CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of the day and time it is accepted digitally by the Customer on any of Execute Your Intentions, LLC’s (“the Consultant”) websites, connected subdomains and/or brands. The agreement is made between Execute Your Intentions, LLC, and the person or legal entity accepting and/or paying for the product or service offered by Execute Your Intentions, LLC, (the “Customer”).  

In consideration of the mutual covenants contained herein, Execute Your Intentions, LLC and the Customer (each a “Party”; together as the “Parties”) hereby agree as follows:

1. Scope of Work.  In consideration of Customer’s payments under this Agreement, Execute Your Intentions, LLC shall perform in accordance with the terms of this Agreement the services of Consulting via Mastermind and/or Virtual Training with the goal of increasing the Customer's business performance.

2. Term and Termination.  The initial term of this Agreement shall begin on the date of the execution affixed above and shall remain in effect for one year thereafter. Either party shall have the unlimited right to terminate this Agreement by giving thirty (30) days written notice to the other party.  In such event, Execute Your Intentions, LLC shall be entitled to the portions of the Fee earned and (as defined below) incurred as of the effective date of termination.

3. Execute Your Intentions, LLC’s Fee.  In consideration of Execute Your Intentions, LLC’s performance of the Scope of Work in accordance with this Agreement, Customer shall pay Execute Your Intentions, LLC a fee (the “Fee”) determined in accordance with the Professional Fee Schedule below: 

Current funds fee structure is as follows:

One Time Payment:

One time payment listed on the Execute Your Intentions, LLC website and/or connected subdomain or brand domain where and when this Consulting Agreement between Execute Your Intentions, LLC and Customer is accepted digitally by the Customer.

Multiple Payment Plan:

Multiple payments listed on the Execute Your Intentions, LLC website and/or connected subdomain or brand domain where and when this Consulting Agreement between Execute Your Intentions, LLC and Customer is accepted digitally by the Customer.

Taxes.  Unless otherwise provided in Exhibit A, the Fee includes the amount of any sales, use, excise, or other similar tax applicable to the performance of the Scope of Work (“Tax”).

4. Independent Contractor Relationship. The parties intend that an independent contractor relationship will be created by this Agreement.  Customer is interested only in the results of Execute Your Intentions, LLC’s work and shall not exercise any control over the conduct or supervision of the Scope of Work or the means of its performance. Execute Your Intentions, LLC shall have full responsibility for the payment of all federal, state and local taxes and contributions, including penalties and interest, imposed pursuant to unemployment insurance, social security, income tax, workers’ compensation or any other similar statute.

5. Disclosure of Execute Your Intentions, LLC’s Information. Customer acknowledges that certain of Execute Your Intentions, LLC’s valuable, confidential and proprietary information may come into its possession.  Accordingly, Customer agrees that all such information furnished to the Customer by Execute Your Intentions, LLC shall remain the exclusive property of Execute Your Intentions, LLC, and agrees to hold all information it obtains from or about Execute Your Intentions, LLC in strictest confidence, not to use such information other than for the performance of the Agreement, and to cause any of its employees or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which it is bound.  Customer shall not communicate Execute Your Intentions, LLC’s information in any form to any third party without Execute Your Intentions, LLC’s prior written consent.  In the event of any violation of this provision, Execute Your Intentions, LLC shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any other rights or remedies to which Execute Your Intentions, LLC may be entitled.

6. Disclosure of Other Mastermind and/or Virtual Training Participant's Information. Each Customer (Mastermind and/or Virtual Training Participant) acknowledges that certain of the other Mastermind and/or Virtual Training Participant’s valuable, confidential and proprietary information may come into its possession.  Accordingly, each Mastermind and/or Virtual Training Participant agrees that all such information furnished to the other Mastermind and/or Virtual Training Participants by it shall remain the exclusive property of the disclosing Mastermind and/or Virtual Training Participant, and agrees to hold all information it obtains from or about that Mastermind and/or Virtual Training Participant in strictest confidence, not to use such information other than for the performance of the Agreement, and to cause any of its employees or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which it is bound.  Neither Mastermind and/or Virtual Training Participant shall communicate the other’s information in any form to any third party without the other Mastermind and/or Virtual Training Participant's prior written consent.  In the event of any violation of this provision, the disclosing party shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any other rights or remedies to which that Mastermind and/or Virtual Training Participant may be entitled.

