THIS SERVICE AGREEMENT is entered into on [insert date]
(1)            [insert Mentor’s full name] whose principal address is at [insert your
address], United States of America (the Mentor)
(2)            [insert your name] whose principal place of business is at [insert your
address], United States of America (the Mentee)
(1) The Mentor is in the business of providing business mentoring services, including
personalised programs and training packages.
(2) The Mentee wishes to receive such executive mentoring services from the Mentor.
(3) The Mentor and Mentee agree to uphold their respectful obligations under this
Mentoring Agreement. The parties acknowledge the parties’ responsibilities and duties
under this Agreement are vital for the Mentee and executive mentoring relationship to
be successful.
It is agreed as follows:
1. Interpretation
1.1 Definitions
Agreement means any agreement made subject to the terms and conditions below;
Services mean certain executive mentoring services, including the services to be
carried out by the Mentor as set out in Schedule 1
1.2 In this Agreement, unless the context otherwise requires:
(a) references to persons include individuals, bodies corporate (wherever
incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and do not affect the construction of
the Agreement;
(c) references to one gender include all genders; and
(d) any reference to an enactment or statutory provision is a reference to it as it may
have been, or may from time to time be amended, modified, consolidated or re-
2. Mentor’s obligations
2.1 The Mentor agrees to engage in the best and commercially reasonable efforts to
provide the Services to the Mentee in accordance with the terms of this Agreement.
2.2 The Mentor further agrees to provide the Services in a professional and diligent
manner consistent with generally recognised industry standards and good commercial

practice, using efforts comparable to those customarily used in executive mentoring
services of equivalent value and for similar services.
2.3 The Mentee agrees to stay in efficient and reasonable communication with the
Mentor. The Mentee agrees to provide honest feedback to the Mentor and to fully
engage in the Mentor’s program and respective services they agree to provide.
2.4 The Mentor shall comply with, and give all notices required by, all laws and
regulations applicable to the Services.
2.5 The Mentor shall also comply with any instructions or variations issued by the
Mentee (or any authorised representative of the Mentee) in relation to the Services. If
instructions are given orally, they shall be confirmed in writing by the Mentee within the
following 5 days. If any such instruction or variation is likely to result in any delay to the
Completion Date, the Mentor may, within 3 days of the issue of the relevant instruction
or variation but not otherwise, claim in writing for an extension of time which shall be
granted to the extent fair and reasonable in the circumstances.
2.6 Any services outside of the scope as defined in Services will require a new
Agreement for other services, including separate or additional executive
mentoring services or other services agreed to by the Parties.
3. Completion of the work
3.1 The Mentor hereby understands and acknowledges that time is of the essence with
respect to the Mentor’s obligations defined in this Agreement and that prompt and
timely performance of all such obligations is strictly required.
4. Service Fees
4.1 In consideration for the full, prompt, and satisfactory performance of all Services to
be rendered to the Mentee, the Mentee shall pay the Mentor a Service fee of USD
4.2 The Mentor will invoice the Mentee 14 days prior to the Payment Date. The invoice
will include any and all services performed under this Agreement as well as any
4.3 Payment will be due on the latter of the Payment Date or 14 days after the receipt
of the invoice.
4.4 From time to time throughout the duration of this Service Agreement, the
Mentor may incur certain expenses that are not included as part of the Fee for the
Services to this Agreement.
4.5 The Mentor agrees to keep an exact record of any and all expenses acquired while
performing the Services. The Mentor will submit an invoice itemising each expense,
along with proof of purchase and receipt, with the invoice.
4.6 The Mentee shall notify the Mentor in writing of any dispute with an invoice along
with any substantiating documentation or a reasonably detailed description of the
4.8 The Mentor, at their own expense, shall furnish their own supplies and equipment
necessary to deliver and complete the Services as defined under this Agreement
unless otherwise agreed upon by the parties.

