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OKRMENTORS is a private limited company under Belgian law, having its registered office at 1040 Etterbeek, place du Roi Vainqueur, 21/box 1, registered with the Crossroads Bank for Enterprises under number 1002.133.823, identified with the Belgian General Administration of Taxes (VAT) under number BE1002.133.823, and registered with the French-speaking Register of Legal Entities of Brussels ( email: [[email protected]]) (hereinafter "OKRMENTORS").

1. SCOPE OF APPLICATION

   1. OKRMENTORS gathers experts (the "Experts") into a community of Experts (the “Collective”) for sharing experience, knowledge, tools and business opportunities. Depending on their membership type and level of expertise, the Experts may offer consulting services and accredited training courses to individuals or companies (the "Trainees") and deliver them a certificate of achievement. To support the Experts, OKRMENTORS has developed a learning and certification platform (the "Platform") where the Experts can make their content available for the Trainees after said content has been reviewed and accredited by OKRMENTORS.

   2. This expert master agreement and its appendix (the "Agreement") governs the relationship between OKRMENTORS and its Experts, whether legal entities or individuals, who are interested in joining or have already joined the Collective. OKRMENTORS and the Expert are hereinafter referred to together as the “Parties” or individually as a “Party”.

   3. By signing the Agreement, the Expert acknowledges that he has read, understood and irrevocably and unreservedly accepted the Agreement. The Agreement shall therefore constitute a legally binding agreement between the Parties, the enforcement of which may be sought in court.

   4. The Agreement contains all the commitments, rights and obligations relating to the matters dealt with therein. It cancels and replaces all previous letters, declarations, warranties and agreements, written or verbal, relating to their subject matter.

   5. The Agreement takes precedence over any general terms and conditions of the Expert, even if these terms and conditions have been communicated to OKRMENTORS subsequently and without opposition by OKRMENTORS. The application of any other provision is excluded, except in case of any special agreement between the Parties expressly excluding, supplementing or modifying the Agreement.

   6. OKRMENTORS reserves its right to change the Agreement at any time subject to one (1) month’s notice. However, the modifications shall only be applicable for the future and shall not affect the past agreements between the Parties. The continuation of relations between the Parties shall imply acceptance by the Expert of the modifications to the Agreement. In the event that the Expert does not concur with the aforementioned modifications, they are entitled to terminate this Agreement without incurring any liabilities or consequences.

2. OKRMENTORS MEMBERSHIP  

   1. Terms referred to in the Agreement are calculated from midnight to midnight. They are calculated from the day following the day on which the event triggering the term took place. The due date is included in the term. However, should such due date not fall on a “Business Day”, then the due date is postponed until the next Business Day. All the terms are calculated in Business Days unless expressly stated otherwise in the Agreement. Terms determined in months or in years, are calculated from the first day to the last day of that month or year. “Business Day” means a day (other than Saturday or Sunday) on which banks in Brussels (Belgium) are generally open for business.

   2. By accepting the Agreement, the Expert becomes a member of the Collective. Membership is valid for a period of one (1) year which is tacitly renewed unless written notice is given by a Party to the other Party at least three (3) months before the end of the ongoing term.

   3. Membership is personal to each Expert and cannot be transferred under any circumstances. As a result, the Expert may not assign or transfer any of his/her rights or obligations under the Agreement to a third party.

   4. An early termination of the membership for any reason whatsoever shall not entitle the Expert to a refund.

   5. Where applicable, the Expert shall be assigned a level of expertise which the Parties shall mutually agree onThe level of expertise shall depend on the certification program followed by the Expert and his/her relevant professional experience. The certification training which can be delivered by the Expert depends on his/her level of expertise.   

