Throughout this Agreement, the Coach and the Client may each be referred to as a (“Party” or collectively as the “Parties”). 

 
WHEREAS, the Client desires to retain the Coach to provide certain services and to compensate the Coach for its performance of these services;

 
In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern.

 
In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:

RECITALS

Coach will provide coaching services. Client agrees to obtain coaching services provided by Coach under these legally binding terms.

SERVICES TO BE PROVIDED

The Company agrees to provide educational information and coaching call support for the Detach Anxiety Workshop, Legacy, Connected, and 1:1 Coaching (hereinafter referred to as the “Programs”).

The parties agree to engage in coaching sessions for the duration of the program for one hour through virtual video meetings. Coach will be available to Client via email between sessions Monday - Thursday, 9:00a - 3:00p CST, to answer Client questions and review progress, challenges, and wins.

COACHING PERIOD

Basic Term

The Client hereby retains the Coach and Coach agrees to render to the Client Services described herein for duration of the program (the "Coaching Period") commencing on the date of purchase and ending upon the date the Coaching Period is terminated in accordance with this Agreement. The Client shall pay the Coach the compensation to which it is entitled through the end of the Coaching Period, and, thereafter, the Client's obligations hereunder shall end.

RENEWAL

The Coaching Period may be requested by the Client and accepted at the discretion of the Coach.

COMPENSATION, BENEFITS, AND EXPENSES

In consideration of the Services to be rendered hereunder, Coach shall be paid in full for the coaching services based on the full amount listed during the time of purchase.

Client shall pay the Coach the amounts agreed to through automatic withdrawal based on payment information provided to make initial payment, once or recurring depending on payment plan selected. 

BENEFITS

Other than the compensation specified herein, neither Coach nor its Agents shall be entitled to any direct or indirect compensation for Services performed hereunder.

EXPENSES

Coach is solely responsible for payment of expenses incurred pursuant to this Agreement unless such expenses are pre-approved by the Client in writing. The Client will only reimburse the Coach for expenses that were submitted and pre-approved by the Client in writing.

CANCELLATION AND NO REFUND POLICY

Client agrees that once the coaching Services are rendered to the Client, there will be no refund issued by the Coach and any outstanding balance owed must be paid within the 6 months of the program. 

ADDITIONAL WORK

After receipt of an order which adds to the Services, Coach may, at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order. Client agrees to pay Coach for such action and expenditure as set forth as an Addendum to this Agreement at that time for payments related to Services.

BENEFITS

Other than the compensation specified herein, neither Coach nor its Agents shall be entitled to any direct or indirect compensation for Services performed hereunder.

EXPENSES

Coach is solely responsible for payment of expenses incurred pursuant to this Agreement unless such expenses are pre-approved by the Client in writing. The Client will only reimburse the Coach for expenses that were submitted and pre-approved by the Client in writing.

CANCELLATION AND NO REFUND POLICY

Client agrees that once the coaching Services are rendered to the Client, there will be no refund issued by the Coach and any outstanding balance owed must be paid within the 6 months of the program. 

ADDITIONAL WORK

After receipt of an order which adds to the Services, Coach may, at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order. Client agrees to pay Coach for such action and expenditure as set forth as an Addendum to this Agreement at that time for payments related to Services.

DUTIES AND RESPONSIBILITIES

Coach Responsibility and Disclaimers

a.Coach hereby agrees to provide and perform for the Client those Services set forth on in this Agreement.

Coach shall devote its best efforts to the performance of the Services and to such other services as may be reasonably requested by the Client.

a.Coach shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies

and practices regarding the use of facilities at which Services are to be performed hereunder.

a.Personnel supplied by Coach to provide services to Client under this Agreement will be deemed Coach's

employees or agents and will not for any purpose be considered employees or agents of Client. Coach assumes full responsibility for the actions of such personnel while performing Services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes

a.Coach may disclose income reports, results, success results of other Clients or former Clients or customers

including product reviews and testimonials from time to time. All efforts are made to accurately represent such information but there's no guarantee that Client will achieve the same results by using those techniques or ideas shared by the Coach. Client is encouraged to perform its own due diligence and research and is solely responsible for its earnings and results. Client's earning potential and results are contingent upon its individual personal circumstances, abilities, experience and skills. Therefore, Client agrees not to hold Coach and/or its officers, employees, successors, shareholders, joint venture partners or anyone else working with the Coach liable for any of your successes or failures directly or indirectly related to the information, reports, reviews, products and/or services shared with the Client.

