EFFECTIVE DATE OF CONTRACT. This contract is valid and enforceable only when signed and dated by both Parties. If each Party has inscribed different dates, the date of validity and enforceability of this contract commences on the latest of the two (2) dates. This paragraph in no way limits the equitable or legal remedies of Company for any part of Services [see paragraph 3] rendered or other legal or equitable consideration undertaken on behalf of Client.

DESCRIPTION OF SERVICES. Company will provide to Client the services (hereinafter “Services”) described in the attached Exhibit(s).

TIME OF COMMENCEMENT OF SERVICES. Client agrees that it will schedule commencement of Services within fourteen (14) days of paying, in full, the first payment required and agreed to by the Terms of Payment in paragraph 5 of this Contract. Client agrees further that:

Company is under no obligation to perform Services or any other work for Client before Client pays to Company, in full, the first payment required by the Terms of Payment agreed to in paragraph 5 of this Contract.

Company is under no obligation to perform Services or any other work for Client before Services are scheduled;

If Client fails to schedule commencement of Services within fourteen (14) days of making its first payment, the Services for which payment was made will be cancelled by Company, and the payment received will be treated as “Store Credit” as described in paragraph 10.

TERMS OF PAYMENT FOR SERVICES. Client agrees to pay for Services in the manner indicated by the terms which immediately follow in this paragraph of this Contract. 

Prior to Company rendering any Services, Client will pay to Company $_______________. 

For Services rendered pursuant to Exhibit(s) , Client agrees to pay Company, for the length of this contract, 10% of the revenues obtained from sales of the following products and/or services: VIP Days, Group VIP Days, Coaching, Mentoring, Private Retreats. Any sales representatives contracted (“Contractor”) on behalf of Client will be paid by Client separately in the amount agreed to by Client and Contractor for any services not covered by Company. Payment to Company pursuant to this subparagraph is due within thirty (30) days of said revenue being deposited in Client’s financial institution. If Company processes payments for Client an additional 5% processing fee will be applied to each payment and a check will be deposited into the Client's USA bank account.

FORM OF PAYMENT. All payments may be made via cashier’s check or via credit card.

LATE PAYMENTS. Late payments may be accepted on the following terms:

Client may give written notice, at least three (3) calendar days prior to the date that payment is due, that payment will be late; and

Client and Company may then agree to new terms for that particular payment in a written and signed agreement.

Company is under no obligation to agree to accept late payments in the foregoing manner. Late Payments which are not accepted in the foregoing manner will incur a 10% monthly charge on entire amount of the payment which was due. Moreover, Company has the right, to be exercised at its sole discretion, to cease from any and all work promised under this Contract until Client’s payments, including payments of late charges, are current.

PAYMENTS ARE NON-REFUNDABLE. All payments are final and will not be refunded for any reason.

CANCELLATION OF SERVICES. Client may request cancellation of any and all Services of Company in writing by sending its request to Company via Certified Mail to the address of Company indicated in paragraph 1 of this Contract. Cancellation will be deemed to be effective on the date on which the Return Receipt is signed if Client subsequently completes Company’s Cancellation Form. Client must fill out Cancellation Form for cancellation to be effective. CLIENT AGREES THAT ATTEMPTS TO CANCEL BY PROVIDING NOTICE OF CANCELLATION ORALLY AND BY EMAIL HAVE NO LEGAL EFFECT WHATSOEVER.

“STORE CREDIT.” ANY PAYMENT RECEIVED BY COMPANY FROM CLIENT FOR ANY PORTION OF SERVICES WHICH HAVE NOT BEEN RENDERED WILL NOT BE REFUNDED FOR ANY REASON. However, the amount paid for any such portion of non-rendered Services, less the cost of unreturned materials or the loss in value of said materials, will be applicable as “store credit,” at the election of Client, to such future services which Client may contract with Company.

RESCHEDULING EVENT DATES. Any portion of a Service may be rescheduled prior to the commencement of said portion of Service upon request, free of charge, provided that the request is made in writing or by email received by Company thirty (30) days prior to the commencement of said portion of Service. Additionally, requests received in writing or by email between fifteen (15) and twenty-nine (29) days prior to said commencement will be subject to a $100.00 administrative fee. COMPANY WILL NOT RESCHEDULE ANY PORTION OF A SERVICE IF REQUEST FOR SAID RESCHEDULE IS NOT IN WRITING OR IS NOT RECEIVED AT LEAST FIFTEEN (15) DAYS PRIOR TO COMMENCEMENT. ANY PAYMENT DUE FOR SAID PORTION OF SERVICE WILL REMAIN DUE UNTIL PAID IN FULL, INCLUDING APPLICABLE LATE CHARGES AND INTEREST. ANY PAYMENT MADE FOR SAID PORTION OF SERVICE WILL NOT BE REFUNDED AND WILL NOT BE CONVERTED INTO “STORE CREDIT.”

