GREENSTATION CONSULTING LLC

SERVICES AGREEMENT

 

This Services Agreement (the “Agreement”) is made effective today, by and between GreenStation Consulting LLC and Course (hereinafter referred to as “Company”). GreenStation Consulting LLC and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”

 

THE PARTIES AGREE AS FOLLOWS:

  1. Scope of Services 
    1. GreenStation Consulting LLC will provide Company with the services described in Exhibit A.    All services to be provided hereunder will be referred to as Services.

 

  1. Services and Fees 
    1. The Company shall make payment in accordance with the Addendum attached hereto as Exhibit B. GreenStation Consulting LLC is under no obligation to provide to Client any financial reporting, supporting documentation, or justification of expenditures made in performance of the Services as a condition of payment.

 

  1. Term and Termination
    1. This Agreement shall commence as of the date above (“Effective Date”) and, with the exception of those obligations set forth in Sections 4 and 5, which shall continue beyond the Term of this Agreement, shall remain in force through the date Services are completed.          

 

  1. Any payments made by the Company in accordance with this Agreement shall not be refundable nor creditable for any reason whatsoever.

 

  1. Proprietary Rights: Confidential and Proprietary Information 
    1. GreenStation Consulting LLC agrees that the work product from the Services provided to the Company shall be owned by the Company.  Nothing contained in this section 4.1 should be construed as prohibiting GreenStation Consulting LLC from utilizing in any manner, knowledge and experience of a general nature acquired in the performance of services for the Company.

 

  1. The Company and GreenStation Consulting LLC acknowledge that in connection with this Agreement they may have occasion to receive or review certain confidential or proprietary business information and materials of the other Party. Both Parties undertake at all times, both during and subsequent to this Agreement, not to disclose, except solely to the extent that such disclosure is authorized in writing by the other Party, and not to use, except for the purposes specifically contemplated by this Agreement, all information which is of a confidential nature and of value to either Party. This includes but is not limited to either Party’s branding, processes, business methods and lists, and particulars of clientele or other commercial information whether or not that information is contained in documents marked as confidential. This does not include such information which is now, or hereafter becomes, available in the public domain or is known, or hereafter becomes known, through no fault of the receiving Party.

 

  1. Each party acknowledges that the wrongful use or disclosure of Confidential Information of the other party may result in irreparable harm for which there will be no adequate remedy at law. In the event of a breach by the other party or any of its officers, employees or agents of its or their obligations under this Section 4, the non-breaching party may immediately terminate this agreement without liability to the other party, and may bring an appropriate legal action to enjoin such breach.

 

  1. No Prohibited Use/Intellectual Property.

 

  1. The Company is granted a non-exclusive, non-transferable, revocable license to access certain of GreenStation Consulting LLC’s Confidential, Proprietary and other designated Intellectual Property owned by GreenStation Consulting LLC.  Access to Go-to-Market Self-Paced Training Course materials will be for the period of one year from the date of the Effective Date of this Agreement.  GreenStation Consulting LLC reserves the right to restrict and/or terminate access, if, in its sole discretion, it determines the Company breached any of the terms contained herein. 

 

  1. GreenStation Consulting LLC shall retain ownership of, and all right, title and interest in and to its Intellectual Property. "Intellectual Property" shall mean presentations,  illustrations, trademarks, works of authorship, trade secrets, techniques, know-how, ideas, concepts, designs, and other content or media utilized or created by it, and no license therein, whether express or implied, is granted by this Agreement or as a result of the Workshop(s) offered by GreenStation Consulting LLC and attended by the Company and its participants, with the exception of the Intellectual Property owner’s permission for the Company to use such Intellectual Property for the purposes of Workshop facilitation.  

 

  1. The Company further agrees that it will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, belonging to GreenStation Consulting LLC. GreenStation Consulting LLC’s content is not for resale, nor may it be assigned, transferred or used by any person or entity other than the Company. Further, the Company’s use of the Services provided by GreenStation Consulting LLC does not entitle Company to make any unauthorized use of any protected content.  The Company will use protected content solely for its own use, and will make no other use of the content without the express written permission of GreenStation Consulting LLC. The Company agrees that it does not acquire any ownership rights in any protected content. 

