Tobi Fairley and Associates Mastermind Agreement 2022
This Agreement (the “Agreement”) is entered into by and between Tobi Fairley and Associates (“Coach”) and the undersigned and identified Mastermind Client (“Client,” together with Coach, the “Parties”).
Services
Coach agrees to provide Client with the following services (“Services”):
A 2-day in-person Mastermind event in Little Rock, AR, hosted by Tobi Fairley with her COO & CMO and your fellow mastermind group members.
Coach and Client Roles
By signing this agreement, Client acknowledges that neither Tobi Fairley, nor any other individual operating on behalf of Coach, is a licensed psychologist, counselor, health care professional, attorney, or financial advisor and coaching is not intended as a substitute for psychological counseling, therapy, or professional health care advice.
Tobi Fairley is a trained and professional Master Certified Coach.
Neither Coach nor any other individual operating on behalf of Coach is a legal, tax, or financial professional, and cannot give you legal, tax, or financial advice. No advice given by Coach shall be interpreted as legal, tax, or financial advice. Similarly, no advice given by Coach should be interpreted as psychological, counseling, medical, or health care advice.
Coach cannot and does not guarantee any particular results, financial or business outcomes. Coach does not hold a fiduciary relationship with Client. The only duties owed to Client by Coach are those expressly contained in this Agreement and any other duty, whether implied by law (including statutory, common law, or otherwise) or by contract, is specifically waived by Client. ALL IMPLIED DUTIES ARE EXPRESSLY WAIVED BY CLIENT IN EXCHANGE FOR THE TERMS OF THIS AGREEMENT.
Fees and Payment Terms
Client agrees to the following fees: total package price of $10,000 USD.
In the event of cancellation or termination of this Agreement by the Coach, Coach will apply Client’s fee to future Mastermind events.
Coach reserves the right to charge a late fee on all balances more than 30 days overdue at the maximum interest rate allowed by relevant law. Client agrees to reimburse Coach for all collection and/or legal fees and expenses necessitated by lateness or default in payment.
Coach also reserves the right to immediately terminate this Agreement, as well as the coaching relationship, should these fees not be paid promptly when due.
The price of the Mastermind does not include:
Travel to and from Arkansas
Hotel accommodations
Meals outside of session times (lunch is included both days of Mastermind sessions)
Other incidental expenses customarily associated with travel, lodging, and board
Photo Release
Tobi Fairley & Associates has Client’s permission to take Client’s photograph, record Client on video or audio, and to use Client’s photo, voice, and physical surroundings without compensation or restrictions for the promotion, publicity, and/or organizational purposes of Tobi Fairley & Associates. This can include print, projection, website, video, or any other future media market.
Client expressly releases Tobi Fairley & Associates or representatives of any media or institution that uses, transmits, exhibits or releases photos, videos, or audio recordings of Client from any claims arising from such use or distribution.
Client agrees that Client is fully responsible for Client’s own participation and Client shall hold Tobi Fairley & Associates harmless from any liability, loss of expense that could arise from the use of Client’s photo, video, or voice. Client also consents to the use, without compensation, of Client’s name and other material (which material may be personally identifying) about Client that may accompany any photo, video, or audio recording.
Refunds
Except as expressly set forth herein, all fees for service are non-refundable.
Confidentiality
Coach agrees to keep all information about Coach/Client relationship confidential except in rare circumstances where disclosure is required by law or when, in Coach’s sole discretion, disclosure would be in the best interest of Client’s safety and health. For example, Coach may be required to disclose certain information pursuant to a subpoena or court order. Similarly, Coach may elect to disclose certain information if Client threatens to harm himself or herself, or others.
Client acknowledges that Coach/Client communications are not covered by any doctor-patient privilege or other privilege recognized by law. Except in the instances described above, if Client wishes for Coach to speak to someone outside of Client/Coach interactions, Client must provide written, signed permission to Coach to do so.
Non-Disclosure
In order to assist Coach in performing its obligations under this Agreement, Coach may have access to some of Client’s confidential information.
For purposes of this Agreement, “Confidential Information” is defined as information or material that has commercial value or other utility in the business in which Client is engaged, or to Client’s customers or their business, which is not generally known to the public and which Client makes effort to keep secret. Confidential Information may include company information, business operations, internal affairs, financial information, reports, or project information.
Coach agrees to keep all Confidential Information strictly confidential and not to use or disclose the Confidential Information to third parties unless Coach first obtains written permission from Client permitting disclosure of such information.
The non-disclosure provisions of this Agreement shall survive the termination of this Agreement. Coach’s duty to hold Confidential Information in confidence shall remain in effect until (1) the Confidential Information no longer has, or could have, commercial value or other utility in Client’s business, (2) until the Confidential Information becomes publicly known, (3) Client specifically releases Coach from the non-disclosure obligations herein.
