1. DESCRIPTION OF SERVICES. Beginning on the start date of this contract, MSB will provide to Recipient the following services (collectively, the "Services"):
- Access to the 10 (ten) weeks of the "Microschool Builders Workshop” modules
- Files of the print-based worksheets that accompany the modules
- Weekly live video coaching sessions
- Access to the Microschool Builders Workshop private Facebook Group (for quick response to questions)
- Microschool Business Plan, Action Plan, and Marketing Plan review
- Bonus modules and services, as they become available
2. RECIPIENT DELIVERABLES. Beginning on the start date of this contract, Recipient is expected to complete the following
deliverables to ensure MSB can execute services effectively, efficiently and in a timely manner (collectively, the "Deliverables")
- Completion of weekly module, prior to each live video session (Consolidated module homework)
- Ideal Student/Parent graphic
- Community survey spreadsheet
- Microschool business plan
- Microschool marketing plan (planning documents)
- Microschool action plan (planning components)
- Crowdfunding Campaign launched (optional)
3. DISCLAIMER. Creating a microschool business plan, marketing plan and action plan may not produce immediate results. Results vary between clients and industry and are dependent on many factors. The Recipient understands they are building a long-term asset that will require time, ongoing commitment and resources to maximize the return on investment in this workshop. MSB cannot predict and does not guarantee that you will attain a particular result, and you accept and understand that results differ for each individual. You fully agree that there are no guarantees as to the specific outcome or results you can expect from working with the MSB to design and launch your microschool.
4. PAYMENT. For providing Services, Company will pay Representative payment described in the attached Schedule A (“Payment/Timeline”).
5. TERM. This Contract will terminate automatically upon completion by MSB of the Services required by this Contract.
6. CONFIDENTIALITY. MSB, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of MSB, or divulge, disclose, or communicate in any manner, any information that is proprietary to Recipient. MSB and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.
7. INDEMNIFICATION. Recipient agrees to indemnify and hold MSB harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against MSB that result from the acts or omissions of Recipient and/or Recipient's employees, agents, or representatives.
8. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
- The failure to make a required payment when due.
- The insolvency or bankruptcy of either party.
- The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- The failure to make available or deliver the Services in the time and manner provided for in this Contract.
9. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 5 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
10. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
11. DISPUTE RESOLUTION. The Parties agree to use their respective commercially reasonable efforts in good faith to resolve any disputes arising out of this Agreement. If any dispute is not resolved in this manner, any action to resolve any dispute or to enforce or interpret this Agreement must be brought in the Superior Court for Butler County, State of Pennsylvania, which shall have exclusive jurisdiction over the parties and the subject matter.
12. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
13. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
14. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
15. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of California.
16. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract 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 Contract.
18. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.
19. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.