Workshop Facilitation Agreement

WORKSHOP FACILITATION AGREEMENT

This Workshop Facilitation Agreement (the Agreement) is entered into as of by and between Client Name: and Facilitator Name: .

RECITALS

WHEREAS, Client seeks professional facilitation services to design and deliver a workshop focused on the topics and objectives described in this Agreement; and

WHEREAS, Facilitator represents that it has the expertise, personnel, and resources necessary to plan, facilitate, and evaluate the workshop in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. SCOPE OF WORK

2. PAYMENT TERMS

Client shall pay Facilitator the fees and expenses set forth below in full consideration for the services and deliverables specified in Section 1.

Late payments shall incur a late fee equal to of the outstanding balance per month, or the maximum permitted by law, whichever is less.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause by providing written notice no fewer than days prior to the effective termination date. In the event of termination, Client shall pay Facilitator for all services performed and non-cancellable expenses incurred through the effective date of termination, plus any applicable cancellation fee described below.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose or use any Confidential Information of the other party (the Disclosing Party) except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including participant lists, survey results, proprietary methodologies, and pricing.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and, where permitted, cooperates with the Disclosing Party to seek protective measures.

5. INTELLECTUAL PROPERTY

Facilitator retains all right, title, and interest in and to materials, methodologies, facilitation guides, templates, and other intellectual property developed or used by Facilitator in connection with the workshop, whether pre-existing or created for the engagement, except as expressly assigned in writing. Facilitator grants Client a non-exclusive, non-transferable license to use deliverable materials for Client's internal purposes related to the workshop. Any transfer or assignment of intellectual property must be set forth in a separate written agreement.

6. INDEPENDENT CONTRACTOR; INSURANCE

Facilitator is an independent contractor and not an employee, agent, or partner of Client. Facilitator shall be solely responsible for payment of all employment taxes, and Facilitator will maintain at its expense insurance coverage customary for the services provided. Upon request, Facilitator will provide certificates of insurance evidencing such coverage.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

8. 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.

9. ENTIRE AGREEMENT

This Agreement, together with any attachments or written statements of work signed 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, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by an authorized representative of each party.

10. NOTICES

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties acknowledge that remedies at law for breach of certain provisions may be inadequate and that the injured party may seek equitable relief in addition to other remedies.

The parties represent and warrant that they have the authority to enter into this Agreement and that the individual signing below on behalf of each party is duly authorized to bind that party to the terms and conditions set forth herein.

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