5. Liabilities and Indemnities
5.1 The Mentor shall promptly notify the Mentee of:
(a) any delays or problems from time to time in the provision of the Services of which
the Mentor becomes aware;
(b) any circumstances from time to time which may prevent the Mentor from providing
the Services in accordance with this Agreement together with (where practicable)
recommendations as to how such circumstances can be avoided; and
(c) any complaint (whether written or not) or other matter which comes to its attention
and which it reasonably believes may give rise to any loss by or claim against the
Mentee or which may result in any adverse publicity for the Mentee.
5.2 Where any defect in the provision of the Services is reported to the Mentor by the
Mentee or otherwise comes to the attention of the Mentor, the Mentor shall, without
limiting any other right or remedy of the Mentee, use its best endeavours to provide
such further services as are necessary in order to rectify the default as soon as
5.3 The Mentor shall be liable for and shall indemnify the Mentee against any expense,
liability, loss, claim or proceedings howsoever arising in respect of personal injury to or
death of any person arising out of or in the course of or caused by the carrying out of
the Services, unless due to any neglect or default of the Mentee or of any person for
whom the Mentee is responsible.
5.4 Without prejudice to its liability to indemnify the Mentee under the preceding two
paragraphs, the Mentor shall maintain such insurances as are necessary (and in an
amount approved by the Mentee) to cover the liability of the Mentor in respect of such
injury or damage arising out of or in the course of or caused by the carrying out of
the Services. The Mentor shall produce such evidence as the Mentee may reasonably
require that such insurances are properly maintained with well-established insurance
offices or underwriters of repute.
6. Term and Termination
6.1 This Service Agreement shall be effective on the date hereof and shall continue
indefinitely until the expressly agreed upon date of the completion of the Services
unless it is earlier terminated in accordance with the terms of this Agreement.
6.2 The Mentee may terminate this agreement at any given time upon one month of
written notice to the Mentor. The Mentor shall refund any Service fees in the proportion
of the Services rendered.
6.3 Either party may by notice in writing forthwith terminate the Agreement if the other
party becomes bankrupt or makes any composition or arrangement with his creditors or
has a winding-up order made or (except for the purposes of reconstruction) a resolution
for voluntary winding up is passed or a receiver or manager of its business or
undertaking is duly appointed or possession is taken by or on behalf of any creditor of
any property the subject of a charge.
6.4 The Mentee may terminate the Agreement at any time by notice in writing to the
Mentor if the Mentor without reasonable cause fails to proceed diligently with the

Services or wholly suspends the carrying out of the Services before completion. The
right of termination shall be without prejudice to any other rights or remedies that the
Mentee may possess.
6.5 In the event of termination, the Mentor shall immediately give up possession of
50% of the business to the Mentee and the other 50% shall be subject to mediation as
regards ownership. Furthermore, the Mentee shall have no further liability to pay any
sums to the Mentor for such a fair and reasonable sum to compensate for the value of
the Services which has been completed at the date of termination.
7. Ownership of materials
7.1 All materials and goods inclusive of ecommerce courses delivered to Mentee for
the Services shall become the property of the Mentee, who shall thereafter bear the
risk of their accidental loss or damage.
8. Confidential information
8.1 Throughout the duration of this Agreement, it may be necessary for the Mentor to
have access to the Mentee’s confidential and protected information for the sole
purpose of performing the Services subject to this Agreement.
8.2 The Mentor is not permitted to share or disclose such confidential information
whatsoever, unless mandated by law, without written permission from the Mentee. The
Mentor’s obligation of confidentiality will survive the termination of this personal service
Agreement and stay in place indefinitely.
8.3 Upon the termination of this Agreement, the Mentor agrees to return to the Mentee
any and all Confidential Information that is the property of the Mentee.
8.4 Further, the Mentor shall promptly return to the Mentee all copies, whether in
written, electronic, or other form or media, of the Mentee’s Confidential Information, or
destroy all such copies and certify in writing to the Mentee that such Confidential
Information has been destroyed. In addition, the Mentor shall also destroy all copies of
any Notes created by the Mentor or its authorized Representatives and certify in writing
to the Mentee that such copies have been destroyed.
8.5 The provisions of this clause 8 shall survive any termination of this Agreement.
9. Announcements / Publicity
9.1 Except as required by law or by any stock exchange or governmental or other
regulatory or supervisory body or authority of competent jurisdiction to whose rules the
party making the announcement or disclosure is subject, whether or not having the
force of law, no announcement or disclosure in connection with the existence or subject
matter of this Agreement shall be made or issued by or on behalf of any party without
the prior written approval of the others, such approval not to be unreasonably withheld
or delayed.
9.2 Where any announcement or disclosure is made in reliance on the exception in
clause 9.1, the party making the announcement or disclosure will use its reasonable
endeavours to consult with the other party in advance as to the form, content and
timing of the announcement or disclosure.
10. Amendment

10.1 No variation of this Agreement shall be valid unless it is in writing and signed by or
on behalf of the parties to it.
10.2 Unless expressly agreed, no variation shall constitute a general waiver of any
provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under
or pursuant to this Agreement which has already accrued up to the date of variation,
and the rights and obligations of the parties under or pursuant to this Agreement shall
remain in full force and effect, except and only to the extent that they are so varied.

