All purchasers of the CEO Circle product(s) are entered into Coaching Agreements with Master Brand Institute Incorporated (“Company”), a California corporation, and is made effective as of the first day the services contracted for are rendered (hereafter the “Agreement”).
In the Agreement, the party who is contracting to receive services shall be referred to as “Client”, and the party who will be providing the service shall be referred to as “Company.”
The Client desires to hire Company to perform coaching and consulting services as agreed subject to the terms of this Agreement. Company and Client intending to be legally bound, hereby agree as follows:
RELATIONSHIP DESCRIPTION
The Client is contracting with Company to provide consulting and coaching services, pertaining to the growing the Client’s business, while remaining consistent with its owners’ values.
START DATE AND TERM
The Company will begin work for Client on at the time of purchase, and shall continue for a period of at least six (6) months, unless first terminated by either Party as per the Termination section listed below.
Client agrees for billing to begin as soon as their current payment plan with the Company ends or immediately if no payment plan is currently in place.
TERMINATION
Company may terminate this agreement for cause within fourteen (14) days’ written notice, provided such cause is correctable, such as the lack of timely payment, or failure to provide deliverables within the published schedule, violation of community guidelines; in the event that the breach/cause has not been rectified within the fourteen (14) day period, the party who gave notice may immediately terminate the agreement.
If the reason giving rise to termination for cause is one that cannot be corrected, such as a discovery of embezzlement, violence, or the public disclosure of confidential information, this Agreement may be terminated immediately by the party harmed by such behavior. That party should provide written notice either before such termination, or within two (2) days after termination, including a brief explanation of its justification.
Should Client breach, Client shall owe Company for the full remainder of all fees agreed to through the then-current term.
COMMUNICATION
Communications between Company and Client shall primarily take place via in-person communication, video-chat such as Zoom, and e-mail. “Written” notices or communications shall be considered to include solely those contained in emails.
LATE PAYMENT
Failure to render payment by the designated date in their Payment Structure above for any month shall result in the cessation of any further services until the Client has rendered sufficient payment to bring the account current. Additionally, any guarantees or program bonuses will be terminated. Should payment not be received by the end of any month for which it would otherwise apply, thereafter, interest shall accrue upon any unpaid amount, including compounding interest, in the amount of 1% per month. Upon passage of sixty (60) days without payment in full, or upon termination for non-payment as described above, the total remaining unpaid portion of the CEO Circle program shall be due in full. Any cost incurred by Company in collection of any past-due amount shall become the additional financial responsibility of Client, whether such should arise from third party collections agencies, legal fees, or is otherwise able to be demonstrated by Company.
EXPENSES
It is understood that Client will not provide Company with any expenses beyond the Fee Schedule as agreed on upon checkout, unless such is specifically promised in writing.
INDEPENDENT CONTRACTOR
Subject to the terms and conditions of this Agreement, Client hereby engages Company as an Independent Contractor to perform the services set forth herein, and Company hereby represents that it and its agents have the necessary skills and experience to render the services contracted for and accepts such engagement. Company agrees to provide all tools and instrumentalities, if any, required to perform the services under this Agreement. Company is responsible for any and all expenses that are incurred by it in connection with the performance of the duties hereunder, unless otherwise agreed in a writing signed by the Parties. This Agreement shall not render Company an employee, partner, agent of, or joint venture with Client for any purpose. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer (i) a term of employment, (ii) a contract for employment, or (iii) a promise of employment or continued employment for Company.
REPRESENTATIONS
Company represents that it is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Company and any third party. Company warrants that all materials created and furnished under this Agreement are the Company’s own original works or materials for which Company or its agents have authored or obtained ownership of the copyright. Company further warrants that any materials or work product provided do not infringe on any copyright, common law right, or proprietary right of any third party.
INTELLECTUAL PROPERTY
Company shall retain any and all copyright, trademark, patent, and other rights associated with the service provided to Client, and devices used in furtherance of this Agreement. Should Company provide Client with any proprietary innovation for the use in furtherance of Client’s growth, Client shall receive from Company a non-exclusive, non-transferable (with the exception of successors in interest) license for that intellectual property. Any intellectual property Company uses under license, such as trademarks of Company, shall not pass in any capacity to Client.
MEDIA RELEASE
By purchasing and participating in Company’s programs, Client gives consent to have pictures and film of Client be captured and used expressly at the marketing discretion of Jennifer Kem and the Master Brand Institute.