   6. OKRMENTORS may terminate the Agreement, without notice or compensation, if one or more of the following assumptions are met: (i) the Expert has committed a fraud, misrepresentation (particularly concerning his/her level of expertise), gross negligence or gross misconduct in connection with the Agreement, (ii) the Expert is held  criminally liable for a crime or an offence (other than relating to minor traffic offences) likely to harm directly or indirectly the reputation of OKRMENTORS, or (iii) for any other breach of the Agreement which is not or cannot be remedied within fifteen (15) Business Days of the sending of a formal notice.

   7. OKRMENTORS may also terminate the Agreement, without notice or compensation, in case of the Expert’s insolvency, i.e. (i) the inability of the Expert to meet the payment of his/her creditors or to enter into or comply with terms and deadlines with his/her creditors or to find financing for this purpose, (ii) the pledgee's obtaining authorization to sell assets forming part of the Expert's business, (iii) any collective liquidation of the Expert's assets (including but not limited to bankruptcy and liquidation), (iv) the filing of a petition to initiate judicial reorganisation proceedings, or (v) the appointment of an ad hoc trustee in the event of serious, specific and concordant indications of risk of bankruptcy.

   8. Instructions on how to delete the Expert account are available on-demand via email.

   9. The Expert may submit applications for potential experts to OKRMENTORS. OKRMENTORS shall however be free to refuse such applications without being obliged to justify its refusal.

3. COLLECTIVE OF EXPERTS

   1. Being an Expert gives access to the Collective whose conditions of services and benefits are detailed in a set of internal guidelines described in Appendix 3 and 4. OKRMENTORS may, if appropriate, adopt an internal set of rules applicable to the Collective.

   2. Access to the Collective offers three (3) categories of advantages: (i) share and learn (access to a communication platform and specific channels, access to exclusive OKRMENTORS’s events, and access to playbook and toolkits), (ii) amplify and connect (access to OKRMENTORS’s list of Experts, access to discounts and special opportunities, and the chance for the Expert to promote his/her activities), and (iii) accredited trainings and services  (opportunity to act as an Expert and to commercialize OKRMENTORS trainings and certifications, to meet other Experts and to collaborate with them, and to get a chance to have access to new business opportunities).

   3. The Expert remains independent. OKRMENTORS shall in no way exercise any authority over the Expert or any of his/her potential employees, agents or servants. Any relationship of subordination between the Parties is excluded. The Parties expressly declare that the Agreement does not constitute an employment contract, a commercial agency agreement or a mandate.

4. OBLIGATIONS OF THE EXPERT & FINANCIAL CONDITIONS

1. The Expert is bound by OKRMENTORS’s policies and guidelines, including the Manifesto and the Code of Conduct in Appendix 4, as set out below or as OKRMENTORS may share with him from time to time. The Expert is advised to check the Agreement periodically and ensure that he complies with any of its updates.
2. The membership fees shall be invoiced in accordance with article 2.4.
3. OKRMENTORS's invoices are payable to the bank account mentioned on the invoice within fifteen (15) Business Days from the date of the invoice.

5. PRICING AND SHARE REVENUE

   1. There are two (2) types of membership: (i) the “Standard Membership”, and (ii) the “Accredited Trainer Membership”. The Standard Membership allows the Experts to join selected events, access the content library of OKRMENTORS and network with other Experts. The Accredited Trainer Membership includes all the benefits of the Standard Membership, but also allows the Expert to provide trainings to his/her own audience and get them certified by OKRMENTORS, after the trainings have been reviewed by OKRMENTORS. A detailed review of the membership entitlements is available in Appendix 1. 

   2. The Accredited Trainer Membership is subject to a comprehensive evaluation and requires the signing of an additional contractual agreement     

   3. The Revenue Share between the parties is detailed in Appendix 1 and 3.

   4. All Experts have automatic access to the Expert referral program. When partaking in this program, Experts may refer leads to (the Content of) other Experts in exchange for a referral fee described in Appendix 3. For this purpose, Experts taking part in this program shall have access to dedicated promo and coupon codes to be shared with the leads. The Experts may also choose to opt-out of this program by sending an email so that no reference to those Experts (or their Content) is possible.

