This Services Agreement ("Agreement") is entered into by and between: Content Supply LLC, operating as COURSE ("Company," "we," "us"), and [Client Legal Name] ("Client," "you"), a [individual / company name] with a primary contact of [Client Contact Name, Title, Email]. Effective Date: [Date] 1. Services Company will provide COURSE Validate, a fixed-scope, 30-day engagement to help Client determine whether sufficient buyer demand exists for Client's proposed course or education offer, and to produce an evidence-based recommendation on whether to build, revise, reposition, or stop. 1.1 Scope of Work Over the 30-day engagement period, Company will: Define Client's target buyer, core promise, and one primary offer hypothesis Package a founding-member offer, including format and price hypothesis Build a validation landing page and an application, deposit, or checkout path Produce campaign assets, including a multi-email sequence, outreach templates, and a sales-call framework Run a live validation campaign to Client's existing audience, network, and/or partner channels Track and analyze buying-signal evidence (as defined in Section 3) Deliver a final Validation Report, including a build/revise/reposition/stop recommendation and, if applicable, a preliminary 90-day Build roadmap 1.2 Scope Exclusions This engagement does not include: course production, curriculum development beyond preliminary architecture, LMS/platform build, paid advertising management, or a custom website. Any of these may be scoped separately under a subsequent agreement. 2. Client Responsibilities Client agrees to provide, in a timely manner: Access to Client's existing audience, email list, and/or relevant network for outreach Timely review and approval of deliverables (offer packaging, landing page, campaign assets) within [2] business days of delivery Availability for scheduled strategy calls and check-ins Good-faith participation in outreach and buyer conversations as directed by Company Client acknowledges that delays in providing the above may affect the delivery timeline of the engagement but will not affect the payment schedule set out in Section 4. 3. Measurement of Results Company does not guarantee sales, enrollment, or any specific buyer outcome, as these depend on factors outside Company's control, including Client's audience, reputation, and market conditions. Company measures buying evidence, categorized as: Strong — a paid founding-member enrollment, deposit, signed agreement, corporate pilot, or accepted proposal Moderate — a qualified application, completed sales call, referral-partner commitment, strong stated purchase intent, or qualified waitlist signup Weak — likes, survey interest, positive comments, email opens, or general enthusiasm Company's target for this engagement is at least 10 qualified buyer conversations and 3–5 founding-member commitments, tracked and reported to Client at the conclusion of the engagement. 4. Fees and Payment Total Fee: $10,000 USD, flat. $5,000 due upon execution of this Agreement. $5,000 due on Day 15 of the engagement, charged automatically to the payment method on file. Payment of the Day 15 installment is not contingent on the completion of any specific deliverable or milestone. Client-caused delays (including delayed approvals, access, outreach participation, or scheduling) may shift delivery dates but do not alter this payment schedule. Late payments may result in pause of Services until payment is received, without extension of the original 30-day delivery window. 5. Validation Clarity Guarantee If Client completes the participation and campaign requirements described in Section 2 and Company is unable to deliver a clear, evidence-based recommendation (build, revise, reposition, or stop) by the end of the 30-day period, Company will continue the analysis at no additional fee until a clear recommendation can be delivered. This guarantee applies to the clarity of Company's recommendation. It does not guarantee any particular sales outcome, buyer response, or business result. 6. Build Credit If Client executes a COURSE Build agreement within 14 days of receiving the final Validation Report, Client will receive a $2,500 credit applied toward the COURSE Build fee. This credit expires if Build is not initiated within that window and does not carry forward to other engagements. 7. Term and Termination This Agreement is effective as of the Effective Date and continues for the 30-day engagement period, unless extended under Section 5. Either party may terminate this Agreement for material breach not cured within [10] business days of written notice. Fees paid prior to termination are non-refundable. Fees due prior to the effective date of termination remain payable. Completion of this engagement creates no obligation, express or implied, for Client to purchase any further services from Company, including COURSE Build. 8. Intellectual Property Upon full payment, Client owns all final deliverables created specifically for Client under this Agreement (e.g., landing page copy, campaign emails, offer packaging documents). Company retains ownership of its underlying processes, frameworks, templates, and methodologies, and may reuse them in future engagements with other clients. 9. Confidentiality Each party agrees to keep confidential any non-public business, financial, or strategic information disclosed by the other party in connection with this engagement, and to use it solely for purposes of performing under this Agreement. 10. No Guarantee of Results; Limitation of Liability Client acknowledges that Company cannot guarantee any specific sales, revenue, enrollment, or business outcome. Company's total liability under this Agreement is limited to the total fees paid by Client under this Agreement. Neither party is liable for indirect, incidental, or consequential damages. 11. Independent Contractor Company is an independent contractor, not an employee, agent, partner, or joint venturer of Client. 12. Governing Law This Agreement is governed by the laws of the State of [State], without regard to conflict-of-law principles. 13. Entire Agreement This Agreement constitutes the entire agreement between the parties regarding COURSE Validate and supersedes any prior discussions or proposals regarding this specific engagement. Signatures Content Supply LLC (COURSE)