Time Management Block Agreement

TIME MANAGEMENT BLOCK AGREEMENT

This Time Management Block Agreement ("Agreement") is entered into as of by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the business of providing professional time management, planning, and scheduling services and possesses the skill, staff, and resources to deliver Time Management Blocks as described herein; and

WHEREAS, Client desires to purchase pre‑paid blocks of Provider time for use in scheduling advisory, planning, or time‑management sessions subject to the terms and conditions of this Agreement; and

WHEREAS, the parties wish to define the scope, payment, term and other commercial and legal terms governing their relationship with respect to those Time Management Blocks.

PARTY CONTACTS

SCOPE OF WORK

Provider will deliver Time Management Blocks as described below. Each Block consists of scheduled services, advisory sessions, planning deliverables, or other time‑based activities as requested by Client and accepted by Provider. Sessions are non‑transferable except as set forth in this Agreement.

PAYMENT TERMS

Client agrees to purchase Time Management Blocks from Provider at the rates and on the schedule set forth below. All fees are exclusive of sales, use, value added, or other transaction taxes, which Client shall pay in addition where applicable.

If Client fails to pay any undisputed amount when due, Provider may suspend scheduling or delivery of Blocks until payment is made. Provider reserves a security interest in all pre‑paid Blocks until fees are paid in full.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until all pre‑paid Blocks purchased hereunder are exhausted, whichever occurs later, unless earlier terminated in accordance with this Section.

Start Date:   End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Upon termination, Provider will refund the unearned portion of any pre‑paid Blocks, less reasonable administrative fees and any amounts due for services already rendered.

CONFIDENTIALITY

Each party (the "Receiving Party") will hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") in connection with this Agreement and will not use such Confidential Information except to perform its obligations under this Agreement. "Confidential Information" includes business plans, pricing, client lists, project materials, work product, and any non‑public information disclosed in writing or identified as confidential. Information that (a) was publicly known at the time of disclosure, (b) becomes publicly known without breach, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the Disclosing Party's Confidential Information is not Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, or advisors on a need‑to‑know basis provided such persons are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party will return or destroy Confidential Information upon request by the Disclosing Party.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

FORCE MAJEURE; ASSIGNMENT

Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, strikes, supply shortages, or governmental actions. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided above or to such other address as either party designates by written notice in accordance with this Section.

GOVERNING LAW; ENTIRE AGREEMENT; AMENDMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. This Agreement, together with any exhibits or purchase confirmations signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

The parties agree that Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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