Team Development Document

Team Development Document

Effective Date:

Parties

Recitals

WHEREAS, Company desires to engage Provider to design, implement and facilitate a team development program to improve team effectiveness, leadership capacity, and collaborative practices; and

WHEREAS, Provider has represented that it possesses the qualifications, experience, and personnel necessary to deliver the services described in this Agreement and is willing to provide such services to Company on the terms set forth below; and

WHEREAS, the parties wish to document their respective obligations, deliverables, schedules, and payment arrangements in a written agreement.

Scope of Work

Provider shall perform the services and deliver the deliverables described below. Services shall include planning, assessment, training, facilitation, coaching, materials development, and progress reporting as required to achieve the objectives stated by Company.

Payment Terms

Company shall pay Provider the fees set forth below in exchange for the Services and Deliverables. All fees are exclusive of applicable taxes unless otherwise indicated.

Invoices are due within days of receipt unless otherwise agreed in writing. Overdue amounts will bear interest at the rate set forth in the Late Fee field and the Company will pay all collection costs and reasonable attorneys' fees incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, will continue until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Payment obligations for services performed and non-cancellable obligations incurred prior to termination shall survive termination.

Confidentiality

Each party (the "Recipient") shall keep confidential all Confidential Information disclosed by the other party (the "Discloser") and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement. "Confidential Information" includes non-public technical, business, and personnel information; excluding information that (i) is or becomes publicly available through no breach by Recipient; (ii) is lawfully received from a third party without obligation of confidentiality; or (iii) is independently developed without use of the Discloser's Confidential Information.

Recipient may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Recipient shall take reasonable measures to protect Confidential Information from unauthorized disclosure. Upon termination or written request, Recipient shall return or destroy Confidential Information and certify such destruction in writing.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider grants Company a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Company's internal business purposes. Provider retains ownership of pre-existing methodologies, tools, templates, and intellectual property used in the performance of Services. Any bespoke materials created specifically for Company and paid in full shall be assigned to Company to the extent permitted by applicable law, subject to Provider's moral rights.

Representations; Indemnity; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Provider represents that it will perform services in a professional manner consistent with industry standards. Each party agrees to indemnify the other for third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for consequential damages and aggregate liability shall be limited to amounts paid under this Agreement in the prior six (6) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

Entire Agreement; Amendments

This Agreement, together with any attachments and accepted statements of work, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior negotiations, proposals, and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or acquisition. Notices shall be sent to the contact addresses listed above.

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