Service Agreement
Steven Robert Young — Fractional Sales Management
1. Nature of Services
Consultant provides sales evaluation, strategic planning, training, coaching, and management advisory services (the "Services") as described in the Statement of Work ("SOW") attached to and incorporated into this Agreement as Exhibit A. The SOW specifies the applicable service tier (Standard, Team, or Extended), the specific deliverables included, session frequency, and pricing for the engagement. In the event of any conflict between this Agreement and the SOW, the SOW governs as to scope and deliverables, and this Agreement governs as to all other terms. Consultant does not guarantee any specific sales outcome, revenue increase, or business result. Client acknowledges that sales performance depends on numerous factors outside Consultant's control, including but not limited to market conditions, Client's product or service quality, Client's personnel, Client's execution of recommendations, and competitive dynamics.
2. Payment Terms
Fees are due monthly, in advance, on the first day of each service month, per the rate specified in the SOW. Payment is due via [ACH / credit card / invoice — specify method] within five (5) business days of invoice date. Accounts unpaid after fifteen (15) days are subject to a late fee of [1.5%] per month on the outstanding balance. Consultant may suspend Services, without liability, for any account more than fifteen (15) days past due, upon written notice to Client. The Month 1 fee, evaluation, and initial training are included in the first month's payment and are not billed separately. No refunds are provided for partial months or for Services already rendered.
3. Expenses
Client is responsible for reasonable, pre-approved travel and out-of-pocket expenses if in-person engagement is requested by Client beyond the standard remote delivery of Services. Consultant's own tools, software, and standard business expenses are not billed to Client.
4. Intellectual Property
All frameworks, methodologies, diagnostic instruments, and training materials developed or used by Consultant, including any adaptation of them to Client's specific business, remain the sole property of Consultant. Client receives a non-exclusive, non-transferable license to use materials specifically prepared for Client's internal business operations during and after the engagement, but may not resell, sublicense, or distribute Consultant's underlying methodology or materials to third parties. Client retains ownership of its own business data, CRM records, and internal documents shared with Consultant during the engagement.
5. Non-Solicitation
During the engagement and for twelve (12) months following its termination, Client agrees not to directly hire, engage, or contract Consultant's services in a manner that circumvents this Agreement's fee structure, without Consultant's written consent.
6. No Guarantee of Results
Consultant makes no warranty, express or implied, regarding the results of the Services. Any figures, case studies, or past outcomes referenced by Consultant are illustrative only and are not a prediction or guarantee of similar results for Client.
7. Client Responsibility for Implementation
Client retains full authority over, and responsibility for, all business decisions, including whether to implement any recommendation provided by Consultant. Consultant advises and trains; Client's personnel execute. Consultant is not responsible for outcomes resulting from Client's modification, partial implementation, or non-implementation of Consultant's recommendations.
8. Limitation of Liability
To the maximum extent permitted by law, Consultant's total liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client to Consultant in the three (3) months preceding the claim. In no event shall Consultant be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or lost revenue, even if advised of the possibility of such damages.
9. No Liability for Third-Party Actions
Consultant is not responsible for the actions, inactions, performance, or conduct of Client's employees, contractors, or sales representatives, including any failure to follow trained procedures.
10. Indemnification
Client agrees to indemnify and hold Consultant harmless from any claims, damages, or expenses arising from Client's business operations, Client's employment decisions, or Client's implementation of Consultant's recommendations, except to the extent caused by Consultant's gross negligence or willful misconduct.
11. Scope Exclusions
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Consultant does not configure, administer, maintain, or perform any technical setup of Client's CRM or other software systems, regardless of scope or duration. Consultant may review CRM data and reporting as part of pipeline and deal review, but does not perform system configuration of any kind. Client is responsible for engaging separate technical resources for any CRM setup, cleanup, or administration.
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Consultant does not source, screen, or make hiring decisions on Client's behalf. Any candidate assessment provided is advisory only.
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Consultant is not engaged as an employee, officer, or fiduciary of Client, and this Agreement does not create an employment, partnership, or agency relationship.
12. Independent Contractor Status
Consultant is an independent contractor, not an employee or agent of Client, and is not authorized to bind Client to any obligation. Client shall direct and evaluate the results of the Services but shall not direct or control the specific means, methods, schedule of daily work, or manner by which Consultant performs the Services. Consultant determines its own working hours, methodology, and approach to fulfilling the SOW, subject only to the deliverable dates and outcomes specified in the SOW.
13. Term and Termination
This Agreement has a minimum term of six (6) months from the engagement start date. After the minimum term, the Agreement continues on a month-to-month basis. Either party may terminate with sixty (60) days' written notice.
14. Confidentiality
Each party agrees to keep confidential any non-public business information disclosed by the other party during the engagement, except as required by law.
15. Governing Law
[Governing law state — to be selected by attorney. Note: the choice of governing state affects the enforceability of Sections 4 (Limitation of Liability) and 6 (Indemnification); this should be a deliberate strategic choice made with counsel, not simply the state of Consultant's residence.] governs this Agreement, without regard to conflict-of-law principles.
16. Statement of Work
A separate SOW is executed for each Client at engagement start, specifying: service tier and price, session frequency and format, specific deliverables per stage (Evaluate, Plan, Train and Coach, Manage), and any tier-specific inclusions such as leadership-meeting attendance. No Services begin until an SOW is signed by both parties.
17. Force Majeure
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disaster, illness, or other unforeseeable events, provided the affected party gives prompt notice and resumes performance as soon as reasonably possible.
18. Notices
All formal notices under this Agreement, including notice of termination, must be delivered in writing via email with read receipt or confirmed delivery, to the addresses specified by each party at the start of the engagement.
19. Entire Agreement; Amendment
This Agreement, together with its SOW, constitutes the entire agreement between the parties regarding the Services and supersedes any prior oral or written understanding. Amendments must be made in writing and signed by both parties.
20. Severability
If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable, consistent with the parties' original intent.