Whereas Client requires certain services Coach can provide, and Coach wishes to provideservices to Client, the parties agree as follows:
1. Description of Services. Coach shall provide the following services (“Services) for Client: 1:1 Lifestyle Coaching for 6 months (totaling 24 Sessions). Client will receive Services related to coaching Client with respect to developing interpersonal relationships, setting and achieving the Client’s goals. Client understands that Coach is not an employment agent, a business manager, a financial analyst or serving in the capacity of a medical doctor. Coach will not: 1) procure or attempt to procure any employment, business, or sales for the Client; 2) perform any business management functions such as accounting services,tax or investment consulting, or advice with regard thereto; or 3) diagnose or prescribe for any medication.
2. Performance of Services. The manner in which the Services are to be performed and the hours to be worked by Coach shall be determined by Client. Coach shall get prior approval from Client for the hours to be worked and billed by Coach.
3. Expense Reimbursement. Coach shall get prior approval for the kinds, types, and amounts of expenses to be reimbursed, if any, by the Client.4. Payment. Client will pay Coach for services via auto draft on the 1st of each month for Services performed and Expenses incurred according to this Agreement.
5. Termination. Either party may terminate this Agreement at any time, with or without cause.Written requests for refunds must be submitted within thirty (30) days of signing the 6 month Elite Lifestyle Coaching Agreement and mailed to: Williams Wellness Group, LLC, PO Box 2121, Irmo, SC, 29063. Williams Wellness Group, LLC will reimburse the credit card used for payment of services $1497 minus $194 if submitted within 30 days of signing (processing fees for custom Time Mastery and Communication Assessments). If the client terminates the agreement after 30 days, Williams Wellness Group, LLC will retain all payments received as of the notification date and Client shall pay Williams Wellness Group, LLC (a) for all expenses incurred as of the date of termination, (b) an early termination fee of $6287.00, (c) stop payment fee of $2695.00.
6. Relationship of the Parties. Coach is an independent contractor with respect to, and not an employee of, Client. Therefore, Client is not responsible for providing any fringe benefits to Coach including, but not limited to, health insurance, paid vacation, or any other employee benefit.
7. Disclosure. Coach must disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Client. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to the business of Client.
8. Employees. Coach’s employees, if any, who perform services for Client under this Agreement,directly or indirectly, shall also be bound by the provisions of this Agreement. Coach shall take all necessary steps to effect compliance with this condition of the Agreement.
9. No Solicitation. Six Month Non-Solicit. During the term of this Agreement and for a period of 6 months after its expiration, Client shall not Solicit any of Williams Wellness Group’s employees or Design Agents (collectively, “Williams Wellness Group’s Employee”). “solicit is defined to include solicit, recruit, engage, or otherwise employ or retain, on a full- or part-time,consulting, work-for-hire, or any other basis.
10. Assignment. Coach’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Client. This consent may be withheld for any reason whatsoever.
11. Intellectual Property. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively,”Intellectual Property”). Any improvements to Intellectual Property, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Coach or their Employees, if any, during the term of this Agreement shall be the property of Client. Coach shall sign all documents necessary to perfect the rights of in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Upon request, Coach shall sign all documents necessary to assign the rights to such Intellectual Property to Client.
12. Confidentiality. Coach recognizes that Client will disclose certain proprietary information of a broad nature. Coach agrees to hold all such information in confidence by itself, and by its employees, if any. This clause shall be interpreted broadly in favor of the Client.
13. Unauthorized Disclosure of Confidential or other Information. If it appears that Coach has disclosed, or threatened disclosure, of Information in violation of this Agreement, Client shall be entitled to an injunction to restrain Coach or any of its employees, if any, from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Client shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
14. Confidentiality after Termination. The confidentiality and non-disclosure provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
15. Return of Records. Upon termination of this Agreement, Coach shall deliver all records,notes, memos, email, equipment, and any other related materials to Client. Coach will eliminate,erase, and otherwise dispose of any copies under its, or its employees, if any, possession,custody, or control.16. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party via email.
17. No Waiver. The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
18. Entirety of Agreement. The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
19. Governing Law. This Agreement shall be construed and enforced according to the laws of the State of South Carolina and any dispute under this Agreement must be brought in this venue and no other.
20. Headings in this Agreement. The headings in this Agreement are for convenience only,confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
21. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included
respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).
Confidentiality and Non-Disclosure Agreement
of Williams Wellness Group, LLC
This Agreement, effective __________________ [month] _____ [day], ________ [year] between Dr. Toni A. Haley, MD, on behalf of Williams Wellness Group, LLC DBA Lifestyle Coaching with Dr. Toni MD (hereinafter “Williams Wellness” or “the Disclosing Party”), and ________________________________________________, (hereinafter “the Receiving Party”) is for the purpose of preventing the unauthorized disclosure of proprietary and Confidential Information and materials under the terms and conditions as set forth herein. The Disclosing Party and the Receiving Party are collectively referred to herein as “The Parties.”