TRANSFER OF SERVICES. Client may transfer a portion of a Service to another party upon request, free of charge, provided that the request is made in writing or by email received by Company thirty (30) days prior to the commencement of said portion of Service AND CLIENT HAS PAID IN FULL, INCLUDING APPLICABLE LATE CHARGES AND INTEREST, if any, for said portion of a Service. Additionally, requests received in writing or by email between fifteen (15) and twenty-nine (29) days prior to said commencement will be subject to a $100.00 administrative fee. COMPANY WILL NOT TRANSFER ANY PORTION OF A SERVICE IF REQUEST FOR SAID TRANSFER IS NOT IN WRITING OR IS NOT RECEIVED AT LEAST FIFTEEN (15) DAYS PRIOR TO COMMENCEMENT. ANY PAYMENT MADE FOR SAID PORTION OF SERVICE WILL NOT BE REFUNDED AND WILL NOT BE CONVERTED INTO “STORE CREDIT.”

 

TERMINATION. This Contract will terminate, if at all, as follows:

Automatically upon completion by Company of the Services required by this Contract;

In the case of Services in which payment is to be made pursuant to paragraph 5, subsection a) of this Contract, by either Party, upon receipt by the other Party, at least thirty (30) days prior to the monthly payment date, of a written notice stating 1] that the Party sending said notice intends to terminate this Contract; and 2] the date on which the termination is intended to take effect. ORAL NOTICE OR NOTICE NOT RECEIVED AT LEAST THIRTY (30) DAYS PRIOR TO THE MONTHLY PAYMENT DATE IS INVALID. PAYMENTS FOR SERVICES RENDERED OR CANCELLED PURSUANT TO THE TERMS OF PARAGRAPH 9 OF THIS CONTRACT WILL NOT BE REFUNDED.

In the case of Services in which payment is to be made pursuant to paragraph 5, subsection b) of this Contract, by either Party, upon receipt by the other Party, at least thirty (30) days prior to the monthly payment date, of a written notice stating 1] that the Party sending said notice intends to terminate this Contract; and 2] the date on which the termination is intended to take effect. NO REFUND OR “STORE CREDIT” WILL BE PROVIDED PURSUANT TO TERMINATION UNDER THIS SUBSECTION IF CLIENT TERMINATES CONTRACT;

Company may terminate Contract without further notice if any of Client’s payments are over fifteen (15) days late. Company does not thereby waive any of its legal or equitable rights to payment, legal or equitable damages, under this contract.

INDEMNITY. Client agrees to defend, indemnify, and hold harmless Company and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney fees, costs and expenses resulting from Client’s material breach of any duty, representation, or warranty under this Contract.

ATTORNEYS FEES. In any legal action between the parties concerning this Contract, the prevailing party shall be entitled to recover reasonable attorney fees and costs.

ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

CREATION OF ORIGINAL WORKS. As used in this Contract, the phrase “Original Works” refers to original works which Company may be required to create in rendering Services pursuant to this Contract. Client agrees that said Original Works are subject to protection by copyright laws; that Company holds all rights to Original Works under those laws; and that such Original Works are the sole and exclusive property of Company. CLIENT AGREES THAT THIS PARAGRAPH BINDS THE PARTIES AND THEIR SUCCESSORS IN PERPETUITY, REGARDLESS OF WHETHER THIS CONTRACT, OR ANY PART OF IT, WERE TO TERMINATE OR BE CANCELLED.

PERMISSION TO USE, AND OWNERSHIP OF, REPRESENTATIONS OF CLIENT IN ORIGINAL WORKS. Client agrees and gives its complete permission to Company, in creating Original Works pursuant to rendering the Services required by this Contract, in any medium whatsoever, to include in the Original Works and any subsequent derivations of same, the characteristics of Client, Client’s employees, Client’s agents, and/or Client’s representatives; by whatever means obtained, including without limitation when obtained by means of pictures, images, drawings, likenesses, voices, recordings, videos, and any other representations. Client further agrees that Company and its successors in interest, if any, have the exclusive right to copyright, trademark, combine in subsequent new works, alter, use and publish now and in perpetuity, for any purpose whatsoever including without limitation for use in trade, for exhibition, illustration, promotion, publicity, advertising and electronic publication; in any medium whatsoever including without limitation print, public broadcast, CD-ROM, photography, videos, and recordings; said Original Works or any portions thereof and the characteristics of Client, Client’s employees, Client’s agents, and/or Client’s representatives which the Original Works may contain. Client furthermore represents and warrants that it is fully authorized to agree to all of the foregoing, and that no other party’s authorization or consent is required with respect to any of the foregoing. Client waives any right that it may have to inspect or approve Company’s use, in any manner whatsoever, of said Original Works or derivations thereof. CLIENT AGREES THAT THIS PARAGRAPH BINDS THE PARTIES AND THEIR SUCCESSORS IN PERPETUITY, REGARDLESS OF WHETHER THIS CONTRACT, OR ANY PART OF IT, WERE TO TERMINATE OR BE CANCELLED.

