COACHING AND STRATEGIC AGREEMENT
This agreement is entered into this 5th day of June, 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 Automation Quest, a Utah
company with its principal place of business located at 0000 Xxxxx 000 Xxxx,
Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000.
RECITALS
1. Coaching Institute is engaged in the business of providing coaching
services.
2. Automation Quest requires the services from Coaching Institute that are
set forth in this agreement ("Services").
3. Coaching Institute desires to provide Services to Automation Quest and
Automation Quest 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 Automation Quest 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 Automation Quest 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. The Coaching Institute will develop the Automation
Quest Coaching Program and associated curriculum. The
curriculum will be focused on utilizing technology in
the sales and marketing of real estate, building
communication skills, and personal and business
development. Professional skills assessment will be
included.
2. The Coaching Institute will hire and train
appropriately skilled coaches and mentors.
3. The Coaching Institute will hire and train
salespeople that will appropriately represent the
Automation Quest organization.
4. The Coaching Institute will provide inbound and
outbound call center services to market the coaching
program to Automation Quest seminar attendees -
non-buyers.
5. The 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
Automation Quest customer base.
6. To maintain or assist in the maintenance of the
Automation Quest database
B. Automation Quest responsibilities:
1. To include the Automation Quest 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 Automation Quest 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. Automation Quest agrees to compensate The Coaching
Institute as follows for each program sold:
Bundled (Sold by A.Q.) Sold by The Coaching Institute
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$672.75 (45%) $971.75 (65%)
7. MUTUAL EXCLUSIVITY AND NON-COMPETE - So long as Automation Quest
includes the coaching program in each of their packages as described in
paragraph 5.B.1, and that monthly coaching clients exceed an average of
60 per month, The Coaching Institute agrees that Automation Quest will
have an exclusive arrangement with The Coaching Institute for providing
coaching services to the real estate agent industry. The Coaching
Institute will not actively pursue other marketing or real estate
companies whose focus is to sell products and services to real estate
agents during the term of this Agreement. It is understood that The
Coaching Institute currently has customers in the real estate
investment industry and that these types of companies do not fall into
the restricted category.
Pursuant to this arrangement, Automation Quest agrees to promote The
Coaching Institute's coaching program to other current and potential
real estate clients. In those situations in which Automation Quest
introduces and promotes The Coaching Institute's coaching program to
its clients, Automation Quest will receive an agreed-upon commission or
royalty for each sale made through the new channel.
Throughout the duration of this agreement, Automation Quest grants The
Coaching Institute, Inc. status as its sole provider of coaching
services. Automation Quest agrees not to develop any similar or
competing program and also agrees not to utilize other third-party
coaching providers.
8. TERM OF AGREEMENT- 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 an indefinite period
of time.
9. TERMINATION - Either party may terminate this Agreement at any time
after an initial 120-day trial period for any reason by giving the
other party a ninety (90) day written notice. 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. 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.
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 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 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. Xxxx, Pres.
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Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxx
President President
Coaching Institute, Inc. Automation Quest