6. INTELLECTUAL PROPERTY

   1. “Intellectual Property Rights” means all intellectual property rights lawfully owned or used by a Party and/or any part thereof, such as copyrights, rights related to copyright, patents, utility models, designs (whether registered or not), trademarks, sui generis rights in databases and semiconductor topographies, trade names, domain names, trade secrets, and any other industrial or artistic and literary property rights.

   2. “Information” means all information, data, reports, know-how, processes, unpatented inventions and unregistered trademarks, in any form whatsoever, communicated by or on behalf of OKRMENTORS to the Expert, or received from the Expert in the framework of the Agreement, or of which the Expert has had or may have become aware in the course of the Agreement, including information relating to OKRMENTORS and its business, operations, finances, planning, facilities, products, techniques, processes, customers and marketing.

7. DATA PROTECTION

   1. OKRMENTORS shall ensure that any Personal Data provided by the Expert is processed in a manner that complies with the applicable legal and regulatory requirements on data protection, and in particular with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter "GDPR") and the law of 30 July 2018 on the protection of individuals with regard to the processing of personal data, as well as any future developments in applicable national and European legislation on privacy protection and personal data processing and, where applicable, OKRMENTORS's privacy and confidentiality policy. The term "Personal Data" has the same meaning as in article 4, 1) of the GDPR.

   2. The Expert authorizes OKRMENTORS to process and store Personal Data about the Expert's identity and contact details, as well as the identity and contact details of its personnel and clients, in accordance with applicable law and to the extent that such processing and storage is necessary for the performance of the Agreement.

8. NON-COMPETE AND NON-SOLLICITATION

   1. Except with the prior written consent of OKRMENTORS, the Expert agrees not to engage in or support the establishment or operation of any business activities that directly compete with the core OKR certification and accreditation services of OKRMENTORS as specified in article 1.1 and outlined in Appendix 1. During the term of this Agreement and for a period of two (2) years  following the termination of this Agreement, the Expert shall not establish or engage in any business that offers identical or substantially similar OKR certification and accreditation services as those provided by OKRMENTORS in the Benelux territory and any other territory in which OKRMENTORS is active.

   2. The term “direct or indirect competition” refers to the performance of any activity that is detrimental to OKRMENTORS, whether under an employment contract, on a self-employed basis or by any other means, including the creation of, participation in the creation of, profit-sharing with or support for competing persons or activities.

   3. Except with the prior written authorization of OKRMENTORS, the Expert undertakes, during the term of the Agreement and for a period of two (2) years after the end of the Agreement, to refrain from directly or indirectly poaching: (i) any person employed by OKRMENTORS or being a key service provider of the OKRMENTORS, and (ii) any Trainee for activities that would compete with the OKRMENTORS's business.

   4. The Expert undertakes not to engage in any behaviour that is of such a nature or has the effect of causing a breach of a non-competition undertaking given by OKRMENTORS or third parties.

   5. The Expert acknowledges that the terms of this article are reasonable and necessary to preserve OKRMENTORS's legitimate interests and to ensure the continuity of OKRMENTORS's business.

   6. If OKRMENTORS becomes aware of a breach of this non-compete or non-solicitation obligation, it shall give formal notice to the defaulting Expert to cease the breach within fifteen (15) Business Days of becoming aware of the fact.

   7. The Expert acknowledges that a breach of this non-compete and non-solicitation obligation is likely to cause serious harm to OKRMENTORS. Therefore, for each breach of this provision, OKRMENTORS may claim from the Expert full compensation for the damage it has suffered.

9. CONFIDENTIALITY

   1. Intellectual Property Rights and Information constitute the “Confidential Information”.

   2. The Expert acknowledges the confidential nature of the Confidential Information and agrees to: (i) keep secret and confidential all Confidential Information obtained directly or indirectly from OKRMENTORS in the course of the relationship between the Parties, (ii) use such Confidential Information only for the purpose of the proper execution of the Agreement, and (iii) disclose such Confidential Information only to its representatives, employees and contractors (without limitation), only to the extent that such disclosure is reasonably necessary, and provided that such representatives, employees and contractors are informed of the strictly confidential nature of the Confidential Information disclosed to them.

