Last Updated: June 01, 2024

WHEREAS, Factor 8 is a well-regarded service provider in the sales enablement and sales training space;

WHEREAS, Client desires to engage and/or make use of the Services as described in greater detail in the attached SOW;

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

Terms

This Agreement is effective from the Effective Date set forth in the most recently executed SOW or Order Form to five (5) years thereafter (the “Term”), unless extended by written agreement of the parties or sooner terminated as permitted by this Agreement. If the Services under a SOW and/or Purchase Order extend beyond the expiration of the Term, the terms herein shall continue to apply to such SOW and/or Purchase Order until its termination or expiration.

The total cost of the Services being provided and payment terms to Client shall be listed in each Order Form or SOW.

Access to the Services will not begin until the Client completes the Factor 8 Order Form/SOW and supporting Partner documentation when needed.

Client acknowledges and agrees that consistent involvement and engagement from a designated sales leader and/or executive (“Program Sponsor”) from Client’s team is essential to the successful implementation of the Services provided by Factor 8. Client acknowledges that failure to appoint and/or failure by the Program Sponsor to fulfill the minimum requirements of his or her role (as described below) shall significantly hinder Client’s likelihood of seeing results from the Services. Client acknowledges and agrees that it is required to designate a Program Sponsor within ten (10) days following the date of execution of this Agreement. The Program Sponsor will be required to, at a minimum, (i) participate in monthly strategic discussions with Factor 8’s designated “Executive Sponsor” and relevant staff relating to the overall progress of the engagement and the efficacy of The Services; (ii) participate in quarterly business reviews with Factor 8’s Executive Sponsor and relevant staff; (iii) communicate regularly with Factor 8’s Executive Sponsor. Failure by Client to appoint a Program Sponsor or failure by the Program Sponsor to abide by the requirements outlined in this section shall be deemed a material breach of this Agreement. Whether Client has failed to fulfill its obligations under Section II (d) and this agreement writ-large shall be determined by Factor 8.

Upon any termination or expiration of  this Agreement: (i) Client shall, within (10) business days pay all amounts due and owing to Factor 8 for Services previously rendered and Deliverables previously delivered to Client through the date of termination, along with any pre-approved reimbursable expenses and any liquidated fees/sums as described in this Agreement; (ii) each Party shall return or, at the other party’s option, destroy, all copies of the Confidential Information then in its possession; and (iii) each party shall promptly return to the other party any and all Intellectual Property of the other Party.

Client acknowledges that Factor 8 does not and cannot guarantee a specific outcome resulting from the provision of the Services. However, Factor 8 has demonstrated that clients are more likely to experience a successful outcome through the provision of the Services if they adequately fulfill all their obligations and expectations outlined in this Agreement.

As part of the initial onboarding process, Factor 8 will develop and deliver a detailed custom “Enablement Plan” for Client, which may be amended from time to time to cater to the specific needs of Client. Any obligations outlined in the Enablement Plan shall be expressly incorporated into this Agreement and failure to meet such obligations shall bear identical consequences as a failure to meet the obligations set forth in this Agreement. Factor 8 may incorporate Client’s redacted audio and video calls in the Sales Bar to customize and improve the learning experience.

Each Party acknowledges that, they  own all right, title, and interest, in the their respective intellectual property which shall specifically include the Services and intellectual property rights , whether registered or unregistered, including all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, domain names, and similar designations of source, sponsorship, association, or origin, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all similar or equivalent rights and forms of protection (hereinafter, the “Intellectual Property””). Each Party represents and warrants that it shall not use the Intellectual Property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of the other Party or that violates any applicable law. Client further agrees that upon termination or expiration of this Agreement that it shall provide the other Party with written notice that it has deleted, dispensed of, and/or returned any and all of the Intellectual Property. Each Party  acknowledges that a breach of this section would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

Licenses to the Factor 8 program and The Sales Bar may not be transferred among members of Client’s team. If additional licenses are needed, they may be purchased at the current rate offered in the Client’s SOW or Order Form. In the event of an overage with respect to licenses by Client, Factor 8 agrees to notify Client within a reasonable time after learning of the overage. After receipt of notice from Factor 8, Client agrees to sign an addended SOW or Order Form to account for the additional licenses.  

All pre-existing intellectual property rights, title and interest of every kind and nature whatsoever, whether now known or unknown, shall be and remain the sole and exclusive property of each Party.

Miscellaneous

Client agrees that Factor 8 may use Client’s name, logo, and training success stories on Factor 8’s website, and as a part of a general list of Factor 8’s clients for use and reference in corporate, promotional, and marketing literature.

Each Party acknowledges that in connection with this Agreement it may gain access to proprietary non-public information about the other Party, its business affairs, products, confidential intellectual property, trade secrets, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media (collectively, “Confidential Information”).  Each Party shall not disclose the Confidential Information to any third-party person or entity for any purposes beyond the scope of the access granted in this Agreement and shall safeguard the Confidential Information from use by or disclosure to anyone other than as permitted by this Agreement employing at least the same degree of care it uses to protect its own similarly Confidential Information, but no less than a reasonable degree of care. Upon termination or expiration of this Agreement, each Party shall return, delete, remove, and/or destroy all Confidential Information and provide written confirmation to the other Party that all such Confidential Information has been removed within five (5) business days following the date of expiration or termination. Throughout the engagement, Client will be asked to submit sample work, audio, and video.  Factor 8 retains the right to use these samples across all clients in The Sales Bar once proprietary information has been redacted.