In consideration of the mutual promises and covenants contained in this agreement, and intending to be legally bound, the Parties agree to enter into a confidential relationship as follows:
1. Definition of “Confidential Information”
For purposes of this Agreement, “Confidential Information” shall mean information disclosed by Williams Wellness to the Receiving Party that has or could have commercial value or other utility in the business in which Williams Wellness is engaged. Confidential Information shall also include customer lists, strategic plans, company processes and procedures, existing or prospective contracts, assets, vendors, contractors and agents, facts involved in any relevant discussion or negotiation, and any other disclosed information involving or associated with that which Williams Wellness labels “Confidential” or otherwise notifies the Receiving Party in writing or orally that the information is confidential.
2. Nondisclosure and Nonuse of Confidential Information
The Receiving Party shall not, without the prior written approval of Williams Wellness in each instance, or unless otherwise expressly permitted in this Agreement, use for its own benefit, publish, copy, reproduce, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Williams Wellness, any Confidential Information.
The Receiving Party shall carefully prevent access to Confidential Information to employees, directors, officers, contractors, agents, subsidiaries, affiliates, spouses, family members, friends, friends in social media, associates, and any third parties as is required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement in the event that they come in contact with the Confidential Information.
3. Ownership of Confidential Information
All Confidential Information remains the property of Williams Wellness, and no license or other right to Confidential Information is granted or implied hereby.
4. Term of Agreement
This Agreement shall remain in effect indefinitely or until Williams Wellness sends the Receiving Party written notice releasing the Receiving Party from this Agreement.
5. Return of Confidential Information
The Receiving Party shall return to Williams Wellness any and all notes, records, videos, photos, audio recordings, spreadsheets, diagrams, plans, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Receiving Party violates its obligations hereunder or upon receipt of a written or oral request from Williams Wellness.
6. Binding on Successors
This Agreement and the Receiving Party’s obligations hereunder shall be binding upon the representatives, assigns, successors, and heirs of the Receiving Party and shall inure to the benefit of the assigns and successors of Williams Wellness.
As further and good consideration, the Receiving Party agrees to the following:
a. Restricted Period. “Restricted Period” shall refer to the term of this Agreement.
b. Restricted Entity. For purposes of this Agreement, “Restricted Entity” shall mean all individuals, companies, or organizations with whom the Receiving Party was able, during this Agreement, to establish contact related to this Agreement.
c. Necessary and Reasonableness of Covenants. Williams Wellness and the Receiving Party agree that the covenants of Section 7 of this Agreement are reasonably limited under the circumstances of the activities contemplated by this Agreement. The Receiving Party further agrees the terms of the covenants of this Section 7 are necessary for the protection of the legitimate interests of Williams Wellness, are reasonably limited in their operation with respect to time, are not unduly harsh and oppressive in curtailing the legitimate efforts of the Receiving Party to survive as an entity, and are supported by valuable consideration.
d. Covenant Not to Interfere with Restricted Entities. The Receiving Party agrees that during the Restricted Period, the Receiving Party shall not, whether individually or on behalf of any business engaged in the production, sale, marketing or promotion of similar Product or Services, directly or indirectly, interfere with Restricted Entity’s relationship, contractual or otherwise, with Williams Wellness. The Receiving Party also agrees not to persuade or attempt to persuade any Restricted Entity to not do business, to cease to do business, or to reduce the frequency of business that it is reasonably or customarily expected to do with Williams Wellness.
e. Covenant Not to Disparage. The Receiving Party, or any person acting for them, agree that the Receiving Party shall not make any critical or disparaging statements or communications, oral or written, about Williams Wellness to any third party, publicly or otherwise.
Nothing contained in this Agreement shall be deemed to constitute either Party a partner, contractor, joint venturer, or employee of the other Party for any purpose, unless otherwise stated
9. Injunctive Relief
The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Williams Wellness irreparable harm, the amount of which may be difficult to ascertain. Therefore, the Receiving Party agrees that Williams Wellness shall have the right to apply to a court of competent jurisdiction for an order restraining any further disclosure or misappropriation, and for such other relief as Williams Wellness shall deem appropriate. This right of Williams Wellness shall be in addition to the remedies otherwise available to Williams Wellness at law or in equity.
10. Governing Law/Severability
This Agreement shall be governed by and construed in accordance with the laws of the state of South Carolina. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the Parties.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. Each Party has signed this Agreement through its authorized representative.
Additionally, all Confidential Information and materials are provided “AS IS” and Williams Wellness makes no warranty regarding the accuracy or reliability of such information or materials. Williams Wellness will not be liable for any expenses or losses incurred or any action undertaken by the Receiving Party as a result of the receipt of Confidential Information. The entire risk arising out of the use of the Confidential Information remains with the Receiving Party.
12. Integration and Entire Agreement
This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both Parties.
Any notices or written information pursuant to this Agreement shall be transmitted in writing either by electronic mail or facsimile with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon the date on return receipt from certified or registered mail or in the case of fax or email, upon confirmation of receipt (“Receipt of Notice”).
Williams Wellness Group
PO Box 2121
Irmo, SC 29063
14. Execution of Agreement.
This Agreement is not final until signed by all individuals indicated below.
IN WITNESS WHEREOF, the undersigned Parties have executed and delivered this Agreement as of the day and year first above written.
WILLIAMS WELLNESS GROUP, LLC
By [Printed Name]: _Dr. Toni A. Haley_______________________
________________________________________ [RECEIVING PARTY]
By [Printed Name]: ______________________________________