   3. Unless otherwise agreed by the Parties, the confidentiality obligation shall not apply to Confidential Information which: (i) is or becomes generally available to the public other than as a result of disclosure by the Expert or a third party to the public in breach of the Agreement or any other confidentiality Agreement, (ii) is legitimately made available to the Expert by a source other than OKRMENTORS, provided that the Expert has no reason to believe that such source is itself bound by a confidentiality or non-disclosure agreement with OKRMENTORS, or is otherwise prevented from disclosing such Confidential Information by a legal, contractual or fiduciary obligation, (iii) is in the lawful possession of the Expert prior to its receipt from OKRMENTORS, (iv) is independently developed by the Expert without using the OKRMENTORS's Confidential Information, (v) is expressly communicated by OKRMENTORS either for publication or for onward transmission, or (vi) more generally, is deemed, expressly and in writing, not to be confidential by OKRMENTORS.

   4. If a Confidential Information is to be disclosed by the Expert to any competent jurisdiction, or to any governmental agency or financial authority, the Expert shall provide OKRMENTORS with written notice of the required disclosure upon receipt of notice of the required disclosure, to the extent such notice is permitted by law, and shall co-ordinate with OKRMENTORS with a view to limiting the nature and scope of such required disclosure.

   5. The Expert acknowledges that the disclosure of a Confidential Information is likely to cause serious harm to OKRMENTORS. Therefore, for each breach of this provision, OKRMENTORS may claim from the Expert full compensation for the damage it has suffered, provided that OKRMENTORS can demonstrate fault, damage and causality.

   6. The obligation of confidentiality shall remain in force for the duration of the Agreement and shall survive its termination, for whatever reason. Within ten (10) Business Days of the termination of the Agreement, the Expert shall deliver to OKRMENTORS, or where applicable destroy or erase as directed by OKRMENTORS, all documents in its possession containing the Confidential Information. The Expert shall provide OKRMENTORS, upon request, with written confirmation that the provisions of this clause have been fully complied with.

   7. The Expert undertakes to choose secure passwords and to keep them secret.

10. OBLIGATIONS OF OKRMENTORS

    1. OKRMENTORS shall take all reasonable and necessary precautions to ensure the proper functioning, security and accessibility of the Platform, as well as the quality of its content. OKRMENTORS also undertakes to use all the resources at its disposal to ensure the best possible guarantees for data integrity, and in particular: (i) the systematic use of recent versions of anti-virus software, (ii) the storage on redundant disks, (iii) the monthly data backup, and (iv) the regular testing of restoration procedure. OKRMENTORS shall furthermore answer the technical questions of the Expert regarding the Platform promptly and, where possible, shall try to provide him with tools to facilitate the uploading of Content.

    2. To the best of its ability, OKRMENTORS shall endeavour to create and strengthen the relations between the Experts, in particular through events and activities, as part of the creation of the      Collective.

    3. Given the nature of its obligations, OKRMENTORS is bound by the Agreement only on a best effort basis, without any guarantee of results.

    4. OKRMENTORS shall only be liable for its fraudulent conduct, gross negligence and, except in cases of force majeure, its failure in the performance of the obligations constituting the core of Agreement. OKRMENTORS’s liability shall in any case be excluded in case of fraud or fault of the Expert (including as part of the trainings provided) or a third party.  

    5. The Platform may contain links or hyperlinks to external websites. Such links do not necessarily imply any relationship between OKRMENTORS and such external websites or any agreement, implied or not, with the content of such websites. OKRMENTORS has no control over such external websites. OKRMENTORS is therefore not responsible for the safe and proper functioning of the hyperlinks and their destination. The moment the Expert clicks on the hyperlink, he leaves the Platform. OKRMENTORS cannot be held responsible for any subsequent damage.

