STRATEGIC SALES COUNCIL MEMBERSHIP AGREEMENT AND NDA

This Membership Agreement (“Agreement”) is entered into by and between The Next Step, Inc. (“TNS”), a Minnesota corporation with offices at 1920 S 1st St. #901, Minneapolis, MN 55454, and the undersigned individual or entity (“Member”).

1. Purpose

The Strategic Sales Council (“Council”) is a professional development and networking group designed to enhance sales performance through structured training, peer collaboration, and strategic coaching.

2. Terms and Fees

Term: 12 months from the Effective Date.

Membership Options:

Standard Plan:
- Monthly: $550/month
- Annual (5% discount): $6,270/year (equivalent to $522.50)
Coaching Plan:
- Monthly: $750/month
- Annual (5% discount): $8,550/year (equivalent to $712.50)

3. Member Benefits

Members will receive:

Monthly in-person 3-hour events or bi-monthly 90-minute virtual meetings
Annual personalized skills evaluation to identify individual strengths and areas for improvement
On-demand one-on-one coaching sessions with expert consultants (Coaching Plan only)
Strategic networking opportunities to build valuable connections across industries
Focused skills training sessions to develop and enhance essential sales capabilities
Best-in-class process training to elevate sales team performance
Facilitated peer issue discussions to collaboratively address real-world sales challenges
Intensive hot seat reviews for constructive feedback and strategy refinement
Exclusive monthly premier content with cutting-edge insights and strategies

4. Member Responsibilities

Attend scheduled meetings and actively participate in discussions.
Share insights and experiences to support peer learning.
Maintain confidentiality of all shared information (see Section 6).
Refrain from soliciting other members or their employees.

5. Code of Ethics

Membership is individual and non-transferable.
Members must uphold the integrity and collaborative spirit of the Council.
Breaches of conduct, including solicitation or confidentiality violations, may result in immediate termination without refund.

6. Confidentiality

This Agreement incorporates the terms of the Mutual Nondisclosure Agreement executed between TNS and the Member. All information shared within the Council is considered confidential and must not be disclosed outside the group.

7. Termination

Either party may terminate this Agreement with 60 days’ written notice.
Early termination by the Member requires a cancellation fee equal to 50% of the remaining annual membership cost.
For single meetings or single events, cancellations must be made at least 24 hours in advance, or the full amount will be charged.
TNS may terminate immediately for cause, including breach of confidentiality or ethics.

8. General Provisions

This Agreement is governed by the laws of the State of Minnesota.
No intellectual property rights are transferred under this Agreement.
This Agreement may not be assigned without prior written consent from TNS.

9. MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (the “Agreement”) is entered into by and between The Next Step Inc., a Minnesota corporation, having offices at 1920 S 1st St. #901 Minneapolis, MN 55454 (herein noted as “TNS”) and the Purchaser with its principal place of business at (“Company”) as of the day of the purchase execution.

In order to evaluate and/or pursue a potential business relationship (the “Business Purpose”), the parties acknowledge that there is a need to disclose to one another certain confidential information of each party to be used for the Business Purpose, and to protect such confidential information from unauthorized use and disclosure.

In consideration of the mutual promises, covenants and conditions set forth below, the parties hereby agree as follows:

9.1. Business Purpose

Each party desires to disclose to the other, under the terms and conditions of this Agreement, certain information which the disclosing party considers to be proprietary and confidential regarding the Business Purpose.

9.2. Confidential Information

For purposes of this Agreement, “Confidential Information” means all or any portion of only the following technical, financial, and other information disclosed by one party to the other during the term of this Agreement:

written, recorded, graphical or other information in tangible form, which is stamped “Proprietary”, “Confidential”, or with a similar legend denoting the proprietary interest of the disclosing party;
oral information to the extent it is identified as “Proprietary” or “Confidential” at the time of oral disclosure, is reduced to writing within thirty (30) days of oral disclosure and such written or tangible form is stamped “Proprietary”, “Confidential”, or with a similar legend;
models and devices which have been identified in writing at the time of disclosure as being proprietary to the disclosing party;
or all non-public information that should reasonably be understood by the receiving party to be Confidential information given the nature of the information and the surrounding circumstances of its disclosure.