 

  1. The Company agrees not to use the Services or the content or information provided by GreenStation Consulting LLC in any way that would: (i) infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) be fraudulent including, but not limited to, use of the Service to impersonate another person or entity; (iii) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising); (iv) be false, misleading or inaccurate; (v) create potential or actual liability for GreenStation Consulting LLC or its affiliates or service providers, or cause GreenStation Consulting LLC to lose (in whole or in part) the services of any of its service providers; (vi) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (vii) potentially be perceived as illegal, offensive or objectionable.

 

  1. Notwithstanding any other rights or remedies available to it, GreenStation Consulting LLC shall have the right to terminate any license granted in the event of any breach of any of the terms and conditions of this Agreement.

 

  1. Links to Third Party Sites/Third Party Services
    1. Certain Services provided by GreenStation Consulting LLC may contain links and/or access to other websites or sources. (“Linked Sites”). The Linked Sites are not under the control of GreenStation Consulting LLC nor is GreenStation Consulting LLC responsible for the contents of any Linked Site.  Linked Sites are provided as a convenience, and the inclusion of any link does not imply endorsement by GreenStation Consulting LLC or any association with its the owners, operators or promoters of the Linked Sites.

 

  1. No Recordings
    1. The Company acknowledges that the Services provided by GreenStation Consulting LLC are considered valuable Intellectual Property. As such, the Company expressly agrees not to film or take any photographs or recordings of the information provided to the Company or during any Workshop whether recorded or live.

 

  1. The Company acknowledges and understands that in the event that a Company participant films or takes photographs or recordings, GreenStation Consulting LLC will suffer actual damages that will be impractical or extremely difficult to determine. The Company agrees that in the event that unauthorized photographs or recordings are taken by the Company or any individuals invited to the Workshop(s) by the Company, GreenStation Consulting LLC will be entitled to an additional fee, representing liquidated damages, amounting to 20% of the total Workshop fees agreed to under this Agreement, payable by the Company. Such additional fee shall not be considered a penalty, but rather agreed upon monetary damages sustained by GreenStation Consulting LLC.

 

 

  1. NO WARRANTY 
    1. GREENSTATION CONSULTING LLC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE OWNERSHIP, MERCHANTIBILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY GOODS OR SERVICES PROVIDED.

 

  1. GreenStation Consulting LLC shall make best efforts to produce an informative and positive experience for the Company, but GreenStation Consulting LLC makes no representations, guarantees, or warranties as to the effectiveness or performance of the services delivered. 

 

  1. Remote Events; Cancellation Policy
    1. In the event that circumstances beyond GreenStation Consulting LLC’s control require changes to the ability to present live/onsite Workshop Services, the Company understands and expressly agrees that GreenStation Consulting LLC may hold the Workshop remotely, via video conference or other telecommunication methods, and that in doing so GreenStation Consulting LLC will not be deemed to have cancelled or rescheduled the Workshop. In such event, this Agreement shall remain in full force and effect.  The obligation of the Business to make payment to GreenStation Consulting LLC according to the terms of this Agreement is not conditioned on Participant’s satisfaction with the Workshop or how it is held. 

 

  1. Liability, Indemnification and Hold Harmless
    1. To the fullest extent allowed by law, the Company agrees to WAIVE AND DISCHARGE CLAIMS AGAINST, RELEASE FROM LIABILITY, INDEMNIFY, AND HOLD HARMLESS GreenStation Consulting LLC and its parents, subsidiaries and affiliates and their respective past and present officers, directors, stockholders, managers, members, partners, agents and employees (collectively, “Released Parties”) from and against ANY AND ALL LIABILITY including, but not limited to claims, demands, loss, liability, expense, or damage (including attorneys’ fees) on account of, or in any way resulting from any and all personal injury relating to the Services provided herein even if caused by negligence of the Released Parties; This waiver and release is intended to be as broad and inclusive as is permitted by law. 

