Services & Rights.
Services; Content. Representative shall perform the services and provide the content as specified in the “Statement of Work” attached hereto as Exhibit A (such services and content, including all related (i) services provided hereunder and (ii) content and materials provided hereunder, are the “Services” and “Content”, respectively). Representative is solely responsible for all Content.
Representative Biography and Likeness. Representative hereby grants to Sorce a right and license, but no obligation, to use and disseminate Representative’s name, photo, likeness and biographical information, for promotional and other purposes.
Ownership. Representative retains all right, title, and interest in and to all Content provided under this Agreement. However, by submitting Content pursuant to this Agreement, Representative grants to Sorce a worldwide, non-exclusive, royalty-free, license to make, display, perform, use, reproduce, distribute, license, sell, import, export, transmit, and to create derivatives, enhancements, extensions, improvements, and modifications of (“Derivatives”), provide user access to, and otherwise commercialize, in all manner and medium now or hereafter known, the Content, any Content IP and any Derivatives created pursuant to this Agreement.
Content IP. Representative will retain no rights of outcomes, IP obtained and generated in consequence of engaging in the content, IP obtained from utilizing content in association with data science to derive certain outcomes, measurements, analytics associated with engaging in Content, and any other Content IP similar rights.
Compensation. Subject to terms and conditions of this Agreement, Representative shall provide the compensation set forth in the Statement of Work (“Compensation”), which represents full and complete payment for the services provided and the rights granted to Sorce.
Expenses. Each party will be responsible for the expenses that it incurs in connection with the performance of this Agreement, except as may otherwise be mutually agreed upon by the parties.
Warranties and Indemnity.
4.1 Representative represents, warrants and covenants that: (i) Representative has all right, power and authority to enter into and properly perform under this Agreement; (ii) the Content is original to Representative; (iii) the Content shall not infringe upon the rights of any third party, including but not limited to trademark, copyright, trade secret, the rights of publicity and privacy and the right against defamation; and (iv) the Content complies with all applicable federal, state and local laws, rules and regulations. Representative shall indemnify, defend and hold harmless Sorce against all damages, claims, liabilities, losses and other expenses that arise out of Representative’s breach of any representation or warranty or other provision of this Agreement.
Limitation of Liability. IN NO EVENT SHALL SORCE BE LIABLE TO Representative UNDER ANY LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR (II) ANY AMOUNT IN EXCESS OF $100. AS TO PROVIDER’S AND Representative’S RESPECTIVE RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT ONLY, EXCEPT WITH RESPECT TO A BREACH OF SECTION 12 AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, (I) NEITHER PARTY WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, AND (II) NEITHER PARTY’S LIABILITY SHALL EXCEED THE COMMISSIONS PAYABLE BY Representative TO PROVIDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE COVENANTS AND OBLIGATIONS OF Representative SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED AS INDEPENDENT OF ANY OTHER AGREEMENT OR ARRANGEMENT BETWEEN Representative, ON THE ONE HAND, AND PROVIDER, ON THE OTHER.
Miscellaneous. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, employer, employee or agent of the other. The Compensation payable to Sorce is inclusive of, and Representative shall be solely responsible for, all tax obligations due to all taxing authorities arising from or in connection with amounts paid to Representative hereunder, including, without limitation, federal, state, and local withholding taxes, FICA, FUTA, Social Security, Medicare, SUI and other such taxes and deductions ("Taxes"). This Agreement and the rights, obligations and licenses herein, shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and assigns. Representative shall not assign or transfer this Agreement in whole or part without the prior written consent of Sorce. Sorce may freely assign or transfer this Agreement in whole or part. This Agreement contains the entire understanding of the parties regarding its subject matter and supersedes all other agreements and understandings, whether oral or written. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. If any portion of this Agreement is held to be illegal or unenforceable, that portion shall be restated, eliminated or limited to the minimum extent necessary so that this Agreement shall reflect as nearly as possible the original intention of the parties and the remainder of this Agreement shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof.
7. Payment Terms. The percentage as laid out in Exhibit A shall be paid on a calendar monthly basis, within five (5) days after the end of each calendar month for sales that are made during the immediately previous calendar month.
8. Taxes. Each party shall be responsible for and pay any and all applicable taxes, customs, withholding taxes, duties, assessments and other governmental impositions resulting from its own activities under this Agreement.
9. Disclaimer.
9.1. PROVIDER MAKES NO WARRANTIES TO Representative, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.
10. Term and Termination. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for a period of six (6) months.
10.1. Termination. Either party may, at its option, terminate this Agreement upon ninety (90) days’ written notice to the other party for any reason or for no reason whatsoever. This Agreement may also be terminated by either party upon thirty (30) days’ written notice if the other party breaches this Agreement in any material respect and the breaching party fails to cure such breach within such 30-day period.
10.2. Effect of Termination. Upon any termination or expiration of this Agreement, (i) except in cases of termination by Provider for cause, all monies due from Representative (i.e., a percentage of sales outline in Exhibit A.) will immediately become due and payable within thirty (30) days following termination or expiration; (ii) Representative shall immediately cease all promotion of the Products and shall immediately return to Provider, or at the option of Provider, destroy, all Confidential Information of Provider, Provider Materials and Products provided to Representative hereunder. Any termination or expiration of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement or at law.