CLIENT RESPONSIBILITY
Coach provides the coaching Services under this Agreement strictly for educational and informational purposes only. Coaching Services provided by the Coach shall not be construed as professional advice tailored to any specific individual. Coach has multiple Clients and all information shared is for educational purposes intended for the general people. Client is encouraged to always seek a professional in the area for its particular needs and circumstances prior to making any professional, legal, financial, medical or tax related decisions affecting the Client or its business.

Client agrees that use of Coaching Services is at Client's sole risk and that Client is solely responsible for the accuracy of the personal and any information provided by the Coach, outcome of Client's actions, personal and business results, and for all other use in connection with the Coaching Services.

Client agrees to assume full responsibility for progress and results from the coaching Services. Coach makes no representations, warranties or guarantees verbally or in writing of any kind. Client agrees that its individual results may vary and that no promises of any kind are made by the Coach. Client agrees to assume all risk of loss for participation in the Coaching program and Services with the Coach. Coach does not promise or guarantee that Client will reach their goals as a result of participating in this coaching.

MAINTENANCE OF CONFIDENTIALITY
Each party hereto ("Such Party") shall hold in trust for the other party hereto ("Such Other Party"), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. This constitutes as a mutual non-disclosure agreement. Confidential information is information which relates to Such Other Party's research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

"Confidential Information" does not include information that: (a) was in the Coach's possession prior to its being furnished by the Client; (b) is generally known to the public or in the Client's industry; (c) is obtained by the Coach from a third party, without breach of any obligation to the Client; (d) is independently developed by the Coach without use of or reference to the Client's confidential information; or (e) the Coach is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to the Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and (g) involves illegal activity. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner.

Coach hereby acknowledges that during the performance of this contract, the Coach may learn or receive confidential Client information and therefore Coach hereby confirms that all such information relating to the Client's business will be kept confidential by the Coach, except to the extent that such information is required to be divulged to the Coach's clerical or support staff or associates in order to enable Coach to perform Coach's contract obligation.

Coach agrees not to disclose or use, except as required in Coach's duties, at any time, any information disclosed to or acquired by Coach during the term of this contract. Coach shall disclose promptly to Client all inventions, discoveries, formulas, processes, designs, trade secrets, and other useful technical information and know-how made, discovered, or developed by Coach (either alone or in conjunction with any other person) during the term of this contract. Coach agrees that he shall not, without the written consent of Client, disclose to third parties or use for his own financial benefit or for the financial or other benefit of any competitor of Client, any information, data, and know-how, manuals, disks, or otherwise, including all programs, decks, listings, tapes, summaries of any papers, documents, plans, specifications, or drawings.

Both parties shall take all reasonable precautions to prevent any other person with whom they may become associated from acquiring confidential information of each other at any time.

Both parties agree that all confidential information shall be deemed to be and shall be treated as the sole and exclusive property of each Party.

Upon termination of this contract, Coach shall deliver to Client all drawings, manuals, letters, notes, notebooks, reports, and all other materials (including all copies of such materials), relating to such confidential information which are in the possession or under the control of Coach.

NO TRANSFER OF INTELLECTUAL PROPERTY

Nothing contained in this Agreement shall be construed as granting to any party a license, express or implied, under any patent, copyright, trade secret, or other intellectual property right now or hereafter owned, obtained, or licensable by a Party to this Agreement. Any intellectual property made in the performance of this Agreement shall be or remain the sole and exclusive property of that Party who created it, regardless of whether it is completed or reduced to practice thereafter. In the event that employees of the Parties jointly produce copyrightable material, such material shall be jointly owned and copyrighted with rights reserved for both Parties and both Parties shall share in the cost, if such copyright is registered.

MAINTENANCE OF CONFIDENTIALITY

Each party hereto ("Such Party") shall hold in trust for the other party hereto ("Such Other Party"), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. This constitutes as a mutual non-disclosure agreement. Confidential information is information which relates to Such Other Party's research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

"Confidential Information" does not include information that: (a) was in the Coach's possession prior to its being furnished by the Client; (b) is generally known to the public or in the Client's industry; (c) is obtained by the Coach from a third party, without breach of any obligation to the Client; (d) is independently developed by the Coach without use of or reference to the Client's confidential information; or (e) the Coach is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to the Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and (g) involves illegal activity. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner.

