CONTRACT FOR GOODS AND SERVICES
The following is intended to be a contract for goods and services entered by and between the following parties on the date of execution set forth below. Each party expressly warrants that this agreement comprises the entire agreement of the parties named herein, that no collateral parol agreement has been made, that any addendum, modification or other form of agreement shall only be valid if reduced to writing and signed by the parties and attached to this agreement. Each party acknowledges receipt of a true copy of this agreement at the time of execution. The parties named herein expressly warrant that each has the full legal authority to enter this agreement and legally bind each entity. Each party has or has had the opportunity to seek advice of counsel prior to executing this agreement. Construction of this agreement was procured by The VDOC, LLC. The parties agree that this contract shall be construed exclusively under Tennessee law and rules, and expressly agree that if an enforcement action under this agreement is necessary, jurisdiction and venue shall rest in Sumner County, Tennessee. Patent, trademark, and copyright disputes shall be construed under applicable federal law and jurisdiction and venue shall rest with the United States District Court for the Middle District of Tennessee unless otherwise specified by federal law.
The parties hereby agree to the following terms:
VIII. In exchange for the services and goods set forth above, ________ agrees to the following:
PROPERTY AND OWNERSHIP
IX. All materials, online tools, products, copyrights, trademarks, patents, online data, other intellectual property, website names and URL’s, and logos, provided by VDOC shall remain the exclusive property of VDOC and shall be considered confidential, proprietary, and in some instances a trade secret, and no protected information may be divulged. Any materials developed by VDOC for the exclusive use of ______ shall be licensed to _____ for the term of this agreement without _____ vesting any ownership interest. Licensure shall expire at the termination of this agreement and all printed materials shall be returned to VDOC. None of the aforementioned may be copied, reproduced, sold or distributed absent the express written consent of VDOC. This shall include but is not limited to sharing login and password information to non-coaches and/or persons and/or entities outside the ______ organization. VDOC makes no warranties as to the effectiveness of it’s training and coaching programs; however, _______ is strongly encouraged to closely follow the plans and mentoring in the VDOC curriculum to maximize player skill building and maximize effectiveness of the programs.
X. Considering the inherent likelihood of injuries while participating in a sport, _______ and it’s participants expressly indemnifies and agrees to hold harmless VDOC for any and all injuries which may occur through the use of VDOC services and/or goods. VDOC shall not be responsible for maintaining liability insurance on behalf of ________.
XI. This agreement may be terminated by either party releasing each party from further rights and obligations except for those set forth in IX and X, above, as follows:
XII. If either party commits a material breach of this agreement, the party alleging the breach shall give written notice to the other party of the breach and include specific details which supports that party’s allegation of breach. If a prompt resolution cannot be reached, the parties shall forthwith submit to mediation with a trained and credentialed mediator who may be chosen by agreement of the parties. The parties shall be equally responsible for mediator fees and expenses. If a mediator cannot be agreed upon, the aggrieved party may file suit consistent with the terms in the Preamble, above. The non-prevailing party shall be responsible for the prevailing party’s attorney’s fees, expenses, court costs, discretionary costs, and any other sanction determined by the Court in addition to any award of damages. This provision shall extend to the final conclusion of the suit which may include appeals.
XIII. This agreement, with any attached addenda, modification, and/or collateral agreement shall constitute the entire agreement of the parties. No parol agreement or promise made by either party which has not been reduced to writing and signed by the parties and attached hereto shall be considered. All original documents shall be kept together to preserve best evidence.
XIV. If any provision of this agreement is found by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this agreement shall remain valid and enforceable. If a Court of competent jurisdiction finds a term or terms of this agreement to be invalid or unenforceable, the Court may alternatively limit such term to the extent it becomes valid and enforceable.
XV. All legal notices or notice of breach shall be given in the following manner:
XVI. The failure of either party t enforce any provision of this agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this agreement.
THE REMAINDER OF PAGE 4 HAS BEEN INTENTIONALLY LEFT BLANK
I, THE UNDERSIGNED, HAVE READ THE ENTIRETY OF THIS AGREEMENT, HAVE HAD THE OPPORTUNITY TO SEEK ADVICE OF COUNSEL, AND HEREBY ENTER IN TO THIS AGREEMENT FREELY AND VOLUNTARILY WITHOUT COERCION, FORCE OR DURESS. I EXPRESSLY AGREE TO THE TERMS SET FORTH HEREIN AND WARRANTY I HAVE THE AUTHORITY TO BIND THE ENTITY FOR THE PURPOSES SET FORTH HEREIN.
The VDOC, LLC, by: Darren Laver Darren Laver
______________________, by: ________________________
STATE OF __________________ )
COUNTY OF ________________ )
CAME PERSONALLY BEFORE ME, ___________________________, A NOTARY PUBLIC FOR THIS STATE, AND HAVING SHOWN PROPER IDENTIFICATION OR BEING PERSONALLY KNOWN TO ME, __________________________ HAS EXECUTED THIS DOCUMENT CONSISTING OF 5 TYPEWRITTEN PAGES INCLUDING THIS PAGE, IN MY PRESENCE THIS ___ DAY OF _______________________ 2020.
MY COMMISSION EXPIRES:
STATE OF __________________ )
COUNTY OF ________________ )