By checking the box and completing my enrolment, I agree and consent to the terms and conditions and the Coaching Agreement outlined below:

 

 

Coaching and Related Services Agreement

This Coaching and Consulting Services Agreement (this "Agreement"), dated as of The date you click “Agree/Yes” to the terms and conditions (the "Effective Date"), is by and between Juicy Good Life LLC, a Wisconsin limited liability company, with offices located at W12892 Indian Point Road, New Auburn, WI 54757 ("Service Provider") and [         your name            ]. ("Customer") and together with Service Provider, the "Parties", and each a "Party".

WHEREAS Service Provider has the capability and capacity to provide certain business consulting and life coaching services; and

WHEREAS Customer desires to retain Service Provider to provide the said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Customer agree as follows:

1. Service Provider shall provide to Customer the services (the "Services") set out in one or more statements of work to be issued by Service Provider accepted by Customer (each, a "Statement of Work"). The initial accepted Statement of Work is attached hereto as Exhibit A. Additional Statements of Work shall be deemed issued and accepted only if signed by the Service Provider Contract Manager appointed pursuant to Section 2.1(a) and the Customer.

 

2. Service Provider Obligations. Service Provider shall designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions: (a) A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the "Service Provider Contract Manager"); and (b) A number of employees or contractors that it deems sufficient to perform the Services set out in each Statement of Work, (collectively, with the Service Provider Contract Manager, "Provider Representatives").

 

3. Customer Obligations.
   •  Customer shall: (a) Respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services; (b) Cooperate with Service Provider in its performance of the Services and provide access to Customer's premises, employees, contractors, and equipment as required to enable Service Provider to provide the Services; and (c)Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Service Provider's provision of the Services. 

 

• Customer acknowledges and agrees Customer is responsible Customer’s results with respect to the Services performed.

 

4. Fees and Expenses.

 

• In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in Service Provider's current fee schedule attached as Exhibit B. Payment to Service Provider of such fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services.

 

• Customer shall reimburse Service Provider for all reasonable expenses incurred in accordance with the Statement of Work if such expenses have been pre-approved, in writing by the Customer, within ten (10) days of receipt by the Customer of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation.

 

• Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Service Provider's income, revenues, gross receipts, personnel, or real or personal property or other assets.

 

• Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of 1% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if the Customer fails to pay any amounts/fees when due hereunder and such failure continues for ten (10) days following written notice thereof.

 

5. Limited Warranty and Limitation of Liability.

 

• Service Provider warrants that it shall perform the Services: (a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement; and (b) In a timely and professional manner in accordance with generally recognized industry standards for similar services.

 

• Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach of this warranty is as set forth in Section 5.2.1.

 

•  Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Customer's written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2.

 

• In the event the Agreement is terminated pursuant to Section 5.2.1 above, Service Provider may retain any fees paid by the Customer as of the date of termination for the Service or Deliverables (as defined in Section 6 below).

 

• The remedy set forth in Section 5.2 shall not be available unless Customer provides written notice of such breach within five (5) days after delivery of such Service or Deliverable to Customer.

 

• THERE ARE NO AGREEMENTS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN SECTION 5.1, ABOVE.

 

6. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the "Deliverables") shall be owned by Service Provider.

 

7. From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within ten (10) days thereafter, is summarized in writing and confirmed as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's  Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

 

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 7 only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

 

8. Term, Termination, and Survival.

 

• This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 8.2 or Section 8.3.

 

• Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party:

 

• Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.

 

• Becomes insolvent or admits its inability to pay its debts generally as they become due.

 

• Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing.

 

• Is dissolved or liquidated or takes any corporate action for such purpose.

 

• Makes a general assignment for the benefit of creditors.

 

• Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

 

• Notwithstanding anything to the contrary in Section 8.2, Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder: (a) and such failure continues for five (5) days after Customer's receipt of written notice of nonpayment; or (b) more than one (1) time in any twelve-month period.

 

• The rights and obligations of the Parties set forth in this Section 8.4 and in Sections 5.3, 6, 7, 9, 11, 12, 14, and 15and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

 

9. Limitation of Liability.

 

• IN NO EVENT SHALL SERVICE PROVIDER OR PROVIDER REPRESENTATIVES BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

 

• IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

• CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS BEEN ADVISED OF THE RISKS INHERENT ASSOCIATED WITH THE ACTIVITIES AS SET FORTH IN THE ATTACHED RIDER AS EXHIBIT C. CUSTOMER VOLUNTARILY ASSUMES ALL RISK OF LOSS, DAMAGE OR INJURY, INCLUDING DEATH, WHICH MAY BE SUSTAINED BY CUSTOMER OR ANY PROPERTY OF THE CUSTOMER WHILE PARTICIPATING IN ANY OF THE ACTIVITIES ATTACHED IN THE EXHIBIT C RIDER.

 

10. Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control

 

11. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 11.

