This Services Agreement is made on .

Between:

• The Company (as detailed in the Particulars); and
• the Contractor (as detailed in the Particulars), and .

• (each a “Party” and together the “Parties”).

Whereas

The Company wishes to retain the Contractor to provide the Services (as defined herein) in respect of conducting student coaching sessions of the Master SMC program being offered for sale by the Company (the "Eligible Coaching Sessions"), and the Contractor has agreed to provide the Services to the Company, on the terms and conditions hereinafter set forth.

 

It is agreed as follows:

1. Definitions and Interpretation

1.1 In this Agreement:

• “Affiliate” means an entity that controls, or is controlled by, or is under common control of the company or any entity that controls the company;
• “Agreement” means this services agreement together with its Schedules;
• “Cancellation Notice Period” has the meaning set forth in the Particulars;
• “Commencement Date” means the date of this Agreement;
• “Confidential Information” means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, clients, customers, products, affairs, and finances of a Party and its group companies for the time being confidential to that Party and its group companies and trade secrets including, without limitation, technical data, and know-how relating to the business of that Party and its group companies or any of its suppliers, clients, customers, agents, distributors, shareholders or management whether or not such information (if in anything other than oral form) is marked confidential;
• “Eligible Coaching Sessions” means the coaching session offered by the company to its students
• “Event of Force Majeure” means an event or circumstance which is beyond the reasonable control of a Party, including but not limited to, any strike, lockout or other industrial action, civil disturbance, acts of war or threat, nuclear disaster, fire, terrorism, flood, earthquake and other acts of God, accidents, riots, epidemics, accidental or malicious damage and decisions of government or legal authority;
• “Expiry Date” means the expiry date of this Agreement, as set forth in the Particulars;
• “Fee” means the fee payable to the Contractor for the Services in accordance with Clause 3, as set out in Schedule C;
• “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
• “List of Penalties” means the list of penalties levied by the company, set out in Schedule D, as amended from time to time;
• “Logo” means company’s logo or any other logos of the company or its Affiliates or shareholders;
• “Order” means an order for Services submitted by the company in accordance with this Agreement;
• “Particulars” means the particulars set out in Schedule A;
• “Payment Notice Period” means the payment notice period specified in the Particulars;
• “Relevant Authorities” means the relevant local or federal governmental agencies, departments, or authorities;

““Services” means the provision of services (as detailed in the Particulars) in accordance with the Standard, or any subsequent service approved by the company in writing, in accordance with the terms of this Agreement;

• “Standard” means:
  • performed with the highest level of care, skill, diligence, and regularity, as required in accordance with best practice in the Contractor’s industry, profession or trade;
  • using personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Contractor’s obligations are fulfilled;
  • ensuring that the Contractor obtains, and maintains all consents, licenses, and permissions (statutory, regulatory, contractual, or otherwise) it may require from the Relevant Authorities and which are necessary to enable the Contractor to comply with its obligations in this Agreement;
  • fit for any purpose expressly or impliedly made known to the Contractor by the company;
  • complying with all applicable laws and regulations;
  • observing all security requirements that apply to the provision of the Services;
  • not doing or omitting to do anything which may cause the company to lose any license, authority, consent, or permission on which it relies for the purposes of conducting its business; and
  • not doing or omitting to do anything which may constitute, cause or contribute to any breach by the company of any license or contract binding on the company or its Affiliates,

in each case to the company satisfaction.

• “Termination Notice” has the meaning set forth in the Particulars; and
• “Term” has the meaning set forth in Clause 5.

1.2 In this Agreement:

(a) The table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement.

(b) Any law or decree or any section of any law or decree will be deemed to include reference to any modification or re-enactment thereof for the time being in force and all instruments, orders, regulations, by-laws, permissions, and directions at any time made thereunder.

(c) All dates and periods of time are to be construed in accordance with the Gregorian calendar.

(d) Any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, email).

(e) References to “include” or “including” are to be construed without limitation.

(f) Unless the context requires otherwise, words in the singular include the plural and vice versa and a reference to any gender includes all other genders.

