1. Confidentiality:

Consultant agrees that this relationship, as well as all information shared between Client and Consultant, shall be confidential.

2. Limitation of Liability; Defense, Indemnity, and Hold Harmless:

Client agrees that Consultant’s liability under this agreement is limited to the monetary amount Client has paid to Consultant. Neither Party shall be liable to the other for lost profits or other consequential damages.

3. Non-disparagement:

Client agrees not to disparage or make negative statements about Consultant or Consultant’s services.

4. Confidentiality of Proprietary Information and Material:

Client agrees to keep confidential all information, including but not limited to Consultant’s books, training materials, lessons, questionnaires, surveys, client lists, and other materials used in the delivery of services. This information is to be used only for the purpose of the work conducted under this agreement.

5. Remedies:

Client acknowledges that any violation of the confidentiality provisions will cause irreparable harm to Consultant. Consultant shall be entitled to injunctive relief and other legal remedies, with actions to be brought exclusively in Thurston County, Washington.

6. Termination and Cancellation:

Client may not terminate this Agreement unless Consultant fails to deliver services without good cause. Consultant may terminate the Agreement if Client does not cooperate or if goals cannot be met due to Client’s actions. Nonpayment of invoices is grounds for suspension of services.

7. Washington Law Governs:

This Agreement is governed by the laws of Washington, and any disputes shall be resolved under Washington law.

8. Dispute Resolution:

Except for issues of injunctive relief, disputes shall be resolved by binding arbitration in Thurston County, Washington.

9. Prevailing Parties:

In the event of a dispute, the prevailing party shall be entitled to recover attorney’s fees and costs from the non-prevailing party.

10. Forbearance to not be Waiver:

Failure to exercise any rights under this Agreement does not waive future rights.

11. Force Majeure:

Neither party will be liable for failure to perform obligations due to causes beyond control, such as weather, strikes, or acts of God.

12. Headings:

Headings are for reference only and do not affect the terms of this Agreement.

13. Severability:

Any unenforceable part of this Agreement shall be severable without affecting the validity of the remainder.

14. Entire Agreement:

This Agreement supersedes all prior negotiations and discussions. No modifications are effective unless in writing and signed by both parties.

15. Counterparts:

This Agreement may be executed in counterparts, each of which shall be deemed an original.