Coach hereby acknowledges that during the performance of this contract, the Coach may learn or receive confidential Client information and therefore Coach hereby confirms that all such information relating to the Client's business will be kept confidential by the Coach, except to the extent that such information is required to be divulged to the Coach's clerical or support staff or associates in order to enable Coach to perform Coach's contract obligation.

Coach agrees not to disclose or use, except as required in Coach's duties, at any time, any information disclosed to or acquired by Coach during the term of this contract. Coach shall disclose promptly to Client all inventions, discoveries, formulas, processes, designs, trade secrets, and other useful technical information and know-how made, discovered, or developed by Coach (either alone or in conjunction with any other person) during the term of this contract. Coach agrees that he shall not, without the written consent of Client, disclose to third parties or use for his own financial benefit or for the financial or other benefit of any competitor of Client, any information, data, and know-how, manuals, disks, or otherwise, including all programs, decks, listings, tapes, summaries of any papers, documents, plans, specifications, or drawings.

Both parties shall take all reasonable precautions to prevent any other person with whom they may become associated from acquiring confidential information of each other at any time.

Both parties agree that all confidential information shall be deemed to be and shall be treated as the sole and exclusive property of each Party.

Upon termination of this contract, Coach shall deliver to Client all drawings, manuals, letters, notes, notebooks, reports, and all other materials (including all copies of such materials), relating to such confidential information which are in the possession or under the control of Coach.

If during the performance of this Agreement inventions result, the following shall apply: each invention, discovery, or improvement (hereinafter referred to as "Invention") conceived or first actually reduced to practice by one or more employees of one of the Parties, shall be the sole property of the Party whose employee or employees made the Invention. Any Inventions conceived or first actually reduced to practice jointly by employees of both Parties hereto shall be jointly owned by both Parties.

Nothing in this Agreement is intended to transfer to the Client any rights in the Coach's services or work performed, which shall remain the sole property of the Coach. Client is not authorized to use Coach's intellectual property for Client's personal or business purposes. No license to sell or distribute Coach's materials is granted or implied to the Client.

INJUNCTIVE RELIEF

Both Parties acknowledge that disclosure of any Confidential Information by each other will give rise to irreparable injury to the owner of such information, inadequately compensable in damages. Accordingly, either Party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

STATUS OF COACH

Coach is an independent contractor and neither Coach nor Coach's staff is or shall be deemed to be employed by Client. Nothing contained herein shall be construed to constitute the parties hereto as partners or joint venturers, or either as an agent of the other. Client is hereby contracting with Coach for the services described herein and Coach reserves the right to determine the method, manner and mean by which the Services will be performed. Coach is not required to perform the services during a fixed hourly or daily time and if the services are performed at the Client's premises, then Coach's time spent at the premises is to be at the discretion of the Coach; subject to the Client's normal business hours and security requirements. Coach hereby confirms to Client that Client will not be required to furnish or provide any training to Coach to enable Coach to perform Services required hereunder.

The services shall be performed by Coach or Coach's staff, and Client shall not be required to hire, supervise or pay any assistants to help Coach who performs the Services under this agreement. Coach shall not be required to devote Coach's full time nor the full time of Coach's staff to the performance of the Services required hereunder, and it is acknowledged that Coach has other Clients and Coach offers services to the general public. The order or sequence in which the work is to be performed shall be under the control of Coach.

Except to the extent that the Coach's work must be performed on or with Client's computers or Client's existing software, all materials used in providing the Services shall be provided by Coach. Client shall not provide any insurance coverage of any kind for Coach or Coach's staff, and Client will not withhold any amount that would normally be withheld from an employee's pay. Coach shall take appropriate measures to insure that Coach's staff is competent and that they do not breach this Agreement.

TERMINATION OF COACHING RELATIONSHIP

By the Client or the Coach

At any time, either the Client or the Coach may terminate, without liability, the Coaching Period for any reason, with or without cause, by giving 30 days advance written notice to the other party. The Client shall pay Coach the compensation to which the Coach is entitled through the end of the Coaching Period, and thereafter all obligations of the Client shall terminate.