(g) References to Clauses and Schedules are to clauses of, and schedules to, this Agreement.  

(h) The Schedules form an integral part of this Agreement.

 

1.3          SCOPE OF SERVICES

1.3.1 The Company hereby engages the Contractor to provide student coaching services to the registrants of the Accademia Closer products (the “Students”) in respect of the sale of the eligible Coaching Sessions (the "Services"), which Services may include the duties attributable to the Accademia Closer student coach (a "CloserCoach"), as more particularly set forth in Schedule "B" attached hereto, and the Contractor agrees to provide the Services, upon the terms and subject to the conditions of this Agreement.

1.3.2      On or about the Effective Date, the Company shall:

(a) assign Students to the Contractor;

(b) provide the Contractor with a guideline to conduct the Eligible Coaching Sessions; and

(c) make no guarantee of consistent assignment of any Students to the Contractor.

1.3.3 The Contractor acknowledges and agrees that:

(a) the CloserCoach duties assigned to the Contractor shall be determined by the Company, in its sole discretion, and the Services to be provided by the Contractor shall include the duties assigned to Contractor, from time to time;

(b) the Company may vary the CloserCoach duties assigned to the Contractor in respect of future Services to be provided by the Contractor, upon written notice to the Contractor;

and

(c) the Company may vary the Eligible Coaching Sessions, upon written notice to the Contractor.

1.4 The Contractor shall report to Fabio Gallerani, Director of Accademia Closer Program, or such other person as may be determined by the Company from time to time, and shall keep him informed of all matters concerning the Contractor's provision of the Services at such time and in such manner as the Director of Accademia Closer Program may determine.

1.5 This Agreement is for the personal services of the Contractor and none of the Services to be provided by the Contractor hereunder may be delegated, assigned or subcontracted by the Contractor to others.

1.6 The Contractor covenants and agrees that in the course of providing the Services to the Company, the Contractor shall only provide the Eligible Coaching Sessions to the Company's assigned Students. For further clarity, the Contractor covenants and agrees that no private Services will be provided to any Students without prior written approval by the Company during the term of Agreement and twelve (12) months after termination of this Agreement.

1.7 The Contractor covenants and agrees that during the Term and twelve (12) months after termination of this Agreement, the Contractor shall not provide services similar to the Services to any person that is a direct competitor of the Company, within any geographic area in which the Company is then conducting its business.

 

2. QUALITY OF PERFORMANCE

2.1 The Contractor represents and warrants to the Company that he has the requisite expertise, ability, and legal right to provide the Services, and shall perform the Services in a competent, professional and efficient manner in compliance with the Policies (as defined below), accepted industry practices, with an aim to meeting the "key performance indicators" communicated by the Company to the Contractor, from time to time, and according to the terms of this Agreement.

2.2 The Contractor shall observe and comply with all applicable laws, rules, ordinances, codes, and regulations of governmental agencies including federal, state, provincial, municipal and local authorities of any country having jurisdiction over the Services or any part thereof.

2.3 The performance by each Party of its obligations under this Agreement shall not breach any other agreement entered into by such Party.

2.4 All Services provided by the Contractor shall not infringe the intellectual property rights of any third party.

2.5 The Contractor represents and warrants to the Company that neither the execution and delivery of this Agreement nor the provision of the Services by the Contractor conflicts with, breaches, violates or causes a default under (i) any agreement, contract or instrument to which the Contractor is a party, including any employment, consulting, non-competition, non-solicitation, confidentiality or similar agreement or arrangement; or (ii) any judgment, order or decree to which the Contractor is subject. The Contractor acknowledges and agrees that the Company has relied on the foregoing representations in entering into this Agreement.

 

3. STUDENTS SERVICES DATA, INVOICING, AND COMPENSATION

3.1 The Company shall pay a Coaching Service fee (the "Fee") to the Contractor, which Fee shall vary and be calculated based upon the completion of CloserCoach duties assigned to the Contractor by the Company, from time to time, as more particularly set forth in Schedule "B" attached hereto.

