A.    Parties. The parties to this Contract are Professional Selection, Inc., a Delaware company with its principal place of business in Wilmington, Newcastle County, Delaware (“We”, “Us” or “Our”) and the undersigned Participant (“You” or “Your”). You or We may each be referred to in this Contract as a “Party” and together may be referred to as the “Parties.”

B.    Representative Liability. You may sign in Your representative capacity of a foreign or domestic entity; however, in the event of a Default, You agree to be personally liable for any performance under this Contract, unless otherwise mutually agreed by both Parties in a subsequent written agreement.

A.    Terms and Conditions. The purpose of this agreement is to define the terms and conditions under which the Client agrees to participate in the COMPANY’s Program.  

B.    Program Inclusions. Elements included in the program are discussed in more detail in the Scope of Work incorporated and attached herein (the “Program Fee”).

A.    Interview. We take pride in Our program, and in Our participants. Frankly, We want to work with the best. As part of Our participant vetting process, We may from time-to-time conduct telephone or in-person interviews with prospective participants. In such event, by Your signature below:

1.     You agree to be interviewed by one or more of Us, as a part of Our consideration of You for participation in the Program;

2.     You agree to provide any information We may request as a part of the interview process, including financial statements, a current résumé or curriculum vitae, and/or submit to a criminal background check, if, as, and when requested by Us.

3.     The term of the Program is Six Months, and any additional time in the Program must be approved by Professional Selection Inc.  

B.    Agreements. The Program is open to a diverse group of earners across a diverse number of industries. To that end, by Your signature below:

1.     You represent that, if Your industry requires any licenses or certifications at the state or federal level, all of Your licenses or certifications are current;

2.     You represent that, if You are required to be a member of any trade organization (i.e. association of realtors, state bar association, etc.) in order to conduct business, that You are a member in good standing of such organization at the time of your application to the Program; and

3.     You agree to provide verification of your licensure, certification, or status within your trade organization if, as, and when requested by Us.

4.     The term of the Program is Six Months, and any additional time in the Program must be approved by Professional SelectionInc.  

C.    Participant Expectations. The Program is experiential. In order to maximize results, the Client agrees to: 

1.     participate in a thorough onboarding interview with the COMPANY;

2.     follow all weekly email instructions; complete monthly accountability work;

3.     attend all coaching sessions (if applicable in the Client’s Program level); to disclose income statements if requested by the COMPANY and to participate in periodic interviews at the COMPANY’s request during the Program.

4.     Client also agrees to be truthful and make accurate representations throughout its participation in the Program and specifically certifies that it is in good standing with any licenses and/or certifications necessary in Client’s industry.   

D.    PAYMENTS & DISPUTES. For participation in the Program, Client agrees to pay the COMPANY a program fee, as discussed in more detail in PROGRAM FEE Section incorporated and attached herein (the “Program Fee”).

1.     Payment. When you sign this Agreement, you agree to pay the fees described in the Scope of Work (the “Fee) and any other charges described in this agreement. You agree that you will be responsible for the full Fee regardless of whether you complete the program.   

2.     Financial Burden. Payment for the outlined projects in this agreement will not place a significant financial burden on the Client, The Client’s Business, or Client’s family.  

3.     No Refunds. There are no refunds available under this agreement for any reason. Payments made for Product may not be applied toward any other future Program or Product Purchase.  

4.     Investment Responsibility. The client understands that they are responsible for the entire program investment to the company regardless of the client’s level of involvement throughout the course of the projects. All payments under this Agreement must be made as scheduled by Client to remain in good standing and continue receiving Program access.  

5.     Payment Plans. Payment plans are offered as a courtesy to clients and do not constitute an installment contract. Upon execution of this

Agreement, Client agrees to immediately pay in full the entire agreed upon investment. The Company may enter into a payment plan with the client to allow client to make scheduled payments as agreed upon. See Schedule A for details. If included, Schedule B is the automatic payment authorization form to submit preferred payment details.

A. Effective date. The Agreement becomes effective on the Effective Date and shall naturally expire six (6) calendar months thereafter. Any additional time must be approved by the COMPANY.

1.  Pausing the program. You may pause your program once for up to 3 months where you’ll lose access to the program resources and community. Paused months will be added onto the end of the program extending the terms of this agreement depending on the number of months paused.

