Master Training & Consulting Agreement — Preview

1. Parties & Business Purpose

The final agreement will be between Abraham Read, doing business as Abe The Turf Guy ("Consultant"), and the business entity identified in the signature block ("Client"). The engagement is private business-to-business educational and operational consulting intended to transfer artificial-turf and putting-green knowledge to Client’s personnel. It is not a consumer trade school, franchise, dealership, employment placement service, public certification course or promise of a business opportunity.

2. Scope Of Intensive

Unless a signed statement of work says otherwise, the standard engagement consists of five private training/consulting days for up to four Client participants, followed by 90 days of reasonable remote implementation support. Topics may include estimating, project planning, turf selection considerations, site preparation, base and grading concepts, drainage considerations, cutting, seaming, edging, transitions, synthetic-lawn installation, putting-green construction concepts, contours, infill, troubleshooting, quality control, sales process and operational judgment.

Consultant may adapt the agenda based on Client’s existing capability, site conditions, project availability, safety, weather, materials, participant skill and the highest-value non-overlapping knowledge identified during the engagement.

3. Fee, Deposit & Payment

The standard professional fee is $24,500 USD unless the signed statement of work states another amount. The final agreement will specify the deposit required to reserve dates and the date by which the remaining balance is due. No training dates are guaranteed until the required payment and signed agreement are received.

Client is responsible for taxes, bank charges, chargeback costs and collection costs to the extent permitted by law. Undisputed amounts not paid when due may result in suspension or cancellation of the engagement and remote support.

4. Travel & Out-Of-Pocket Costs

Unless expressly included in a written quote, the $24,500 professional fee does not include airfare, baggage, rental vehicle, mileage, lodging, parking, tolls, shipping, project materials, equipment rental, permits or other third-party expenses. The final statement of work will state whether Client books travel directly, prepays an agreed travel allowance, or reimburses documented reasonable travel expenses.

Consultant will not intentionally incur materially unusual travel expenses without Client approval when advance approval is reasonably practicable.

5. Scheduling, Rescheduling & Cancellation

Because five consecutive private days remove Consultant from other work and may require nonrefundable travel purchases, the final agreement may provide that deposits become nonrefundable after specified scheduling milestones. A Client-requested reschedule is subject to Consultant availability and may require reimbursement of nonrefundable travel or change fees.

If Consultant must cancel for illness, emergency, unsafe conditions or circumstances beyond reasonable control, the parties will first attempt to reschedule. If rescheduling is not reasonably possible, the final agreement will state the refund treatment for professional fees attributable to undelivered days. Neither party is liable for consequential losses caused solely by a force-majeure event.

6. No Earnings, Revenue Or ROI Guarantee

Client acknowledges that the engagement does not guarantee revenue, profit, project volume, customer demand, sales conversion, cost savings, labor efficiency, employee retention, business growth, licensing approval, bid success or return on investment. Any business-case calculations, examples, estimates or discussions are illustrative only and depend on Client’s market, pricing, execution, staffing, sales, costs, compliance and other factors outside Consultant’s control.

7. No License, Certification Or Professional Credential

The engagement provides education and operational consulting only. It does not confer a government license, contractor license, landscape license, manufacturer certification, professional credential, trade-school certificate or legal authority to perform regulated work. Client must independently determine what licenses, permits, supervision and professional services are required in every jurisdiction where it operates.

8. Client Controls Its Business & Projects

Client retains sole control of its business, customers, contracts, bids, pricing, employees, subcontractors, scheduling, warranties, materials purchasing, project management and final decisions. Consultant does not become Client’s partner, joint venturer, franchise operator, fiduciary, officer, manager, agent or general contractor merely by providing training or consulting.

Client is responsible for verifying that every project is lawfully contracted and performed through the appropriately licensed and insured business structure required by the applicable state and local authorities.

9. Worker Classification & No Automatic Employment Relationship

The parties will not rely on labels such as “1099,” “subcontractor” or “independent contractor” to determine worker status. If Consultant or any Client personnel perform hands-on services beyond educational demonstration, the lawful relationship must be evaluated from the actual facts, control, supervision, financial arrangement and governing law before the work occurs. Nothing in the agreement overrides federal or state worker-classification law.

10. Jobsite, Safety & Multi-Employer Responsibilities

Client is the host company for any Client-controlled jobsite unless the signed statement of work expressly provides otherwise. Client is responsible for lawful site access, customer authorization, utility-location procedures, permits, competent supervision, hazard communication, emergency procedures, equipment condition, personal protective equipment, first aid, site-specific safety requirements and compliance with applicable OSHA/state-plan rules.

Consultant may stop or decline any demonstration or activity that Consultant reasonably believes is unsafe, unlawful, outside the agreed scope, beyond Consultant’s qualifications, or inconsistent with required licensing or supervision. A refusal to participate in unsafe or unlawful work is not a breach.

11. Insurance & Risk Allocation

Before any hands-on jobsite activity, Client may be required to maintain commercially reasonable general liability, workers’ compensation and automobile coverage applicable to its operations and personnel, together with any insurance required by law or Client’s customer contract. The final agreement may require certificates of insurance and additional-insured status where commercially appropriate and legally available.

Each party remains responsible for loss caused by its own negligence, willful misconduct or breach, subject to the limitations and indemnity provisions in the final agreement and applicable law.

12. Materials, Site Conditions & Third-Party Products

Client is responsible for approving and purchasing project materials unless the statement of work expressly assigns that responsibility to Consultant. Consultant may discuss products and field preferences based on experience, but third-party products remain subject to manufacturer specifications, availability, warranties and limitations. Consultant does not warrant products manufactured or supplied by others.