3.2 The Contractor agrees to accept such amount as full payment for his work and to sign receipts as the Company may request in order to acknowledge payment. The Contractor acknowledges and agrees that the Fee is Confidential Information and, therefore, shall be kept confidential by the Contractor in accordance with the provisions of Article 6.

3.3 The Fee paid to the Contractor shall be net of any chargebacks by the Company in respect of the Eligible Coaching Sessions in accordance with the Policies. In the event that any Fee is paid by the Company to the Contractor and a chargeback occurred as a result of the Performance Audit by the Company on the eligibility of any Eligible Coaching Sessions (the "Reclaimed Amount"), then the Company may offset the Fee paid to the Contractor for the Reclaimed Amount against any Fee owing or payable to the Contractor.

3.4 The Contractor shall follow the rules, policies, and procedures of the Company (collectively, the "Policies") as communicated by the Company to the Contractor, from time to time, including in respect of the maintenance and updating of the Company's client relations management system (the "CRM System"). The Contractor acknowledges and agrees that the CRM System is the mechanism by which the Company tracks the status of the Eligible Coaching Sessions, the results of the Services, and the Fee payable to the Contractor.

The Contractor further acknowledges and agrees that the failure of the Contractor to maintain and update the CRM System in accordance with the Policies shall be deemed to be a material breach of this Agreement by the Contractor, in respect of which the Company, in its sole discretion, shall have the right to withhold the Fee payable to the Contractor in respect of the Eligible Coaching Sessions related to the breach, which right shall be in addition to, and not an alternative of, any other rights or remedies that the Company may have for such breach.

3.5 The Company shall use commercially reasonable efforts to ensure that the Accountings accurately reflect the Services provided by the Contractor for each applicable Accounting Period. Each Accounting shall set out the final Net Fee Payable for the calculation of the Fee for each applicable Accounting Period, and the Contractor hereby waives any objection that it might otherwise be entitled to dispute the Accounting or the Fee calculated therefrom.

3.6 Provided that the Contractor shall have delivered a valid Invoice to the Company, the Company shall pay to the Contractor the Fee payable pursuant to Sections 3.1 and 3.3 by the 5th day of the month immediately subsequent to the month in which the Invoice was delivered to the Company. The Fee shall be payable by wire transfer or any other form of electronic payment as may be determined by the Company.

3.7 The Contractor shall not invoice the Company for any out-of-pocket expenses incurred by the Contractor in carrying out the Services (the “Reimbursable Expenses”) unless the Reimbursable Expenses shall have been pre-approved in writing by the Company.

3.8 All Reimbursable Expenses approved by the Company shall be payable by the Company to the Contractor on a monthly basis in arrears. The Contractor shall submit such invoice (together with accompanying receipts) to the Company for all approved Reimbursable Expenses by the 30th day of each month during the Term for each Accounting Period during which such Reimbursable Expenses were incurred.

3.9 The Contractor shall remit, and shall be solely responsible for remitting, all VAT paid by the Company to the Contractor to the applicable government agencies, and the Company shall not be responsible for the payment of any VAT other than as set out in Section 3.5. The Company shall have no liability or responsibility for the payment of any penalty or interest assessed or levied against the Contractor as a result of the failure of the Contractor to charge, collect or remit VAT as required under any applicable sales or value-add tax legislation applicable to the Contractor's provision of the Services hereunder. The Contractor agrees to indemnify and hold the Company harmless from and against any order, penalty, interest or tax that may be assessed or levied against the Company as a result of the failure or delay of the Contractor to charge, collect or remit VAT or to file any return or information required by any law or regulation.

 

4. INDEPENDENT CONTRACTOR STATUS

4.1 The relationship between the Company and the Contractor is one of principal and independent contractor. Nothing contained in this Agreement shall be interpreted to constitute the Contractor as an employee or agent of the Company, nor shall either the Contractor or the Company have the authority to bind the other in any respect, it being intended that the Contractor shall remain responsible for the Contractor's own actions. The Contractor is retained only for the purposes and to the extent set out in this Agreement, and this Agreement does not create a partnership between the Parties.

