GROUP COACHING PARTICIPATION AGREEMENT

This Group Coaching Participation Agreement (“Agreement”) governs the terms and conditions for participation by the purchaser (hereinafter the “Client”), in The Leadership Collective Executive Coaching program (the “Program”) created and provided by PRINCIPAL PATTERSON LEADERSHIP SERVICES (“Company”).

1. THE PROGRAM.

The Program is a six-month group coaching program to empower and equip participants with executive coaching and leadership training. The Program will run for a six-month period starting on the Program Start Date (“Program Start Date”) through the Program End Date (“Program End Date”). The Program Start Date is defined as the first day the Company provides Participant coaching services.

2. PROGRAM FEE.

The Program Fee includes:

Enrollment in The Leadership Collective: A six-month Executive Leadership Coaching Program that includes:

• Live Group Executive Coaching Sessions: A minimum of twelve (12) live group coaching sessions led by the Consultant.

• Session Recordings: All live sessions will be recorded and made available to the Client for review and future reference.

• On-Demand Support: Access to the Consultant via Slack for support between sessions.

• DISC Personality Assessment: Completion of a DISC personality assessment, including results interpretation provided by the Consultant, a certified Maxwell DISC trainer, to support leadership growth.

• Digital Resource Library: Full access to The Leadership Collective’s curated collection of leadership resources, training, and tools.

3. PAYMENT SCHEDULE.

3.1 In exchange for Services, the Client agrees to pay Consultant the fee for the Services as stated on the checkout page. If selecting a payment plan option, subsequent payments will be due monthly and based on the plan selected at checkout.

3.2 The Consultant accepts payment through Kajabi as mutually agreed upon between the Parties and the Client understands they will be charged in the amounts as listed at checkout.

3.3 The Client accepts that if they are unable to adhere to the payment schedule, they must provide notice to the Consultant 5 days prior to the payment due date. If the Client does not provide notice, the Client understands that any delay in the payment will incur additional collection costs at a rate of $10 per day.

3.4 The Client authorizes upon their first transaction for the Consultant to charge their credit card account provided in accordance with the payment plan the Client has selected. The Client agrees to provide complete, current, and accurate payment information and to update the Consultant should any payment information change, prior to the payment due date.

3.5 If payment is not received from the Client’s prescribed payment option, by the agreed-upon due date, the Client agrees to pay all amounts due upon demand, together with any applicable collection costs.

3.6 The Client accepts that the Services may be refused if payment has not been made as required by this Agreement, and that the Consultant reserves the right to cancel any Services, and or terminate this Agreement if there is a failure in paying the required fees.

3.7 Client understands that Client is responsible for all payments whether or not Client takes full advantage of the Services. No exceptions will be made in this matter and the Consultant reserves the right to take legal action to collect payment.

3.8 The Client shall not make any chargebacks to the Consultant’s account. The Client shall pay for any fees associated with recouping payment, including but not limited to collections fees and attorneys’ fees.

4. REFUND POLICY.

4.1 The Consultant does not offer any refunds. If the Client is deeply unhappy you may email the Consultant to discuss your options. Please email [email protected]. All refunds are subject to the discretion of the Consultant.

4.2 The Client understands that subject to the refund policy herein, all sales are final and are not eligible for any refund under any circumstance, be it known or unknown, now or in the future. The Client further agrees and understands that changing their mind about the Services, failing to complete, follow-through or understand the details of the Services, not experiencing the results they expected or desired, or experiencing any other similar feelings or situations will not, under any circumstance, warrant a refund.

5. TERMINATION.

Termination for Cause. Should either party default in the performance of this agreement or materially breach any of its obligations under this agreement, the non-breaching party may terminate this agreement immediately if the breaching party fails to cure the breach within 5 business days after having received written notice by the non-breaching party of the breach or default. In the event of such termination, the non-breaching shall be entitled to the entire financial benefit of the Agreement.

6. PRIVACY AND CONFIDENTIALITY.

6.1 Protection of Information. Client understands that during the Relationship, Consultant intends to provide Client with certain information, including Confidential Information (as defined below), without which Consultant would not be able to perform Consultant’s duties to Client. At all times during the term of the Relationship and thereafter, Client shall hold in strictest confidence, and not use, and not disclose to any person, firm, corporation, or other entity, any Confidential Information that Client obtains from Consultant or otherwise obtains, accesses or creates in connection with, or as a result of, Services during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Client or of others who were under confidentiality obligations as to the item or items involved. Clients shall not make copies of such Confidential Information.

6.2 The Client understands that the Consultant and Client relationship does not constitute a legally confidential relationship (as is in the medical and legal professions) and therefore understands that communications are not subject to the protection of any legally recognized privilege.

6.3 Confidential Information. Client understands that Confidential Information means any and all information and physical manifestations thereof not generally known or available outside Consultant and information and physical manifestations thereof entrusted to Client in confidence by third parties, whether or not such information is patentable, copyrightable, or otherwise legally protectable. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Client by Consultant either directly or indirectly, whether in writing, electronically, orally, or by observation.

6.4 Exceptions. The Consultant’s obligations with respect to any portion of the Client Information as set forth above shall not apply when Consultant can document that (i) it was in the public domain at the time it was communicated to the Consultant by the Client; (ii) it entered the public domain subsequent to the time it was communicated to the Consultant by the Client through no fault of the Consultant; (iii) it was in the Consultant possession free of any obligation of confidence at the time it was communicated to the Consultant by the Client; or (iv) it was rightfully communicated to the Consultant free of any obligation of confidence subsequent to the time it was communicated to the Consultant by the Client.