Hidden conditions, unsuitable soils, drainage failures, utilities, contamination, subsurface conditions, engineering needs and pre-existing defects may require additional work or licensed professional evaluation outside the training scope.

13. Intellectual Property & Internal-Use License

Consultant retains ownership of Consultant’s pre-existing methods, training frameworks, checklists, diagrams, written materials, presentations, templates, processes, photographs and other proprietary content. Upon full payment, Client receives a limited, non-exclusive, non-transferable license to use training materials internally for Client’s own operations and employee development.

Client may not resell, sublicense, publish, post publicly, distribute to unrelated companies, create a competing training product from, or commercially teach Consultant’s proprietary materials without prior written permission. Client retains ownership of Client’s pre-existing confidential information, customer lists and proprietary materials.

14. Confidentiality

Each party will use reasonable care to protect nonpublic business information disclosed by the other and will use it only for the engagement. Confidential information does not include information that is publicly available through no breach, independently developed without use of the other party’s confidential information, or lawfully received from a third party without a confidentiality duty.

Disclosure required by law, subpoena or government order is permitted, with reasonable advance notice when legally allowed.

15. Photos, Testimonials & Publicity

No client name, logo, testimonial, identifiable customer project, private jobsite image or confidential project detail may be used in marketing unless the appropriate owner grants permission. General non-identifying educational observations may be used only if they do not disclose Client confidential information.

16. 90-Day Remote Support

Remote support means reasonable follow-up questions related to implementation of the intensive during the 90-day period stated in the final agreement. It is not unlimited on-call labor, project management, estimating for every future job, emergency response, legal/compliance advice, engineering, design licensure, or an obligation to perform field work. Consultant may consolidate repetitive questions and schedule calls at mutually reasonable times.

17. Limited Warranties & Disclaimer

Consultant warrants only that the consulting services will be performed in a professional manner consistent with Consultant’s practical field experience. To the maximum extent permitted by law, all other warranties—express, implied or statutory—are disclaimed, including warranties of merchantability, fitness for a particular purpose, uninterrupted business results or suitability for a specific regulated project.

18. Limitation Of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive, exemplary or consequential damages, or for lost profits, lost revenue, lost opportunities or business interruption arising from the engagement, even if advised of the possibility.

Except for obligations that cannot lawfully be limited, payment obligations, misuse of intellectual property, breach of confidentiality, fraud, willful misconduct, or indemnity obligations expressly stated in the final agreement, Consultant’s aggregate contractual liability arising from the engagement should not exceed the professional fees actually paid to Consultant under the applicable statement of work. Final enforceability depends on governing law and should be reviewed by counsel.

19. Indemnification

The final agreement may require Client to defend and indemnify Consultant from third-party claims, fines, losses and reasonable legal costs arising from Client’s customer contracts, unlicensed or unauthorized contracting, Client-controlled jobsite conditions, Client employees/subcontractors, Client’s violation of law, Client’s misuse of training materials, or Client’s negligent or willful acts—except to the extent caused by Consultant’s own negligence or willful misconduct.

Any indemnity provision will be interpreted only to the extent enforceable under the law applicable to the particular engagement and project.

20. Disputes, Good-Faith Resolution & Arbitration

The final agreement may require senior representatives of both businesses to attempt good-faith resolution before filing a formal claim. Unless the parties agree otherwise in writing, the contemplated master form uses Oregon law, without regard to conflicts rules, for the consulting contract itself.

For a business-to-business dispute not resolved informally, the final agreement may require binding arbitration in Oregon under a mutually specified arbitration provider/rules, while preserving either party’s ability to seek temporary injunctive relief for misuse of intellectual property or confidential information and preserving any small-claims remedy that cannot or should not be waived. The final arbitration clause should be reviewed for the client’s jurisdiction and transaction before signature.

21. No Authority To Bind The Other Party

Neither party may sign contracts, make warranties, incur debt, hire personnel, purchase materials or make representations on behalf of the other unless expressly authorized in a separate writing.

22. Non-Solicitation / Personnel Protection

If included in the final agreement, any personnel non-solicitation restriction will be narrow, time-limited, directed at intentional recruitment of personnel introduced through the engagement, and subject to applicable state law. Nothing will prohibit general advertisements or lawful employee mobility where a restriction is prohibited by law.

23. Force Majeure

Neither party is liable for delay caused by events reasonably outside its control, including severe weather, wildfire, natural disaster, government order, transportation disruption, labor interruption, illness, emergency, unsafe jobsite conditions or material unavailability. The affected party must provide reasonable notice and the parties will attempt in good faith to reschedule or adjust performance.

24. Entire Agreement, Amendments & Severability

The signed master agreement and applicable statement of work will constitute the entire agreement for the engagement and supersede inconsistent preliminary discussions or website descriptions. Amendments must be in writing and accepted by authorized representatives. If a provision is unenforceable, it should be narrowed or severed to the minimum extent necessary while the remainder stays effective where permitted by law.

25. Electronic Signatures & Counterparts

The final agreement may be signed electronically and in counterparts, each treated as an original and together constituting one agreement, to the extent permitted by applicable law.

26. Signature Information To Capture

• Client legal business name and state of formation
• Client principal business address
• Authorized signer name, title and email
• Training location and applicable state
• Five training dates and participant names/roles
• Professional fee, deposit, balance due date and travel allocation
• Any live-project scope and who holds the customer contract
• Required licenses, site supervisor and insurance certificates
• Any project-specific exclusions or additional terms