8. No Warranties and Limitation of Liability.  Except as expressly set forth herein, the work product delivered to Customer pursuant to the Scope of Work is delivered and accepted by Customer without any warranty whatsoever, including but not limited to, any warranty as to results, fitness for a particular purpose or otherwise.  The parties acknowledge and agree that in no event shall Execute Your Intentions, LLC’s liability arising in connection with the performance of this Agreement or the use of the work product delivered to Customer pursuant to the Scope of Work completed pursuant hereto exceed the amount of the Initial Fee paid to Execute Your Intentions, LLC for the performance of the Scope of Work.  In no event shall either party be liable to the other for incidental, consequential, special, indirect, or other similar damages suffered in connection with this Agreement or any Scope of Work. Customer agrees to indemnify and hold Execute Your Intentions, LLC harmless for any and all damages and liabilities whatsoever including reasonable attorneys’ fees, in excess of the limitation set forth in this Section 8. 

9. Liability Waiver and Acknowledgement of Risk.  I understand and agree that in participating in any Mastermind and/or Virtual Training, movement class or workshop that there is a possibility of physical injury. I voluntarily agree, therefore, to assume all risks and responsibility for any such injury or accident, which might occur to me or during the movement portion of any Mastermind and/or Virtual Training, movement class or workshop. I also exempt, release, and indemnify Execute Your Intentions, LLC, its owners, volunteers, assistants, employees, guest artists, faculty members, etc. from any and all liability claims, demands, or causes of actions whatsoever from any damage, loss, injury, to me, in connection with participation in any Mastermind and/or Virtual Training, class or workshop offered by Execute Your Intentions, LLC. I understand that I should be aware of my physical limitations and agree not to exceed them.

10. Earnings Disclaimer.  Customer understands that there can be no assurance that any prior successes, or past results in income earnings, can be used as an indication of Customer’s future success or results. Customer acknowledges monetary and income results are based on many factors. Execute Your Intentions, LLC does not guarantee or imply that Customer will get rich, that Customer will do as well, or that Customer will make any money at all, especially if Customer does not do the work that is asked of Customer or if Customer ignores any other advice presented to Customer. Execute Your Intentions, LLC’s products and services may have unknown risks involved, and are not suitable for everyone. Making decisions based on any information presented in Execute Your Intentions, LLC products, services, or web site, should be done only with the knowledge that Customer could make no money at all. All products and services by Execute Your Intentions, LLC are for educational and informational purposes only. Customer agrees that Customer is solely responsible for doing Customer’s own due diligence when it comes to making business decisions and all information, products, and services that have been provided should be independently verified by Customer’s own qualified professionals including checking with Customer’s accountant, lawyer or professional advisor, before acting on this or any information. Execute Your Intentions, LLC’s information, products, and services should be carefully considered and evaluated, before reaching a business decision, on whether to rely on them. Customer agrees that Execute Your Intentions, LLC is not responsible for the success or failure of Customer’s business decisions relating to any information presented by Execute Your Intentions, LLC, or Execute Your Intentions, LLC’s products, services, affiliates, consultants or partners.

11. Ownership of Documents.  Customer agrees that all formulae, processes, machines, compositions of matter (or improvements thereof), computer programs, know-how, discoveries, techniques, drawings, specifications, renderings and all other documents, data and materials (“Materials”) in any way related to the Scope of Work produced by Execute Your Intentions, LLC for Customer pursuant to this Agreement shall be the sole property of Execute Your Intentions, LLC. Execute Your Intentions, LLC will also retain ownership of any final work product produced pursuant to a valid Scope of Work to this Consulting Agreement.

12. General Media Release. Customer hereby expressly grants to Execute Your Intentions, LLC and to its officers, employees, agents, and assignees the right to use photographs, video, text and/or audio impressions (including over the internet) of Customer recorded by Execute Your Intentions, LLC during any Mastermind and/or Virtual Training session, including but not limited to in person events, digital events, phone calls, video sessions, screen sharing sessions, online chat groups, emails and other written communication, and to use the photographs and Customer’s voice and picture, silhouette, and other reproductions of physical likeness and class-related work (including any still image, videotaped image, CD-ROMs, DVDs and/or other analog or digital means), in connection with or as part of any presentation, program, publication, product, transmission, or other professional endeavor in which the same may be used or incorporated, and also in the advertising, and/or publicizing of any such analog or digital works or their content, in perpetuity. Customer understands these images / sounds may be used for commercial, educational, or informational purposes. Customer agrees that Execute Your Intentions, LLC shall exclusively own, jointly and severally, all rights, title and interest, including copyright in, and to, the complete set of original recordings, with worldwide rights. Execute Your Intentions, LLC shall have the right, for any purpose, to use, adapt, change, delete from or add to such form and content, to combine all or any part of these original recordings with others, and to use, distribute, advertise, market and otherwise exploit any and all of the foregoing in any manner and in any medium, as Execute Your Intentions, LLC shall determine in its sole discretion. Customer agrees to cooperate with Execute Your Intentions, LLC, at its expense, in all further actions, which Execute Your Intentions, LLC deems necessary or desirable to confirm, register, protect or enforce Execute Your Intentions, LLC’s rights in and to such recordings. Customer waives all rights of copyright or ownership which Customer might otherwise have in or to any of the products in which Customer’s image, likeness or voice appears, and Customer agrees to assign, and do hereby assign, to Execute Your Intentions, LLC any such right, title, and interest in and to any such products. Customer agrees to execute all documents deemed necessary or desirable by Execute Your Intentions, LLC in connection therewith. Customer waives all rights of copyright or ownership in or to the resulting commercial or educational and informational materials in which Customer appears, and acknowledges no monetary or other compensation is provided in exchange for waiving this right. Customer also agrees to allow all forms of distribution of any materials that accompany the images or Customer’s voice.