    6. OKRMENTORS's liability is in any case limited to direct, personal, foreseeable, and certain damage to the Expert, to the extent that it can be proven, excluding consequential damage, whether material or immaterial, such as loss of profit for instance.

    7. OKRMENTORS's liability shall be limited to the amounts it received from the Expert in connection with the Agreement during the eighteen(18) months prior to the event giving rise to liability.

    8. Under penalty of foreclosure, any claim for compensation must be made by the Expert within a one (1)-month period from the date of the event giving rise to liability or the date on which the Expert becomes aware of such event.

11. GENERAL PROVISIONS

    1. OKRMENTORS reserves the right to assign or transfer all or part of its rights or obligations under the Agreement to a third party, without the prior agreement of the Expert.

    2. The Agreement is governed exclusively by Belgian law. In the event of a dispute, and if the Parties fail to reach an agreement, the (French-speaking) courts of the jurisdiction of      OKRMENTORS' registered office shall have exclusive jurisdiction over any dispute concerning the Agreement, including its validity, interpretation, performance, or termination for any reason whatsoever.

*

* *

The Parties expressly agree that electronic signatures shall qualify as advanced or qualified electronic signatures under Regulation (EU) No 910/2014 eIDAS.

Signed by the Parties on the date of signature indicated alongside each Party's electronic signature, the date of the last signature constituting the date of Signature of the Agreement. A copy of the final version of the Agreement has been sent to each Party via the electronic signature platform. Each legal entity Party confirms that it is validly bound by the signature of one or more duly authorised representatives. Each Party confirms that the signature of the Agreement is made in full knowledge of the technology and conditions of use of the platform and therefore irrevocably and unconditionally waives any recourse by which it could call into question, directly or indirectly, on a principal or accessory basis, the reliability of the said electronic signature or the evidential value that it constitutes with regard to its intention to be bound by the Agreement.

APPENDIX 1:    COLLECTIVE MEMBERSHIP

In accordance with the articles in section 2 of the Agreement, there are two (2) types of membership, i.e. the Standard Membership and the Accredited Trainer Membership, the differences between which are detailed below. This list of services is indicative and subject to change over time. Only OKR Senior Coach and OKR Executive Coach can become Accredited Trainer.

     *Any other specific agreement you would have made with OKRmentors on pricing and services will apply.

APPENDIX 2:     LEVEL OF EXPERTISE, CERTIFICATION TRAINING FEES AND REVENUE SHARE

Only applicable and visible for Accredited Trainer agreements. 

APPENDIX 3:     COLLABORATION BETWEEN THE EXPERTS

1. Experts can: (i) get consulting leads from OKRMENTORS or other Experts to grow their business, (ii) and collaborate with OKRMENTORS or other Experts to deliver their projects.

2. Lead referral fee:

     When OKRMENTORS brings a business opportunity to an Expert, it shall receive a commission of five to ten per cent (5%-10%) of the net deal value, depending on deal size and maturity stage of the lead and to be agreed between Parties.

     If an Expert brings a business opportunity to another Expert or to OKRMENTORS, he shall receive a commission of five to ten per cent (5%-10%) of the net deal value, depending on deal size and maturity stage of the lead and to be agreed between the Experts involved, and OKRMENTORS shall receive a commission of five per cent (5%) of the net deal value.

3. Partnership on larger projects:

  When OKRMENTORS involves an Expert(s) in the delivery of a larger project, i.e. a project whose net deal value is greater than ten thousand euros (10.000,- EUR), the net income from the concerned project shall be distributed as follows: fifty-five per cent (55%) for the delivery to the Experts, and forty-five per cent (45%) to OKRmentors with the following split: twenty per cent (20%) for cost of sales, and twenty-five per cent (25%) for support, administration and development services. The Expert(s) concerned shall not claim any other commission, remuneration or reimbursement.

