BMK
VISION AGREEMENT

By purchasing BMK Vision online, you consent to this agreement; an executed agreement will be emailed to you upon completion of your purchase.

Service Agreement with Mutual Non-Disclosure Clause

This Agreement is made and entered into by and between Bering McKinley Inc, with its principal place of business at 650 Warrenville Rd, Suite 100-1007, Lisle, IL 60532 ("Provider"), and [Client's Full Legal Name and Address] ("Client").

Effective Date: [Insert Date]

1. The Provider offers detailed software and management consulting services, as outlined in Appendix A attached hereto, which forms an integral part of this Agreement.
2. The onboarding process, for a fee of $3,000, includes a comprehensive assessment of PSA and RMM tools, a survey-based Business Performance Assessment, and the buildout of the Master Project Plan (MPP). 

1. A fixed fee of $250 per month for four quarterly reviews is established.
2. Additional services are billed at BMK’s prevailing rate (currently $300/Hour), in quarter-hour increments, billed weekly.
3. Payments via credit card or ACH are accepted, with a 3% processing fee for credit card payments.
4. An annual rate increase of 4% will be applied to all fees, effective each year on the anniversary of the Effective Date.

1. The initial term of this Agreement is one year from the Effective Date, after which it will be auto-renewed for subsequent one-year terms unless terminated with 30 days' written notice by either party.
2. The Provider shall issue a reminder notice 45 days before automatic renewal.
3. Appointment cancellation policy:
4. Missed appointments without notification will incur a 30-minute charge at the standard rate. A   one-hour grace period is provided for unforeseen circumstances.
5. No charge for appointments canceled or rescheduled at least 1 hour in advance.

1. Should you wish to terminate your contract early, you will be responsible for paying the remaining fees for the duration of the contract. Notice of termination must be provided at least 30 days prior to the next invoice date. The client may choose to settle the outstanding balance either through a lump sum payment or by continuing with monthly payments until the contract term concludes.

1. Liability is limited to the fees paid by the Client in the six months preceding the claim, does not exceed statutory limits, and does not cover indirect or consequential damages except in cases of gross negligence or willful misconduct.

1. The non-solicitation period is limited to a one-year post-termination, covering employees and clients.
2. The fee for exceptions to this clause is set at $25,000, reflecting potential business loss.

1. Confidentiality of proprietary information is maintained during and for a minimum of three years post-termination.
2. 'Confidential Information' is precisely defined in Appendix B, attached hereto.

1. Disputes will be resolved first through mediation in DuPage County, Illinois, and if unresolved, through binding arbitration.
2. Governed by Illinois law but considers federal law for interstate commerce issues where applicable.
3. Amendments in writing and signed by both parties.
4. This Agreement supersedes prior agreements.

1. Neither party is liable for delays or failure in performance resulting from acts beyond their control.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Provider's Signature & Date]

[Client's Signature & Date]

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APPENDIX A

At Bering McKinley, we offer two core consulting services:

1. Tools Consulting

• Tools assessments
• Tool selection recommendations
• Implementation and configuration enhancements
• Training
• Support

2. Management Consulting:

Improve organizational structures, processes, and human capital for sustainable growth.

• Design better teams and structures.
• Smoothly manage changes within the organization.
• Nurture talent and develop skills.
• Optimize processes for smoother operations.
• Enhance administrative functions for improved efficiency.
•  Enhance financial processes to support organizational goals

APPENDIX B

Definition of Confidential Information:

Confidential Information under this Agreement shall include, but not be limited to:

1. Trade Secrets: Any information, data, or know-how that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.
2. Intellectual Property: All patents, copyrights, trademarks, trade names, service marks, inventions, discoveries, designs, processes, formulas, algorithms, software (including source code and object code), techniques, and any other intellectual property rights.
3. Business Strategies: Any business plans, marketing strategies, financial information, pricing structures, customer lists, supplier information, and any other information related to the business operations and strategies of the parties.
4. Technical Information: Any technical specifications, designs, drawings, models, prototypes, processes, methods, algorithms, and any other technical information relating to products, services, or processes.
5. Personnel Information: Any information concerning the employees, contractors, or agents of the parties, including but not limited to employee lists, resumes, employment contracts, and compensation details.
6. Customer Information: Any information concerning customers, clients, or prospects, including but not limited to contact information, purchasing history, preferences, and any other information obtained during business dealings.
7. Proprietary Materials: Any manuals, documentation, reports, analyses, evaluations, and any other written or electronic materials provided or created in connection with the performance of this Agreement.
8. Other Confidential Information: Any other information disclosed by one party to the other party that is marked as confidential or is reasonably understood to be confidential based on the circumstances of disclosure.

This definition of Confidential Information shall survive the termination of this Agreement and shall remain in effect for the duration specified in Section 1 of this Agreement.

[Party A] By: ___________________________ [Signature] Name: [Printed Name] Title: [Title]

[Party B] By: ___________________________ [Signature] Name: [Printed Name] Title: [Title]