1.1 Services. The Purchaser has engaged Coach to provide services in connection with the Purchaser’s real estate brokerage and sales business. Coach will review Purchaser’s business, including business and financial records, and offer suggested changes and training, and introduce effective strategies and technology as described in this paragraph for Purchaser to implement (collectively, the “Coaching Services”). Lastly, Coach may present suggestions to cut expenses.
1.2 Time and Availability. Coach will devote time in performing the Coaching Services for the Purchaser as stated herein. Coach shall have discretion in selecting the dates and times he performs such Coaching Services throughout the month, giving due regard to the needs of the Purchaser’s business. Whether Coaching Services are provided in person or by other means (e.g. telephone, e-mail, mail, or web-camera) is decided within the sole discretion of Coach.
1.3 Standard of Conduct. In rendering Coaching Services under this Agreement, Coach shall conform to industry standards of professionalism and business ethics and protect Purchaser’s business information.
1.4 Compensation. Purchaser shall pay Coach $1,500 per month under this Agreement.
1.5 Term. This Agreement is for 3 months and will automatically renew unless either party gives notice of termination prior to the next billing cycle.
1.6 Obligation of Confidentiality. In order for Coach to perform the Coaching Services, it may be necessary for the Purchaser to provide Coach with Confidential Information (as defined below). The Purchaser relies upon Coach’s integrity and prudent judgment to use this information only in the best interests of the Purchaser. Similarly, Purchaser promises not to communicate specifics of the Coaching Services to third parties, or to employees of Purchaser that do not need to know. A party may communicate Confidential Information with the written authorization of the managing member of the other party.
1.7 Definition. “Confidential Information” means information not generally known and proprietary to the Purchaser or Coach, including information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Purchaser or Coach, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Purchaser or Coach, any confidential secret development or research work of the Purchaser or Coach, or any other confidential information or proprietary aspects of the business of the Purchaser or Coach. Information developed by or communicated from Coach to Purchaser does not become Confidential Information of Purchaser.
1.8 Purchaser’s Non-Solicitation. Whereas this Agreement contemplates conveying trade secrets to Purchaser so that the relationship is more akin to the sale of a business asset than an employment relationship, during the term of this Agreement and for one additional year the Purchaser and its owner(s) agree as follows: (a) not to knowingly solicit, hire for employment or work with, on a part-time or any other basis, other than on behalf of the Coach, any current employee or independent contractor employed by the Coach; (b) not to solicit the business of any client or prospective client of the Coach.
1.9 Severability. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
2.0 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the state of Washington, and the exclusive venue for any dispute arising under this Agreement shall be in the courts of the state of Washington.
2.1 Alternative Dispute Resolution. Mediation is a process under which parties submit their dispute to an impartial, neutral mediator who will work to achieve with the parties a mutually acceptable resolution of the dispute. The mediator is not empowered to impose a solution on the parties. The parties agree to first pursue in good faith the mediation of any dispute arising out of the subject matter of this agreement before resorting to arbitration or any other legal remedy. Mediation fees, if any, shall be divided equally among the parties involved.
2.2 Limitation of Liability. Liability of Coach for warranty and breach of the Agreement is limited to a refund and cancellation of the Flat Fee.
2.3 Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced. However, the court is empowered to modify or reform the Agreement to effectuate its purposes.
2.4 Waiver. No breach of any provision of this Agreement is waived without the express written consent of the party not in breach.
2.5 Cooperation and Information Sharing. Both parties agree to cooperate in good faith to effectuate the Agreement, which includes sharing of information reasonably related to the performance and verification of performance of the Agreement.
2.6 Force Majeure. Neither party shall be considered to be in default in the performance of its obligations under this Agreement to the extent that the performance of any such obligation is prevented or delayed by any cause which is beyond the reasonable control of the affected party.
2.7 Entire Agreement. This Agreement constitutes the entire agreement of the parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this Agreement, whether oral or written.