COACHING AND STRATEGIC AGREEMENT
This agreement is entered into this 6th day of January, 1999 between Coaching
Institute, Inc., a Utah company with its principal place of business located at
000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxxxx, XX 00000, and RE Marketing, a California
company with its principal place of business located at 00000 Xxxxxxx Xxxx
Xxxxx, #X, Xxxxxx Xxxxxxx, XX.
RECITALS
1. Coaching Institute is engaged in the business of providing coaching
services.
2. RE Marketing requires the services from Coaching Institute that are set
forth in this agreement ("Services").
3. Coaching Institute desires to provide Services to RE Marketing and RE
Marketing desires to receive Services from Coaching Institute.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows:
OPERATIVE PROVISIONS
1. ASSOCIATION. Coaching Institute and RE Marketing hereby agree
to be associated with each other on and subject to the terms and conditions
herein. It is the intention of Coaching Institute and RE Marketing to focus on
their respective areas of business and technological expertise, and to enhance
their own and each other's business opportunities by associating together to
offer solutions to their customers whenever and wherever possible.
2. INDEPENDENT CONTRACTORS. It is understood and agreed by the parties
that as to their relationship with each other they are independent contractors.
Nothing in this Agreement shall be construed as creating any partnership,
agency, joint venture, or other joint obligation, and both parties agree not to
make any representations to the contrary. Any conduct in which a party engages
in connection with or in the performance of this Agreement shall be solely in
its capacity as an independent contractor, and nothing in this Agreement shall
be construed to the contrary. The parties agree that, as independent
contractors, they do not have authority to sign contracts, notes, or
obligations, or to purchase, acquire, or dispose of any property for or on
behalf of the other party or any of its customers, and shall only have authority
to perform those services specifically described herein. Each party is solely
responsible and liable for all labor and expenses in connection with its
services performed hereunder, and for any and all damages which may be
occasioned on account of the operation of this Agreement, whether the same be
for personal injuries or damages of any other kind.
3. TAX LIABILITY. Each party assumes full responsibility for the payment
of its respective taxes, assessments, or contributions, whether state or
federal, as to compensation paid and/or the services performed under this
Agreement. Each party also agrees to pay any and all gross receipts,
compensation, transaction, sales, use, or other taxes or assessments of whatever
nature or kind levied or assessed as a consequence of the compensation paid
and/or services performed under this agreement.
4. INTELLECTUAL PROPERTY. Ownership of all intellectual property remains
with the creator of the property.
5. BUSINESS RELATIONSHIP. During the term of this agreement, the parties agree
to the following:
A. Coaching Institute responsibilities
1. Coaching Institute will develop the RE Marketing
Coaching Program and associated curriculum. The
curriculum will be focused on the sales and marketing
of real estate, building communication skills, and
personal and business development. Professional
skills assessment will be included.
2. Coaching Institute will hire and train appropriately
skilled coaches and mentors.
3. Coaching Institute will hire and train salespeople
that will appropriately represent the RE Marketing
organization.
4. Coaching Institute will provide inbound and outbound
call center services to market the coaching program
to RE Marketing seminar attendees - non-buyers.
5. Coaching Institute is responsible for maintaining its
phone system, phone lines, computer equipment, office
supplies, office space, and other materials and
assets necessary to perform its function to
adequately support and market services to the RE
Marketing customer base.
6. To maintain or assist in the maintenance of the RE
Marketing database
7. To forward all coaching tuition moneys to RE
Marketing.
8. To include a coaching evaluation and feedback form
with every program. All completed copies of this
form, as well as any testimonial letters, will be
forwarded to RE Marketing.
B. RE Marketing responsibilities:
1. To promote and sell the RE Marketing coaching program
in all its seminars, workshops, and other venues.
2. To work in conjunction with Coaching Institute to
assure that the expectations regarding the quality
and content of the coaching program are met.
3. To provide Coaching Institute with customer names and
lists of seminar attendees and other interested
parties on a regular basis for the intent of
marketing the coaching program to them.
4. To provide materials, including copies of software
packages sold, training videos, and other relevant
information for the coaching staff.
5. To process all RE Marketing coaching sales through
its merchant account or through its financing or
lease program.
6. To compensate Coaching Institute according to the
financial arrangements contained herein and to pay on
a schedule according to, or similar to, the "general
procedures guidelines" provided.
C. Mutual Responsibilities
1. It is understood that an undertaking of this
magnitude, with the possibility of thousands of
individuals contacted, enrolled, and spoken with,
there will inevitably be some individuals who will be
displeased with some aspect of the service.
