This Agreement is made and entered into by and among purchaser (the “client”) and Anthony Trucks Industries (the “Coach”).
ARTICLE 1
SCOPE OF WORK
1.1 Services. The Client has engaged Coach to provide services in connection with identity shift coaching. Coach will execute the Identity Shift frameworks and help the client learn how to shift into the next level for their life personally, professionally, and physically.
1.2 Time and Availability. Coach will devote 60 minutes weekly for coaching calls for 12 consecutive months. Not to exceed 12 months. Coach shall have discretion in choosing the available dates and times that the client can select for such coaching services throughout the 6 months giving due regard to the needs of the Client. If the Client deems it necessary for the Coach to provide more time, Coach is not obligated to undertake such hours until the Coach and Client have agreed on a rate of compensation past the current agreement. Client will have access to Coach's personal cell phone number and can contact coach between the hours of 7am-7pm pst. Contact can be attempted outside of the set hours but a response may not be made until 7am. The first steps of the coaching will include interviews of persons close to client to get clarity and direction to design a suitable plan.
1.3 Confidentiality. In order for Coach to perform the coaching services, it may be necessary for the Client to provide Coach with Confidential Information (as defined below) regarding the Clients life, business, health etc. The Client will rely heavily upon Coaches integrity and prudent judgment to use this information only in the best interests of the Client. Coach must seek permission from client before disclosing any information to outside parties.
1.4 Standard of Conduct. In rendering coaching services under this Agreement, Coach shall conform to high professional standards of work and business ethics. Coach shall not use time, materials, or equipment of the Client without the prior written consent of the Client. In no event shall Coach take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Client.
1.5 Outside Services. Coach shall use the service of any other person, entity, or organization in the performance of Coaches duties if deemed necessary to help the client. Any other person, entity, or organization, and no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Clients Confidential Information (as defined in Article 5) and the client has agreed to the disclosure of information.
ARTICLE 2
INDEPENDENT CONTRACTOR
2.1 Independent Contractor. Coach is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, the Client. The manner in which Coaches services are rendered shall be within Coaches sole control and discretion. Coach is not authorized to speak for, represent, or obligate the Client in any manner without the prior express written authorization from an officer of the Client.
2.2 Taxes. Coach shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Coaches employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Client on behalf of Coach or his/her employees. Coach understands that he/she is responsible to pay, according to law, Coaches taxes.
2.3 Benefits. Coach and Coaches employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Client. No workers' compensation insurance shall be obtained by Client covering Coach or Coaches employees.
2.4 Guarantees. Coach makes no guarantees of success or income to be had or made by client. The Coach will be operating off the expertise, experience, and sharing of personal information of the client to aid in creating the desired outcome of the client in shifting to a better life.
ARTICLE 3
COMPENSATION FOR COACHING SERVICES
3.1 Compensation. The Client shall pay to Coach $25,200 for services rendered to the Client under this Agreement. The compensation shall be 1 payment of $25,200, with payment due before any services are provided.
3.2 Reimbursement. The Client agrees that all sales are final without a reimbursement option after the first payment has been made and 7 days have passed.
ARTICLE 4
TERM AND TERMINATION
4.1 Term. This Agreement shall be effective once the agreement box is checked, and shall continue in full force and effect for 12 consecutive months. The Client and Coach may negotiate to extend the term of this Agreement and the terms, and conditions under which the relationship shall continue, at the conclusion of the 12 month period.
4.2 Termination. The Client cannot terminate this agreement for any reason, once fully executed, outside of the 7 day grace period.
4.3 Responsibility. Any equipment or information provided by the Client to the Coach in connection with or furtherance of Coaches services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon the conclusion of this Agreements services, be returned to the Client.
4.4 Survival. The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the conclusion of this Agreements services and remain in full force and effect thereafter.
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1 Obligation of Confidentiality. In performing coaching services under this Agreement, Coach may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Client. Coach agrees that Coach will not and Coaches employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Client, or disclose such Confidential Information without the written authorization of the Client, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
5.2 Definition. “Confidential Information” means information not generally known and proprietary to the Client or to a third party for whom the Client is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business or work of the Client, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Client, any confidential secret development or research work of the Client, or any other confidential information or proprietary aspects of the business or work of the Client. All information which Coach acquires or becomes acquainted with during the period of this Agreement, whether developed by Coach or by others, which Coach has a reasonable basis to believe to be Confidential Information, or which is treated by the Client as being Confidential Information, shall be presumed to be Confidential Information.
5.3 Property of the Client. Coach agrees that all individualized plans, manuals, and specific materials developed by the Coach on behalf of the Client in connection with services rendered under this Agreement, are and shall remain the exclusive property of the Client. Promptly upon the expiration of this Agreement, or upon the request of the Client, Coach shall return to the Client all documents and tangible items, including samples, provided to Coach or created by Coach for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof.
ARTICLE 6
RIGHTS AND DATA
All individualized drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Client by Coach in connection with the services rendered under this Agreement in regards to the clients personal business or work shall belong exclusively to the Client and shall be deemed to be works made for hire (the “Deliverable Items”). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Coach hereby assigns to the Client the ownership of copyright or mask work in the Deliverable Items, and the Client shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable Items. Coach agrees to give the Client or its designees all assistance reasonably required to protect such rights.
ARTICLE 7
GENERAL PROVISIONS
7.1 Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
7.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of california.
7.3 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
7.4 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.
7.5 Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
7.6 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
7.7 No Conflict. Coach warrants that Coach has not previously assumed any obligations inconsistent with those undertaken by Coach under this Agreement.
Exhibit A: Scope Of Work
- 12 months of bi-weekly 60-minute Identity Shift coaching sessions.