Workshop Agreement

WORKSHOP AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the business of designing and delivering instructional workshops, training sessions, and related materials; and

WHEREAS, Client desires to retain Provider to plan and deliver a workshop on the terms set forth below, and Provider agrees to provide such services under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties agree as follows.

Scope of Work

Provider shall prepare and deliver a workshop as described below. Provider shall provide qualified personnel, curriculum, handouts, and reasonable workshop materials unless otherwise specified.

Workshop date(s):

Location (address or virtual platform details):

Payment Terms

Client shall pay Provider the total fee set forth below in consideration for the services and deliverables described in this Agreement.

Deposit due by:

Late payment fee:

All amounts are payable in lawful currency. Client shall be responsible for any collection costs, including reasonable attorneys' fees, for amounts not paid when due.

Term and Termination

This Agreement commences on the date set forth below and, unless earlier terminated in accordance with this section, continues until the completion of the obligations described herein.

Effective date: — Termination date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice to the other party; provided that Client remains responsible for fees for services performed through the effective date of termination and for any non-cancellable obligations incurred by Provider in connection with the workshop.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, curricula, student lists, pricing, and proprietary materials.

Each receiving party shall: (a) hold Confidential Information in strict confidence and use it only to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) take reasonable measures to protect the Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, was known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy Confidential Information of the disclosing party and certify in writing that such actions have been taken, except to the extent retention is required by law in which case the information shall remain subject to the confidentiality obligations herein.

Intellectual Property

Unless otherwise agreed in writing, Provider retains all right, title and interest in materials, curricula, methodologies, and other intellectual property created or used by Provider in connection with the workshop ("Provider Materials"). Provider grants Client a limited, nonexclusive, nontransferable license to use Provider Materials solely for Client's internal training purposes. Client shall not reproduce, distribute, or create derivative works of Provider Materials for sale or external distribution without Provider's prior written consent.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence or willful misconduct in connection with this Agreement.

Except for liability resulting from a party's willful misconduct or gross negligence, in no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages, including lost profits, arising out of or relating to this Agreement. Provider's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement for the specific workshop giving rise to the claim.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond the party's reasonable control, including acts of God, governmental actions, pandemics, strikes, or failure of third-party services. The affected party shall notify the other promptly and shall use reasonable efforts to resume performance.

Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the parties at the addresses set forth in this Agreement or to such other address as either party may designate in writing. Notices shall be deemed given when delivered in person, by certified mail, or by reputable overnight courier.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state and federal courts located in that jurisdiction.

This Agreement, together with any attachments or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Miscellaneous Provisions

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be binding.

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