Notice to Customer:          [ Customer name and address]

 

Notice to Service Provider:          Juicy Good Life LLC

W12892 Indian Point Road

New Auburn WI 54757

Attention: Sarah Stokes

 

12. Customer shall indemnify and  hold  Service Provider, Provider Representatives,  and  Service Provider's  employees,  agents,  officers,  and  directors, harmless from any and all claims for injuries to persons, damage to property or other infringement of rights, that result in losses, costs, damages, or any other expenses, whatsoever, including reasonable attorneys’ fees to Service Provider by reason of any negligence, default or misconduct, on the part of the Customer, its agents, servants or employees, during the performance of this Agreement.

 

13.  This Agreement may only be assigned upon receiving the prior written consent of the non-assigning party.

 

14.  This Agreement may not be amended or modified except by a writing signed by both Parties and identified as an amendment to this Agreement.

 

15.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same instrument.  The exchange of copies of this Agreement and of signature pages by facsimile transmission or electronic transmission (a scanned copy of a signature page sent via e-mail) shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes.  Signatures of the Parties transmitted by facsimile or by emailing a scanned copy of a signature page shall be deemed to be the Parties original signature for all purposes.
16. Disputes and Governing Law. The parties agree that all disputes in any way relating to, arising under, connected with or incident to this Agreement shall first be submitted to non-binding mediation in Eau Claire, Wisconsin . If such dispute cannot be settled by mediation and is submitted for litigation, such action shall be litigated, if at all, solely and exclusively in the Eau Claire County District Court, or, if applicable, in the Federal District Court for Western Wisconsin. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Wisconsin.

 

17. Attorneys’ Fees. In any litigation arising under this Agreement, the prevailing party shall be entitled to be reimbursed for reasonable legal fees and expenses incurred, in addition to the amount of any judgment.

 

18. Severability of Provisions. If any provision of this Agreement is held invalid or unenforceable, all other provisions will not be affected. With respect to the provision held invalid or unenforceable, the judicial body so holding may amend this Agreement as necessary to effect the original intent of the parties as closely as possible, and, absent such action by such judicial body, the parties shall so amend this Agreement.

 

19. No Waiver. The failure of either Party to complain of any default by the other Party or to enforce any of such Party’s rights, no matter how long such failure may continue, will not constitute a waiver of the Party’s rights under this Agreement. The waiver by either Party of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision.  No part of this Agreement may be waived except by the further written agreement of the Parties.

 

20. Third Party Beneficiaries. This Agreement shall not provide any person not a Party to this Agreement with any remedy, claim, liability, reimbursement, cause of action, or other right in excess of those existing without reference to this Agreement.

 

21.  The headings in this Agreement are for convenience and reference only and shall not limit or otherwise affect the meaning of this Agreement.

 

22. Force Majeure. Neither Party shall be held responsible for any delay or failure in the performance of any part of this Agreement to the extent such delay or failure is caused by: fire; flood; explosion; public health emergencies or pandemic or Federal restrictions resulting from the same that may occur following the date of this Agreement, war; strike; power failure; earthquake; volcanic action; water; embargo; labor dispute; government requirement; civil or military authority; acts of God; public enemy; or inability to secure raw materials, products, or transportation facilities; acts or omissions of carriers or suppliers; acts of failure to act of any government authority or any other cause beyond the party’s reasonable control, whether or not similar to the foregoing.  Each Party shall endeavor to give the other reasonable notice of any such delay or failure. The Party whose performance has been delayed or prevented shall act diligently to resume performance as soon as reasonably possible; but either Party may terminate this Agreement without penalty or liability for such early termination if the force majeure event continues for more than thirty (30) days.

 

 

 

IN WITNESS WHEREOF, the parties have caused this Consulting Services Agreement

to be executed as of the day and year first written above.

 

CONSULTANT/COACH:

JUICY GOOD LIFE LLC,

a Wisconsin limited liability company

 

Sarah L. Herzog (Stokes)

_____________________________

By: Sarah L. Herzog

Its: Member

 

CLIENT:

You

 

Exhibit A

Deliverables:

1. a) Group Business Coaching Sessions
2. b) Workbook and Planner
3. c) Access to Should Free Six Figures Video Course
4. d)  Access to Should Free Six Figures Online Community

 

 

Exhibit B

Compensation

1.  Cost for Services. Client agrees to pay coach five thousand five hundred fifty five and 00/100 Dollars ($5,555) plus tax if applicable as compensation for coach’s Services.

Such amount shall be billed to Client in one installment of five thousand five hundred fifty five and 00/100 Dollars ($5,555.00).  No refunds will be provided. Purchase with care and consideration.

 

Exhibit C

Group exercise class

Sound meditation and healing

Akashic Records session and healing

Human Design education

Internal Family Systems education

Trauma education

Elements education

Spa treatments

Water recreation

Travel 

Accommodations

Risks associated with the above activities include, without limitation, mental trauma and distress, amputation, dismemberment, other serious injury, or death.