Workshop Agreement Template

WORKSHOP AGREEMENT

This Workshop Agreement ("Agreement") is made effective as of between with address (hereinafter "Client"), and with address (hereinafter "Provider").

WHEREAS

WHEREAS, Provider is engaged in the business of developing and delivering professional workshops and has the expertise and resources to provide a workshop entitled ;

WHEREAS, Client desires to engage Provider to prepare and deliver the Workshop at the location on the following date(s): , and Provider accepts such engagement under the terms and conditions set forth herein.

1. SCOPE OF WORK

Provider shall perform the services described below. Provider will furnish qualified personnel, materials, and deliverables necessary to perform the Workshop in a professional manner consistent with industry standards.

2. PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Provider the fees and expenses set forth below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at the rate of from the due date until paid in full. Client is also responsible for any collection costs, including reasonable attorneys' fees, incurred by Provider in collecting overdue amounts.

Unless otherwise stated, the fees do not include taxes. Client agrees to pay any applicable sales, use, value-added, or other taxes arising from this Agreement, excluding taxes based on Provider's net income.

3. TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, terminates on .

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days prior to the intended termination date. Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party (a "Receiving Party") acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information includes non-public business information, trade secrets, curricula, attendee lists, pricing, and materials provided in connection with the Workshop.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as necessary to perform obligations under this Agreement and subject to a written obligation of confidentiality; and (c) not use Confidential Information for any purpose other than performing its obligations hereunder. Confidential Information does not include information that is (i) publicly available through no fault of the Receiving Party, (ii) rightfully received from a third party without breach of a confidentiality obligation, (iii) independently developed without use of the Disclosing Party's Confidential Information, or (iv) required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party to permit a protective order or other remedy.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all preexisting materials, curricula, instructional materials, methodologies, and intellectual property created prior to or independent of this Agreement. Provider grants Client a limited, nonexclusive, nontransferable license to use Provider materials solely for Client's internal purposes in connection with the Workshop. Client shall not reproduce, distribute, modify, or create derivative works of Provider materials without Provider's prior written consent.

6. INDEMNIFICATION

Each party agrees to 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, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in that State.

8. ENTIRE AGREEMENT

This Agreement, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held to be 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 that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail, or by confirmed courier to the addresses set forth above or such other addresses as the parties may designate in writing.

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