Revised 12/2017

“SPARK” COACHING AGREEMENT

This SPARK Group Coaching Agreement (the “Agreement”) is entered  into and made effective upon agreement and purchase by and between Susan Rose Productivity Coaching, LLC (“Coach”) and the user (“Client”).  Coach and Client are collectively referred to herein as, the “Parties”.  Client and Coach wish to set forth herein the terms and conditions pursuant to which the Client will engage the Coach to provide coaching services (the “Coaching Services”) to Client which are focused on assisting Client in achieving their personal goals with respect to Client’s profession.  Therefore, in consideration of the mutual promises contained in this Agreement, the Parties agree as follows:

  1. COACHING SERVICES

The Coaching Services to be provided to Client under this Agreement are as follows*:

  • Activities tracking and feedback on goal progression
  • Access to Coach’s proprietary web-based file of forms, scripts and other resources;
  • Access to exclusive Facebook group for discussion and collaboration;
  • One (1) weekly group coaching call;

*Program is subject to change with 30 days written notification      

  1. PAYMENT

In exchange for the Coaching Services to be provided by Coach to Client as set forth in section 1 of this Agreement, Client agrees to pay to Coach the predefined amount per month for each month of the Term (defined below) of this Agreement which will be automatically charged to Client’s designed credit card.  If payment due under this Agreement is not received per the credit card authorization hereinbelow, the Coaching Services will be suspended until all payments due have been received by Coach. Pricing subject to change with 30 days written notification. No deposit is required and no refunds will be issued for any reason.

  1. TERM OF AGREEMENT

The term (“Term”) of this Agreement shall begin on the effective date of the agreement. If client has chosen the monthly plan, Program and Agreement continue on a month to month basis unless terminated earlier by either of the Parties. If client has chosen a pre-paid option, the client will retain access to the Program until 12:00 midnight at the end of their term. If client has chosen the pre-paid option, Program cannot be placed ON HOLD for any reason and no refunds will be issued for an early cancellation.

  1. NO LEGAL OR FINANCIAL ADVICE

Client acknowledges and agrees that Coach does not and will not provide legal and/or financial advice to Client.  Client further acknowledges and agrees that the Coaching Services are not and shall not be construed as legal, financial and/or real estate advice and are not intended to replace consultation with a qualified professional and/or Client’s employer. Client further acknowledges and agrees that Coach is not a principal, agent nor supervisor of Client.  As such, Client further acknowledges and agrees that all actions taken by Client that relate to Client’s business, Client’s clients and Client’s related real estate transactions shall be conducted in accordance with the directions given to Client by Client’s superior/principal at Client’s place of employment.

  1. INDEMNIFICATION

Client agrees to release and hold harmless Coach, its past, present and future officers, directors, staff, employees, agents, insurers and attorneys from all liability, known or unknown that arises from or is any way associated with the Coaching Services and corresponding advice and guidance given by Coach. Client agrees to defend, indemnify and hold harmless Coach, its past, present and future officers, directors, staff, employees, agents, insurers and attorneys from any and all claims, losses, damages, injuries, attorney fees and liabilities arising from or on account of the Coaching Services and corresponding advice and guidance given by Coach and Coach’s officers, directors, staff, employees, and agents.

  1. PRIVACY

Client and Coach consider matters discussed between themselves that relate to the Coaching Services to be private in nature. However, Coach reserves the right and Client hereby agrees and authorizes Coach to divulge any information to Client’s Team Leader/ Office Manager/ Broker of Record and/ or Operating Principal and/or any other appropriate authority which Coach, in Coach’s sole discretion, believes should be divulged to the referenced third parties for whatever purpose. 

  1. PROPRIETARY INFORMATION

Client acknowledges and agrees that all material provided to Client by Coach including, but not limited to, Coach’s proprietary web-based file of forms, scripts and other resources referenced in Section 1 of this Agreement and other material related to Coach and the Coaching Services (the “Proprietary Information”), whether in Client’s possession or otherwise, are proprietary to Coach and shall remain the property of Coach. All of the above shall belong to and remain the sole and exclusive property of Coach.  By providing Client access to the Proprietary Information, Coach is in no way providing Client with any ownership interest and/or license in and/or to the Proprietary Information, all of which is expressly vested in Coach only. Any disclosure of Proprietary information under this Agreement shall not constitute prior publication or public use regarding patent and/or copyright eligibility. Nothing in this Agreement shall be deemed, either expressly or by limitation, to convey any right or license, or be construed as creating any kind of partnership or agency between the Parties. Client agrees that the breach of Section 7 of this Agreement, including but not limited to any claim or attempt by Client to utilize the Proprietary Information for any purpose not first expressly agreed to in writing by Coach will cause Coach irreparable damage for which recovery of money damages would be inadequate. Coach will, therefore, be entitled to obtain timely injunctive relief to protect Coach’s rights under this Agreement in addition to any and all remedies available at law. Parties agree to waive any bond requirements in connection with the bringing of any action brought to protect the Proprietary Information.

  1. MISCELLANEOUS

(a)             Notices.  All notices shall be deemed to have been duly given (i) when delivered in person, (ii) upon confirmation of receipt when transmitted by facsimile transmission or by electronic mail (but, in the case of electronic mail, only if followed by transmittal by national overnight courier or hand for delivery on the next business day), (iii) upon receipt after dispatch by registered or certified mail, postage prepaid or (iv) on the next business day if transmitted by national overnight courier (with confirmation of delivery). All notices shall be delivered to the addresses / facsimiles / email addresses set forth below or to any other properly noticed address given by the Parties to each other.

(b)             Other Provisions.  (1) This Agreement shall be construed under and governed by the laws of the State of California. (2) This Agreement may not be modified or amended orally.  All amendments shall be in writing and signed by Coach and Client. The Client may not assign this Agreement. Coach may assign this Agreement to any entity acquiring or succeeding to control of ownership of Coach or substantially all of the assets of Coach. (3) This Agreement shall be binding upon and inure to the benefit of the Parties and to Coach’s permitted successors and assigns. (4) This Agreement constitutes the entire understanding of the Parties with respect to its subject matter and supersedes any other agreements between the Parties with respect to such subject matter. (5) Coach does not make any guarantee, promise or other assurances with respect to the results that can and/or will be obtained by Client as a result of this Agreement and the services provided to Client pursuant to the Agreement.  (6) All headings of the sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part of this Agreement, and shall in no way affect the interpretation of any of the provisions of this Agreement. (7) If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (8) No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (9) Each party hereby represents and warrants that the execution of this Agreement and the performance of its obligations hereunder will not breach or be in conflict with any other agreement to which he or it is a party or is bound, and that he or it is not now subject to any covenants against competition or similar covenants which would affect the performance of his/her or its obligations. (10) This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Parties agree that facsimile signatures and electronic signatures (including signatures generated by DocuSign) shall have the same force and effect as original signatures thereon. (11) This Agreement survives any changes in Client’s choice of Broker affiliation and/or company affiliation. (12) Each of the Parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. (13) The Parties represent that they have the full authority to enter into this Agreement. The Parties further represent and declare that they have carefully read this Agreement and know the contents thereof, and that they signed the same freely and voluntarily. (14) This Agreement shall be construed in accordance with its fair meaning. The terms of this Agreement shall be deemed to have been drafted equally by the Parties and as such, shall be construed without regard to which Party drafted same; in this regard, the provisions of Civil Code, section 1654 are waived.