1. Consulting Services 

The client can count on the consultant, to be honest, and straightforward in asking questions and making requests. The client understands that the power of the consultant relationship can be granted only by the client, and the client agrees to do just that: have the consultant relationship be powerful. If the client believes the consultant is not working as desired, the client will communicate that belief and take action to return the power to

the consultant relationship. The client recognizes any and all changes in the client’s life will be a result of personal action. The client is not only expected to, but desires to take all knowledge given throughout these calls and put it into life changing action. The client agrees these calls will be recorded and may be used for training purposes 

2. Non-Refundable Consulting Fee 

In consideration of the Consulting Services, the Client shall pay the Consultant according to the payment terms selected at the time of the purchase of the program selected. The Consultant shall invoice the Client according to the payment terms selected at the time of purchase. 

Payments will be automatically charged monthly, unless otherwise agreed upon. If the auto-charge is not paid within 3 days of the due date, there will be a late fee charge of $150.00.  

The Client acknowledges and agrees that the Consultant has spent considerable time, effort, and expense preparing and developing the curriculum, potential materials, and “Consulting Services,” and, therefore, the Client hereby consents and agrees that this Agreement may be not be canceled or rescinded by the Client for any reason, and, except as otherwise provided herein, the Consulting Fee is non-refundable. 

3. Mastermind Events 

Due to COVID-19, and other world events, the Consultant reserves the right to move in-person events to virtual. No refund will be given for events not attended by the client. 

4. Recording of Consulting Services 

The Client acknowledges, understands, and agrees that all or any portion of the Consulting Services may be recorded for quality assurance and training purposes, and the Client hereby consents to such recordings.  

5. Intellectual Property Rights in Work Product 

The Parties acknowledge and agree that the Client will hold all intellectual property rights in any work product resulting from the Consulting Services including, but not limited to,

copyright and trademark rights. The Consultant agrees not to claim any such ownership in such work products intellectual property at any time prior to or after the completion and delivery of such work product to the Client.  

6. Confidentiality 

The Consultant shall not disclose to any third party any details regarding the Client’s business, including, without limitation any information regarding any of the Client’s customer information, business plans, or price points (the Confidential Information), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or (iii) use Confidential Information other than solely for the benefit of the Client. 

Pursuant to this Agreement, Client shall have access to Consultant’s confidential and proprietary information. Client acknowledges and agrees that Consultant developed and compiled this information often at great expense. Furthermore, during the provision of the Consulting Services, client may disclose information regarding Consultant’s business or its customers and clients that Client acknowledges and agrees is confidential and proprietary to Consultant. Client therefore agrees that at all times it shall keep Consultant’s confidential and proprietary information confidential and shall not use or disclose any such information to any third parties without Consultant’s prior written consent and approval, which Consultant may withhold in its sole and absolute discretion.  

For the purposes of this Agreement, reference to “confidential and proprietary information” shall include (in addition to all Consultant’s business, customer, and client information) all information and ideas in whatever form, tangible or intangible, written, graphic, or oral, Consultant’s trade secrets, the Training Services, the Additional Training, the Training Schedule, training techniques, curriculum, educational and training materials, supplements, customer information, list of customers, vendor information, list of vendors, employee information, lists of employees, key personnel, personnel training techniques and materials, marketing techniques, and Consultant’s business operations provided or disclosed to Client  pursuant to this Agreement.  

7. Noncompetition 

[Omitted.] 

8. Nonsolicitation of Employees 

During the term of this Agreement and for 24 months thereafter, the Client will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of the Consultant’s employees, or contractors for work at another company. 

9. Indemnification 

The Client agrees to indemnify, defend, and protect the Consultant from and against all lawsuits and costs of every kind pertaining to the Client’s business including reasonable legal fees due to any act or failure to act by the Client based upon the Consulting Services.  

10. Termination 

The Consultant may, in its sole and discretion, terminate this Agreement and the Consulting Services at any time for any reason. If the Consultant terminates this Agreement due to the Client’s (i) breach of this Agreement, (ii) failure to attend or comply with the Consulting Services, or (iii) refusal to participate in such Additional Training as required by the Consultant, then the Consulting Fee, and any other fee paid by the Client to Consultant pursuant to this Agreement shall be forfeit.  