13. Standard of Performance.  The Scope of Work shall be performed in a good and workmanlike manner in accordance with the standards of Execute Your Intentions, LLC’s profession and such other accepted standards as may be applicable to the work product delivered to Customer pursuant to a Scope of Work of this kind.

14. Assignment.  This Agreement shall inure to the benefit of and be binding upon each of the parties and their respective successors and assigns, but neither the rights nor the duties of either party under this Agreement may be voluntarily assigned or delegated without the prior written consent of the other party, except either party may assign part of its rights and delegate its duties under this Agreement to a wholly-owned subsidiary.

15. Section Headings.  All section headings and captions used in this Agreement are purely for convenience and shall not affect the interpretation of this Agreement.

16. Exhibits.  All exhibits described in this Agreement shall be deemed to be incorporated in and made a part of this Agreement, except that if there is any inconsistency between this Agreement and the provisions of any exhibit, the provisions of this Agreement shall control.  Terms used in an exhibit and also used in this Agreement shall have the same meaning in the exhibit as in this Agreement.

17. Applicable Law.  This Agreement shall be governed by and interpreted in accordance with the laws of Texas, and the parties submit to the jurisdiction of any appropriate court within Texas for adjudication of disputes arising from this Agreement.

18. Modification.  Except as otherwise provided, this Agreement shall not be modified except by written agreement signed on behalf of Customer and Execute Your Intentions, LLC by their respective authorized officers.

198. Exclusive Agreement.  This Agreement supersedes all prior understandings, representations, negotiations and correspondence between the parties, constitutes the entire agreement between them with respect to the matters described, and shall not be modified or affected by any course of dealing, course of performance or usage of trade.  No purchase order, invoice or similar document shall be construed to modify any of the terms of this Agreement, unless the document (a) is signed by both Parties and (b) expressly refers to this Section 19 and to all provisions of this Agreement that the Parties intend to modify.

20. Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.

21. Waiver.  The failure of either party at any time to require performance by the other of any provision of this Agreement shall in no way affect that party's right to enforce such provision, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.

22. Survival.  The provisions of this Agreement which by their nature extend beyond the expiration or earlier termination of the Agreement will survive and remain in effect until all obligations are satisfied.  Specifically, the obligations to indemnify shall survive this Agreement.  

23. Further Assurances.  Each party agrees that it will take such actions, provide such documents, do such things and provide such further assurances as may reasonably be requested by the other party during the Term of this Agreement.  

24. This Agreement will be considered fully executed by Customer when agreed to digitally by Customer placing a mark in an indicated location on any of Execute Your Intentions, LLC’s websites, connected subdomains and/or brand domains and/or connected digital contract documenting services and by Customer paying in full or part for the product or service offered by Execute Your Intentions, LLC.

25 Notices.  All notices, approvals, requests, consents and other communications given pursuant to this Agreement shall be in writing and shall be effective when received by email addressed as follows:

If to Execute Your Intentions, LLC:

Execute Your Intentions, LLC

kinga@executeyourintentions.com

Attn: Execute Your Intentions, LLC

If to Customer:

Customer name on record with Execute Your Intentions, LLC

26. Validity of Agreement.  This Agreement shall not be valid nor binding upon Execute Your Intentions, LLC unless it shall have been executed by an authorized signatory of Execute Your Intentions, LLC and approved by its Legal Department.

IN WITNESS WHEREOF, the parties have agreed to this Agreement on the date and time accepted digitally by Customer placing a mark or accepting the terms in an indicated location on any of Execute Your Intentions, LLC’s websites, connected subdomains and/or brand domains and/or connected digital contract documenting services and by Customer paying in full or part for the product or service offered by Execute Your Intentions, LLC.