BACKGROUND AND PURPOSE

Company is in the business of providing Business Coaching services and Client desires to retain Company to provide such services according to the following legally binding terms and conditions:


TERMS AND CONDITIONS

1. Services to be Provided.

We will provide you with the following services under our (the “Services”):


(90) Minute Initial Strategy Session
Creation of Savvy Success Plan

90 Minute Virtual Session
Strategic Mapping of Client Vision, Mission, Goals
Determine Milestones, Priority Projects, and Metrics
90 Day Action Plan
This session is ONLY offered for FIRST month of service

Operations Support
Up to 20 Hours of Monthly Operations Support customized to fit your unique business needs including but not limited to;
Project & Team Management
Systems Building & SOPs
Monitoring Metrics
KPI Set Up & Tracking
Identifying & Hiring Team Members
Offer Launch Strategy & Support

Private Voxer Access
Private communication channel for access to your Virtual COO
Monday - Friday
10am - 4pm EST

Monthly Check In/Strategy Touch Point
60 Minute Monthly Touch Point
Review of Progress, Milestones, and Updates


In the event that your needs change, and additional services become required, you agree and acknowledge that we will enter into a written addendum to this Agreement. Additional fees will be required for any additional services.


2. Payment, Fees, and Expenses.

Monthly Retainer. You agree to pay $2,000.00 (“Monthly Retainer”) on the 1st day of each month (“Due Date”) for COO services under this Agreement.

All payments are deemed earned and non-refundable at the time in which they are paid.


Automatic Payments. If client elects to use automatic payment feature via our invoicing software The Monthly Retainer will be automatically charged and processed on the Due Date via our invoicing software. You must maintain a card on file with us during the duration of this Agreement.


Missed or Failed Payments. If you miss a payment, do not pay on the agreed Due Date, or we are unable to process your payment, we may immediately terminate this Agreement. If your missed or unprocessed payment results in merchant fees, bank fees, or fees of any kind to the Company, you will be responsible for payment of such fees.


Additional Expenses. You will be responsible for any additional expenses that may be incurred as it relates to the implementation of recommended business strategies. This includes, but is not limited to, equipment, software, and third-party services. Should additional expenses be required and are not paid for by Client prior to the expense being made, COO will provide receipts and request for reimbursement. All reimbursements shall be made on the next billing cycle.

3. Term.

This Agreement will commence on the Effective Date and will continue for 12 months (“Term”) unless terminated on an earlier date. If the parties choose to extend the engagement, a written addendum that includes the new Term to this Agreement will be entered into.

4. Client Responsibilities.

Onboarding Information. You agree to cooperate with COO to provide all information and materials necessary for COO to complete the Services. At a minimum, you agree to provide the following:

Completed onboarding questionnaire

Login information for all accessed portals (via Lastpass, questionnaire or shared password portal) including but not limited to, your website, social media accounts, project management systems and email.

Contact information for all contractors or team members currently engaged by Client, and the nature of such engagement

Additional Information Requests and Changes. Throughout the course of the relationship, COO may request additional information in order to perform the Services. You agree to cooperate and provide COO with such requested information in a timely and professional manner. Additionally, you agree to advise COO of any changes to your operations or other information that may require a change in the scope of Services under this Agreement.

5. Meetings.

Availability. In order to meet your business goals and objectives, we will meet on a regular basis. We respect your time and commitment and thus expect you to respect our time and commitment throughout the course of the relationship. You are expected to be available on the days and times in which you have indicated your availability.


Rescheduling. In the event that you need to reschedule a meeting, we require ONE (1) BUSINESS DAY written notice, along with your next date(s) of availability. In the event that COO needs to reschedule a meeting, we will always notify you in advance. We do our best to work with clients in solidifying dates and times that work best for everyone.




6. Termination of Agreement.

Notice. Either party may terminate this Agreement by giving the other party at least 30 DAYS written notice. Client’s failure to make timely payment may automatically terminate this Agreement without written notice.


Outstanding Work and Payments. Upon receiving notice of termination of this Agreement, COO will work with Client in compiling a list of outstanding projects and tasks with a breakdown of who should complete tasks going forward. COO shall be entitled to compensation through the end of the month in which the Agreement is cancelled.


