Circles + Workshop Agreement
This Circles and Workshop Agreement (“Agreement”) is made by and between Reboot.io (“Company”), a Colorado Corporation; and the individual who will receive such services (“Client” or “Sponsor”). This Agreement is dated as of the most recent date set forth at the end of this Agreement.
- Background. Company is in the business of providing leadership development, executive coaching, organizational capability building, and consulting services. Client wishes to gain access to certain of such offerings. Client may not be replaced without the written agreement of Company.
- Services & Fees. Company will facilitate a Reboot Circle that will meet 1.5 hours roughly every 2-weeks for at least 6 consecutive months (“Services”). In some instances, Reboot will also facilitate an in-person workshop that will kickoff the Circle engagement. Payment for membership in the Circle is $500 per month paid by credit card. Payment and terms for any in-person workshop will be named by the Circle facilitator who invites you to the workshop. Additionally, all other expenses incurred by any party to this Agreement in connection with this transaction, including but not limited to legal expenses, income taxes, and the cost of any investigation the parties may make or may have made, shall be borne by the party incurring such expenses whether or not the transaction contemplated by this Agreement is consummated.
- Additional Costs or Engagements. Books, materials, offsites, facilitated meetings, trainings, and other similar expenses can be confirmed via email by client and included under the terms of this Agreement.
- Term and Termination. These Terms shall commence on the date hereof and may be terminated by Company, Facilitator, or Client, for any or no reason, by providing forty-eight (48) hours written notice delivered to the other parties. Upon any termination of these Terms all fees accrued become due and payable. The parties’ rights and obligations under the following sections shall survive any termination of these Terms: Term and Termination, Intellectual Property, Confidentiality, Publicity, Disclaimer, Non-Solicitation of Staff, and General Contract Provisions.
- Term and Termination. Upon any termination of this Agreement all fees become due and payable. The parties’ rights and obligations under the following sections shall survive any termination of this Agreement: Term and Termination, Intellectual Property, Confidentiality, Publicity, Disclaimer, Non-Solicitation of Staff, and General Contract Provisions.
- Intellectual Property. Unless the parties expressly agree otherwise in writing, all materials and content used or created by Company or Coach/Facilitator in connection with delivery of Services, are Company or Coach/Facilitator’s intellectual property and may be used by Sponsor or Client solely internally and for the limited purposes identified in such written agreement. Neither Sponsor nor Client shall reproduce, reuse, or distribute Company or Coach/Facilitator’s materials or content without Coach/Facilitator’s prior written consent.
- Confidentiality. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is either provided in writing and marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes all information disclosed by Client or Sponsor in connection with participation in executive coaching. In the event that Client and Sponsor are distinct parties (for example, CEO is Client, and Board is Sponsor) even if a single individual has signed this agreement on behalf of both, Confidential Information disclosed by Client and received by Company or Coach/Facilitator shall not be disclosed to Sponsor; likewise Confidential Information disclosed by Sponsor and received by Company or Coach/Facilitator shall not be disclosed to Client. In addition, Confidential Information includes the terms and conditions of this Agreement, business and marketing plans, customer lists or customer information, technology and technical information, business processes, and product designs. In all events, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this section, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
- Publicity. Neither Company nor Coach/Facilitator shall publicly reference this relationship without Sponsor’s prior approval. The parties acknowledge and agree that notwithstanding any approval to use the other’s name or logo, all ownership rights or interest in their respective corporate names, trademarks, or any parts thereof shall remain the sole property of each.
- Disclaimer. Client is responsible for his/her own physical, mental and emotional well-being, decisions, choices, actions, and results. As such, Sponsor and Client agree that neither Company nor Coach/Facilitator are or will be liable for any actions or inaction, or for any direct or indirect result of any services provided by Company or Coach/Facilitator. Sponsor and Client understand coaching is not therapy and does not substitute for therapy and does not prevent, cure, or treat any mental disorder or medical disease, and that coaching is not to be used as a substitute for professional advice by legal, mental, medical, or other qualified professionals.
- Non-Solicitation of Staff. Sponsor and Client agree that during the term of this Agreement and for twenty-four (24) months thereafter, they will not knowingly attempt to hire or use the services of any employee, strategic partner, contractor, or consultant of Company or Coach/Facilitator, either directly or indirectly other than through Coach/Facilitator, without Coach/Facilitator’s prior written consent.
- Limitation of Liability, Indemnification. Company’s entire liability shall be limited to money damages in an amount equal to the lesser of (a) actual direct damages, or (b) the total monies received from Sponsor or Client by Company over the last twelve (12) calendar months preceding the date of any dispute. In no event will Company be liable for any special, indirect, incidental, or consequential damages, including loss of business or prospective business, or any other commercial or economic loss, even if Company had been advised of the possibility of such damages. Sponsor and Client will indemnify, defend, and hold Company harmless from any losses arising out of any action brought against Company, arising from Sponsor or Client’s use of Company’s work.
- No Warranty. ANY OFFER, INCLUDING BUT NOT LIMITED TO, COACHING, TRAINING, ASSESSMENTS, OR PEER GROUPS IS OFFERED AND/OR DISTRIBUTED IN THE HOPE THAT IT WILL BE USEFUL, BUT WITHOUT ANY WARRANTY. IT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OFFER IS WITH CLIENT.
- Independent Contractor Status & Liability. Company Coaches/Facilitators are independent contractors, and their coaching techniques, methods, and instructions are determined and executed by the Coach/Facilitator. Company recommends that its independent contractor Coaches/Facilitators carry appropriate liability insurance, but even if they do not, all liability shall be first placed on the Coach/Facilitator under all circumstances.
- General Contract Provisions. The validity and construction of this Agreement shall be governed by the laws of the State of Colorado, excluding the conflicts-of-laws principles thereof. This Agreement states the entire agreement and understanding of the parties on the subject matter of this Agreement and supersedes all previous agreements, arrangements, communications, and understandings relating to that subject matter. This Agreement may be amended, modified, superseded, or canceled, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. The provisions of this Agreement are severable. If any provision of this Agreement, or portion thereof, is held to be invalid, illegal, or unenforceable, such provision, or portion thereof, shall be deemed severed from this Agreement and the balance of this Agreement shall remain in full force and effect. Each party hereby irrevocably and unconditionally agrees that any controversy or claim that cannot be resolved by the parties through good faith negotiation, or with the assistance of a mediator, shall be settled by arbitration administered by the American Arbitration Association in the city of Denver, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to an award of reasonable attorney fees. This Agreement may be executed by facsimile and in counterparts.
CIRCLES + WORKSHOP AGREEMENT SIGNATURE BLOCK
By signing this Agreement, I confirm that I have read this Agreement, understand its provisions, and agree to abide by it.
By Client/Sponsor:
_______________________ _______________________
Date
Felicis Ventures
Invoices will be emailed to:
Your Personal Mailing Address (when we send things like books or similar materials, we find that mail here has the best chance of mail not being returned to us; invoices will not be sent here):
___________________________________________________________________________________
Home or Personal Mailing Address: Street, City, State Zip
By Company, Reboot.io, Inc.:
_______________________ _______________________
Ali Schultz, COO Date