11. Assignment
The Mentor shall not assign the Agreement or sub-contract the performance thereof
without the prior written consent of the Mentee.

12. Severability
If and to the extent that any provision of this Agreement is held to be illegal, void or
unenforceable, such provision shall be given no effect and shall be deemed not to be
included in this Agreement but without invalidating any of the remaining provisions of
this Agreement. The parties shall meet to negotiate in good faith to agree on a valid,
binding and enforceable substitute provision or provisions, (if necessary with
reconsideration of other terms of this Agreement not so affected) so as to re-establish
an appropriate balance of the commercial interests of the parties.

13. Further assurance
Each of the parties agrees to perform (or procure the performance of) all further acts
and things, and execute and deliver (or procure the execution and delivery of) such
further documents, as may be required by law or as may be necessary or reasonably
desirable to implement and/or give effect to this Agreement and the transaction
contemplated by it.

14. Warranty of Capacity and Power
Each party represents and warrants to the other parties that:
(a) it has full authority, power and capacity to enter into and carry out its obligations
under this Agreement;
(b) all necessary acts and things have been taken or done to enable it lawfully to enter
into and carry out its obligations under this Agreement; and
(c) when executed, this Agreement will create obligations which are valid and binding
on it and enforceable in accordance with their terms
15. Force Majeure

None of the parties shall be liable for any failure or delay in performing any of its
obligations under or pursuant to this Agreement if such failure or delay is due to any
cause whatsoever outside their reasonable control, and they shall be entitled to a
reasonable extension of the time for performing such obligations as a result of such
16. No Rights under Agreements for Third Parties
A person who is not a party to this Agreement shall have no right under any law to
enforce any of its terms.

17. Arbitration and Proper law
The parties shall use all reasonable endeavours to resolve any dispute amicably and in
good faith.

This document is governed by and are to be construed in accordance with the laws of
[insert state] applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the
courts of Georgia (and any court of appeal) and waives any right to object to an action
being brought in those courts, including on the basis of an inconvenient forum or those
courts not having jurisdiction.

18.           Notices and service
18.1        Any notice so served by hand, e-mail or post shall be deemed to have been
duly given:
 in the case of delivery by hand, when delivered;
 in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the
time of receipt ;
 in the case of prepaid recorded delivery, special delivery or registered post, at
10am on the second Business Day following the date of posting;
provided that in each case where delivery by hand or by e-mail occurs after 5pm on a
Business Day or on a day which is not a Business Day, service shall be deemed to
occur at 9am on the next following Business Day. References to time in this clause are
to local time in the country of the addressee.
18.2        The addresses of the parties for the purpose of clause 18.1 are as follows:
[insert Mentor’s full name]
Address: [insert address]
United States of America
E-mail: [insert Mentor’s email]

For the attention of: [insert Mentor’s name]
[insert your name]
Address: [insert their address]
United States of America
E-mail: [insert your email address]
For the attention of:
19. Counterparts
This Agreement may be executed in any number of counterparts and by the parties to it
on separate counterparts, each of which is an original but all of which together
constitute one and the same instrument.
As Witness this Agreement has been signed on behalf of the parties the day and year
first above written.

for and on behalf of [insert your full name] )


for and on behalf of [insert name of the mentor] )


Schedule 1

1. Service Description
The Mentor shall provide the following services to the Mentee:
Services: Mentorship for Ecommerce
Objective: To assist the Mentee set up an

Amazon Seller Central Account
and assist in starting and growing
a business to at least $1k in sales
a day

Specific Responsibilities: Assisting Mentee set up XXXX
2. Business Mentoring Session Schedule
[insert details]
3. Cancellation
The Parties are held to the cancellation policy as follows:
If either party wishes to cancel a session, for whatever reason, such party must cancel
with a minimum of 24 hours’ notice to the other party.

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