Therefore, if there are any concerns regarding
representations made, the quality of service
provided, or the manner in which a customer is
treated, both parties agree to notify the other
immediately and use their combined best efforts to
rectify the situation. Customer satisfaction is the
ultimate goal.
6. COMPENSATION. - The retail value associated with the coaching program
is $1,495.00 - $1,995. RE Marketing agrees to compensate Coaching
Institute as follows for each program or package sold. The percentage
of payment to Coaching Institute will be made after the credit card
processing fee is deducted.
Bundled or Sold by R.E.M. Sold by Coaching Institute
55% 70%
A. Coaching Packages -
Initial package offerings to be sold are detailed in
Exhibit A. Coaching packages may be changed from time
to time with mutual approval from Coaching Institute
and RE Marketing.
B. Separate Product Sales -
When RE Marketing products are sold separately by
Coaching Institute, and not in conjunction with a
coaching program, Coaching Institute will receive 40%
of the gross sale amount. These individual product
sales will be included on the weekly reconciliation
report with regular coaching package sales.
7. MUTUAL EXCLUSIVITY AND NON-COMPETE - Throughout the duration of this
agreement, REM grants Coaching Institute, Inc. status as its sole
provider of coaching services. REM agrees not to develop any similar or
competing program and also agrees not to utilize other third-party
coaching providers through the duration of this agreement.
8. TERM OF AGREEMENT- This agreement will be subject to a 120-day trial
period. Either party may terminate this Agreement within 30 days of the
termination of the trial period. After the completion of the trial
period, and subject to the provisions for termination contained herein,
this Agreement and the association hereunder shall commence on the
effective date hereof and shall continue for a period of 1 year. Upon
the completion of the 1-year term of the agreement, the agreement will
automatically extend an additional 2 years unless notification is
received according to the terms in paragraph 9.
9. TERMINATION - Either party may terminate this Agreement on the
expiration date by giving written notice to the other party at least
ninety (90) days prior to the expiration of the Agreement. The premise
of this arrangement is that it will continue so long as it is mutually
beneficial
10. RESTRICTIVE COVENANTS - Each party understands that the other party has
disclosed and will disclose certain knowledge concerning the other
party's trade secrets, proprietary information, business and marketing
methods, procedures, products, and services, including, but not limited
to, names of customers, clients, and suppliers, and other things which
constitute the property of the other party and which enable the other
party to compete successfully in its business. In consideration of the
parties association with each other and these disclosures, each party
agrees as follows:
A. Confidential Information; Covenant of Non-Disclosure; Trade
Secrets--Proprietary Information. Each party covenants that it shall
treat all such matters relating to the other party's business as
confidential and proprietary information entrusted to said party solely
for accomplishing the purposes of this agreement, and shall not at any
time, either during or after the term of this Agreement, either
directly or indirectly, use, divulge, disclose, or communicate to any
person, firm, or corporation any information concerning any matters
affecting or relating to the business of the other party, including
without limiting the generality of the foregoing, any of its customers,
clients, suppliers, the prices it obtains or has obtained for the
services it renders and/or the products it sells, or any other
information, written or otherwise, concerning the business of the other
party, the manner of operation, plans processes, products, employees,
or other data without regard to whether all the foregoing will be
deemed confidential, material, or important. Upon termination of this
agreement, or when this agreement becomes null and void, each party
shall inform the other party as to what material and information is
confidential. The named material and information shall not be used in
any way by the other party and, if possible, shall be surrendered upon
request.
11. INDEMNIFICATION. The party to whom a customer is referred shall
indemnify the referring party against all liability or loss, and
against all claims or actions based upon or arising out of the
relationship between the referred customer and the party to whom the
customer was referred pursuant to the terms of this Agreement, or based
upon any violation of any statute, ordinance, code, or regulation, and
the defense of any such claims or actions. Each party shall also
indemnify the other against all liability and loss in connection with,
and shall assume full responsibility for, payment of their respective
federal, state, and local taxes, contributions, or assessments imposed
or required as a result of this Agreement.
12. GENERAL PROVISIONS
A. Remedies. The rights and remedies of any of the parties hereto
shall not be exclusive. In general, the respective rights and
obligation hereunder shall be enforceable by specific
performance, injunction, or other equitable remedy, but
nothing herein contained is intended to or shall limit or
affect any rights at law or by statute or otherwise of any
party aggrieved as against the other party for a breach or
threatened breach of any provision hereof, it being the
intention of this Paragraph to make clear the agreement of the
parties that the respective rights and obligations of the
parties hereunder shall be enforceable in equity as well as at
law or otherwise.
B. Governing Law, Jurisdiction, and Venue. This Agreement is
governed either by the laws of the State of Utah or the State
of California. If action is brought by RE Marketing, this
agreement will be governed by the State of Utah, with
jurisdiction and venue in the United States Court, District of
Utah and/or the Courts of Salt Lake County, State of Utah. If
action is brought by Coaching Institute, this agreement shall
be governed by the State of California, with jurisdiction and
venue in the United States Court, the corresponding District
and/or County Courts where RE Marketing is located.
C. Entire Agreement. This instrument sets forth the entire
agreement among the parties and supersedes all prior
agreements, whether written or oral. All parts of Section
titles or Paragraph captions of this Agreement are for
convenience only, and shall not be deemed part of this
Agreement, and in no way define, limit, augment, extend, or
describe the scope, content, or intent of any part or parts of
this Agreement.
D. Binding Effect and Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
representatives, successors, and assigns; provided, however,
that this provision shall not be construed as permitting
assignment, substitution, delegation, or other
transfer of rights or obligations by either party except upon
the prior written consent of both parties hereto.
E. Waiver or Forbearance Unless otherwise indicated herein,
failure by any party to insist upon the strict performance of
any covenant, duty, agreement, or condition of this Agreement,
or to exercise any right or remedy consequent upon a breach
thereof, shall not constitute a waiver of any such breach or
of any other covenant, agreement, term, or condition. Any
party, by notice delivered in the manner provided in this
Agreement, may, but shall be under no obligation to waive any
rights or any conditions to its obligation hereunder, or any
duty, obligation, or covenant of any other party. No waiver
shall affect or alter the remainder of this Agreement, but
each and every other covenant, agreement, term and condition
hereof shall continue in full force and effect with respect to
any other then existing or subsequently occurring breach. To
be effective, any waiver must be signed by both parties
hereto.
F. Severability. In the event that any condition, covenant, or
other provision herein contained is held to be invalid or void
by any court of competent jurisdiction, the same shall be
deemed severable from the remainder of this Agreement and
shall in no way affect any other covenant or condition herein
contained. If such condition, covenant, or other provision
shall be deemed invalid due to is scope or breadth, such
provision shall be deemed valid to the extent of the scope or
breadth permitted by law.
The parties have executed this Coaching and Strategic Agreement
effective the date and year set forth above.
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx
President President
Coaching Institute, Inc. RE Marketing
Exhibit A
Xxxxx Xxxxxxx Coaching Programs
Package #1
Intensive 8-Session personalized Xxxxx Xxxxxxx Real Estate Coaching
Program msrp $1,495.00
-Includes Professional Sales Assessment msrp $ 199.00
-Also includes Xxxxx Xxxxxxx Real Estate
Master Series Study Guide msrp $ 89.95
---------
Total Value $1,783.95
Special package price: $1,495.00
Package #2
Powerful 10-Session personalized Xxxxx Xxxxxxx Real Estate Coaching
Program msrp $1,695.00
-Includes Professional Sales Assessment $ 199.00
-Also includes Xxxxx Xxxxxxx Real Estate
Master Series Study Guide $ 89.95
---------
Super Bonus Pack Including the following:
-Master series 16 cassette sales training course $ 259.95
-Personal Brochure Design Kit $ 49.95
-Postcard Marketing System $ 99.95
-Working with an Agent Video $ 49.95
-Pricing to Sell for Top Dollar Video $ 49.95
-Listing Visual Presentation Video $ 49.95
-Listing Visual Presentation (39 color pp) $ 60.00
-Counselor "Sold" Folder $ 24.95
-Power Letters Book & Computer Disc $ 125.00
-14 page personal Web Site Design $ 795.00
---------
Total Value $3,548.60
Special Package Price $1,795.00
Package #3
Expanded 12-Session personalized Xxxxx Xxxxxxx Real Estate Coaching
Program msrp $1,995.00
-Includes Professional Sales Assessment $ 199.00
-Also includes Xxxxx Xxxxxxx Real Estate
Master Series Study Guide $ 89.95
Super Bonus Pack $1,570.00
Delux Career Mega Pack Including the following:
-Dialogue Memory Flashcards $ 45.95
-Absentee Owner Video $ 49.95
-Expired Listing Video $ 49.95
-Personal Brochure Design Video $ 49.95
-Prospect & List for Sale by Owners Video $ 49.95
-Variable Price Ranging Video $ 49.95
-Personal Assistant Program (6 cassettes) $ 89.95
---------
Total Value $4,239.60
Special Package Price $1,995.00
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx
President President
Coaching Institute, Inc. Real Estate Marketing
