AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for Professional Services (this “APS”) is entered into and effective as of the date set forth in the below signature block by and between the Client listed above and Dr. Nancy Li International LLC, a Wyoming limited liability company with an address of 182 Princeton Street, Boston, MA 02128 (“Coach”). Client and Coach are collectively referred to herein as the "Parties", or individually as “Party”. As used in this APS and in any document incorporated into the Agreement by reference, “Agreement” means this APS, attached Terms and Conditions, Coaching Rules and Policies, and other documents referred to herein by reference.
NOW, THEREFORE, in consideration of the mutual covenants and promises made and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms of this Agreement.
Terms and Conditions
Schedule A – Statement of Coaching Services
Schedule B – Refund Policy
Schedule C - Amendments, waivers, discharges, or modifications
Exhibit A – Coaching Rules and Policies
BY SIGNING THIS AGREEMENT, CLIENT ACKNOWLEDGES AND REPRESENTS THAT PRIOR TO ITS EXECUTION OF THIS AGREEMENT, HE/SHE HAS FULLY READ AND UNDERSTAND (A) THIS APS, (B) ATTACHED TERMS AND CONDITIONS, (C) ATTACHED COACHING RULES AND POLICIES, AND (C) ALL OTHER REFERENCED SCHEDULES AND EXHIBITS ATTACHED HERETO, AND AGREES THAT THE TERMS AND CONDITIONS, COACHING RULES AND POLICIES, AND ALL OTHER ATTACHED SCHEDULES AND EXHIBITS REFERRED TO AND INCORPORATED INTO THIS AGREEMENT ARE A PART OF THIS AGREEMENT AS IF SET FORTH HEREIN IN THEIR ENTIRETY.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below.
TERMS AND CONDITIONS
1. DEFINITIONS. For purposes of this Terms and Conditions, the following terms have the following meanings:
“Affiliates” means the Coach’s employees, assistant coaches, officers, agents, independent contractors, service providers, sublicensees, and subcontractors.
“Client” has the meaning specified in the Agreement.
“Coach” has the meaning specified in the Agreement and includes its Affiliates.
“Coaching Fee Schedule” means the Coach’s current fee schedule to provide Coaching Services and payment instructions as specified in the Statement of Coaching Services, as set forth in Schedule A.
“Coaching Rules and Policies” means the rules and policies that are applied to the Client to receive Coaching Services, as set forth in Exhibit A.
“Coaching Services” means the coaching services provided to the Client by the Coach, as specified in the Statement of Coaching Services, as set forth in Schedule A.
“Dissolution” means (a) a voluntary termination of the Coach’s operations; (b) a general assignment for the benefit of the Coach’s creditors; or (c) a liquidation, dissolution or winding up of the Coach (other than a Corporate Transaction), whether voluntary or involuntary.
2. SERVICES. Coach shall provide Coaching Services to Client. Client acknowledges and covenants that its right to receive Coaching Services from Coach is subject to the Coaching Rules and Policies. From time to time, Client and Coach may agree to include additional services to the initial Coaching Services. Additional Coaching Services shall be deemed issued and accepted upon written consent from both Parties and attached to this Agreement as Schedule C.
3. FEES AND EXPENSES. In consideration of the provision of Coaching Services by Coach, Client shall pay the fees set out in Coach’s Fee Schedule. Payment to Coach of such fees and the reimbursement of expenses pursuant to this Section 2 shall constitute payment in full for the performance of the Coaching Services. Unless otherwise provided in the applicable Statement of Coaching Services, said fee will be payable within seventy-two (72) hours upon execution of this Agreement by Client. Client shall reimburse Coach for all reasonable expenses incurred in accordance with the Statement of Coaching Services, within five (5) business days of receipt by the Client of an invoice from Coach accompanied by receipts and reasonable supporting documentation. All late payments shall bear interest at the lesser of (a) the rate of 15% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Coach for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Coach does not waive by the exercise of any rights hereunder), Coach shall be entitled to suspend the provision of any Coaching Services if the Client fails to pay any amounts when due hereunder and such failure continues for seventy-two (72) hours following written notice thereof.
