Agreement The Guidant Network Provider Participation

1.1 Independent Contractor Status: Providers enter into The Guidant Network as independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between The Results Group, Ltd. / The Guidant Network and the Provider. Providers are solely responsible for directing and controlling their own operations, methods, schedules, and work execution.
1.2 Category Representation: Upon acceptance into the Network and payment of applicable fees, a Provider is granted representation within their approved advisory category framework, subject to the terms herein.
1.3 Category Capacity & Multi-Provider Allocation: The Network reserves the sole right to cap participation at a maximum of three (3) providers per topic category. Inclusion in a specific category does not guarantee exclusivity if capacity limits are adjusted, nor does it guarantee an exclusive monopoly over routing if multiple providers are assigned to the same topic to accommodate scheduling availability, workload capacity, or client fit.

2.1 Membership Investment: To maintain active status and network access, the Provider agrees to pay an ongoing membership fee of $1,200 annually, payable either:
- As an annual lump sum of $1,200, due in advance upon acceptance and annually thereafter; or
- In automatic quarterly installments of $300 per quarter, due on the first day of each billing period.
2.2 Referral Commission: The Provider agrees to pay The Results Group, Ltd. a 5% referral commission on the gross fees generated from any client engagement originating from a Network routing introduction. This commission is fully earned and payable immediately upon the formalization of a booking or execution of a service agreement between the Provider and the client.

3.1 Professional Liability Insurance: The Provider represents and warrants that they maintain active, adequate Professional Liability Insurance (Errors & Omissions) covering their advisory and consulting practices throughout the term of participation. Proof of insurance shall be furnished to the Network upon request.
3.2 Professional Conduct: The Provider agrees to maintain the highest standards of professional integrity, confidentiality, and competency when interacting with clients routed through the Network.

4.1 Network Proprietary Assets: All diagnostic tools, routing methodologies, branding, and access to the Provider Advisory Lounge are the exclusive property of The Results Group, Ltd.
4.2 Client Confidentiality: The Provider shall strictly protect and maintain the confidentiality of all corporate client data, proprietary information, and diagnostic assessments shared via the Network pipeline.

5.1 Term: Participation commences upon acceptance into the Network and continues on a renewing annual or quarterly basis, corresponding to the selected payment schedule, unless terminated earlier.
5.2 Termination: Either party may terminate participation with thirty (30) days written notice. The Network reserves the right to immediately suspend or terminate a Provider’s membership and access for breach of professional standards, failure to maintain insurance, or failure to remit timely membership dues or referral commissions.
5.3 Pro-Rated Refund upon Termination: In the event participation is terminated by either party, the Network will pro-rate the Provider’s pre-paid subscription fee, issuing a refund calculated at one hundred dollars ($100) per full month remaining in the unexpired agreement term.

6.1 Indemnification: The Provider agrees to defend, indemnify, and hold harmless The Results Group, Ltd., its officers, directors, and agents from and against any claims, liabilities, losses, damages, or costs (including legal fees) arising out of the Provider’s professional services, independent business operations, or breach of these terms.
6.2 Limitation of Liability: The Network makes no guarantees regarding a specific volume of client referrals or financial returns. The Network’s total liability under this Agreement shall not exceed the total membership fees paid by the Provider in the preceding twelve (12) months.

7.1 Governing Law: This Agreement shall be interpreted, construed, and governed by the laws of the State of Arizona, without regard to its conflict of law principles. Any legal action arising from this participation must be brought in the state or federal courts located within Arizona.