MASTER SERVICES AGREEMENT

Coaching, Consulting, Facilitation, and Speaking Services

This Master Services Agreement (“Agreement”) is entered into as of the date Client checks our or agrees to this Agreement (“Effective Date”) between Civonic, LLC (“Service Provider”) and the entity or individual identified on the associated order form (“Client”).

Client engages Service Provider to provide coaching, consulting, facilitation, and/or speaking services as described in one or more Statements of Work (“SOWs”).

1. Structure of Agreement

This Agreement sets the general terms governing all services. Each engagement will be documented in a Statement of Work (SOW) that includes the scope and type of services, any deliverables, the timeline and schedule, and the fees and payment terms. Each SOW is part of this Agreement.

Order of precedence. If there is a conflict:

1. The SOW controls for that engagement

2. This Agreement controls otherwise

No additional or conflicting terms (e.g., in purchase orders) will apply unless agreed in writing.

2. Services and Standards

2.1 Scope of Services

Services will be specifically defined in each SOW and may include: One-on-one coaching and strategic guidance, specialized consulting, mentorship or problem solving partnership services; Team or cohort-based coaching, facilitation, or training; Workshops, speaking engagements, and event facilitation. Details are defined in each SOW. 

2.2 Performance Standards

Service Provider will perform services in a professional and workmanlike manner, use reasonable skill, care, and diligence and comply with applicable laws. Service Provider retains control over how services are performed.

2.3 No Guarantee of Results

Client acknowledges that outcomes depend on client effort and participation and that no guarantees are made regarding specific results.

2.4 Recording

Service Provider may record calls, meetings, video call, and any and all other interactions, at the sole discretion of Service Provider, during the provision of Services. Client may not record any interactions with Service Provider without the prior written authorization of Service Provider. 

3. Client Responsibilities

Client agrees to provide timely access to personnel, information, and resources, respond promptly to requests and approvals, designate a primary point of contact, and ensure participants attend, prepare, and behave appropriately.

Client is responsible for accuracy of information provided, participant conduct in sessions, and obtaining required permissions or consents.  Service Provider is not responsible for delays or issues caused by Client.

4. Fees, Expenses, and Payment

4.1 Fees

Client will pay fees as outlined in each SOW. Fee structures may include, hourly, daily, or per-session rates, fixed or milestone-based fees, per-participant pricing, and event or speaking fees.

4.2 Deposits and Payment Protection

Unless otherwise stated in the SOW, the Service Provider may require an upfront deposit or retainer, work or event dates may be reserved only upon receipt of deposit, and fees for scheduled sessions or events may be non-refundable within defined windows.

4.3 Expenses

Client will reimburse pre-approved, reasonable expenses (e.g., travel, lodging, materials).

4.4 Invoicing and Payment

Invoices issued per SOW (or monthly if not specified) and payment is due according to the terms of the invoice. Service Provider may pause services for non-payment and reschedule or cancel services if invoices remain unpaid. Client must pay all undisputed amounts on time.

4.5 Taxes

Client is responsible for applicable taxes, excluding Service Provider income taxes.

5. Term and Termination

5.1 Term

This Agreement continues for one (1) year and renews automatically unless either party gives notice.

5.2 Termination

Either party may terminate with thirty (30) days’ written notice to the other party, email being acceptable or terminate immediately for material breach, provided that the non-breaching party gives the breaching party written notice specifying the nature of the breach and a 15-day opportunity to cure the breach, if curable. If the breach is not cured within the 15-day period, the non-breaching party may terminate this Agreement immediately upon providing a second written notice of termination.

Termination of this Agreement will automatically terminate active SOWs.

5.3 Effect of Termination

Upon termination, Client pays for services performed and committed costs, any non-cancellable expenses remain payable, and confidential information must be returned or destroyed.

6. Scheduling, Cancellation, and Events

6.1 Coaching and Consulting

Sessions are scheduled by mutual agreement in accordance with any applicable SOW. Late cancellations or no-shows may be billed in full. Service Provider may, in Service Provider’s sole discretion, use any third party services in the administration of Services. Service Provider agrees to be bound by the applicable terms and conditions of any third party service.

6.2 Events and Speaking Engagements

Each SOW should include: deposit requirements, cancellation windows and fees, and rescheduling terms.