Return of Materials. Upon termination of this Agreement, or upon any earlier written request from Client, COO will return to Client all information and materials promptly that were provided to COO by the Client, without retaining any copies of any such information or materials.


7. Intellectual Property Ownership.

Parties’ Rights. The parties acknowledge and agree that all content presented within the scope of this Agreement are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of each party individually. Any unauthorized use of the materials provided during the course of this Agreement may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.


Work is Made for Hire. The Parties agree that all works produced by COO under this Agreement shall be considered “works made for hire” as the term is understood under the copyright law of the United States, 17 U.S.C.§§ 101 et seq., so that all copyright and other property interest in the works produced shall vest at the time of their creation in Client and COO shall have no copyright or other property interest in any works produced under this Agreement. COO further agrees that any copyright or other property interest that vests in Client is hereby assigned in its entirety to Client, and this assignment includes all of the exclusive rights under copyright law.


TO THE EXTENT THAT THE WORK PRODUCT IS NOT RECOGNIZED AS A ‘WORK MADE FOR HIRE’ AS A MATTER OF LAW, COO HEREBY ASSIGNS TO THE CLIENT ANY AND ALL COPYRIGHTS IN AND TO THE WORK PRODUCT.


8. Confidentiality.

The Parties agree to keep confidential any and all proprietary information relating to the other party’s business, and any other information not generally made available to the public (collectively, “Confidential Information”). The term Confidential Information includes the terms of this Agreement. The Parties shall use all commercially practicable efforts to safeguard the secrecy and confidentiality of each other’s Confidential Information, and shall not disclose any of the Confidential Information to any third party (other than as required to fulfill its contractual obligations or with the written consent of the other party), during the Term and thereafter. Both Parties promise and agree to exercise best efforts to safeguard all passwords and other login information from third parties and the general public.


9. Disclaimer.

COO disclaims any guarantees, express or implied, about the results of COO’s performance of Services. Any results obtained by others referenced in COO’s marketing materials are no guarantee that COO will be able to obtain similar results for Client.


10. Indemnification.

Each party agrees to indemnify, defend, and hold the other party harmless from all foreseeable claims, losses, expenses, fees (including reasonable attorneys’ fees) costs, and judgements, that may be asserted against the other party that results from its breach of this Agreement, its negligence, or its willful misconduct.


11. Limitation of Liability.

Neither party will be liable for breach of contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen when entering into this Agreement.


12. Miscellaneous Provisions.


12.1 Governing Law and Dispute Resolution. This Agreement shall be construed under and in accordance with laws of the State of North Carolina.



Any controversy or claim arising out of or relating to this Agreement, and any other disputes between the parties, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in a court of competent jurisdiction in the State of North Carolina.


12.2 Representations and Warranties.

Each party represents and warrants to the other party that it has the right to enter into this Agreement and fulfill its obligations without violating any other agreement entered into with any third-party. Each party further represents and warrants to the other party that to the best of its knowledge, any and all materials or information of any kind that it provides: (i) does not infringe upon any third-party rights of any kind, including without limitation, any intellectual property rights, unfair competition, or publicity or privacy rights; and (ii) is true and accurate in all respects.



12.3 Assignments.

The benefits and obligations of each of the parties under this Agreement may not be assigned without the written consent of the other party.



12.4 Schedules and Exhibits.

All Schedules and Exhibits to this Agreement, if any, are incorporated by reference into, and made a part of, this Agreement.



12.5 Severability.

In case any one or more of the provisions contained in this Agreement, for any reason, is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.


12.6 Interpretation.

The fact of authorship by or at the request of a party must not affect the construction or interpretation of this Agreement.



12.7 Modifications and Amendments.

No modification or amendment of this Agreement or waiver of any provision of this Agreement will be valid unless in writing and signed by both Parties.


12.8 Force Majeure.

Neither Party will be liable to the other, or will be considered to be in breach of this Agreement, on account of any delay or failure to perform as a result of any acts of God, acts of any political entity, natural disasters, pandemics and epidemics, or any other causes or conditions that are beyond such party’s reasonable control. Should any such event occur, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.


