SERVICE AGREEMENT (the "Agreement")
- The Client is of the opinion that the Company has the necessary qualifications, experience and abilities to provide services to the Client.
- The Company is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Company (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. Services Provided
- Company will perform services for Client, as more particularly described hereinafter (the “Services”). The Services have been specially ordered and commissioned by Client.
- The Client hereby agrees to engage the Company to provide the Client with the online coaching Services indicated here under in Appendix 1 of this Agreement.
- The Services will also include any other tasks which the Parties may agree on. The Company hereby agrees to provide such Services to the Client.
- Client agrees that Company's services need not be rendered at any specific location and may be rendered at any location selected by Company.
2. Term of Agreement
- The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force 3 years.
- In the event that either Party wishes to terminate this Agreement prior to the date mentioned above that Party will be required to provide 30 days' written notice to the other Party.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- The Company will charge the Client for the Services as follows (the "Compensation"):
- The Company will charge the Client for the Services at the rate of $1,000.00 (USD) per year (the "Compensation").
- In the event of mutual agreement signed by both Parties, the Client will be invoiced every month at the rate of $100 (USD) per month for a minimum of twelve months.
- In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Company will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Company.
- Completeness of work product shall be determined by the Client in its sole discretion, and Company agrees to make all revisions, additions, deletions or alterations as requested by the Client. No other fees and/or expenses will be paid to Company, unless such fees and/or expenses have been approved in advance by the appropriate Company executive in writing. Company shall be solely responsible for any and all taxes, contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. Company hereby indemnifies and holds Client harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Client arising out of Company's failure with respect to its obligations in this Agreement.
- Confidential information (the "Confidential Information") refers to any data or information relating to the Company, whether business or personal, which would reasonably be considered to be private or proprietary to the Company and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Company.
- The Client agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Client has obtained, except as authorized by the Company or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
8. Ownership of Intellectual Property
- All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Company. The use of the Intellectual Property by the Company will not be restricted in any manner.
- The Client may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Company. The Client will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
- Subject to the terms and conditions set forth in this Agreement, Company grants to the Client and Client accepts a non-exclusive, non-transferable, worldwide license to use, display, modify and create derivative works prepared from the Intellectual Property (“Derivative Works”). Client is not allowed to distribute market, sell and license such Intellectual Property in any form.
- Each copy or portion of the Intellectual property (including each Derivative Work) shall include the intellectual property notice or notices appearing in or on the corresponding portions of such materials.
- Client shall not use, display or register any identifying mark, trademark, service mark or domain name owned by, or used to identify any product or service of Company for any reason, whether in the name of any Intellectual Property or otherwise.
- The Company and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
- Client shall be responsible for, and agrees to comply with, all its obligations under applicable federal, state, and local tax laws for payment of income taxes and, if applicable, self- employment taxes and any other taxes, contributions, payments, or premiums required by law.
- To the extent either Party is required by law to demonstrate compliance with any applicable laws, each Party agrees to cooperate with the other Party and provide the other with documentation (other than confidential business or personal information) to show such compliance.
11.1. Company will provide support to the Client to whatever extent is required to successfully use resources provided by the Company. Company shall timely provide its support obligations under this Agreement using knowledgeable, appropriately trained and competent personnel.
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
14. Modification of Agreement
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
15. Time of the Essence
- Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
- The Company will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
The Company agrees to provide the Client with the following package of online coaching resources.
Coaches Zone access for all club coaches.
Coach mentoring and email support.