4.2 In accordance with the provisions of Section 4.1, the manner and means by which the Contractor provides the Services are under the Contractor's sole and exclusive control; provided that the Services meet the Company's commercially reasonable standards regarding quality and timeliness.

4.3 The Company shall not make any statutory source deductions from the compensation payable to the Contractor under this Agreement, including, federal, state, provincial or local income taxes, pension plan contributions, superannuation contributions, employment insurance assessments, and other source deductions. The Contractor is solely responsible for withholding and remitting any federal, state, provincial or local payroll-related or other income associated taxes, payments, or assessments related to the performance of the Services, including in respect of workers' compensation insurance premiums and the Contractor acknowledges that the Company is not required to make, and shall not make, any remittances and payments required of employers by statute on behalf of the Contractor.

4.4 Notwithstanding any other provision in this Agreement, if a competent government authority determines that the Company is responsible for making source deductions or other payments on money paid to the Contractor, the Company shall be entitled to start making such deductions and unless the Parties agree otherwise, to deduct an amount equal to any source deduction or retroactive assessment together with any cost, penalties, expenses including legal fees and costs on a solicitor and own client basis incurred by the Company related to such assertions or deductions from any amount then payable by the Company to the Contractor under this Agreement. The Contractor hereby agrees to indemnify the Company against any and all claims or assessments for income tax, statutory deductions, premiums or any statutory requirements regarding the payment of

wages which are required to be made under statutory authority if such amounts are not recovered by the Company by way of set-off as described above within 30 days after receiving a written demand for these amounts from the Company.

4.5 The Contractor is not entitled to any benefits or privileges that may be provided by the Company to its employees.

 

5. TERM AND TERMINATION

5.1 The Company shall engage the Contractor for an initial term of three(3) months commencing on the Effective Date (the "Initial Term"), subject to earlier termination as set out in Sections 5.2, 5.3 and 5.4. At the end of the Initial Term, this Agreement shall be renewed for successive one-month terms (the Initial Term together with any renewals thereof, the "Term"), unless either the Company or the Contractor provides notice of its intention not to renew the then-current Term at least 15 days prior to the expiry of the then-current Term.

5.2 Either Party may terminate this Agreement prior to its expiration by giving 30 days prior written notice to the other Party of its intent to terminate; provided that during the 30 day period commencing on the Effective Date, only the Company shall have the right to terminate this Agreement upon written notice to the Contractor, which termination shall be effective immediately upon delivery of the notice to the Contractor. During the period after notice of termination is sent, the Parties shall continue to act toward each other in good faith and follow the post-termination notice guideline.

5.3 Further, the Company may terminate this Agreement, at any time and in its sole discretion, without notice and without liability by the Company to the Contractor, on the following grounds:

(a) if the Contractor engages in any criminal act, serious misconduct, or act of dishonesty respecting the property, finances or reputation of the Company;

(b) material violation by the Contractor of applicable laws; provided that where such violation is of a nature that it can be cured, such violation shall not constitute cause if it is cured within ten (10) days of the Contractor becoming aware of its occurrence;

(c) any material neglect of duty or misconduct of the Contractor in discharging any of the Contractor's duties and responsibilities hereunder;

(d) if the Contractor fails to meet the Company's "key performance indicators", as communicated by the Company to the Contractor from time to time, more than three times in any given three-month period;

(e) if the Contractor fails to comply with the Policies; and

(f) any conduct of the Contractor which, in the opinion of Company, acting reasonably, is materially detrimental, misrepresentation, or embarrassing to the Company.

5.4 This Agreement shall terminate upon the death of the Contractor.

5.5 Upon the termination of this Agreement:

(a) all rights and obligations under this Agreement (except those in Sections 2.5, 4.4, 10.1, 11.9 and this Section 5.5 and Articles 6, 7, 8 and 9, or which otherwise survive under the terms of this Agreement) shall terminate; and

(b) the Contractor shall be entitled to receive, and the Company shall pay to the Contractor, any outstanding Fee, and any Reimbursable Expenses pursuant to Article 3 up to and including the date of termination.

