CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

BETWEEN

  1. xxx of xxx hereinafter referred to as (“xxx Group”)

AND

  1. XXX LLC, of XXX, hereinafter referred to as (“XXX”)

RECITALS

WHEREAS, XXX Group desires to engage XXX to provide certain services in relation to the architecting, building, and sales of an engaging, online virtual training program;

WHEREAS, XXX possesses the necessary knowledge, skills, and experience to perform the requested services;

WHEREAS, the parties wish to enter into a Consulting Agreement to establish the terms and conditions governing their relationship and the provision of services by XXX Group;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

  1. SCOPE OF SERVICES:

South Fork will provide the following services (collectively, the “Services”):

Assist in the architecting and building of an engaging, online virtual training program. XXX will oversee the project including but not limited to:

  1. Identifying the training objectives.
  2. Ensuring all parts of the project are completed on time and coordinated effectively.
  3. Assisting in the content creation.
  4. Selecting a Learning Management System (LMS).
  5. Helping to design the user-experience.
  6. Conducting thorough testing of the training program.
  7. Launching and promotion of the program.
  8. Monitoring and evaluation.
  9. Ongoing support of the program.

Spearheading sales and distribution of the program, including: 

  1. Architect plans and strategies for developing business and achieving sales goals.
  2. Building a sales process that provides full visibility into the sales pipeline at every stage of development.
  3. Establish and foster partnerships and relationships with key customers and prospects.
  4. Identify and close business deals or expand existing opportunities.
  5. Work closely with the marketing agent to ensure the vision and brand are represented according to expectations.
  6. Maintain and build relationships with prospects and customers for future events and upsells.
  7. Develop relationships with affiliates and facilitate the affiliate sales process.
  8. PERFORMANCE OF SERVICES:

The manner in which the Services are to be performed and the specific hours to be worked by XXX shall be determined by XXX Group will rely on South Fork to work as many hours as may be reasonably necessary to fulfill South Fork’s obligations under this Agreement.

  1. PAYMENT:

XXX shall pay South Fork a total fee of $30,000 for the completion of the project. The payment schedule is as follows:

  1. Upon signing of the Agreement XXX Group shall remit a payment of $10,000 to South Fork as an initial upfront payment.
  2. A second payment of $10,000 shall be made by xxx Group to XXX  on September XXX
  3. The remaining balance of $10,000 shall be paid by XXX Group to South Fork on December XXX

All payments shall be made in the form of [specify preferred payment method, e.g., bank transfer, check] and shall be sent to the designated payment account or address provided by XXX

In the event of any delay or non-payment, XXX Group shall notify XXX promptly and provide a valid reason for the delay. Late payments shall incur [specify any late payment penalties or interest charges, if applicable].

  1. EXPENSE REIMBURSEMENT:

South Fork shall be entitled to reimbursement from XXX Group for out-of-pocket expenses directly related to the services rendered under this Agreement, including, but not limited to, travel and lodging, meals (not alcohol), rideshare fees to/from airport/hotel, overnight mail, courier charges.

  1. TERM/TERMINATION:

The initial term of this agreement shall be for a duration of eighteen (18) months, commencing from the effective date stated herein. During the term, either party may choose to terminate this agreement by providing written notice to the other party.

XXX Group reserves the right to terminate this agreement by giving XXX  a minimum notice period of thirty (30) days. Conversely, XXX shall have the right to terminate this agreement by providing XXX Group with a notice period of sixty (60) days.

In the event of termination, both parties agree to fulfill their respective obligations until the effective date of termination and to cooperate in facilitating a smooth transition of any ongoing projects or responsibilities. Upon termination, all rights and obligations under this agreement shall cease, except for any provisions that expressly survive termination.

  1. NATURE OF RELATIONSHIP CLAUSE:

The parties acknowledge and agree that South Fork’s relationship with XXX  Group is that of an independent contractor, and not that of an employee. XXX  shall perform its obligations under this agreement as an independent entity, maintaining control over the manner and means by which the services are rendered.

XXX Group shall not be responsible for providing XXX with any fringe benefits, including but not limited to health insurance benefits, paid vacation, or any other employee benefits typically offered to employees of XXX Group. It is understood that South Fork is solely responsible for arranging and covering its own benefits and obligations, including taxes and insurance.

  1. DISCLOSURE:

South Fork acknowledges and agrees to promptly disclose any external activities, affiliations, or personal interests, including but not limited to ownership or involvement in the development of prior inventions, that may create or potentially create a conflict with the best interests of XXX  Group. Such disclosures shall be made in writing and provided to the appropriate representative of XXX  Group within a reasonable timeframe. South Fork further understands the importance of transparency and the need to prioritize the best interests of XXX Group in all professional endeavors.

  1. EMPLOYEES:

South Fork’s employees, if any, who perform services for XXX  Group under this Agreement shall also be bound by the provisions of this Agreement.

  1. RETURN OF RECORDS:

Upon termination of this Agreement, South Fork shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in XXX possession or under South Fork’s control and that are XXX Group’ property or relate to XXX Group’ business.

  1. ENTIRE AGREEMENT:

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

  1. AMENDMENT:

This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

  1. SEVERABILITY:

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

  1. WAIVER OF CONTRACTUAL RIGHT:

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

  1. DISPUTE RESOLUTION:

Any dispute arising out of or relating to this Agreement shall be resolved through mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures. If the dispute cannot be resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the courts located in Nevada.

  1. GOVERNING LAW:

This Agreement shall be governed by the laws of the State of Nevada.

  1. FORCE MAJEURE:

Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ prior written notice to the other party.

  1. ASSIGNMENT:

South Fork agrees that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of Dorris Group. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of Dorris Group with, or its merger into, any other corporation, or the sale by Dorris Group of all or substantially all of its properties or assets, or the assignment by Dorris Group of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

  1. COUNTERPARTS:

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING

XXX                                      XXX

NAME:                                                                    NAME:

_________________________              _________________________

SIGNATURE:                                                       SIGNATURE:

_________________________                     _________________________

DATE:                                                                    DATE:

_________________________                     _________________________

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