NON-ASSIGNABILITY
Neither Party nor their agents shall assign any of its rights or obligations under this Agreement without the other Party’s prior written approval. A breach of this provision will constitute a material breach of the Agreement.
SURVIVAL
Company’s obligations and agreements hereunder not to disclose Client’s Confidential Information shall survive the termination or expiration of this Agreement and shall remain in full force and effect. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
DISPUTE RESOLUTION
In the event of any dispute or controversy exceeding the jurisdictional limits of a small claims action, arising out of the terms of or related to this Agreement or its interpretation, the Parties agree to attempt in good faith to resolve any dispute or controversy by way of mediation in San Francisco, California, before filing any legal proceedings. The prevailing party in any dispute or controversy shall be entitled to recover its reasonable costs and attorney’s fees, and legal interest on any award or judgment in its favor. The laws of the state of California shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
RIGHT TO INJUNCTION
The parties hereto acknowledge that the services to be rendered by each party under this Agreement and the rights and privileges granted to the each party under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by either party of any of the provisions of this Agreement will cause the other party irreparable injury and damage. Each party expressly agrees that the other party shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by their counterpart. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the party may have for damages or otherwise. The various rights and remedies of each party under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
INDEMNITY
Each party to this Agreement (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party (the “Indemnified Party”), the Indemnified Party’s officers, employees, partners, agents and affiliates from and against any third party (including customer) claims, loss, cost, expense, and liability, including reasonable attorneys’ fees, caused or resulting from any negligent or intentionally wrongful act or omission arising out of the exercise of their rights or the performance or breach of their obligations under this Agreement. This obligation to indemnify shall not apply to any claim arising from any negligent or intentional conduct of the Indemnified Party or of any agent, employee or licensee of the Indemnified Party.
MODIFICATION OR AMENDMENT
No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
The following Confidentiality and Non-Disclosure Agreement is expressly incorporated into the material terms of this Agreement.
1. CLIENT agrees not to make, use or sell the Confidential Information or any portion thereof or any device equivalent thereto without first obtaining express written authorization from said DISCLOSING PARTY to do so.
2. CLIENT agrees to keep confidential and not to disclose said Confidential Information or any details thereof or equivalent thereto to any third party without first obtaining express written authorization from said DISCLOSING PARTY to do so.
3. CLIENT agrees not to encourage any third party to make, use or sell the Confidential Information or any portion thereof or any device equivalent thereto without first obtaining express written authorization from DISCLOSING PARTY to do so.
4. The granting of such written authorization shall be wholly within the discretion of said DISCLOSING PARTY.
5. CLIENT agrees not to copy or permit copying or photographing of any documents or samples submitted by said DISCLOSING PARTY and relating to said Confidential Information.
6. CLIENT agrees to return any documents and samples submitted by DISCLOSING PARTY and relating to said Confidential Information, to the DISCLOSING PARTY immediately upon request by DISCLOSING PARTY.
7. All rights that the disclosing party may have in Proprietary Information, such as rights of patent, copyright, trade secret or similar intellectual property rights, shall be retained exclusively by the disclosing party. Nothing in this Agreement shall be construed as granting any license, waiver or right to CLIENT with respect to any Proprietary Information disclosed under this Agreement.
8. In view of the confidential relations which are contemplated between DISCLOSING PARTY and CLIENT, it is agreed that CLIENT will not copy, publish or otherwise disclose to others outside DISCLOSING PARTY, for five (5) years from the effective date of this Agreement (or such other period as is otherwise specified), any confidential or proprietary information belonging to DISCLOSING PARTY, or belonging to any third party to which DISCLOSING PARTY has an obligation of confidentiality. The aforementioned obligations of secrecy and confidence shall not apply to any of the information and/or detail that is:
(a) known to the CLIENT before being obtained or derived from DISCLOSING PARTY;
(b) available to the public from sources other than DISCLOSING PARTY at any time before or after it is obtained or derived from DISCLOSING PARTY; or
(c) obtained or acquired at any time by the CLIENT from a third party who has the same in good faith and is free to pass it on to the CLIENT, including all trainings and certifications that were paid for by DISCLOSING PARTY.
ENTIRE UNDERSTANDING
This Agreement and any exhibit attached, including the Confidentiality and Non-Disclosure agreement, constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
SEVERABILITY
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, which when taken together, shall constitute a fully executed Agreement and signature pages may be transmitted by facsimile, email or other electronic means, each of which will be deemed an original, all of which together will constitute one and the same instrument.