11. Ownership; Rights; Proprietary Information; Publicity.
11.1. Provider shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Representative during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the referral services or any Confidential Information (as defined below) (collectively, “Inventions”) and Representative will promptly disclose and provide all Inventions to Provider. Representative hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Representative was an employee of Provider. Representative shall assist Provider, at Provider’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Representative hereby irrevocably designates and appoints Provider as its agent and attorneys-in-fact, coupled with an interest, to act for and on Representative’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Representative and all other Representatives or owners of the applicable Invention.
11.2. Representative agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Representative during the period that Representative is to be providing the referral services that relate to Provider or the business or demonstrably anticipated business of Provider or in connection with the referral services or that are received by or for Provider in confidence, constitute “Confidential Information” (defined below). Representative shall hold in confidence and not disclose or, except in performing the referral services, use any Confidential Information. However, Representative shall not be obligated under this paragraph with respect to information Representative can document is or becomes readily publicly available without restriction through no fault of Representative. Upon termination or as otherwise requested by Provider, Representative will promptly provide to Provider all items and copies containing or embodying Confidential Information, except that Representative may keep its personal copies of its compensation records and this Agreement.
11.3 To the extent allowed by law, any license granted Provider hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. To the extent any of the foregoing is ineffective under applicable law, Representative hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Representative will confirm any such ratifications and consents from time to time as requested by Provider. If any other person is in any way involved in any referral services, Representative will obtain the foregoing ratifications, consents and authorizations from such person for Provider’s exclusive benefit.
11.4 If any part of the services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Representative (or any person involved in the services) and not assigned hereunder, Representative hereby grants Provider and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Provider’s exercise or exploitation of the referral services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
12. Confidentiality.
12.1. Confidentiality. During the course of performing this Agreement, each party may have access to confidential or proprietary information of the other party (“Confidential Information”). Confidential Information shall include, without limitation, all customer lists and information relating to the parties’ products and pricing. A party’s Confidential Information shall not include any information which (i) becomes part of the public domain through no act or omission of the other party; (ii) is lawfully acquired by the other party on a non-confidential basis from a third party without any breach of a confidentiality obligation; (iii) is disclosed by such party to a third party without any obligation of confidentiality; or (iv) was independently developed by the other party without reference to such party’s Confidential Information. Each party agrees to use the other party’s Confidential Information only as necessary to perform their obligations under this Agreement and to maintain the confidentiality of the other party’s Confidential Information using at least the same degree of care in safeguarding the other’s Confidential Information as it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, provided the receiving party gives adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor.
13. Irreparable Harm. Both parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the disclosing party shall be entitled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies, without the necessity of posting any bond or surety.
14. Miscellaneous.
14.1. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the provisions of the conflict of laws thereof.
14.2. Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or upon receipt if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this section.
14.3. Assignment. Neither party may assign, without the prior written consent of the other, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part; provided, however, that this Agreement may be assigned by Representative or Provider without the consent of the other to any successor corporation or entity whether by purchase of all or substantially all of the assets relating to this Agreement, a sale of a controlling interest of the capital stock of the assigning party, by merger, consolidation or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
14.4. Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement and shall be severable therefrom, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
14.5. Entire Agreement. This Agreement (together with all attachments and exhibits hereto) constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof. This Agreement may not be amended, modified or provision hereof waived, except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.
14.6. Press Releases. Any news release, public announcement, advertisement, or other publicity released by either party concerning this Agreement shall be subject to the prior approval of the other party, which approval shall not be unreasonably withheld or delayed.
15. Provider Materials. Provider will provide Representative, at no cost to Representative, with a reasonable quantity of materials for use in conjunction with promoting the Products hereunder (“Provider Materials”), to demonstrate the functionality of the Products, technical specifications, and other marketing materials. If Representative desires to use any material to promote the Products that was not provided to Representative by Provider, then Representative will send a copy of such material to Provider five (5) days prior to using such material and will not use or discontinue using, as applicable, such material within one (1) business day if Provider, in its sole discretion, so requests. Representative will not bid on, purchase, or use any keyword or term trademarked by Provider in any keyword advertising service, search engine, or social platform, or otherwise use any such keyword or term to direct users to Representative’s website. No rights or licenses are granted in the Provider Materials except as expressly and unambiguously set forth in this Agreement.
16. No Employment or Independent Contractor Relationship. The parties are not organizational partners, joint venturers, independent contractors, employer-employee, or otherwise affiliated and neither has any right or authority to bind the other in any way. Accordingly, Representative shall not commit Provider to any Customer Agreement or other contract or obligation.

The Representative shall provide materials, assets, and information necessary for the completion of their Coaching Profile which may include but is not limited to:
Welcome and Intro Videos on an as-needed basis.
Bio in written form, subject to editing for length and applicability.
Headshots and photographs associated with the Representative.
Contact information, including email address, website, Instagram handle, LinkedIn Profile, Twitter Handle, etc.
Audio Coaching Tips corresponding to RMP (Recover, Maintain, Push).
Videos intended for posting in the coach’s content section.