Business Coaching and Consulting:
I. The Parties. This Agreement is made between __________________ (“Client”) and the business entity known as Soullutions LLC (“Consultant”).
Whereas; the Client intends to pay the Consultant for services provided under the following terms and conditions:
II. Services. The Consultant agrees to perform the following: Soullutions LLC will provide Business Coaching and Consulting hereinafter known as the “Services”.
III. Payment. The Client agrees to pay for the Services performed by the Consultant.
IV. Due Date. Payment is either due upon delivery of invoice, prior to the start of each session, or upon request.
V. Business Licenses, Permits and Certificates. The Consultant represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.
VI. Benefits of Consultant’s Employees. The Contractor understands and agrees that they are solely responsible and liable for all benefits, other than the ones previously mentioned, that are provided to their employees including, but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.
VII. Liability Insurance. The Consultant agrees to bear all responsibility for the actions related to themselves and their employees or personnel under this Agreement. In addition, the Consultant agrees to maintain E & O liability insurance coverage.
VIII. Indemnification. The Consultant shall indemnify and hold the Client harmless from any loss or liability from performing the Services under this Agreement.
IX. Termination of Agreement. This Agreement shall terminate at any time by either the Client or Consultant for any reason upon 15 days’ notice to the other party.
X. Exclusive Agreement. This entire Agreement is between the Client and Consultant.
XI. Resolving Disputes. If a dispute arises under this Agreement, both parties agree to mediation and arbitration to resolve any disputes.
XII. Confidentiality. The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform services on the Client's behalf.
Proprietary or confidential information includes, but is not limited to:
The written, printed, graphic, or electronically recorded materials furnished by Client for Consultant to use;
Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and
Information belonging to customers and suppliers of the Client about whom the Consultant gained knowledge because of the Consultant's services to the Client.
Upon termination of the Consultant's services to the Client, or at the Client's request, the Consultant shall deliver to the Client all materials in the Consultant's possession relating to the Client's business and of Client’s customers.
The Consultant acknowledges that any breach or threatened breach of confidentiality of this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.
XIII. Proprietary Information. Proprietary information, under this Agreement, shall include:
The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress, and deliverables, will be the sole property of the Client, and Consultant hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. Consultant retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;
Consultant hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Consultant’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings. Consultant warrants that she had legal right to use and to convey any of the above-named items.
XIV. No Partnership. This Agreement does not create a partnership relationship between the Client and the Consultant. Unless otherwise directed, the Consultant shall have
no authority to enter contracts on Client's behalf or represent the Client in any manner. The agreement also does not create any ongoing relationship.
XV. Governing Law. This Agreement shall be governed under the laws in the State of Hawai’i.
XVI. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.
XVII. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Contractor.