Termination Obligations

Coach hereby acknowledges and agrees that all property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, Proprietary

Information, and equipment furnished to or prepared by Coach or its Agents in the course of or incident to its rendering of Services to the Client, including, without limitation, records and any other materials pertaining to Invention Ideas belong to the Client and shall be promptly returned to the Client upon termination of the Coaching Period. Following termination, neither Coach nor any of its Agents will retain any written or other tangible material containing any Proprietary Information.

The representations and warranties contained herein and Coach's obligations under this Section shall survive termination of the Coaching Period and the expiration of this Agreement.

DISCLAIMER
Although the Coach is a licensed Therapist this contract or coaching program does not constitute a Therapist and Client relationship. The information and other content provided during the program is not intended and should not be construed as medical advice, nor is the information a substitute for professional medical expertise or treatment.

If the Client has a medical or mental health concern or crisis, Client should consult with your health care provider or seek other professional medical treatment. Never disregard professional medical advice or delay in seeking it because of something discussed during sessions. If at any time Client is facing a medical emergency, Client will call their doctor or emergency services immediately.

ASSIGNMENT; SUCCESSORS AND ASSIGNS
Coach agrees that it will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall Coach's rights be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation shall be null and void.

Nothing in this Agreement shall prevent the consolidation of the Client with, or its merger into, any other corporation, or the sale by the Client of all or substantially all of its properties or assets, or the assignment by the Client of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Client.

Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity

other than those enumerated above.

INDEMNITY / LIMITATION OF LIABILITY

Except as expressly provided in this Agreement, the Coach makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the coaching Services negotiated, agreed upon and rendered. In no event shall the Coach and/or its officers, employees, successors, shareholders, joint venture partners or anyone else working with the Coach shall be liable to the Client for any indirect, consequential or special damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to Coach in advance or could have been reasonably foreseen by Coach. Notwithstanding any damages that the Client may incur, the Coach's entire liability under this Agreement, and the Client's exclusive remedy, shall be limited to the amount actually paid by the Client to the Coach under this Agreement for all coaching Services rendered through and including the

DISPUTES

Any disputes that arise between the parties with respect to the performance of this Agreement shall be submitted to binding arbitration governed by the laws of the State of Texas, to be determined and resolved by said Association under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in the

GOVERNING LAW

The Parties agree that this Agreement shall be construed under and governed by (both as to validity and performance) and enforced in accordance with the internal laws of the State of Texas applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises.

ENTIRE AGREEMENT;MODIFICATIONS

This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements between such parties, whether written or oral, with respect to such subject matter. This Agreement may not be amended or revised except by a writing signed by the parties.

ATTORNEY'S FEES

Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such litigation from the party or parties against whom enforcement was sought.

SEVERABILITY

The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. Any invalid or unenforceable provision shall not be deleted but shall be reformed and construed in a manner to enable it to be enforced to the extent compatible with applicable law.

CAPTIONS

Captions have been inserted solely for the convenience of reference and in no way define, limit or describe the scope or substance of any provisions of this Agreement.

WAIVER

Neither Party will be deemed to have waived any of its rights, power or remedies hereunder except in writing signed by the Party. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

NOTICES
Any notice or communication given or made by either Party under this Agreement shall be in writing either by personal delivery, mail, registered or certified, or by email at the address listed above. Mailed notices shall be addressed to the Parties at the addresses listed above. Both Parties agree to keep each other informed about their current business and mailing addresses as well as email address and phone numbers.

FORCE MAJEURE
Neither Party will be deemed in default of its obligations to the extent that the performance of any such obligation is prevented or delayed by war, insurrection, fire, flood, riot, acts of terrorism, strikes, acts of God, telecommunications failures or errors, systematic internet failure, including but not limited to interruptions by service providers, or any similar event or circumstance not caused, in whole or part, by such Party, and which is beyond the reasonable control of such Party.

COUNTERPARTS
This Agreement may be executed in two (2) or more counterparts, including by tele-copier, tele-facsimile, or by electronic means, such as by encrypted digital signature, by electronic mail transmission of a portable document format (PDF) scan of the original document or a copy thereof; and when so executed, will have the same force and effect as though all signatures appeared on a single document. Emails and copies of signatures are acceptable in lieu of originals.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Program Agreement