11. Disclaimer 

THE CONSULTANT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CONSULTING SERVICES, OR ANY EDUCATIONAL MATERIALS OR SUPPLEMENTS PROVIDED TO CLIENT PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY OR CORRECTNESS OF THE INFORMATION PROVIDED  THEREIN. CONSULTANT DOES NOT WARRANT THE RESULTS OF THE SERVICES PERFORMED HEREUNDER, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF  MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THIS IS NOT THERAPY OR COUNSELING. THE CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT COMPLETION OF THE CONSULTING SERVICES DOES NOT GUARANTEE THE CLIENT’S MARKETABILITY, PROFITABILITY, EMPLOYMENT, OR JOB PROSPECTS.  

12. Limitation of Liability 

IN NO EVENT SHALL CONSULTANT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BREACH THEREOF, EVEN IF THE CONSULTANT HAS BEEN ADVISED OF THE 

POSSIBILITY THEREOF. THE CONSULTANT’S LIABILITY TO CLIENT HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO 

CONSULTANT HEREUNDER BY CLIENT. IN NO EVENT SHALL CONSULTANT BE LIABLE TO CLIENT FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OR DELAY OF CONSULTANT IN ITS PERFORMANCE UNDER THIS AGREEMENT.

13. Arbitration 

If any differences shall arise between the Parties as to their rights or liabilities under this Agreement or any other agreement made in connection herewith, the Parties agree that such differences shall be heard, resolved and settled as set forth herein. First, the Parties hereby agree to submit any dispute to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If the dispute cannot be resolved by mediation, then the Parties agree that any such differences shall be heard, resolved and settled by arbitration before the American Arbitration Association in accordance with the  applicable Arbitration Rules of the American Arbitration Association, which shall be heard in Portland, Maine. The arbitration shall be conducted before a single arbitrator in accordance with the applicable rules or as mutually agreed upon by the Parties. The decision of the arbitrator shall be binding and final as to the disputes or differences submitted to arbitration and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties in the arbitration shall have the full right of discovery in accordance with the then existing statutes of the State of Maine applicable to civil discovery. The costs of the arbitrator shall be borne equally by the Parties. In the event of any dispute between the Parties which is resolved by arbitration or any other form of legal proceeding, the prevailing party in such arbitration or proceeding shall be entitled to recover its costs, including reasonable attorneys’ fees. Should the Parties each prevail in part, attorneys’ fees may be awarded to one or both of the Parties as determined by the arbitrator or court, as the case may be.  

14. Equitable Remedies 

The Parties hereto acknowledge and agree that Client’s breach or threatened breach of any of the covenants set forth in this Agreement would cause irreparable harm and significant injury to the Consultant in an amount that would be difficult to ascertain, and that Consultant shall have the right to obtain injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have at law or in equity.  

15. Integration and Modification 

This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.  

16. Severability 

If one or more provisions of this Agreement are held to be unenforceable under applicable law, such 

provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.  

17. Waiver 

The failure of any Party hereto to enforce any provision(s) of this Agreement shall not in any way be construed as a waiver of any such provision(s) or prevent that Party thereafter from enforcing such provision(s) and each and every other provision of this Agreement.  

18. Counterparts 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  

19. Notice 

Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the Party to be notified or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to such Party at such addresses set forth below.  

20. No Third-Party Beneficiaries 

The terms of this Agreement are intended to be and are solely for the benefit of Consultant and Client and do not create any right in favor of any third party.  

21. Assignment 

Client may not assign this Agreement or any right granted herein without Consultant’s prior written consent. Subject to the foregoing, this Agreement shall be binding upon the and inure to the benefit of the parties’ respective successors, heirs, executors, administrators, personal representatives and permitted assigns. 

22. Attorneys’ Fees 

In the event of any suit or proceeding brought to enforce any of the provisions of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its reasonable attorneys’ fees from the non prevailing party.  

23. Survival 

Notwithstanding the termination or expiration of this Agreement, the Parties acknowledge that various terms in this Agreement shall survive such termination or

expiration.  

24. Headings 

Section headings are included in this Agreement for convenience only and shall not be considered in interpreting this Agreement  

25. Applicable Law 

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of North Carolina and subject to the exclusive jurisdiction of the federal and state courts located in Durham, North Carolina. 

26. Force Majeure Clause 

Except for Client’s obligation to compensate Company as required by this Agreement, neither party will be liable for any failure or delay in performing an obligation under this Agreement (i) if such failure or delay is due to circumstances beyond its reasonable control, including without limitation, natural catastrophes, disease (including COVID-19), war or hostilities, governmental acts or omissions, laws, regulations or administrative or judicial orders or determinations (including but not limited to, shelter  in place orders, limitations on public gathering orders, or such other orders that render Company functions or gatherings impracticable), riot or civil commotion, or (ii) if and to the extent the following are beyond its reasonable control, labor strikes or difficulties, or transportation stoppage or slowdowns.