B. Termination. The Company reserves the right, in its sole discretion, to immediately limit, suspend, or terminate Client’s participation in the Programs for cause if:

1. Client becomes disruptive or difficult to work with;

2. Client fails to follow the program guidelines; or,

3. Client impairs the participation of fellow Program participants.

4. No refunds will be given for payments already processed; however future payment obligations will be forgiven.

A. This Agreement does not partner COMPANY with Client. COMPANY and Client are independent and not engaged as employees, partners or joint venturers. The Client shall not acquire any intellectual property rights under this Agreement except the limited right to use and access the content provided as set forth above. Client may not use or duplicate any unique COMPANY content, branding or logos without express written permission. Client agrees not to misuse any Program content or material or to remove, obscure or alter any legal notices displayed in or along with COMPANY products or services.

A. Confidential Information. Client acknowledges that as a result of this Agreement, Client may be will access to confidential information of a special and unique nature and value relating to COMPANY’s business, digital products and program information, as well as confidential information relating to other Program participants, members, coaches, contractors and/or employees, including but limited to the nature and type of products and services sold and rendered, the prices charged, financial information, trade secrets, business strategies and processes, and/or contact information (collectively referred to as “Confidential Information”).

B. Non-disclosure. Confidential Information shall not be disclosed by Client to anyone other than other Program participants and/or an authorized employee or agent of the COMPANY or if compelled by law. Client shall not assist or cooperate with any other person or entity in committing any act which, if committed by the Client, would constitute a violation of this section. In the event Client is legally compelled to disclose such Confidential Information, the Client shall promptly notify the COMPANY so that it may avail itself of any and all appropriate remedies. In the event of a breach or threatened breach by Client, COMPANY, in addition to and not in limitation of any other rights, remedies or damages available to it, shall be entitled to seek preliminary and permanent injunctive relief in order to prevent or restrain such breach by Client or Client’s employees, agents, representatives and/or any and all persons directly or indirectly acting for or with Client.

C. Confidentiality term. Confidentiality will remain in place during the terms of this Agreement and for 12 calendar months after termination of this Agreement, as defined herein. A breach of confidentiality will be deemed a material breach of this Agreement.

A. Client agrees that COMPANY and any of its affiliates, contractors and/or licensees may record and/or photograph me and record my voice during and in connection with all COMPANY events, recordings, zoom calls, and/or meet ups and may use my name, voice and likeness in the advertising and promotion of any products, services or events without any further notice and/or compensation to me.

A.    During the terms of this Agreement, and for a period of twelve (12) months immediately after termination of this Agreement, Client agrees not to actively induce any employee, client, or contractor of the COMPANY to terminate or breach an agreement, contractual relationship or any other relationship with the COMPANY. 

B.    Client also agrees not to actively seek business or work from other members in the programs, either by initiating the services, advertising the services, or encouraging a discussion about one's services. We encourage business between members, however not actively seeking new customers from clients of the COMPANY. The priority within the PROGRAM is a safe space to not worry about being targeted for solicitation.

A. Governance. This Agreement shall be governed by, construed under, and enforced in accordance with, the laws of the State of Delaware without reference to its choice of law principals. For any action or suit to enforce any right or remedy of this Agreement, except for action to enter or collect on judgments, the Parties consent to exclusive jurisdiction and venue in the courts of New Castle County in the State of Delaware and the prevailing Party shall be entitled to recover its costs, including reasonable attorney’s fees.

B. Mediation and Arbitration. An attempt to resolve disputes, claims, and other matters in question between Coach and Client arising out of, or related to this Agreement or its breach, enforcement or interpretation (“Disputes”) shall be made through prompt and good faith discussions. Any unresolved Disputes will be addressed, first, in amicable manner through mediation pursuant to Delaware Court of Chancery Rule 174 mediation pursuant to 10 Del. C. § 347 and Rules 93 to 95, as amended. Any Dispute not resolved through non-binding mediation will be determined by voluntary binding arbitration in accordance with Delaware Statutes Rule 16.1(b). The parties agree a court of competent jurisdiction located in Wilmington, New Castle County shall appoint a sole arbitrator to hear and decide the Dispute, which arbitrator must be a member of good standing with the Delaware for more than ten (10) years, whose primary office is located in New Castle County and who meets the qualifications and training requirements of the State of Delaware Superior Court, The sole arbitrator will be compensated equally by the parties during arbitration and the arbitrator shall have the authority to award all costs, including arbitrator and attorney fees, to the prevailing party. The arbitration award shall be in writing and specify the factual and legal basis for the award. Judgment on the award may be entered in any court having jurisdiction in New Castle County. Notwithstanding anything in this Agreement to the contrary, if a party initiates arbitration before demanding mediation, that party will be responsible for all of the arbitrator’s fees and costs, as well as, the other party’s costs, including attorney fees, of arbitration. The non-prevailing party is also responsible for all costs and expenses, including attorney and expert witness fees, incurred in establishing the amount of attorney fees to be awarded, in arbitration, post-arbitration, or appellate proceedings.