9.3. Exceptions

Notwithstanding the foregoing, Confidential Information shall not include any data, information or device that is:

in the possession of the receiving party prior to its disclosure by the disclosing party and not subject to other restrictions on disclosure;
independently developed by the receiving party without use of the information disclosed to it pursuant to this Agreement;
publicly disclosed by the disclosing party;
rightfully received by the receiving party from a third party without restriction on disclosure;
approved for unrestricted release or unrestricted disclosure by the disclosing party;
or produced or disclosed pursuant to applicable laws, regulations or court order, provided that the receiving party has given the disclosing party notice of such request such that the disclosing party has an opportunity to defend, limit or protect such production or disclosure.

9.4. Non-Disclosure and Restriction on Use

During the term of this Agreement, the parties agree:

to use the Confidential information exclusively for the Business Purpose;
not to disclose any Confidential Information of the disclosing party to any third party;
to limit dissemination of the disclosing party’s Confidential Information to only those of the receiving party’s officers, directors, agents, and employees who require access to such information to perform their functions regarding the Business Purpose and to the receiving party’s attorneys and financial advisors;
to ensure that each person or entity who is permitted to receive or have access to the Confidential Information has previously executed a written nondisclosure agreement;
to exercise the same degree of care with respect to the other party’s Confidential Information as it uses for its own confidential and proprietary information of like importance, but in no event less than reasonable care under the circumstances;
and to return to the disclosing party, or destroy, Confidential Information of the disclosing party upon receipt of a written request therefore from the disclosing party without retaining any copy thereof.

9.5. No License

All Confidential Information shall remain the property of the disclosing party. Nothing contained in this Agreement or any disclosure pursuant to this Agreement shall be construed as granting any license or right under any intellectual property right, whether present or future.

9.6. No Warranty

All Confidential Information disclosed hereunder is provided “AS IS” and without warranty of any kind.

9.7. Term

This Agreement shall remain in effect for five (5) years after the Effective Date. Provided, however, to the extent any Confidential Information constitutes a trade secret under applicable law, the obligations of confidentiality shall remain for so long as such information constitutes a trade secret.

9.8. General

(a) Governing Law. This Agreement shall be governed by the laws of the State of Minnesota without application of its conflict of laws rules.

(b) Injunctive Relief. Each party acknowledges and agrees that any breach of the confidentiality obligations set forth in Section 4 above shall cause the other party irreparable harm for which monetary damages would be inadequate.

Accordingly, in the event of such a breach, the disclosing party may seek injunctive or other equitable relief to enforce this Agreement in addition to any available legal remedies and may also recover any attorney’s fees it incurs due to the breach.

(c) Amendment. Any amendment, modification, or waiver of this Agreement or any provision thereof must be in writing and signed by both parties.

(d) Entire Agreement.

This Agreement and the exhibit hereto contain the entire agreement of the parties with respect to the subject matter hereof and may not be modified or changed in any manner except by a writing duly executed by both parties.
All prior discussions and negotiations are superseded by this Agreement.

(e) Assignment.

This Agreement may be assigned by TNS to an affiliate entity or to a third-party purchaser of TNS.
Company acknowledges that the Services to be rendered by Company are unique and personal.
Accordingly, Company may not assign any rights or delegate any of the Company’s duties or obligations under this Agreement without prior written consent of TNS.
This Agreement shall be binding upon the successors and permitted assigns of the parties.

(f) Severability. If any one or more provision of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

The parties agree to negotiate in good faith, in order to replace the invalid provision with valid provisions that conform as closely as possible to the economic and commercial intent of the invalid provision.