If not specified, the cancellation closer to the event may result in partial or full fees due. Deposits may be non-refundable.

If Service Provider cancels (outside force majeure), prepaid fees for unperformed services will be refunded and reasonable efforts will be made to reschedule.

7. Confidentiality and Privacy

7.1 Confidential Information

Confidential Information includes non-public business, personal, or program-related information shared during the engagement. Confidential Information, for the purpose of this agreement, is defined broadly to include any and all non-public information—regardless of its format or the medium through which it is shared—that relates to the business operations, finances, customers, employees, intellectual property, or future plans of either party. This encompasses, but is not limited to, business-related information such as trade secrets, strategic marketing plans, financial projections, pricing data, and vendor or client lists. Furthermore, it includes personal information, such as non-public data concerning employees or customers that is protected by privacy laws. Finally, program-related information, which covers proprietary software code, algorithms, technical specifications, research and development data, system architectures, and documentation developed or used during the engagement, is also considered Confidential Information. Notwithstanding the foregoing, Service Provider reserves the right to post aggregated data on client experiences, and such information shall not be considered Confidential Information. 

7.2 Obligations

Each party agrees to use confidential information only for this engagement, not disclose it to third parties (except as required), or protect it using reasonable safeguards.

7.3 Group Settings

Client acknowledges confidentiality in group sessions depends on participants. Service Provider cannot guarantee participant compliance.

7.4 Privacy

Both parties will comply with applicable data privacy laws.

8. Intellectual Property

8.1 Service Provider Materials

Civonic, LLC retains ownership of all methodologies, frameworks, tools, and content. Civonic, LLC maintains and retains exclusive ownership of all proprietary methodologies, frameworks, tools, and content utilized or developed during the course of providing services under this Agreement. This comprehensive retention of intellectual property ensures that all underlying approaches, established systems for problem-solving, custom-developed software or templates, and all related documentation, training materials, and creative works remain the sole and exclusive property of Service Provider. No transfer of ownership, license for separate use, or implied rights of usage beyond the scope of this Agreement is granted to the client for any of these assets.

8.2 Client Materials

Client retains ownership of materials it provides.

8.3 Deliverables

Upon full payment, Client receives a non-exclusive, internal-use license and no resale, distribution, or external use without permission.

8.4 General Know-How

Service Provider may use general knowledge, skills, and experience gained across clients, provided no confidential information is disclosed.

8.5 Portfolio and Marketing Use

Service Provider may reference Client name and general engagement (no confidential information). Client may revoke logo use with notice. Client hereby grants Service Provider a non-exclusive, royalty-free, worldwide, perpetual, and irrevocable license to use, reproduce, and publish any feedback, comments, testimonials, or suggestions provided by the Client for marketing, promotional, and advertising purposes across any and all media now known or hereafter developed.

9. Warranties and Disclaimers

Unless explicitly and separately outlined in a Statement of Work, all Services provided hereunder are delivered on an “as is” and “as available” basis, without any warranties, express or implied. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Client acknowledges and agrees that the Services are strategic advisory and professional in nature, and as such, there are no guarantees, representations, or warranties of specific outcomes, results, performance levels, revenue generation, or measurable success metrics resulting from the use of the Services or any deliverables provided. The value and effectiveness of the Services depend significantly on factors beyond the Service Provider's control, including the Client's timely implementation of recommendations, internal business conditions, market dynamics, and third-party actions. The Client retains sole and ultimate responsibility for all business decisions, actions, and results related to or following the Services provided. The Service Provider offers professional advice and support; however, the final decision-making authority and accountability for the execution and consequences of those decisions rests entirely with the Client. This includes responsibility for verifying the accuracy of any data provided to the Service Provider, evaluating the business implications of recommendations, and ensuring that all resulting actions comply with applicable laws and regulations. The Service Provider shall not be liable for any loss, damage, or expense arising from the Client's selection, implementation, or failure to implement any recommendations or strategic guidance, specialized consulting, mentorship, or problem solving advice.

10. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party, its affiliates, directors, officers, employees, and agents (collectively, the “Indemnified Parties”) against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from or in connection with any claim, suit, or proceeding brought by a third party (a “Third-Party Claim”) that alleges or arises out of:

(a) Breach of Agreement or Warranty: Any material breach of this Master Services Agreement or any Service Order, or any representation or warranty made herein or therein, by the indemnifying party;

(b) Negligence or Willful Misconduct: Any negligent act or omission or willful misconduct by the indemnifying party or its employees, agents, subcontractors, or personnel in connection with the performance of this Agreement;

(c) Intellectual Property Infringement: Any claim that the services, deliverables, or materials provided by the indemnifying party to the other party infringe upon or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party; or

(d) Violation of Law: Any violation of any applicable law, regulation, or governmental order by the indemnifying party.

The indemnified party shall provide the indemnifying party with prompt written notice of any Third-Party Claim and shall tender control of the defense and settlement of such claim to the indemnifying party, which shall have the sole right to defend or settle the claim with counsel of its own choosing, provided that the indemnifying party shall not settle any claim in a manner that requires the indemnified party to admit liability or take any action without the indemnified party's prior written consent, which shall not be unreasonably withheld. The indemnified party shall reasonably cooperate with the indemnifying party in the defense of any Third-Party Claim.

11. Limitation of Liability

Neither party is liable for indirect or consequential damages, including but not limited to loss of profits, loss of anticipated savings, or business interruption, regardless of whether the Service Provider or the Client has been advised of the possibility of such damages.

Notwithstanding any other provision in this Agreement, the total, cumulative liability of either party (including its affiliates, directors, officers, employees, and agents) to the other party for any and all claims, damages, losses, and expenses arising out of or relating to this Master Services Agreement, the services provided hereunder, or any breach thereof, regardless of the form of action (whether in contract, tort, warranty, or otherwise), shall be capped and shall in no event exceed the total aggregate fees paid by Customer to Service Provider under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim. This limitation of liability is comprehensive and applies to all types of claims and damages, except where such limitation is prohibited by applicable law, and specifically excludes liabilities for: payment obligations, confidentiality breaches, indemnification and gross negligence or willful misconduct.

12. Relationship of the Parties

The relationship between the Client and the Service Provider is strictly that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. The Service Provider is and shall remain an independent contractor and is not, for any purpose, an employee, agent, or representative of the Client. The Service Provider retains the sole right to determine the methods, means, and resources by which the services are provided, subject to the explicit specifications and outcomes set forth in this Agreement or any attached Statement of Work.

13. Non-Solicitation

During the term of this Agreement and for twelve (12) months after its termination or expiration, Client shall not, directly or indirectly, solicit, hire, or contract with any Service Provider personnel involved in providing services or creating deliverables under this Agreement or any Statement of Work. This restriction applies to any Service Provider employee, contractor, or agent who had direct contact with or provided services to the Client. A breach of this clause will cause irreparable harm, entitling Service Provider to seek injunctive relief and damages.

14. Force Majeure

Neither party is liable for failure or delay in performance (except for payment obligations) caused by events beyond its reasonable control ("Force Majeure Event"). Force Majeure Events include, but are not limited to: Acts of God, natural disasters (flood, fire, earthquake, explosion), war, terrorism, civil unrest, government actions (order, law, embargo, blockade), national/regional emergency, labor issues (strikes, stoppages), power/transport shortages, and other similar, uncontrollable events. The affected party must promptly notify the other party of the Force Majeure Event and its likely duration, and use reasonable efforts to mitigate its effect and recommence performance as soon as possible. Performance obligations are suspended while the Force Majeure Event continues.

15. Governing Law and Disputes

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, with the exclusive venue being Henrico County, Virginia.

The Parties agree to use their best efforts to resolve any dispute, claim, question, or disagreement arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, through good-faith consultation and negotiation.

If the parties are unable to resolve the dispute through direct negotiation within thirty (30) days of the initial notice of the dispute, either party may refer the dispute to a senior executive of each party for resolution. The senior executives shall meet (in person or virtually) within fifteen (15) days of the referral and attempt in good faith to resolve the dispute.

EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

16. General Terms

This is the entire agreement.  All changes made must be in writing and mutually agreed upon. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision will be severed, and the remaining provisions will remain in full force and effect.

17. Nature of Services

Client acknowledges that the Services provided are not legal, medical, financial, or therapy services. Client is responsible for their own decisions and outcomes, and professional advice should be sought where appropriate.

Acknowledgment and Acceptance

By clicking "I Agree" (or the equivalent checkbox/button), you (Client) acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Master Services Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to these terms.