Any expenses incurred while Factor 8 is delivering the Services to the Client will be expensed at cost – including airfare, hotel accommodations, transportation, meals, incentives etc.  The cost of materials is already included. Incentives and giveaways (candy, gift cards, etc.) will be used during training to keep energy high and reward performance and will not exceed $100 / day and billed to Client at cost in the following invoice.

No waiver of rights, terms or conditions of this Agreement will be effective unless such waiver is in writing and signed by the Party charged with the waiver.  No such waiver shall reduce the rights or remedies of a Party by reason of any breach by the other Party hereunder.  Waiver by one Party of the performance of any covenant, condition or promise of the other Party shall not invalidate this Agreement, nor shall it be deemed to be a waiver by such Party of the performance of any other covenant, condition or promise by such other Party (whether preceding or succeeding and whether of the same or similar nature).  No failure or delay by one Party to exercise any right it may have by reason of the default of the other Party shall operate as a waiver of default or modification of this Agreement or shall prevent the exercise of any right by such Party while the other Party continues to be so in default.

This Agreement, inclusive of the Order Form, SOW and Enablement Plan may only be modified or amended upon agreement of the parties in writing to such amendment or modification.

If any provision of this Agreement or application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement (including the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable) shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

In the event a dispute arises amongst the Parties that is initiated by Client, Client agrees to attempt to resolve the dispute by means of good faith negotiations for a period of at least 14 days. If the dispute has not been resolved within the prescribed 14-day period and Client wishes to pursue adjudication of the dispute via any means provided for by this Agreement, as a prerequisite to litigation or adjudication, Client must engage in formal mediation with Factor 8, for which Client agrees to bear 50% of the associated costs. For the avoidance of doubt, any dispute initiated by Factor 8 shall not be subject to the procedure/protocol outlined in this section.

This Agreement shall be governed by, interpreted, construed, and enforced in accordance with the laws of the State of Arizona. Any action with respect to a dispute arising from or involving this Agreement, including but not limited to any actions to enforce any provision of this Agreement and any action to obtain any remedy with respect to this Agreement, shall be brought in a court of competent jurisdiction within Maricopa County, Arizona. The Parties agree and irrevocably consent to venue and jurisdiction in these courts. In the event of any action taken to enforce this Agreement, the successful Party shall be entitled to an award of its reasonable attorneys’ fees and any costs incurred in connection therewith, including non-taxable costs and legal expenses.

This Agreement will be binding upon and inure to the benefit of each Party and its respective successors and permitted assigns, as expressly agreed by Factor 8 in its sole and absolute discretion, and no third party is intended to be a beneficiary of or have the right to enforce this Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings in connection therewith. No oral agreements or understandings between the Parties, and no oral modifications of this Agreement or the attached SOW, shall be binding upon them.

Without the prior written consent of the other party, both parties agree that during the Term of this Agreement, as may be extended, and for two (2) years thereafter, neither party will directly or indirectly encourage or solicit any employee, consultant, or independent contractor of the other party to leave the employ of the other party for the purpose of having that employee, consultant, or independent contractor become associated as an employee, consultant, or independent contractor of the other party or with any other entity. 

Each party shall indemnify, defend and hold the other party, its affiliates, and their respective officers, managers, employees, agents and representatives, harmless for, from and against any and all claims, losses, costs, damages, and liabilities, including reasonable attorneys’ fees, incurred, caused or occasioned by, in connection with or arising out of the gross negligence or willful acts or omissions of the other party, its officers, managers, agents, employees or representatives, in connection with the provision of services under this Agreement. Both parties’ obligation to indemnify under this paragraph will survive the termination or expiration of this Agreement for a period of two years, subject only to any applicable statutes of limitations and any other legal or equitable defenses.

Factor 8 shall not be responsible for delays or failure to provide the Services due under this Agreement if such delay or failure is caused by or prohibited by causes beyond Factor 8’s control including, but not limited to labor disputes or strikes, fire, accidents, Acts of God, pandemics or epidemics, government order, regulation, law, or ordinance (local, state, or federal), or any other events or conditions beyond Factor 8’s reasonable control. Client agrees to use all reasonable efforts to remedy such conditions as quickly as possible to facilitate Factor 8’s performance under this Agreement, and prior to providing notice of any alleged breach of this Agreement.

Notwithstanding any provision herein to the contrary, in no event will either Party be held liable for punitive, consequential, or exemplary damages.

All notices permitted or required by this Agreement will be given in writing and deemed delivered by email, in each event addressed to the Party for whom such notice of communication is intended, at such Party’s address as follows:

If to Client: [Email] Must be shared in executed SOW or Order Form

If to Factor 8: [Client Name] Factor 8, LLC

[c/o Contact] Factor 8 Legal Team

[Email] info@factor8.com

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 15 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

Notices

Any written notices required or permitted by the Terms should be sent to info@factor8.com.  

Contact Us

If you have any questions about these Terms, please contact us:

By email: info@factor8.com