4. TERM; TERMINATION.
a. This Agreement shall commence upon the date of signing and shall continue in effect until Client received a job offer. Client has the option to extend the services if the Extension Requirements are satisfied.
b. Coach may terminate this Agreement at any time and without cause by providing written notice to Client. Upon termination pursuant to this Section 4(b), Client is only entitled to a refund of fees on a pro-rata basis for any Coaching Services not yet rendered up to and including the date of such termination.
c. Unless prohibited by Statement of Coaching Services, Client may terminate this Agreement without cause by providing written notice to Coach within seven (7) calendar days starting from the date of signing (“Dissatisfaction Termination”). Subject to the Refund Policy, upon receipt of a timely Dissatisfaction Termination pursuant to this Section 4(c), Coach may return all or any part of already paid fees back to Client.
d. Other than a Dissatisfaction Termination, Client may terminate this Agreement only in the event of Dissolution and by written notice to Coach. Client acknowledges that termination pursuant to this Section 4(d) is not entitled to any refund of fees already paid for Coaching Services.
e. The rights and obligations of the Parties set forth in this Section 4, Section 5, Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, Section 15, Section 16, Section 17, Section 20, Section 21, and Section 22, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
5. RELATIONSHIP BETWEEN PARTIES. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Coaching Services by Coach shall be under its own control, Client being interested only in the results thereof. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the provision of the Coaching Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
6. PERFORMANCE WARRANTY. Coach, including its Affiliates, shall use its reasonable best efforts to teach and coach Client, and will perform those services with a high degree of care, skill, diligence, professional knowledge, judgment, and expertise according to sound work practices and accepted professional and industry standards, in a well-managed, organized, and efficient manner. There can be no guarantee that Client will be satisfied with the results of Coach’s performance, or that any particular results will be achieved by Client, even if communicated to Coach. Coach is not a placement service, and does not place job candidates. Accordingly, Coach cannot guarantee that a Client will obtain a job, or will otherwise achieve specific goals, even if Coach is made aware of them when rendering Coaching Services. If Client is dissatisfied with Coach’s performance under this Agreement, Client’s sole remedy is to terminate this Agreement in accordance with Section 4(c) or 4(d) of this Agreement.
7. LIMITED WARRANTY. The warranty provided above is the exclusive warranty given by Coach and supersedes any prior, contrary or additional representations, whether oral or written. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. CONFIDENTIALITY. Each Party (the “Receiving Party”) shall hold in trust for the other party hereto (the “Disclosing Party”), shall not disclose to any person, firm or entity other than the Receiving Party’s employees and agents who have a need to know such information in order to perform the Coaching Services, and shall not use in any way detrimental to the Disclosing Party, any confidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting the generality of the foregoing, “Confidential Information” includes any and all information relating to the Disclosing Party’s products, services, research, development, trade secrets, marketing and business plans, strategies, customers, suppliers, employees, agents, management and personnel, but does not include information in the public domain other than by reason of a breach of this Agreement. In the event the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver prompt written notice to the Disclosing Party and shall cooperate with the Disclosing Party’s attempts to obtain a protective order or other similar protection for the Confidential Information.
9. LIMITATION OF LIABILITY. Coach, including its Affiliates, shall not be liable to Client on account of any injuries or damages or losses sustained in performance of Coaching Services. Client shall indemnify and hold Coach, including each of its Affiliates, harmless from all liability related to the performance of contracted services. Neither party shall be liable to the other party for any special, indirect, incidental or consequential damages including, without limitation, damages for lost profits, or costs of procurement of substitute goods or services, arising out of his Agreement. Except as otherwise specifically set forth herein, Coach’s total liability to Client under or in connection to this Agreement for Coach’s performance of the Coaching Services required hereunder shall not exceed the amounts paid or payable to Coach hereunder; provided however, that the foregoing limitation of liability shall not apply to the willful misconduct of Coach. Any action against Coach arising out of, resulting from, or related to the performance or breach of this Agreement shall be filed not later than three (3) months after the cause of action has accrued. Coach assumes no responsibility for errors or omissions that may appear in any of the program materials.