Coaching Materials and Coach’s Intellectual Property
Client acknowledges that Coach owns, or has permission to use, all intellectual property rights, including but not limited to copyrights and trademarks, in any written or online materials, workshops, or videos that may be used during our Coaching (the “IP”). Coach hereby grants Client permission to the IP for Client’s personal use only. Client agrees not to copy, share, sell, or distribute any of these materials to anyone else. Client additionally agrees not to use the IP in business or for commercial gain.
Client agrees that it shall not share any information or materials provided in the course of this Agreement or concerning Services in any way (the “Coaching Materials”) to anyone or use the Coaching Materials for any purpose other than Client’s own personal use, unless Coach provides express written permission. For the purposes of this Agreement, the Coaching Materials shall include, but shall not be limited to, information provided to Client concerning businesses owned and operated by Coach that are not party to this Agreement. Such Coaching Materials shall include, but shall not be limited to, company information, business operations, employee information, financial information, customer information, project information, vendor information, e-mails, operational systems, files, drawings, photographs or reproductions of such, CAD drawings, sketches or photographs of work done by Tobi Fairley Interior Design or Tobi Fairley and Associates.
Use of, dissemination of, or distribution of any of the aforementioned items or any other company property or portion thereof, or any information gained while participating in coaching is considered theft and is a criminal and civil offense, punishable under the laws of the state of Arkansas.
It is expressly acknowledged that misappropriation and disclosure of the IP in violation of this Agreement will cause continuing harm that is difficult or impossible to quantify. Therefore, in the event Client violates Client’s obligations concerning the IP, Coach shall be entitled to injunctive relief from a court of competent jurisdiction to restrain further misappropriation or wrongful disclosure of the IP. Such entitlement to an injunction shall not prohibit Coach from seeking other remedies available to Coach pursuant to relevant law. Specifically and without limitation, in the event Client violates Client’s obligations concerning the IP, Coach shall be entitled to an accounting and award of profits obtained by Client relating to such IP and damages in the amount of diminution of value of the IP due to Client’s violation. In the event Coach is required to retain counsel to protect Coach’s rights concerning the IP, Coach shall be entitled to an award of costs and attorney’s fees against Client.
Limitation of Liability, Release
Client agrees that Coach will not be liable to Client or any third party for any damages including, without limitation, lost data, lost profits or revenues, diminution in value, incidental or consequential damages, that arise from Coach’s performance of Services including, without limitation, failure to perform in a timely manner. IN NO EVENT SHALL COACH BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES RELATING TO THE AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, WHETHER COACH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THE THEORY (TORT, CONTRACT, OR OTHERWISE) ON WHICH CLIENT’S CLAIM IS BASED. ANY CLAIM BY CLIENT MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND CLIENT SPECIFICALLY WAIVES THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE, COLLECTIVE, OR CLASS ACTION.
Client agrees that any personal injury to Client or third parties or any property damage incurred in the course of performance of the Services shall be the sole responsibility of Client.
Client agrees to indemnify Coach, and its owners, officers, employees, and agents, from and against any and all costs, losses, damages, liabilities, expenses, demands, and judgments, including court costs and attorney’s fees, which may arise out of Coach’s performance of the Services, except to the extent such are caused by the sole fault or negligence of Coach.
As part of this release, Client acknowledges that the disease known as novel b-coronavirus SARS-CoV-2, commonly referred to as COVID-19 (“COVID”) is an extremely contagious disease and it is not possible to eliminate the risk of spreading or contracting COVID. An inherent risk of exposure to COVID exists in any public place where people are present, and efforts to mitigate the risk of exposure to COVID may not be sufficient to prevent spreading or contracting COVID. In the event Client contracts COVID during or in connection with the Services, Client releases Coach from any and all liability relating thereto. In addition, Client agrees to indemnify and hold harmless Coach for any claim brought by or on behalf of a third party against Coach concerning Client’s contraction or claimed contraction of COVID in connection with the Services.
General Terms:
Force Majeure
Neither Party shall be deemed in breach of this Agreement if such Party is unable to perform by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic or pandemic, death, illness or incapacity of Coach or any local, state, federal, national or international law, governmental order or regulation or any other event beyond such Party’s control (collectively, any “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the claiming Party shall give notice to the other Party of their inability to perform or of delay in performance and shall propose accommodations in order to minimize delay or inconvenience to the non-claiming Party.
General Provisions
This Agreement shall be governed by the laws of Arkansas. Client agrees that the sole and exclusive jurisdiction and venue for litigation of any kind relating in any way to this Agreement or the Services shall be the state and federal courts in or nearest to Little Rock, Arkansas. Client waives any defense of lack of personal jurisdiction or forum non conveniens. BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO A TRIAL BY JURY FOR ANY MATTERS RELATING TO THIS AGREEMENT. This Agreement may only be modified by agreement of both Parties in writing.
If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision. The prevailing party in any dispute between the Parties arising out of or related to this agreement, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.
This is the entire agreement of the parties, and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations.