 

  1. The Company will likewise waive and discharge claims against, defend, indemnify, and hold harmless to the greatest extent permitted by law, GreenStation Consulting LLC, its officers, employees, and agents from and against all arising out of injuries/damages or alleged injuries/damages of any kind suffered by any person arising out of the Company’s use or possession of data, information, results, or materials provided under this Agreement or as a result of Company’s actual or alleged negligence or willful misconduct.

 

  1. General Provisions 
    1. The relationship of the Company and GreenStation Consulting LLC is that of independent contractors at all times, including, but not limited to when on-site/virtual Workshops and optional Custom Plan Development or Evaluation Services are performed by GreenStation. Personnel of both parties are neither agents nor employees of the other party for federal tax purposes or any other purpose whatsoever, and are not entitled to any employee benefits of the other party.

 

  1. No delay, failure or default in performance of any obligation by either party, excepting all obligations to make payments hereunder, shall constitute a breach of this agreement to the extent caused by force majeure.

 

  1. Any assignment in violation of these terms is void.

 

  1. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be conclusively resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorney fees unless the arbitration award specifically provides otherwise.

 

  1. All communications between the parties with respect to any of the provisions of this Agreement shall be in writing, and shall be sent by personal delivery or e-mail to the Company or to GreenStation Consulting LLC as set forth in the preamble of this agreement, until such time as either party provided the other not less than ten (10) days prior written notice of a change of address in accordance with these provisions.

 

  1. The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the laws of  the State of New Jersey, provided, however, that if any provision of this Agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, such provision shall to such extent as it shall be determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement shall otherwise remain in full force and effect.

 

  1.  Any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized representatives of both parties. The failure of any party to enforce any right granted herein, or to require the performance by the other party hereto of any provision of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of this Agreement. All provisions of this Agreement which by their own terms take effect upon the termination of this Agreement or by their nature survive termination (including without limitation the provisions of Sections 4 and 5 shall survive such termination.

 

  1. This Agreement, all attached schedules and all other agreements referred to herein or to be delivered by the parties pursuant hereto, represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and merges all prior discussions between them and supersedes and replaces any and every other agreement or understanding which may have existed between the parties to the extent that any such agreement or understanding relates to providing services to the Company. The Company hereby acknowledges that it has not reasonable relied on any other representation or statement that is not contained in this Agreement.

 

IN WITNESS WHEROF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Agreement date first above written. 

COMPANY INFORMATION

Company name:

Representative name:

Job title:  

Signature:                                                                    Date:

GREENSTATION CONSULTING LLC

Consultant name:

Signature:                                                                    Date:


 

 

EXHIBIT A

GREENSTATION CONSULTING LLC

STATEMENT OF WORK DESCRIBING TRAINING OR WORKSHOP

 

  1. Workshop

Our  Go-to-Market Workshop is specifically designed for go-to-market team leaders (head of sales, head of marketing and/or head of product management).  The Workshop is designed to help you get your product to the market quicker, enter new markets sooner and realize revenue faster.  

Our Workshop is highly structured and guided by a framework developed with more than two decades of go-to-market success.  Over the course of the Workshop, you will learn how to best position your product for success, apply that positioning for success in the market, develop the skills to actively communicate proof of your product’s value, create new sales opportunities and build effective selling channels that drive go-to-market success. 

Our Workshop requires payment of $5,000.00 for up to five (5) attendees. $1,000.00 for each additional attendee. 50% of the full payment is due at the time of booking and the remaining balance is due five (5) business days prior to the first in-person Workshop. For Payment Terms and Conditions See Exhibit B.

☐ On Site Workshop. Our On-Site Workshop requires a two-day commitment from your team. GreenStation will travel to your corporate offices in order to conduct the workshop in person.  Travel Expenses for on-site Workshops are borne by the Company. 