6.5 Other Rights. This Agreement is intended to supplement, and not to supersede, any rights Consultant may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.

6.6 U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

7. MEDIA RELEASE AND TESTIMONIALS.

7.1 The Client understands that the Consultant may want to share parts of the Services and/or results of the Services provided, for future training and/or marketing purposes.

7.2 The Client grants permission for the Consultant to photograph, and/or record any sessions and/or work conducted in which the Client is participating, and further acknowledges that the Consultant may use the photographs, motion pictures, videotapes, recordings or any other record of the Client’s participation in the sessions and/or work conducted for purposes of social media, website, advertising, online courses, and archiving.

7.3 In the event the Client provides a testimonial, the Client grants full permission for the Consultant to use any and all photographs, motion pictures, videotapes, written words and/or the recording for marketing purposes.

7.4 The Client releases the Consultant from all claims by which the Client may have now or in the future for compensation of any kind arising out of the Client’s participation in the aforementioned photographs, motion pictures, videotapes, recordings or any other record of the Clients participation in the Services or related activities.

8. INTELLECTUAL PROPERTY. The Consultant retains all ownership rights to the materials provided during the Client’s participation under this Agreement (hereinafter: the “Coaching Materials”). The Coaching Materials include all forms of media, including written, oral or video, in whatever format presented, including hard copy, electronic or recordings. All Coaching Materials will be deemed to be copyrighted materials under applicable law. The Coaching Materials provided to the Client are for individual use only and provided with a single-user license. The Client is not authorized to share, copy, distribute, or otherwise disseminate any of the Coaching Materials without the Consultant's express prior written consent. All intellectual property, including the Coaching Materials, shall remain the sole property of the Consultant and no license to sell or distribute the Materials is granted and/or implied herein. The Client agrees not to reproduce, duplicate, copy, trade, resell or exploit for any commercial or personal purposes, any portion of the Services, including any of the Coaching Materials. The Client will be responsible for all incurred loss, cost, damage or expenses arising out of or in connection with the unauthorized use of the Coaching Materials, including all direct, indirect or consequential loss, and will indemnify and hold the Consultant harmless from all such unauthorized use of Coaching Materials.

9. INDEMNIFICATION. Client shall indemnify and hold harmless Consultant and its affiliates and their directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Client or Client’s  employees, contractors or agents, (ii) any breach by the Client or Client’s employees, contractors or agents of any of the covenants contained in this agreement, or (iii) any failure of Client to perform Services in accordance with all applicable laws, rules and regulations.

10. LIMITATION OF LIABILITY. In no event shall company be liable to consultant or to any other party for any indirect, incidental, special or consequential damages, or damages for lost profits or loss of business, however, caused and under any theory of liability, whether based in contract, tort (including negligence) or other theory of liability, regardless of whether company was advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy. In no event shall company’s liability arising out of or in connection with this agreement exceed the amounts paid by company to consultant under this agreement for the services, deliverables, or inventions giving rise to such liability.

11. INDEPENDENT CONTRACTOR. Consultant’s relationship with Client will be that of an independent contractor and not that of an employee.

11.1 Method of Provision of Services. Consultant shall be solely responsible for determining the method, details, and means of performing Services. Consultant may, at Consultant’s own expense, employ or engage the services of such employees, subcontractors, partners, or agents, as Consultant deems necessary to perform Services. 

11.2 Taxes; Indemnification. Consultant shall have full responsibility for all applicable taxes for all compensation paid to Consultant or its assistants under this Agreement, including any withholding requirements that apply to any such taxes, and for compliance with all applicable labor and employment requirements with respect to Consultant’s self-employment, sole proprietorship or other form of business organization, and with respect to the Assistants, including state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements. 

12. SUPERVISION OF CONSULTANT’S SERVICES. Client shall not control the manner or means by which Consultant performs Services.

13. CONFLICTS. Client represents and warrants that Client is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Client represents and warrants that Client's performance of all the terms of this agreement will not breach any agreement to keep in confidence proprietary information acquired by Client in confidence or in trust prior to commencement of this agreement.

14.  MISCELLANEOUS.

14.1 Governing Law. The validity, interpretation, construction, and performance of this agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto must be governed and construed in accordance with the laws of State of Michigan without regard to its conflict of law provisions.

14.2 Entire agreement. This agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings, and agreements, whether oral or written, between them relating to the subject matter hereof.

14.3 Amendments and Waivers. No modification of or amendment to this agreement, nor any waiver of any rights under this agreement, shall be effective unless in writing signed by the parties to this agreement. No delay or failure to require performance of any provision of this agreement shall constitute a waiver of that provision as to that or any other instance.

14.4 Successors and Assigns. Except as otherwise provided in this agreement, this agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. No party to this agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this agreement, except with the prior written consent of the Consultant.

14.5 Severability. If one or more of the provisions in this agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this agreement shall not be affected. 

14.6 Force Majeure. Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, an unforeseeable event or circumstance; acts of God, acts of war, terrorism, or civil unrest, hurricanes, floods, medical epidemics, pandemics, or outbreaks, death and natural disasters. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder. If that is unavailable, this Agreement will be null and void.

14.7 Remedies. Client acknowledges that violation of this agreement by Client may cause Consultant harm, and therefore that Consultant will be entitled to seek extraordinary relief in court, in addition to and without prejudice to any other rights or remedies that Consultant may have for a breach of this Agreement.

14.8 Voluntary Execution. Client certifies and acknowledges that Client has carefully read all of the provisions of this agreement, that Client understands and has voluntarily accepted such provisions, and that Client will fully and faithfully comply with such provisions.

14.9 Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

14.10 Counterparts. This agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.