 

6. CONFIDENTIALITY

6.1 During the Contractor's performance of the Services, the Contractor or its employees may have had or shall have access to information and materials (in whatever form and howsoever communicated) that are confidential or proprietary to the Company and its subsidiaries and affiliates (together, the "Confidential Information"). Confidential Information includes the provisions of this Agreement and the information relating to the Company's educational programs and products, product designs and specifications, data, development plans, certification exams details, coaching call recordings, presentation slides of the course, costs, profits, and pricing policies, sales records, business and marketing development plans, customer lists, customer requirements, prospects lists, and sales, lead data, organizational structure, operations, business plans, and affairs, technical projects, business costs, financial status, proprietary information, inventions, trade secrets, names of joint venture partners, personal information regarding directors, officers, employees or consultants, or other work produced or developed by or for the Company. However, "Confidential Information" excludes information and materials which the Contractor can demonstrate by written record:

(i) were known by the Contractor prior to the Company's disclosure to the Contractor;

(ii) properly came into the Contractor's possession from a third party who was not under any obligation to the Company to maintain the confidentiality;

(iii) had become generally available to the public through no fault of the Contractor; or

(iv) was developed by the Contractor without the use of the Confidential Information.

6.2 The Contractor shall maintain the confidentiality of the Confidential Information both during and after the Term. The Contractor shall not use, copy, disclose, publish, make available, distribute or otherwise exploit the Confidential Information, directly or indirectly, without first obtaining the written consent of the Company, except as required by applicable laws; provided that the Contractor shall have promptly notified the Company of such requirement prior to the disclosure of the Confidential Information.

6.3 All Confidential Information received from the Company by the Contractor during the Term shall be returned by the Contractor to the Company or destroyed upon request or upon the termination of this Agreement.

6.4 Notwithstanding the provisions hereof, the Parties acknowledge and agree that money damages would not be a sufficient remedy for any breach of Articles 6 and 7, and agree that the Company shall be entitled to specific performance and/or injunctive relief as a non-exclusive remedy for any such breach, at law or in equity; that all such rights and remedies are cumulative and not alternative or exclusive of any other rights or remedies; and that the Company may have recourse to any one or more of its available rights and remedies as it shall see fit.

6.5 The provisions of this Article 6 shall survive any termination of this Agreement and shall continue in full force and effect for two (2) years thereafter.

 

7. NON-SOLICITATION

7.1 At any time during the Term and for a period of:

(a) three (3) months after termination of this Agreement for any reason whatsoever;

(b) nine (9) months after termination of this Agreement for any reason whatsoever; and

(c) six (6) months after termination of the Agreement for any reason whatsoever, (each, a "Restraint Period"), the Contractor shall not, directly or indirectly, either individually or jointly or in a partnership or in conjunction with any person, as principal, agent, employee, contractor, shareholder, guarantor, creditor or in any other manner or capacity whatsoever:

(d) solicit, entice, persuade or induce any client, potential client, employee, contractor, consultant, agent, advisor, manager, supplier or other representatives of the Company (collectively, the "Company Contacts") to terminate, reduce or refrain from entering into, renewing or extending its contractual or other relationship with the Company;

(e) interfere with, disrupt or attempt to disrupt, the relationship, contractual or otherwise, between the Company and any client or potential client of the Company; and

(f) directly or indirectly assist any person to, or procure any person to, do any of the acts or anything else contemplated by Sections 7.1(d) and (e).

7.2 The Contractor agrees that:

(a) Sections 7.1(a), (b) and (c) are each separate and distinct covenants, severable one from the other and the greatest of Sections 7.1(a), (b) and (c) shall apply unless such covenant is determined to be invalid or unenforceable, in which event the next greatest shall apply, and so on;

(b) each of the separate restrictions in Section 7.1 are fair and reasonable restraints, that goes no further than reasonably necessary to protect the Company's staff and Company Contacts connections, goodwill, and business, and all defenses to the strict enforcement thereof are waived by the Contractor;

(c) substantial and valuable consideration has been received for each separate covenant and restraint in this Section directly and indirectly by the Contractor; and

(d) any combination of the acts referred to above for each separate Restraint Period would be unfair and calculated to damage the Company's Confidential Information, connections with its staff and Company Contacts, goodwill, and business, and would lead to substantial loss to the Company.

