Terms and Conditions

Business Development Coaching Services.

Phil Cox (trading under Global Law Marketing LLC) will perform business development and sales training and coaching services for Client with respect to the teaching objectives set forth below. Such services are collectively referred to as the “Services". The precise mix and order of Services shall be determined by the Client and Phil Cox based upon an assessment by them of the strengths and weaknesses of Client business development skills to achieve maximum teaching effectiveness of the Services. Services shall be provided by phone and by available Internet conference devices, as agreed by the parties. Client agrees to an initial three-month minimum term. After the initial three month term has passed the Client will automatically move to a monthly service which can be cancelled or paused at any time for any reason, as covered in more detail below.

Teaching Objectives. Subject to initial and further discussion and depending on Client’s specific needs, as agreed by Client and Phil Cox, a coach will:

- Teach Client to better identify and target potential Clients and referral sources

- Help Client prepare for upcoming pitches and provide intuitive guidelines for communicating with potential and actual Clients

- Help Client to develop their “elevator pitch” and teach Client how to quickly adjust it for each audience Work with Client to create a personal brand

- Identify relationship strategies for getting in contact with important contacts

- Guide Client in developing better business development workflow habits through small, manageable action items Provide a sense of accountability, discipline, structure, and prioritization for Client’s team

- Serve as a teacher, guide, and strategist

- Address the limiting beliefs and obstacles that are currently stopping Client from doing more business development work

- Push Client to step out of their comfort zone, while recognizing and working with their unique skills Inspire excitement and enthusiasm for business development work

- Help Client think creatively about what business development actions to employ

- Supply templates and tools both developed by Phil Cox and available from other sources that are tried, tested and ready to use

- Give Client an efficient, effective, and less painful, system for Client follow up

Services Delivery. Phil Cox will meet with Client approximately 2 times per month for a period of approximately one hour each session. The Client will also receive guidance between official coaching calls via email, video conferencing or phone call. The exact amount of time allocated to the Client each month is at Phil Cox’s sole discretion.

Out-of-Scope Assignments. During the term of this agreement, the Client may wish to assign additional projects, products, or services to Phil Cox beyond the Services described above ("Out-of-Scope Assignments"). Phil Cox will work on such Out-of- Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to Phil Cox and other relevant terms and conditions. Nothing in this Agreement will be deemed to require Phil Cox to undertake any act or perform any Out-of-Scope Assignments.

Pausing the Service. After the initial 3-month coaching period clients may pause the Coaching Services in monthly increments either via the Stripe Customer Portal, or by letting Global Law Marketing LLC know via email, or verbally, a minimum of 15 days prior to the next billing cycle. Either party can access the Stripe Customer Portal to pause the account, and either party can resume as well.

Cancellation. Either party may cancel the Agreement at any time after the three-month anniversary of this Agreement, for any reason, by giving 30 days prior written notice. Neither Client nor Global Law Marketing LLC shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, weather, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.

After cancellation of services each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information within fifteen (15) days after the termination of this Agreement.

Confidentiality. To facilitate the training and coaching process Global Law Marketing LLC may direct client to provide proprietary materials from Client’s records to give Global Law Marketing LLC information as to Client’s client base, referral sources, professional connections and other information which will clearly identify avenues for Client business marketing and such materials will constitute Confidential Information of Client as defined and protected under this Agreement and will not be used by Global Law Marketing LLC for any purpose except the provision of Training and Coaching Services to Client pursuant to this Agreement.

The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement.

Ownership of Training and Coaching Materials. Global Law Marketing LLC will, at its discretion, provide to Client study materials from the Global Law Marketing LLC knowledge bank, from other propriety sources, from public sources, or bespoke materials prepared by or at the direction of Global Law Marketing LLC. Global Law Marketing LLC shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by Global Law Marketing LLC or its licensors, and regardless of whether incorporated in any Work Product, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to Client's unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the "look and feel" of the Materials or other deliverable, in connection with the Services (or partially in connection with the Services) (collectively, "Global Law Marketing LLC Materials"). Subject to fulfillment of Client's payment obligations hereunder, Global Law Marketing LLC hereby grants Client a worldwide, perpetual, irrevocable, royalty-free, nonexclusive license, to use Global Law Marketing LLC Materials actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that Client shall not have the right to publish or distribute any Global Law Marketing LLC Materials other than as part of such Work Product or to create derivative works of Global Law Marketing LLC Materials.