          When an Expert involves another Expert(s) in larger project, i.e. a project whose net deal value is greater than ten thousand euros (10.000,- EUR), the net income from the concerned project shall be distributed according to what the Experts agree, and five per cent (5%) for OKRMENTORS. An Expert can be involved in one or several of these areas and will be retributed proportionally to their contribution. 

APPENDIX 4:    MANIFESTO AND CODE OF CONDUCT

1. As members of the Collective we recognize the importance of collaboration, integrity, and excellence in providing top-tier OKR (Objectives and Key Results) consulting services. As dedicated professionals, we commit to upholding the highest ethical standards, fostering a positive and healthy work environment, and delivering exceptional value to our Trainees.

2. MANIFESTO:

1.    Commitment to      clients’ success:

We are dedicated to the success of our clients. Our primary goal is to help them achieve their objectives and drive results through effective OKR strategies.

2.    Continuous learning:

We embrace a culture of continuous learning. We stay updated with the latest trends, research, and methodologies in OKR practices to deliver cutting-edge solutions.

3.    Collaboration and knowledge sharing:

We believe in the power of collaboration. We actively share knowledge, insights, and best practices within our collective to enhance the expertise of all members.

4.    Integrity and transparency:

Integrity is our foundation. We provide honest and transparent guidance to clients, ensuring they have accurate information to make informed decisions.

5.    Customized solutions:

We recognize that each client is unique. We tailor our OKR solutions to align with their specific needs, culture, and industry, promoting effective implementation.

6.    Confidentiality and data security:

We uphold strict confidentiality regarding client information and business strategies. We implement robust data security measures to protect sensitive data.

7.    Ethical conduct:

We adhere to ethical principles in all our interactions. We avoid conflicts of interest and maintain professional boundaries at all times.

8.    Respect for Diversity and Inclusion:

We value diversity and inclusion, fostering an environment where all voices are heard, and perspectives are respected. Discrimination or bias of any kind is unacceptable.

9.    Client Empowerment:

We empower our clients with knowledge and skills, enabling them to sustain and evolve their OKR practices independently over time.

10.     Measurable Impact:

We focus on delivering measurable impact to clients' businesses. We continuously evaluate and improve our strategies to ensure tangible outcomes.

3. CODE OF CONDUCT:

1.    Professionalism: 

We conduct ourselves with the utmost professionalism in all interactions, maintaining a positive reputation for the collective.

2.    Communication: 

We communicate openly and respectfully with clients, colleagues, and partners, ensuring clarity and understanding at all stages of collaboration.

3.    Conflicts of interest: 

We disclose any potential conflicts of interest that may arise during our engagements and prioritize the best interests of our clients.

4.    Client-centric approach: 

We prioritize our clients' needs and objectives, ensuring that our recommendations and strategies align with their goals.

5.    Responsibility and accountability: 

We take responsibility for our actions and outcomes, holding ourselves accountable for the quality of our work and its impact.

6.     Continuous improvement: 

We actively seek feedback, learn from our experiences, and strive to improve our skills and services consistently.

7.     Work-life balance: 

We encourage a healthy work-life balance among members, promoting well-being and preventing burnout.

8.     Adherence to laws and regulations: 

We comply with all relevant laws, regulations, and industry standards to maintain ethical and legal integrity, and refuse all content of a discriminatory, racist, insulting, disparaging, slanderous, defamatory, threatening or (     paedo)pornographic nature.

9.     Resolving disputes: 

In the event of disputes, we approach resolution with professionalism and seek amicable solutions that prioritize the collective's reputation and client relationships.

4. By adhering to this Manifesto and Code of Conduct, we collectively commit to building a community of OKR Experts dedicated to excellence, integrity, and the success of our clients and the industry as a whole.

5. The Manifesto (and any subsequent changes thereto) is available on the website:  https://www.okrmentors.com/pages/about.