1. Introduction and Acceptance

Welcome to Latent Potential Partners, LLC (“Company,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of our organizational transformation consulting services, employee development programs, executive coaching, and related services (collectively, the “Services”).

By engaging our Services, executing a consulting agreement, or authorizing employees to participate in our programs, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization.

2. Description of Services

2.1 Consulting Services

Latent Potential Partners provides organizational transformation consulting based on the “Mirrors, Windows, and Open Doors” methodology developed by Dr. Curtis Van Alfen. Our Services may include: organizational culture assessments; executive coaching and leadership development; employee engagement programs; transformation program design and implementation; discovery sessions and strategic planning; and AI-assisted assessment and development tools.

2.2 Program Participation

When Client enrolls employees in our programs, Client agrees to facilitate employee participation, ensure employees understand the voluntary nature of personal reflection exercises, maintain confidentiality of individual participant information, and use aggregate insights only for organizational improvement purposes.

3. Engagement Terms

3.1 Statement of Work

Each consulting engagement will be governed by a separate Statement of Work (“SOW”) that specifies the scope of services, deliverables, timeline, fees, and payment terms. In the event of any conflict between these Terms and an SOW, the SOW shall control with respect to that specific engagement.

3.2 Fees and Payment

Fees for Services are specified in the applicable SOW. Standard payment terms are net thirty (30) days from invoice date unless otherwise specified. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Client is responsible for all taxes applicable to Services rendered, excluding taxes based on Company’s net income.

3.3 Employee Access Fees

For ongoing employee development programs, fees are calculated based on the number of enrolled employees. Employee access fees are billed monthly in advance based on enrolled headcount. Clients may adjust enrollment with thirty (30) days written notice.

4. Client Responsibilities

Client agrees to provide timely access to necessary personnel, information, and resources; designate a primary point of contact with decision-making authority; respond to requests for information within reasonable timeframes; ensure accuracy of information provided to Company; and communicate any concerns or issues promptly.

5. Intellectual Property

5.1 Company Materials

The “Mirrors, Windows, and Open Doors” methodology, assessment frameworks, training materials, and related intellectual property (“Company IP”) remain the exclusive property of Latent Potential Partners. Client receives a limited, non-exclusive, non-transferable license to use Company IP solely for internal purposes during the engagement period.

5.2 Client Materials

Client retains all rights to pre-existing materials provided to Company. Client grants Company a limited license to use such materials solely for performing the Services.

5.3 Work Product

Unless otherwise specified in an SOW, deliverables created specifically for Client become Client’s property upon full payment. Company retains the right to use general knowledge, skills, and experience gained during the engagement.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s confidential information and to use such information only for purposes of the engagement. Confidential information does not include information that is publicly available, independently developed, or rightfully received from third parties. Confidentiality obligations survive termination for a period of three (3) years.

7. Data Protection and Privacy

Company’s collection and use of personal information is governed by our Privacy Policy, incorporated herein by reference. Client is responsible for obtaining any necessary consents from employees participating in our programs. Client shall not provide Company with sensitive personal information unless specifically required for the Services and disclosed in the applicable SOW.

8. AI-Assisted Services

Certain Services may utilize artificial intelligence technologies for assessments, coaching conversations, and content delivery. AI outputs are intended to supplement, not replace, human judgment. Company does not guarantee specific outcomes from AI-assisted Services. Client acknowledges that AI systems may occasionally produce unexpected results and agrees to review AI-generated content before implementation.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE THEORY OF LIABILITY.

10. Disclaimer of Warranties

SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT GUARANTEE SPECIFIC BUSINESS OUTCOMES OR RESULTS FROM THE SERVICES.

11. Indemnification

Client agrees to indemnify and hold harmless Company from any claims, damages, or expenses arising from Client’s breach of these Terms, misuse of Services, or violation of any third-party rights.

12. Term and Termination

These Terms remain in effect until terminated. Either party may terminate an engagement with thirty (30) days written notice, unless otherwise specified in the applicable SOW. Upon termination, Client shall pay for all Services rendered through the termination date. Sections regarding confidentiality, intellectual property, limitation of liability, and indemnification survive termination.

13. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of law principles. Any disputes shall be resolved through binding arbitration in Salt Lake City, Utah, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorneys’ fees.

14. General Provisions

These Terms, together with any applicable SOW and Privacy Policy, constitute the entire agreement between the parties. No modification shall be effective unless in writing and signed by both parties. Company may assign these Terms without consent; Client may not assign without written consent. If any provision is held unenforceable, the remaining provisions continue in full force. Failure to enforce any provision does not constitute a waiver.

15. Contact Information

For questions about these Terms, please contact: Latent Potential Partners, LLC, Email: le***@*********************rs.com