PACKAGE ONE SERVICE AGREEMENT
THIS SERVICE AGREEMENT (this “Service Agreement”) is entered into by and between VDOC LLC (“VDOC”) and (“Client”). VDOC and the Client may each be referred to herein this Agreement as a “party” and collectively as the “parties”.
WHEREAS, The Client and VDOC agrees that upon the execution of this agreement, VDOC shall be required to provide the Client with services relating to Online training resources for all club coaches;
WHEREAS, The Client hereby agrees to engage VDOC to provide the Client with the online coaching Services indicated here under in Appendix 1 of this Agreement;
NOW THEREFORE, in consideration of the above recitals and the mutual covenants and agreements contained herein this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
TERM OF THE AGREEMENT
The term of this Service Agreement shall begin as of the Effective Date of such Agreement and continue for a period of three years. The term of the service agreement shall automatically extend for the Renewal Term specified on such Service Agreement, unless the Agreement is terminated by either party by written notice of termination at least thirty (30) days prior to the expiration of such term then in effect, or until otherwise terminated pursuant to the provisions of such Service Agreement.
COMPENSATION AND SETTLEMENT TERM
The Client agrees to the following compensation and settlement term;
- • VDOC will charge the Client the total sum of $1,250 (USD) yearly payment;
- • In the event of mutual agreement signed by both Parties, the Client will be invoiced every month at the rate of $135 (USD) per month for a minimum of twelve months.
- • The Client hereby agrees to pay for all costs of the service, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if the Client fails to pay for the Services when due as rendered by VDOC and that VDOC has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
- • 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 VDOC 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 VDOC.
- • Completeness of work product shall be determined by the Client in its sole discretion, and VDOC agrees to make all revisions, additions, deletions or alterations as requested by the Client. No other fees and/or expenses will be paid to VDOC, unless such fees and/or expenses have been approved in advance by the appropriate Company executive in writing. VDOC 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. VDOC hereby indemnifies and holds Client harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Client arising out of VDOC's failure with respect to its obligations in this Agreement.
INTELLECTUAL PROPERTY OWNERSHIP
- • Any copyrightable works, ideas, discoveries, patents, products, or other information (collectively the "Work Product") developed or discovered in whole or in part by VDOC in connection with the Services provided to the Client will be the exclusive property of VDOC. Upon request, the Client will execute all documents necessary to confirm or perfect the exclusive ownership of the VDOC to the Work Product.
- • In the event that the Client requires a purchase of the copyrights to the Work Product, the VDOC agrees to provide the Client with all data obtained from the performance of the Services within the time set forth in this Agreement unless a different time is contained in an attached exhibit and the parties have mutually agreed to the alteration.
- • VDOC warrants that it will transfer all rights to any data obtained during the service period to the Client, including any copyright, when the data is delivered. In addition, VDOC agrees that it will not retain any copies of the data and will not resell or provide any of the data to any other person or entity without the express written permission of the Client.
- • 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 VDOC for any reason, whether in the name of any Intellectual Property or otherwise.
- • Confidential information (the "Confidential Information") refers to any data or information relating to VDOC, whether business or personal, which would reasonably be considered to be private or proprietary to VDOC and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to VDOC.
- • All the information received by the parties that are connected to the present Agreement and the service provision, is considered to be confidential and shall not be used by VDOC for any purposes whatsoever other than the services to be provided hereunder and shall not be disclosed to third parties.
- • The Client, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for its own personal benefit, or divulge, disclose, or communicate in any manner, any information that is proprietary to VDOC. Client and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by the VDOC of these confidentiality obligations which allows the Client to disclose the VDOC's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences
In providing the Services under this Agreement, it is expressly agreed that VDOC is acting as an independent contractor and not as an employee. VDOC and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
VDOC will provide support to the Client to whatever extent is required to successfully use resources provided by VDOC. VDOC shall timely provide its support obligations under this Agreement using knowledgeable, appropriately trained and competent personnel.
The parties hereto may terminate the Service Agreement and their respective obligations under such Agreement, as follows:
- • By mutual, written consent of the parties hereto;
- • By VDOC, if Client fails to pay any payments under the Service Agreement when due, as contemplated by such Service Agreement;
- • By any party hereto upon (30) days written notice if the other party hereto materially breaches any term of the Service Agreement or otherwise fails to satisfy any promise or covenant made herein or in the Service Agreement, and further provided that such party shall fail to cure said breach or failure within such period;
- • By VDOC, with or without cause, upon (30) days’ written notice of intent to terminate to Client.
LIMITATION OF LIABLITY
IN NO EVENT SHALL VDOC BE LIABLE TO CLIENT, ANY EMPLOYEE, AGENT OR CONTRACTOR OF CLIENT, OR ANY THIRD PARTY, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THESE GENERAL TERMS AND CONDITIONS EVEN IF OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE SERVICE PROVIDER’S LIABILITY TO CUSTOMER UNDER THE SERVICE AGREEMENT AND THESE GENERAL TERMS AND CONDITIONS SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO THE SERVICE PROVIDER IN PURSUANT TO SUCH SERVICE AGREEMENT FOR THE SERVICES DURING THE PRECEDING TWELVE (12) MONTHS.
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.
The occurrence of any of the following shall constitute a material default under this Contract:
- • The failure to make a required payment when due.
- • The insolvency or bankruptcy of either party.
- • The failure to make available or deliver the Services in the time and manner provided for in this Contract.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Any dispute arisen in the course of the present Agreement execution shall be settled upon mutual agreement.
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
COMPLIANCE WITH APPLICABLE LAW.
All the provisions of this Agreement shall be expressly subject to all of the laws of the State of Tennessee, orders, rules, and regulations of any governmental body or agency having jurisdiction over the operations, and all Services and conduct contemplated hereunder shall be conducted in conformity therewith. VDOC shall also obtain all applicable approvals of any government agency whose authorization or approval is required for the Work.
All notices, demands and communications required or permitted in connection with this Service Agreement shall be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, the receipt of which is confirmed, addressed to the party hereto at the address set forth in the first paragraph of the Service Agreement (or such other address for a party as shall hereafter be specified by like notice). Either party hereto may from time to time change its notification address by giving the other party hereto prior written notice of the new address and the effective date thereof.
WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to 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.
ATTORNEY'S FEES TO PREVAILING PARTY.
In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.
CONSTRUCTION AND INTERPRETATION
The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
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.