This Agreement establishes the legally binding terms under which the Mentor will provide business mentorship and strategic advisory services through the ESS Mentorship Program (“Program”).

The Program consists of twelve (12) one-hour mentorship sessions to be scheduled by the Mentee through the ESS CRM system. Sessions must be completed within the designated program term unless otherwise agreed in writing. Term is 24 months.

All notes, Zoom recordings, documents, templates, proprietary frameworks, strategies, and progress tracking will be maintained within the ESS CRM platform.

Mentor reserves the right to modify program structure for operational efficiency without reducing overall value.

The Mentor agrees to provide:

• Personalized one-on-one strategic guidance
• Customized business growth strategies
• Practical proprietary tools, templates, and frameworks
• Documented session notes and strategic tracking within ESS CRM
• Advisory support consistent with professional standards

The market and Mentee level of effort determines business performance outcomes, funding approvals, revenue targets, or contract awards. The Mentor does not have direct control of the aforementioned.

The Mentee agrees to:

• Schedule sessions through ESS CRM
• Maintain login confidentiality
• Actively implement recommended strategies
• Attend sessions prepared
• Complete assignments before subsequent meetings
• Upload requested documentation timely
• Maintain accurate business records
• Remain responsive and professional

Client authorizes automatic payment processing where applicable.

Refunds will not be issued for: missed sessions, lack of implementation, business performance, or early withdrawal.

Client agrees not to initiate chargebacks or payment disputes. If Client initiates a dispute, Client remains liable for the full contract amount and agrees to reimburse collection costs, legal fees, arbitration fees, and administrative expenses.

If a payment is missed: immediate suspension of CRM access and sessions. Reinstatement only upon full cure of default.

Payment-plan clients may request one (1) pause up to thirty (30) days. Conditions: written notice required, account must be current, program timeline extends accordingly, services suspended during pause. No additional pauses permitted absent written approval.

• Minimum 24-hour notice required for rescheduling
• Cancellations within 24 hours may forfeit the session
• No-shows count as completed sessions
• Unused sessions for the year will roll over to the next year

Mentor may terminate immediately for: fraud or misrepresentation, attempted credit manipulation or unethical conduct, nonpayment, abuse, harassment or defamation, misuse or unauthorized distribution of materials, or breach of any provision of this Agreement.

Upon termination: all remaining balances become immediately due, no refunds issued, CRM access revoked, legal enforcement rights preserved.

All materials, strategies, frameworks, templates, documents, recordings, CRM systems, and methodologies remain the sole intellectual property of the Mentor. Client receives a limited, non-transferable, non-exclusive license for internal business use only.

Client may not replicate, teach, resell, distribute, publish, reverse engineer, or create derivative works. Violation constitutes material breach.

During the Program and for thirty-six (36) months thereafter, Client agrees not to create, market, or sell a substantially similar mentorship or advisory program derived from Mentor’s proprietary systems; not to solicit Mentor’s clients, contractors, staff, or affiliates; and not to misrepresent affiliation with Mentor.

If jurisdiction limits non-compete enforceability, provision shall be interpreted to maximum enforceable extent.

Both Parties shall maintain confidentiality of proprietary, financial, and strategic information. Confidentiality survives termination.

Mentor provides advisory services only. No guarantees are made regarding revenue, funding approval, contract awards, profitability, or business success. Client acknowledges results depend on execution and market conditions.

To the fullest extent permitted by law, Mentor’s total liability shall not exceed the amount paid under this Agreement. Mentor shall not be liable for indirect, incidental, consequential, or lost-profit damages.

Client agrees to indemnify and hold harmless Mentor from any claims, losses, liabilities, damages, or expenses arising from Client’s business activities or misuse of Program materials.

Any dispute arising out of this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

• Venue: Mentor’s principal state of business
• Arbitration shall be confidential
• Parties waive right to jury trial
• Prevailing party entitled to attorney’s fees and costs
• No class actions permitted

This Agreement shall be governed by the laws of the State of Georgia without regard to conflict of law principles.

Neither Party shall be liable for delays caused by events beyond reasonable control.

This Agreement constitutes the entire understanding between Parties and supersedes all prior communications. Amendments must be in writing and signed by both Parties.