GENERAL RELEASE. Client releases Company (and all persons acting under its permission or authority) from all claims for libel, slander, invasion of privacy, infringement of copyright or right of publicity, and any other claim related to Company’s use, of whatever kind, of Original Works. This release includes without limitation any claims related to blurring, distortion, alteration, optical illusion, digital alteration, use in composite form, whether intentional or otherwise, or use of a fictitious name, that may occur or be produced in the processing or publication of Original Works and derivations thereof. CLIENT AGREES THAT THIS PARAGRAPH BINDS THE PARTIES AND THEIR SUCCESSORS IN PERPETUITY, REGARDLESS OF WHETHER THIS CONTRACT, OR ANY PART OF IT, WERE TO TERMINATE OR BE CANCELLED.

LICENSING AGREEMENT FOR ORIGINAL WORKS. Company grants exclusively to Client the license to sell, use and/or alter, in any manner whatsoever, Original Works, for a period of one hundred (100) years subsequent to the creation of the Original Works. Original Works and derivations thereof modified in any way by Client remain the exclusive property of Company in perpetuity. After the expiration of the licensing period indicated in this paragraph (hereinafter “Licensing Period”), Client must deliver all Original Works, modifications and derivations thereof, in their entirety, to Company. After the expiration of Licensing Period, Client has no right of any kind to possess, copy, or make use of, in any way, in whole or in part, Original Works, modifications and derivations thereof. CLIENT AGREES THAT THIS PARAGRAPH BINDS THE PARTIES AND THEIR SUCCESSORS IN PERPETUITY, REGARDLESS OF WHETHER THIS CONTRACT, OR ANY PART OF IT, WERE TO TERMINATE OR BE CANCELLED.

MUTUAL NON DISCLOSURE AGREEMENT (NDA) DEFINITIONS. As used in this Contract, the following terms have the following meanings:

“Inventions” means all discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, negative know-how, data, research, techniques, and technical data (whether or not patentable or registrable under patent, copyright, or similar statutes and including all rights to obtain, register, perfect, and enforce those proprietary interests) that are related to or useful in the Company’s present or future business or result from use of property owned, leased, or contracted for by the Company. “Inventions” shall also include anything that derives actual or potential economic value from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use.

“Proprietary Information” means information that (a) is not known by actual or potential competitors of the Company or is generally unavailable to the public, (b) has been created, discovered, developed, or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the Company, and (c) has material economic value or potential material economic value to the Company’s present or future business. “Proprietary Information” shall include, without limitation, trade secrets (as defined under California Civil Code §3426.1) and all other discoveries, developments, designs, improvements, inventions, formulas, software programs, source code and/or object code, processes, techniques, know-how, negative know-how, data, research, techniques, technical data, customer and supplier lists, and any modifications or enhancements of any of the foregoing, and all program, marketing, sales, financial statements, customer lists and records, pricing structure, discounts, costs or other financial or business information disclosed to Client by the Company, either directly or indirectly, in writing or orally or by drawings or observation, that has actual or potential economic value to the Company.

“Rights” means all patents, trademarks, service marks and copyrights, and other rights pertaining to Proprietary Information, Inventions, or both.

MUTUAL NON DISCLOSURE AGREEMENT (NDA). Client understands and acknowledges that the Proprietary Information and Inventions have been developed or obtained by Company by the investment of significant time, effort and expense, and that the Proprietary Information and Inventions are valuable, special and unique assets of Company which provide Company with a significant competitive advantage, and need to be protected from improper disclosure. Company has requested that Client protect the Proprietary Information and Inventions which may be disclosed by Company to Client. Therefore, Parties agree as follows:

All Proprietary Information and Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all Rights.

Client assigns to Company all Rights that Client may have or acquire and any other rights it may have pertaining to the Proprietary Information or Inventions.

No Disclosure. Client will hold the Proprietary Information and Inventions in confidence and will not disclose the Proprietary Information and Inventions to any person or entity without the prior written consent of Company.

No Copying/Modifying. Client will not copy or modify Proprietary Information and/or Inventions without the prior written consent of Company. This paragraph does not affect the ability of Parties to modify Original Works.

Unauthorized Use. Client shall promptly advise Company if Client becomes aware of any possible unauthorized disclosure or use of Proprietary Information and/or Inventions.

Application to Employees. Client shall not disclose any Proprietary Information and/or Inventions to any of its employees, except those employees who are required to have the Proprietary Information and/or Inventions in order to perform their job duties in connection with the limited purposes of this Contract. Each permitted employee to whom Proprietary Information and/or Inventions are disclosed shall sign a nondisclosure agreement substantially the same as this NDA at the request of Company.