☐ Virtual Workshop.  The Workshop will be delivered online via interactive virtual conferencing over a six-day period (two hours/day), or an otherwise agreed upon schedule.

 

  1. Consulting Services 

 

☐  Go-to-Market Plan Development.  Additional hands-on plan development services.  After the completion of our On-Site or Virtual Workshop, our consultant(s) continue to work with you to facilitate your go-to-market plan development using our B2B Strategic Go-to-Market Framework.  The end result is a fully documented go-to-market plan.

 

               ☐  Go-to-Market Plan Evaluation. Our Consultant(s) will conduct an evaluation of your go-to-market product and technology infrastructure and provide a written assessment of your market readiness, strengths and weaknesses.  

 

Services are billed at $300/per hour. A non-refundable $3,000.00 retainer is required at the time of booking.  After ten hours of Services, the Company will be asked to replenish the retainer in order to keep a positive balance and will continue to be billed on an hourly basis.

 

  1. Other Services 

☒  Go-to-Market Self-Paced Training Course. For marketing, sales and product management leaders aiming to master the Strategic B2B Go-to-Market Framework approach at their own pace, this self-guided course contains the same content as the in-person, consultant-lead workshop.  

 

Full payment in the amount of $750/person is required at the time of booking. 

 

EXHIBIT B

PAYMENT TERMS AND CONDITIONS

This Payment Terms and Conditions Addendum ("Addendum") is made effective this ____ day of ______2023, by and between GreenStation Consulting LLC and ___________________, with corporate offices located at _______________. (hereinafter referred to as “Company”). GreenStation Consulting LLC and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties have entered into a Services Agreement ("Agreement") for the provision of Services; and

WHEREAS, the Parties desire to specify the payment terms and conditions applicable to the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

  1. Payment Schedule: The Company shall make payments to GreenStation Consulting LLC in accordance with the following Service payment schedule:

 

  1. ☐Workshops:     ☐On-Site                                 ☐Virtual 

__________ Due Immediately and Non-Refundable 

  

__________ Due at least five business days prior to the first to the first On-Site or Virtual Workshop and no later than ________________. Payments made are non-refundable. 

  1. ☐Go-to-Market  ☐Plan Development                ☐ Evaluation 

$3,000.00  Due Immediately and Non-Refundable 

You will be notified after ten hours of Services to replenish the retainer in order to keep a positive balance and will continue to be billed on an hourly basis.

 

  1. ☒ Go-to-Market Self-Paced Training Course

$ 750.00/Per User   Due Immediately and Non-Refundable 

 

  1. Payment Method:
    1. Company shall make payments by credit card only for Self-Paced Training Course.   Credit Card, Check or Wire Transfer are accepted for Workshop and/or Consulting Services.
  2. Late Payment:
    1. In the event of late payment by Company, GreenStation shall impose a late payment fee of 1.5%/month, and its discretion, GreenStation LLC, may cancel and/or reschedule the Service. 
  3. Travel Fees : Travel Fees shall be billed to Company at cost and be reimbursedfor full reimbursement by Company to GreenStation Consulting LLC within 15 days of invoice.  GreenStation Consulting LLC consultants will arrange for reasonable their own travel arrangements and provide all relevant receipts to Company. Prior to securing arrangements, GreenStation Consulting LLC will obtain necessary preapprovals from Company for all travel related expenses.  

 

  1. Non-Payment and Remedies:
    1. In the event of non-payment by the Company, GreenStation Consulting LLC may take the following actions, without waiving any other rights or remedies available to it under the Agreement or applicable law:
      1. Suspend or cancel the provision of Services 
      2. Charge late payment fees, as specified in Section 3
      3. Seek reimbursement for any costs incurred
      4. Terminate the Agreement

 

IN WITNESS WHEREOF, the Parties have executed this Payment Terms and Conditions Addendum as of the date first above written.

COMPANY INFORMATION

Company name:

Representative name:

Job title:  

Signature:                                                                     Date:

GREENSTATION CONSULTING LLC

Consultant name:

Signature:                                                                     Date: