By engaging TechServe Alliance Services Corp., a District of Columbia corporation (hereafter “TechServe”), located at 1420 King Street, Suite 610, Alexandria, VA 22314, to supply your company (hereafter “Company”) with services under its Sales Management Services program, Company agrees to the following Terms and Conditions:

SERVICES.  TechServe will supply Company with the following services (hereafter referred to as the “Services”): TechServe will assign a Virtual Sales Coach (“VSC”) to provide one on one coaching to designated sales personnel or management personnel of Company during weekly telephonic conferences lasting approximately one (1) hour. Missed conferences due to illness, leave or otherwise will be made up at mutually convenient times. The Program Director (PD) or the VSM will  regularly report on his/her activities to Company as mutually agreed to by the parties.

TERM OF AGREEMENT AND TERMINATION.  Services will be provided for calendar months for which fees have been paid in advance and will continue on a month-to-month basis until terminated by either party upon five (5) days written notice prior to the beginning of the next calendar month. If notice of termination is not provided with at least five (5) days advance notice, fees for another month will be charged and Services will be provided for another calendar month.  There will be no refunds for partial months.

PRICING AND PAYMENT FOR SERVICES.   The Services are priced as follows: $1495 per month for each employee of Company receiving the Service who is a member of TechServe Alliance, payable in advance by credit card or other mutually agreed method.

INDEPENDENT STATUS.  Company agrees that TechServe’s status in performing its services under this contract will be that of an independent contractor providing coaching services. Company will retain all employer management responsibility over personnel receiving the Services, including, but not limited to, the right to hire, discipline, discharge employees, setting employee compensation and structure, and other employer duties and responsibilities. TechServe, its agents, directors, officers, employees and independent contractors, including Harvyst Consulting Partners, LLC and the Virtual Sales Coaches will have no employer responsibilities or obligations.

WARRANTIES .  The Services are furnished as is, where is, with all faults and without warranty of any kind, express or implied, including any warranty of merchantability, outcome, results, or fitness for any particular purpose.

LIMITATION OF LIABILITY. Neither Company or TechServe, it’s agents, directors, officers, employees and independent contractors, including Harvyst Consulting Partners, LLC and the Virtual Sales Coaches, shall be liable for any indirect, special, incidental, exemplary or consequential damages of any kind or nature, or lost profits or revenue, arising out of or related in any way to this Agreement, even if such damages were foreseeable. In no event shall the liability of TechServe, it’s agents, directors, officers, employees and independent contractors, including Harvyst Consulting Partners, LLC and the Virtual Sales Coaches for claims, suits, damages, liabilities, causes of action or losses arising from or relating in any way to the Services or these Terms and Conditions exceed the total sum paid for the Services for coaching one employee during the 12 months preceding the event giving rise to the claimed loss (or first event giving rise to the loss if more than one event) .

INDEMNITY.  Company will defend, indemnify and hold harmless TechServe, its agents, directors, officers, employees and independent contractors, including Harvyst Consulting Partners, LLC and the Virtual Sales Coaches from all claims, suits, damages, liabilities, causes of action or losses arising out of assertions by Company’s personnel that arise from or relate in any way to the Services.

NON-SOLICITATION. Company shall not directly or indirectly solicit, engage, hire or contract with Virtual Sales Coaches or any other independent contractors directly or indirectly providing services under this contract.

USE OF METRICS. TechServe may collect and utilize data and metrics derived from the services for marketing and other purposes, but will not disclose the identity of Company without its permission.

SUBCONTRACTING AND ASSIGNMENT. TechServe may subcontract some or all of the services provided hereunder, and may assign this contract and its rights and obligations thereunder. Company may not assign this contract without written consent of TechServe.

MODIFICATION.   TechServe may modify these terms or add additional terms upon thirty (30) days written notice to Company prior to the beginning of the next calendar month. If Company does not wish to agree to these changes, it may elect to discontinue the service by providing timely written notice within fifteen (15) days. If TechServe provides notice under this paragraph and Company fails to timely provide notice it does not wish to agree to the new or additional terms, Company will be deemed to have accepted the modified or additional terms contained in the notice.  Otherwise, any modification of this Agreement must be in writing and signed by both parties.

ENTIRE AGREEEMENT AND ENFORCEABILITY.  These Terms and Conditions represent the entire agreement of the parties and supersede all other agreements and representations. If any provisions of these Terms and Conditions are determined to be unenforceable in whole or in part, all remaining provisions shall be given full effect to the extent possible without the unenforceable provision.