Unauthorized Disclosure of Information - Injunction. If it appears that Client has disclosed (or has threatened to disclose) Proprietary Information and/or Inventions in violation of this Contract, Company shall be entitled to an injunction to restrain Client from disclosing the Proprietary Information and/or Inventions in whole or in part. Company shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

Return of Proprietary Information and Inventions. Upon the written request of Company, Client shall return to Company all written materials containing the Proprietary Information and/or Inventions. Client shall also deliver to Company written statements signed by Client certifying that all materials have been returned within five (5) days of receipt of the request.

No Warranty. Client acknowledges and agrees that the Proprietary Information and Inventions of Company are provided on an "AS IS" basis. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPRIETARY INFORMATION AND INVENTIONS AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF PROPRIETARY INFORMATION AND INVENTIONS. Company neither represents nor warrants that any product, service or business plans disclosed to Client will be marketed or carried out as disclosed, or at all.

Limited License to Use. Client agrees that it shall not acquire any intellectual property rights in the Proprietary Information and Inventions except the limited right to use Proprietary Information and Inventions for the duration of the Licensing Period indicated in paragraph 21. Client acknowledges that the Proprietary Information and Inventions and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Company, even if suggestions, comments, and/or ideas made by Client are subsequently incorporated into the Proprietary Information and/or Inventions or related materials. CLIENT AGREES THAT, AFTER EXPIRATION OF LICENSING PERIOD, ALL PROPRIETY INFORMATION AND INVENTIONS MUST BE RETURNED TO COMPANY. CLIENT FURTHER AGREES THAT CLIENT MUST CEASE FROM ANY AND ALL USE OF PROPRIETARY INFORMATION AND INVENTIONS AFTER EXPIRATION OF LICENSING PERIOD. CLIENT UNDERSTANDS THAT ANY USE OF PROPRIETARY INFORMATION AFTER THE EXPIRATION OF LICENSING PERIOD IS A BREACH OF THIS AGREEMENT, AND THAT CLIENT WILL BE SUBJECT TO LEGAL AND EQUITABLE REMEDIES AS A RESULT OF SAID BREACH.

General Provisions. This NDA sets forth the entire understanding of the parties regarding Proprietary Information and Inventions. Any amendments must be in writing and signed by both parties. This NDA shall be construed under the laws of the State of California. This NDA shall not be assignable by either party. Neither party may delegate its duties under this NDA without the prior written consent of the other party. If any provision of this NDA is held to be invalid, illegal or unenforceable, the remaining portions of this NDA shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this NDA.

MUTUAL NON-COMPETE COVENANT (NCC). For a period of 24 months after the effective date of the completion, termination, and or cancellation of the entirety of this Contract, each Party agrees that they will not directly or indirectly engage in any business that competes with the other Party. This covenant shall apply to the geographical area that includes The United States of America.

MUTUAL NON-SOLICITATION COVENANT (NSC). For a period of 24 months after the effective date of the completion of this NSC, each Party agrees that they will not directly or indirectly solicit business from, or attempt to sell, license or provide the same or similar products or services as are now provided to, any customer or client of the other party, except as may be specified in this Contract. Further, for a period of 24 months after the effective date of the completion of this NSC or termination of Work, whichever is the latter, each party agrees that they will not directly or indirectly solicit, induce or attempt to induce any employee of the other Party to terminate his or her employment with the other Party.

MUTUAL DISSEMINATION. Each Party will disseminate all work in progress to that Party and/or 3rd parties prior to completion of Contract. Each Party approves the other Party to disseminate any material to the other Party, its elected and appointed officials, employees and volunteers, others working on behalf of the other Party, and third-parties at the sole discretion of the other Party. Each Party may request to the other Party in writing to make update any and all work disseminated. Upon approval, of a request by either Party, the other Party will make updates in accordance with another Party’s policy.

GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of California.

ARBITRATION. All disputes under this contract that cannot be resolved by the Parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either Party may invoke this paragraph after providing 30 days written notice to the other Party. All costs of arbitration shall be paid by the Client. Any award may be enforced by a court of law.

WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Original Works or derivations thereof; by the other Party or by any third party, and Client accepts the Original Works, if any, with all Services, "AS IS." In no event will Company be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to its provision of Services pursuant to this Contract.

RECORDING CALLS. Client agrees and consents that Company may, without further notice or warning and in its sole discretion, monitor and/or record telephone conversations which Client and anyone acting on behalf of Client has with Company and/or its agents for quality control, training purposes, and/or for Company’s own protection. Client acknowledges and understands that, while Client’s communications with Company may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Company, and Company does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by both Parties.

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