PURPOSE OF THE AGREEMENT

Client wishes to hire Coach to provide services relating to Client’s coaching needs, as detailed in this Agreement. Coach has agreed to provide such services according to the terms of this Agreement.

TERMS

Career Shift Academy: Client chooses Career Shift Academy course/coaching program.

Services: Coach shall provide Client with the following services on a per-package basis (“Services”):
- One live Q&A call each month for 3 months
- Complete access to Career Shift Academy curriculum


PROTECTIONS & RELATIONSHIP

Copyright Ownership: Coach owns all copyrights in any and all work(s) it provides to Client in connection with, or in the process of, providing the Services under this Agreement. In the event that any copyrighted work(s) are created or shared as a result of the Services provided by Parties in accordance with this Agreement, the Party that creates the work(s) own(s) all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Party who creates the materials and may be used in the reasonable course of each Party's business going forward. For example, if Coach shares a spreadsheet that Client has Coach’s consent to utilize, Client may not share, distribute, sell, or otherwise enjoy the privileges of said spreadsheet and copyrighted material contained within the spreadsheet.

Trademark Ownership: All images, text, designs, graphics, trademarks, and service marks are owned by and property of Autumn Richards, LLC and may not be copied, used, or reproduced without Coach’s written consent.

Permitted Uses of Material(s): Coach grants to Client a non-exclusive, nontransferable, royalty-free license of product(s) produced with and for Client for personal use only so long as Client provides Coach with attribution reasonably visible on primary or related course materials or marketing collateral. In no event is Client allowed to share Coach’s materials with any third party without Coach’s express prior written permission.

Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies, to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” is this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Parties in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or Confidential Information.

Relationship of the Parties: Coach and any related subcontractors are not employees, partners, or members of Client’s company or organization. Coach has the sole right to control and direct the means, manner, and method by which the Services in this Agreement are performed. Coach has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Coach.

LIMIT OF LIABILITY

Maximum Damages: Client agrees that the maximum amount of damages s/he is entitled to in any claim of or relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Coach.

Indemnification: Client agrees to indemnify and hold harmless Coach, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement.

Client Responsibilities: Client agrees that the accuracy of information supplied to Contractor is the sole responsibility of Client, and that Contractor is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information provided by Client. Client assumes full responsibility for final deliverable(s) provided, final proofing and accuracy.

Assumption of Risk: Client and related parties/participants expressly assume any risk of Services and related activities as described in this Agreement.

Disclaimer: Client agrees and understands Coach is not providing the professional services of an attorney, accountant, nutritionist, financial planner, therapist, or any other kind of licensed or certified professional. Should Client desire professional services that exceed the scope of this Coaching Agreement, Client must sign a letter of engagement of said professional services. No legal, financial, accounting, nutritional, or other kind of professional advice will be given without entering into such a relationship via the letter of engagement referenced immediately above.

Guarantees: Coach cannot make any guarantees as to the results, including professional, financial or other gains, of the coaching provided. Coach agrees to provide the Services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.

Release: Coach will use reasonable efforts to ensure Client’s Services are carried out in a style and manner consistent with Coach’s current portfolio and services, and Coach will try to incorporate any suggestions Client makes. However, Client understands and agrees that:
● Every client and final delivery is different, with different tastes, budgets, and needs;
● Career Coaching is a subjective service and Coach is a provider with a unique vision, with an ever-evolving style and technique;
● Coach will use its personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;
● Dissatisfaction with Coach’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.

Non-disparagement: The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

CANCELLATIONS OR RESCHEDULING

Coach Desires to Cancel or Reschedule: In the event Coach cannot or will not perform his/her obligations in any or all parts of this Agreement, Coach (or a responsible party) will immediately give Notice to Client, and at the Coach’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Coach, no reasonable substitute is found, Coach shall excuse Client of further performance obligations in this Agreement.

Force Majeure: Notwithstanding the above, either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the Services provided in this Agreement, including:
1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, or infestation); or
2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
3. Any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

GENERAL PROVISIONS

Governing Law; Venue: The laws of Tennessee govern all matters arising under or relating to this Agreement, . The parties agree that any action brought under this Agreement will be brought in a federal or state court for Knox County, Tennessee. Each party agrees to the personal jurisdiction of such court.

Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.

Notice: Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Assignment: Neither Party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided in this Agreement.

Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.

Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.

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