C. Non-disparagement. In the event a dispute arises between the Parties, Client will not engage in any public or private conduct and/or communications, that are designed to disparage the COMPANY.

D. Indemnification. Client shall defend, indemnify and hold harmless COMPANY and its directors, officers, employees, partners and affiliates from and against any and all claims, liabilities, losses, damages, assessments, penalties, fines, fees, costs, expenses, demands, suits, judgments or awards (including reasonable attorney’s fees) accruing against COMPANY which result from any act or omission of Client or its directors, officers, employees, partners, servants, affiliates or agents while engaged in, or in connection with, the discharge or performance of the services to be done or performed by Client hereunder. Client shall defend, indemnify and hold harmless COMPANY from and against any and all claims by any of Client’s employees, agents or representatives for payment of any such compensation.

A. Waiver. Client waives, releases, and discharges COMPANY and its directors, officers, employees, partners and affiliates from and against any and all liability of any kind, including but not limited to, liability arising from the negligence or fault of the COMPANY or its staff, that results in Client’s death, disability, personal injury, property damage, accidents, illnesses, property theft, property loss or actions of any kind which may hereafter occur to me as a result of use of the COMPANY premises or during the attendance of any COMPANY event included in the Program or arising from the terms of this Agreement.

B. Loss and Damages. COMPANY shall not be liable to Client for consequential, incidental, special, exemplary, punitive or indirect loss or damage of any kind whether in an action based on contract, warranty, strict liability, tort or otherwise, even if COMPANY has been informed in advance of the possibility of such damages or such damages could have been reasonably foreseen by such Party.

C. No Warranty or Guarantees. While the COMPANY will use best efforts to provide accurate information, it makes no representations or warranties with respect to the accuracy or completeness of the Program. Client agrees that it is not relying upon any warranties, promises, guarantees or representations made by the COMPANY, its coaches, employees, staff, and/or anyone acting or claiming to act on the COMPANY’s behalf.

D. Client Responsibility. The advice and strategies given as part of the Program may not be suitable for every situation and are merely the opinion of the COMPANY and/or its coaches, affiliates, staff, or other Program participants. Any liability, loss, or risk is specifically disclaimed, whether personal, financial, or otherwise, that is incurred as a direct or indirect consequence from the use and/or application of any contents or material of the Program. Client assumes all responsibility and liability for the use and implementation of the information within the Program and all associated events, trainings, digital content and strategies.

E. Investment Opportunities. Further, participants of the Program will offer and/or provide services to each other, as well as offer investment opportunities. These services and/or offers are in no way affiliated with the COMPANY unless otherwise stated in writing. The COMPANY does not make any guarantees or offer any opinions related to the validity or quality of the services, offers and/or investments provided and/or suggested by other Program participants unless otherwise stated in writing. COMPANY shall not be liable to Client in any way for any personal investments, business investments, joint venture opportunities, services or offers made between Client and other Program participants.

A. Communications. All notices, demands, consents, requests, approvals or other communication which either Party is required or desires to give or make upon or to the other Party (“Notices”) shall be in writing and will be effective when sent, if hand delivered or faxed (with confirmation of receipt); on the next business day if sent by a generally recognized overnight delivery service (subject to confirmation from the service); or on the date received if sent by United States certified or registered mail, return receipt requested. Notices may also be given by COMPANY to Contractor by means of electronic mail which shall be effective within two (2) days of obtaining sent confirmation.

B. Modifications. This Agreement may only be modified, or any rights under it waived or assigned, by a separate written document executed by both Parties.

C. Performance. Failure of the COMPANY to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature, nor shall it affect the COMPANY’s rights to require strict performance of any other portion of this Agreement.

D. Replacement of Prior Agreements. This Agreement constitutes the entire agreement between the Parties with respect to the matters covered by it and supersedes any prior understanding or agreements, oral and written, with respect thereto. The Parties acknowledge that all the matters embodied in this Agreement, including all terms, covenants, conditions, waivers, releases and other provisions contained herein, are fully understood by him or her; that each is entering into this Agreement freely, voluntarily and after due consideration of the consequences of doing so; and that this Agreement is valid and binding upon him or her.

E. Enforcement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement and be enforced to the maximum extent permitted by law or court order