7.3 For the purposes of this Article 7 all references to Company Contacts means such Company Contacts, who were Company Contacts at the then relevant time, if during the Term, or at any time during the three (3) month period prior to the date of termination of this Agreement.

7.4 The Contractor agrees that any breach of the provisions of this Article 7 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Contractor therefore also agrees that in the event of a said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach or threatened breach by the Contractor and any and all entities acting for or with the Contractor without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The provisions of this Section 7.4 shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including the recovery of damages from the Contractor. The Contractor agrees that it shall not plead sufficiency of damages as a defense in the proceeding for such injunctive relief.

 

8. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY AND COACHING

SESSIONS RECORDINGS

8.1 In the event that the Contractor contributes to any patentable invention as a result of the Services to the Company hereunder, any such patentable invention shall be the exclusive property of the Company and the Company shall have the exclusive right to file patent applications in the name of the Company in connection therewith and the Contractor shall cooperate with the Company and provide all necessary assistance in the filing and prosecution of such patent applications.

8.2 The Contractor assigns to the Company all copyrights and similar rights in all works created by the Contractor, in whole or in part, in the course of providing the Services hereunder.

8.3 The Contractor agrees that all Eligible Coaching Sessions Recordings are the property of the Company, and the Contractor agrees to assign all copyrights and similar rights to the Company to use the recordings for educational, training, marketing, and all other purposes as the Company deemed fits.

 

9. INDEMNITY

9.1 The Contractor hereby agrees to indemnify and hold harmless the Company and its affiliates, and their respective directors, officers, employees, representatives, agents, and assigns (in this Section 9.1, each, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, actions or demands (collectively, the "Losses") to which an Indemnified Party may become subject insofar as such Losses arising out of or are based upon any breach of a representation, warranty, covenant or obligation of the Contractor contained in this Agreement and shall reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Losses; provided that such indemnity shall not be available to an Indemnified Party in respect of Losses resulting from the Indemnified Party's fraud, wilful misconduct or gross negligence.

9.2 The provisions of this Article 9 shall survive any termination of this Agreement and shall continue in full force and effect for three (3) years thereafter.

 

10. NO DISPARAGEMENT

10.1 The Contractor covenants and agrees that, during the Term and after the termination or expiry of this Agreement for any reason whatsoever, it will not, directly or indirectly, and, if applicable, it shall use reasonable efforts to ensure that its directors, officers, employees, contractors, consultants, shareholders, subsidiaries, affiliates, agents, advisors, successor and assigns do not: (a) say, publish, or otherwise transmit any statements, whether oral or written, to any other party whomsoever that may be intended to or that may have the effect of defaming the company and its present, former and future Representatives, successors and assigns, or be of defamatory nature, or that may disparage, call into disrepute, libel, slander or cause injurious falsehood to the company and its present, former and future Representatives, successors and assigns; or (b) engage in any conduct or pattern of conduct that involves the making or publishing of written or oral statements or remarks, including, without limitation, the repetition or distribution of rumours, allegations, reports or comments, which are disparaging, deleterious or damaging to the integrity, reputation, business or goodwill of the company and its present, former and future Representatives, or any of the present, former and future products and services offered thereby.

10.2 The Contractor agrees that any breach of the provisions of Section 12.1 by it or its Representatives, successor and assigns would result in irreparable and material injury and damage to the company, including the business and goodwill of the company, for which Allinners would have no adequate remedy at law. The Contractor therefore also agrees that in the event of a said breach or any threat of breach, the company shall be entitled to specific performance and/or an immediate injunction and restraining order to prevent such breach or threatened breach by the Contractor and any and all entities acting for or with the Contractor without having to prove damages or paying a bond, in addition to any other remedies to which Company may be entitled at law or in equity. The provisions of this Section 12.2 shall not prevent the company from pursuing any other available remedies for any breach or threatened breach hereof, including the recovery of damages from the Contractor. The Contractor agrees that it shall not plead sufficiency of damages as a defense in the proceeding for such injunctive relief.

