Workshop Participation Agreement

WORKSHOP PARTICIPATION AGREEMENT

This Workshop Participation Agreement (the Agreement) is made and entered into by and between Organizer Name: and Participant Name: . The parties agree as set forth in the following recitals and terms.

RECITALS

WHEREAS, Organizer operates a professional educational workshop program and will host a workshop titled "" (the Workshop) for the purpose of providing instruction and materials to participants; and

WHEREAS, Participant wishes to attend and participate in the Workshop under the terms set forth herein and to pay the fees required for participation;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Workshop and related materials.

SCOPE OF WORK / PARTICIPATION

Organizer shall provide instruction, materials, and access to the Workshop as described below. Participant shall attend, engage in scheduled sessions, and comply with Organizer's reasonable rules and safety instructions.

SCHEDULE

Workshop Start Date:     Workshop End Date:

PAYMENT TERMS

Participant shall pay Organizer the fees described below in consideration for participation. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Payments not received by the due date shall accrue the Late Payment Fee above and Organizer may suspend Participant's access to the Workshop until all outstanding amounts and fees are paid. Participant is responsible for all collection costs, including reasonable attorneys' fees, incurred by Organizer to recover unpaid amounts.

TERM AND TERMINATION

Term Commencement 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 the notice period set forth above. Termination shall not relieve Participant of the obligation to pay for services rendered or materials provided prior to the effective date of termination.

CONFIDENTIALITY

For the duration of the Workshop and for a period of two (2) years following the later of the Termination Date or the date of disclosure, each party shall keep confidential and shall not disclose to any third party any non-public proprietary information disclosed by the other party 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"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid court order, provided the receiving party gives prompt written notice and cooperates with any reasonable effort to obtain a protective order.

INTELLECTUAL PROPERTY AND LICENSES

All materials, presentations, and other content provided by Organizer in connection with the Workshop (Collectively, the Materials) are owned or licensed by Organizer. Organizer grants Participant a limited, non-exclusive, non-transferable license to use the Materials solely for Participant’s personal, internal, non-commercial use in connection with participation in the Workshop. Participant shall not reproduce, distribute, publish, or create derivative works from the Materials without Organizer's prior written consent.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, in no event shall either party be liable to the other for incidental, consequential, special, or punitive damages, whether based in contract, tort, or any other legal theory, even if advised of the possibility of such damages. Organizer's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Participant to Organizer under this Agreement.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

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, communications and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. Notices under this Agreement shall be in writing and delivered to the addresses provided by the parties.

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