COACHING AND STRATEGIC AGREEMENT
This agreement is entered into this 25th day of August, 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 SDI XxXxxxx Publishing,
Inc., a Florida company with its principal place of business located at 0000 Xxx
Xx. Xxxxxxxxx Xx., Xxxxxxxxxxxx, XX 00000
RECITALS
1. Coaching Institute is engaged in the business of providing coaching
services.
2. [Company] requires the services from Coaching Institute that are set
forth in this agreement ("Services").
3. Coaching Institute desires to provide Services to [Company] and
[Company] desires to receive Services from Coaching Institute.
OPERATIVE PROVISIONS
1. ASSOCIATION. Coaching Institute and [Company] 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 [Company] 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 [Company]
Coaching Program and associated curriculum. The
curriculum will be focused on the sales and marketing
of [Company] business opportunity, 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 [Company]
organization.
4. Coaching Institute will provide inbound and outbound
call center services to market the coaching program
to the [Company] students/customers.
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
[Company] customer base.
6. To maintain or assist in the maintenance of the
[Company] database
B. [Company] responsibilities:
1. To promote and sell the [Company] 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 [Company] coaching sales through its
merchant account.
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. PRODUCTS
A. Personal Coaching - Coaching will be considered as contact
between Coaching Institute and individuals enrolled in the
process of coaching. Coaching will be sold in blocks of
sessions of 8, 10, or 12 with coaching resources available for
up to a year. The coaching may be sold by either Coaching
Institute or the company and it may also be bundled into or
with the company's regular products.
B. Symposium - Symposiums will be considered as one day or more
of workshop type training followed by at least 8 sessions of
coaching. Pricing and content to be negotiated at later date.
C. Technical Package - The Technical Package will include but
is not limited to the following components, laptop computer,
digital camera, web site, contact management software, SDI
XxXxxxx materials package and Personal Coaching.
7. COMPENSATION. - The following are the retail values associated with the
products described in paragraph 6.
A. Personal Coaching - The personal coaching program is valued at
$1,495.00 - $2,995, depending on the duration and content of
the coaching program. [Company] agrees to compensate Coaching
Institute as follows for each program sold:
Coaching Institute SDI - XxXxxxx
SDI XxXxxxx Sale: 50% 50%
Coaching Institute Sale: 70% 30%
B. Symposium pricing content and duration to be considered at
later date.
C. Technical Package pricing and content to be considered at
later date.
8. MUTUAL EXCLUSIVITY AND NON-COMPETE - Throughout the duration of this
agreement, [Company] grants Coaching Institute, Inc. status as its sole
provider of coaching services. [Company] 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.
9. TERM OF AGREEMENT- 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 one-year term of the agreement,
the agreement will automatically extend an additional 2 years unless
notification is received according to the terms in paragraph 10.
10. 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
11. 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. All of the terms contained
anywhere in this Agreement shall remain in full force and effect from
the effective date hereof indefinitely and perpetually thereafter,
notwithstanding the termination of the association between the parties
and regardless of the reason for such termination.
12. 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.
13. 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 by the laws of the State of Utah in all respects, and
the parties hereto consent to jurisdiction and venue in the
United States Court, District of Utah and/or the Courts of
Salt Lake County, State of Utah, as applicable.
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 X. Xxxxxxx
---------------------- --------------------
Xxxxx X. Xxxxxxxxx Name Xxxxx X. Xxxxxxx
President Title President and CEO
Coaching Institute, Inc. SDI XxXxxxx Publishing, Inc.
Additional Items (hand written)
A. SDI to approve final coaching program prior to first training
program.
B. SDI to also approve "Coaching Institute's" SA Program prior
to contact with SDI customers.