 

11. GENERAL

11.1 This Agreement, including the Schedules (A, B, C & D) hereto, constitutes the entire agreement concerning the subject matter between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto unless expressly referred to in this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement. This Agreement cannot be amended or supplemented except by a written agreement executed by the Parties.

 

11.2 Any notice, direction or other instrument required or permitted to be given under this Agreement shall be in writing and may be given by sending the same by email, in each case addressed as follows:

(a) in the case of the Company:

ALLINNERS LLC

Attention: Fabio Gallerani, CEO

Email: Finance@allinners.com

 

(b) in the case of the Contractor:

Attention: Irene Flaborea

Email: irene.ls.flaborea@gmail.com

Any notice, direction or other instruments shall be deemed to have been given and received on the business day following the day it was so sent. Either Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 11.2.

11.3 Each Party shall from time to time execute and deliver such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

11.4 The Company may assign any or all of its rights and duties under this Agreement at any time and from time to time without the consent of the Contractor. The Contractor may not assign any of its rights or duties under this Agreement without the prior written consent of the Company.

11.5 This Agreement shall ensure to the benefit of the Parties and their respective heirs, representatives, administrators, successors and permitted assigns.

11.6 If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be wholly or partially invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and this Agreement shall be interpreted as if the invalid provision had not been a part of this Agreement.

11.7 The failure of either Party to insist upon strict performance of any of the terms and conditions of this Agreement or to exercise any of its rights under this Agreement at any time shall not be deemed a waiver of any rights or remedies that either Party has and shall not be deemed a waiver of any subsequent breach of the terms and conditions of this Agreement.

11.8 Unless otherwise expressly stated in this Agreement, all amounts are in the lawful currency of the European union "euro".

11.9 In this Agreement, unless something in the subject matter or context is inconsistent therewith:

(a) the singular of any term includes the plural, and vice versa, the use of any term is equally applicable to any gender and, where applicable, a body corporate, the word "or" is not exclusive and the word "including" is not limiting (whether or not non-limiting language is used with reference thereto);

(b) a reference to a person includes a company or other entity constituting a legal person; and

(c) the words "written" or "in writing" include printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception including telex, telegraph or telecopy.

11.10 The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

11.11 Each of the Parties acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that is has either done so or waived its right to do so in connection with entering into this Agreement.

 

12.   DISPUTES

12.1 The existence of a dispute of any form does not in any way excuse a Party from the performance of this Agreement, including, but not limited to, the payment of any undisputed sums or the undisputed portion of any sum due and payable under this Agreement.

12.2 This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Sharjah and the applicable federal laws of the United Arab Emirates. The Parties agree to submit to the exclusive jurisdiction of the Sharjah Courts in case of any dispute or difference arising out of or in connection with the formation, performance, interpretation, nullification, termination or invalidation of this Agreement, provided always that the company has the option but not the obligation to bring any action against the Freelancer in any other jurisdiction. irrevocably attorns to the non-exclusive jurisdiction of such courts.

 

In Witness Whereof the Parties have executed this Agreement on the date first above written.

 

 

 

 

Schedule A

Particulars

	The Company	Allinners LLC, TRN number 100476759400003, fiscal address Office 10, Level 1 Sharjah Media City Sharjah 487177, United Arab Emirates.
	Trade Licence or Commercial Licence Number	1803755.01
	Address for Notices	Finance@allinners.com
	Contractor	, Fiscal Code , fiscal address .
	Address for Notices
	Services	Coaching Services as more specifically described in Schedule B.
	Payment Notice Period	means 7 days immediately after the receipt of an undisputed invoice from the Contractor accompanied by a receipt acknowledging the company’s acceptance that the Services have been delivered to the Standard in accordance with Clause 3.
	Penalties	details of which are provided in the List of Penalties in Schedule D.
	Commencement Date	The date of this Agreement.
	Expiry Date	31/3/2022
	Termination Notice	means a notice from the company to the Contractor, in writing, terminating this Agreement, in accordance with Clause 5.2 with at least 30 days’ notice.