10. OWNERSHIP OF COACH’S INTELLECTUAL PROPERTY. Coach alone shall own all right, title and interest, including all related intellectual property rights such as copyright throughout the world and moral rights, to all course materials, manuals, documents, memoranda, materials, Web content, artwork, graphics and other work product created or developed by Coach in the course of providing Coaching Services for Client (“Course Materials”). Coach grants to Client a non-exclusive, non-transferable, non-licensable right to use Course Materials only to the extent necessary for Coach to provide Coaching Services under this Agreement. Client has no right or license to reproduce, duplicate, license, sub-license, or create derivative works of any Course Materials. All other rights in and to the Course Materials are expressly reserved by Coach. Client has no right or license to use Coach’s trademarks, service marks, trade names, logos, symbols, or brand names.
11. INFORMATION SUBMITTED BY CLIENT. Coach alone shall own all right, title and interest, including all related intellectual property rights such as copyright throughout the world and moral rights, to materials, data and/or information created and/or submitted by Client to Coach, including but not limited to testimonials, stories and personal experiences (“Client Content”). By submitting Client Content to Coach during or in connection with the provision of Coaching Services, Client automatically grants, and warrants, that Client or the creator and/or owner of such Client Content has expressly granted Coach and/or its Affiliates the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, publish, translate, sublicense, copy and distribute such Client Content in whole or in part worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such Client Content, without compensation of any kind or Client or the creator or owner of such Client Content. Client acknowledges that Coach’s use of the Client Content may include his/her likeness through video or audio recordings. Coach covenants that it will use a pseudonym in connection with Client Content and shall not directly attribute Client Content to the Client without his/her express written permission.
12. NON-DISPARAGEMENT. Client agrees and covenants that he/she will not, at any time, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning Coach’s products or services, and existing and prospective customers, clients, investors, and other associated third parties, or make any maliciously false statements about Coach or its Affiliates.
13. AMENDMENTS. With the exception to the Exhibits attached to this Agreement, as provided by Section 14 of this Agreement, this Agreement, including these Terms and Conditions and Schedules, may be amended, waived, discharged, or modified only by an instrument in writing signed by both Parties and attached to this Agreement as Schedule C. Any amendments and modifications, in writing, signed by both parties, and attached as Schedule C, shall be integrated as part of this Agreement.
14. EXHIBITS. Client acknowledges that the Exhibits to this Agreement are for Client’s informational purposes and may be subject to change by Coach. Coach reserves the right to update or make any changes to the Exhibits. Coach shall provide Client, within five (5) business days, any and all changed, modified, or updated Exhibits. Client covenants and agrees to the changes, modifications, and updates of the Exhibits upon Coach’s proper delivery pursuant to Section 15, and shall be incorporated into this Agreement.
15. NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the email addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by email, unless stipulated otherwise on the first page of this Agreement. Except as otherwise provided in this Agreement, a Notice is effective only upon receipt by the receiving party.
16. SUCCESSORS AND ASSIGNS. Coach may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of Coach. This Agreement shall inure to the benefit of Coach and permitted successors and assigns. Client may not assign this Agreement or any part hereof. Any purported assignment by Client shall be null and void from the initial date of purported assignment.
17. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
18. INTEGRATION. This Agreement embodies and contains the entire Agreement and understand of the Parties and shall be binding upon and inure to the benefit of and be enforceable by their respective heirs, legal representatives, successors, and assigns.
19. SEVERABILITY. If one or more provisions within this Agreement, including these Terms and Conditions, are held to be unenforceable under applicable law, such provisions will be excluded from this Agreement or these Terms and Conditions and the balance of this Agreement or these Terms and Conditions will be interpreted as if such provisions were so excluded and this Agreement, including these Terms and Conditions, will be enforceable in accordance with its terms.
20. ARBITRATION. In the event a dispute arises under this Agreement, the Parties shall confer with all reasonable dispatch and endeavor to arrive at a solution; failing agreement, the dispute shall be submitted to a single arbitrator either agreed to by the Parties, or appointed by the American Arbitration Association, who shall decide the dispute under the rules of the American Arbitration Association; and any decision by an arbitrator shall be final and binding upon both Parties.
21. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING THESE TERMS AND CONDITIONS, SCHEDULES, AND EXHIBITS ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THESE TERMS AND CONDITIONS, SCHEDULES, AND EXHIBITS ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
22. GOVERNING LAW; JURISDICTION AND VENUE. This Agreement, for all purposes, shall be construed in accordance with the laws of Massachusetts without regard to conflicts-of-law principles. Any action or proceeding by either Party to enforce this Agreement shall be brought only in any state or federal court located in the Commonwealth of Massachusetts, Suffolk County. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
STATEMENT OF COACHING SERVICES
PROGRAM NAME: Product Manager Accelerator Program
7-Day Money Back Guarantee: We want you to be satisfied with your purchase but we also want you to give your best effort to apply some of the game-changing strategies you’ll learn in the Program. We offer a 7-day refund period for purchases. In the event that you decide your purchase was not the right decision, within 7 days of your first payment, contact our support team at [email protected] and let us know you’d like a refund by the 7th day at 11:59PM EST. Coach may modify its refund policy at any time, with or without specific notice to Client; provided, however, that the published refund policy in effect at the time of Client’s enrollment shall apply to such enrollment period despite any subsequent change in the policy.
If a resume review session has been conducted before the refund is requested, you will be charged $350 for the resume review fee.
The application fee of $200 is not refundable. It will be deducted from the total refund.
Notes about our refund policy: Within the first 7 days from the original date of the start of services, you can request a refund. No refunds will be given after 7 days from the original date of the start of services. After day 7, all payments are non-refundable and you are responsible for full payment of the fees for the program regardless if you use the information.
Discretionary refunds. All refunds are discretionary as determined by COACH. If Client downloads any or all materials, special deals/discounts and/or coaching appointments, Coach reserves the right to deny Client’s request. Why? Our generous refund policy was built to give people the opportunity to see if the Coaching Program is a good fit for their business.
(Amendments, waivers, discharges, or modifications)
COACHING RULES AND POLICIES
Coach shall be solely responsible for determining the method, details and means of performing the Services. Coach may, at Coach’s own expense, employ or engage the services of such employees, contractors, partners or agents, as Coach deems necessary to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of the Client, and Coach shall be wholly responsible for the professional performance of the Services by the Assistants such that the results are satisfactory to the Client.
Client acknowledges that Services is developed for strictly coaching purposes ONLY. Client accepts and agrees that Client is 100% responsible for their progress and results from the Services. Coach makes no representations, warranties or guarantees verbally or in writing. Client understands that because of the nature of the services and extent, the results experienced by each Client may significantly vary.
Client also agrees that Coach is not held responsible for any action, content or subsequent advice of any recommendations of any 3rd parties’ product or service by Coach to the Client.
Alumni Contributed Content
All of Dr. Nancy Li's live training will be recorded, stored, and shared with all the alumni in the PM Accelerator program including the past, present, and future alumni. The recordings may show your face and voice, if you decide to participate in the live training. Alumni contributed content includes, but is not limited to, interview questions and answers, employer/recruiter/hiring manager contact information, alumni events & knowledge sharing, and so on. You shall (1) give the right to Dr. Nancy Li International LLC to share the raw and edited recordings, texts and alumni contributed content with the PM Accelerator Alumni network; (2) not disclose any personal information that you do not wish to share with the alumni network.