Subcontractors. Client acknowledges that Phil Cox may, in rendering the Services hereunder, engage third-party suppliers and other vendors and subcontractors ("Subcontractors") from time to time to provide certain services under this contract. Phil Cox shall supervise such services and endeavor to guard against any loss to Client as the result of the failure of Subcontractors to properly execute their commitments, but Phil Cox shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to Phil Cox's negligence or willful misconduct. If Client enters into arrangements with third-party vendors, subcontractors or suppliers regarding the provision of materials or services ("Preferred Suppliers") and requests that Phil Cox utilize such Preferred Suppliers in the discharge of Phil Cox's obligations hereunder, Client remains solely responsible for the performance by and the payment of such Preferred Suppliers.

Third Party Licenses. It is understood that Phil Cox often licenses materials from third parties for inclusion in Work Product or presentation at sessions. In such circumstances, ownership of such licensed materials remains with the licensor, and Client agrees that it remains bound by the terms of such licenses and that it does not obtain proprietary rights in such third-party materials beyond the terms and conditions contained in the pertinent license.Phil Cox will keep Client informed of any such limitations.

Client Names and Marks. Client hereby grants Global Law Marketing LLC the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Global Law Marketing LLC and a brief scope of services provided.

Independent Contractors; No Partnership or Joint Venture. Phil Cox shall perform its duties under this Agreement as an independent contractor.

Client Indemnity. Client shall indemnify, defend, and hold harmless Phil Cox, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each an "Phil Cox Indemnitee") from and against any and all Loss incurred by an Phil Cox Indemnitee based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a "Claim") made or brought against any Phil Cox Indemnitee with respect to any products or services which Phil Cox prepared or performed for Client hereunder to the extent that such Claim relates, in whole or substantial part, to: (I) the inaccuracy of any information supplied by Client or its agents to Phil Cox including, without limitation, information concerning Client's products and services, the products or services of Client's competitors or Client's product or service category;(ii) the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by Client or its agents to Phil Cox to be included in any Materials or media; (iii) the use of any materials or data provided or created by Phil Cox and changed by Client or its agents or used in a manner different from that agreed by the parties; (iv) risks or restrictions known by Client where Client nonetheless elected to proceed; (v) death, personal injury, or product liability (including health and safety) claims or actions arising from the use of Client's products and services; (vi) the unauthorized or improper use of Materials or the Marks by Client, Client's designees, licensees, distributors, franchisees or Client Affiliates; (vii) claims brought by Client's employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Client has a contractual or supplier relationship; (viii) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right; (ix) any material breach of the terms of this Agreement by, or any act of omission of, Client or its agents or employees relating to media commitments made by Phil Cox pursuant to Client's approval as provided for herein; and (x) the negligence, gross negligence, bad faith, or intentional or willful misconduct of Client or its employees, agents or Client Affiliates.

Phil Cox Indemnity. Excluding claims covered by Section 8(a), Phil Cox shall indemnify, defend, and hold harmless Client, the Client Affiliates, and their respective employees, members, managers, officers, directors, shareholders, and agents (each a "Client Indemnitee") from and against any and all Loss incurred by a Client Indemnitee based upon or arising out of any Claim made or brought against Client arising out of the production or dissemination of materials produced hereunder that involve (I) libel, slander, defamation, copyright infringement, right of publicity and/or invasion of right of privacy arising out of work created by Phil Cox and in final form (i.e., ready to be disseminated to the public); or (ii) damage to or destruction of personal property, injury to or death of any person directly attributable to or arising out of Phil Cox's negligence or willful misconduct in connection with the performance of the Services hereunder.

LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS (EXCLUDING DIRECT DAMAGES FOR PHIL COX’S FEES), BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL PHIL COX'S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE REVENUE PAID BY CLIENT TO PHIL COX IN ACCORDANCE WITH THIS AGREEMENT.

Governing Law. The rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of New Jersey, without regard to its conflict of laws rules or choice of law principles. Exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in the State of New Jersey.