 

 

 

SCHEDULE "B"

SCOPE OF SERVICES AND COACH DUTIES

The Services:

The Parties agree that the Services to be rendered by the Contractor may include the duties attributable to the Master SMC program, as such duties, shall be assigned by the Company to the Contractor from time to time, including:

1. Conduct Group Coaching Sessions scheduled with the company (see schedule C).
2. The length of each Coaching Session must be no less than 60 minutes and must not exceed 120 minutes in order to be qualified as an Eligible and Payable Coaching Session.
3. No Coaching Session Fee is payable to any session that violated the prescribed time restriction as per “2” above.
4. The Contractor should be punctual professional and professionally dressed at each Coaching session. When either the Contractor is unable to attend a Coaching Session, the contractor should make a reasonable effort to advise the company with at least 72 hours notice.
5. The Contractor is required to use Zoom (or other recording tools pre-approved by the Company) to record each Coaching Session.
6. All Coaching Session Recordings must be uploaded to the google drive of the company within 24 hours after the completion of each session.
7. The Company will not pay and will not be responsible for any extra Coaching Sessions beyond the sessions agreed with the contractor mentioned in schedule C.
8. The content discussed between the Contractor and the Students during the Coaching Session must be kept in confidence, with the exception that the Company and its authorized personnel have the right to review, audit, and evaluate the Coaching Session Recordings for quality assurance and compliance purposes.
9. The contractor agrees to be present in the Slack Group “Master SMC” to create engagement and facilitate interactions.
10. The contractor agrees to be present in the Slack channel for any clarification questions that can arise from the students during the week of its coaching session.

Link of the Slack Group: https://join.slack.com/t/slack-qov9265/shared_invite/zt-117sdb1s2-UTvywihueHS~L62MFxBnOQ

The above Scope and Duties are not an exclusive list. The Company has the right to expand, modify or remove the above from time to time as it sees fit.

 

 

SCHEDULE "C"

FEE SCHEDULE

The Fee shall be equal to the services and for the Eligible Coaching Session (as defined below) as a result of the Services provided by the Contractor, less any Reclaimed Amount and unapproved expenses ("Net Fee Payable").

 

Services and fees:

Group Coaching Sessions: 100 euro/session

 

• Service N°1

4 Sessions in the Master SMC program

The rate for 4 group coaching sessions is 400 euro (four-hundred-euro)

Session #1 on Thursday, January 20th, 2022 at 21:00 hrs

Session #2 on Thursday, February 10th, 2022 at 21:00 hrs

Session #3 on Thursday, March 3rd, 2022 at 21:00 hrs

Session #4 on Thursday, March 24th, 2022 at 21:00 hrs

The company agrees to pay such Fee as soon as the contractor completes the above-mentioned services.

 

The above represents the current fee schedule set out as at the effective date of this Agreement. The Company has the right to expand, modify or remove the above from time to time as it sees fit.

SCHEDULE "D"

LIST OF PENALTIES

 

Disappearing and not reporting for more than 72 hours:

 

1^st time: Written Warning

2^nd time: Penalty of 1000 euro

3^rd time: Penalty of 2000 euro

4^th time: Termination of agreement

Selling third parties products to the company’s clients

Immediate Legal Action and request of economic compensation for irreparable damages to the company

Selling private coaching sessions to the company’s clients

Immediate Legal Action and request of economic compensation for irreparable damages to the company

Data Breach for not protecting sensitive data of customers:

Immediate Termination of The Agreement

Downloading database files from the CRM Mailing List or customer data without permission:

Immediate Legal Action and request of economic compensation for irreparable damages to the company

Selling data to third parties without written authorization from Allinners LLC:

Immediate Legal Action and request of economic compensation for irreparable damages to the company

Personal Data loss or Social Media account hacked:

Immediate Termination and damage request from The company.

 

 

 

Signatures

 

Signed for and on behalf of the Freelancer:		Signed for and on behalf of the Company: