Workshop Services Agreement

WORKSHOP SERVICES AGREEMENT

This Workshop Services Agreement ("Agreement") is entered into as of between Service Provider Name: whose principal place of business is (hereinafter "Provider"), and Client Name: whose principal place of business is (hereinafter "Client"). Provider and Client are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

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

WHEREAS, Client desires to retain Provider to design and deliver a workshop on the terms set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement.

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

1. SERVICES

1.1 Scope of Services. Provider shall design and deliver the workshop described as:

1.2 Deliverables. Provider will deliver course materials, presentations, and participant handouts as reasonably necessary to conduct the workshop. Provider will provide up to participants per session unless otherwise agreed in writing.

2. SCHEDULE AND LOCATION

2.1 Scheduled Dates. The workshop is scheduled for: with approximate start time and end time .

2.2 Location. The workshop will be held at unless the Parties agree otherwise in writing.

3. COMPENSATION

3.1 Fees. As full compensation for the Services, Client shall pay Provider the total fee of USD, payable as follows:

3.2 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services upon submission of receipts. Any single expense over requires prior written approval from Client.

4. CLIENT OBLIGATIONS

Client shall (a) provide a suitable venue, audio-visual equipment and internet access as specified, (b) timely supply attendee information and necessary administrative support, and (c) ensure safety of attendees. Failure to meet Client obligations may result in rescheduling or additional fees.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Provider retains all right, title and interest in and to all materials, curricula, methodologies, and copyrighted works provided or developed by Provider in connection with the Services (collectively, "Provider Materials"). Client is granted a limited, nonexclusive, nontransferable license to use Provider Materials for internal training purposes only.

5.2 Client Materials. Client retains ownership of any materials provided to Provider. Provider may use anonymized examples drawn from workshop delivery for internal business purposes, provided no confidential Client information is disclosed.

6. CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information disclosed by the other Party that is designated confidential or would reasonably be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information excludes information that is or becomes publicly known through no fault of the receiving Party, is independently developed, or is rightfully received from a third party without restriction. The receiving Party may disclose Confidential Information to its employees, agents or subcontractors on a need-to-know basis, provided such persons are bound by confidentiality obligations no less protective than those contained herein.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

Provider represents that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES THAT OUTCOMES DEPEND ON PARTICIPANT ENGAGEMENT AND OTHER FACTORS BEYOND PROVIDER'S CONTROL.

8. INDEMNIFICATION

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, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Provider shall maintain general commercial liability insurance in commercially reasonable amounts and, upon request, provide certificates of insurance to Client. Provider's insurance shall be primary with respect to any claims arising out of the performance of the Services.

11. TERM AND TERMINATION

11.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services unless earlier terminated in accordance with this Section.

11.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party. In the event of termination for convenience by Client, Client shall pay Provider for Services performed and non-cancellable commitments incurred through the effective date of termination.

11.3 Termination for Cause. Either Party may terminate immediately for material breach if such breach remains uncured for ten (10) days after written notice specifying the breach.

12. NOTICES

All notices required under this Agreement must be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and will be deemed given upon receipt.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any breach shall be effective unless in writing signed by the waiving Party, and no waiver shall constitute a continuing waiver.

14. 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 transmitted by electronic means shall be binding.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles.

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

15.3 Entire Agreement. This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements.

16. MISCELLANEOUS

16.1 Subcontracting. Provider may engage subcontractors to perform portions of the Services so long as Provider remains responsible for performance under this Agreement.

16.2 Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship.

ENTITY TYPE

Provider is (check all that apply): Individual Corporation LLC

Client is (check all that apply): Individual Corporation LLC

ADDITIONAL TERMS

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