12.9 Notice.

Any notice required to be given under this Agreement must be in writing and delivered to the other designated party by email or by mail to the party’s above stated address by certified, registered or Express mail, or by Federal Express.



12.10 Independent Contractor Status.

The relationship between the Parties under this Agreement is that of independent contractors. No joint venture, franchise, partnership, employment agreement, or agency is created under this Agreement between the parties nor their employees or agents.



12.11 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.


The Parties certify and acknowledge that they have had the opportunity to read this Agreement, and that they have voluntarily entered into this Agreement fully aware of its terms and conditions.Entered into on January 7, 2022 (“Effective Date”).



This agreement (the “Agreement”) is entered into between the following parties (the “Parties”):



Intentionally M. LLC

5820 McCrimmon Parkway
Apt 116
Morrisville NC 27560
United States

support@intentionallym.com



Referred to in this Agreement as, “we,” “us,” “Company,” or “COO”.



AND



Heather Crabtree

36615 North 38th Street, Cave Creek, AZ 85331

heather@heathercrabtree.com



Referred to in this Agreement as, “you” or “Client”.


BACKGROUND AND PURPOSE



Company is in the business of providing Online Business Management and Virtual COO services and Client desires to retain Company to provide such services according to the following legally binding terms and conditions:


TERMS AND CONDITIONS


1. Services to be Provided.

We will provide you with the following services under our (the “Services”):


Initial Onboarding Strategy Session

90 Minute Virtual Session
Strategic Mapping of Client Vision, Mission, Goals
Determine Milestones, Priority Projects, and Metrics
90 Day Action Plan
This session is ONLY offered for FIRST month of service

Operations Support
Up to 20 Hours of Monthly Operations Support customized to fit your unique business needs including but not limited to;
Project & Team Management
Systems Building & SOPs
Monitoring Metrics
KPI Set Up & Tracking
Identifying & Hiring Team Members
Offer Launch Strategy & Support

Private Voxer Access
Private communication channel for access to your Virtual COO
Monday - Friday
10am - 4pm EST

Monthly Check In/Strategy Touch Point
60 Minute Monthly Touch Point
Review of Progress, Milestones, and Updates


In the event that your needs change, and additional services become required, you agree and acknowledge that we will enter into a written addendum to this Agreement. Additional fees will be required for any additional services.


2. Payment, Fees, and Expenses.

Monthly Retainer. You agree to pay $2,000.00 (“Monthly Retainer”) on the 1st day of each month (“Due Date”) for COO services under this Agreement.

All payments are deemed earned and non-refundable at the time in which they are paid.


Automatic Payments. If client elects to use automatic payment feature via our invoicing software The Monthly Retainer will be automatically charged and processed on the Due Date via our invoicing software. You must maintain a card on file with us during the duration of this Agreement.


Missed or Failed Payments. If you miss a payment, do not pay on the agreed Due Date, or we are unable to process your payment, we may immediately terminate this Agreement. If your missed or unprocessed payment results in merchant fees, bank fees, or fees of any kind to the Company, you will be responsible for payment of such fees.


Additional Expenses. You will be responsible for any additional expenses that may be incurred as it relates to the implementation of recommended business strategies. This includes, but is not limited to, equipment, software, and third-party services. Should additional expenses be required and are not paid for by Client prior to the expense being made, COO will provide receipts and request for reimbursement. All reimbursements shall be made on the next billing cycle.

3. Term.

This Agreement will commence on the Effective Date and will continue for 12 months (“Term”) unless terminated on an earlier date. If the parties choose to extend the engagement, a written addendum that includes the new Term to this Agreement will be entered into.

4. Client Responsibilities.

Onboarding Information. You agree to cooperate with COO to provide all information and materials necessary for COO to complete the Services. At a minimum, you agree to provide the following:

Completed onboarding questionnaire

Login information for all accessed portals (via Lastpass, questionnaire or shared password portal) including but not limited to, your website, social media accounts, project management systems and email.

Contact information for all contractors or team members currently engaged by Client, and the nature of such engagement

Additional Information Requests and Changes. Throughout the course of the relationship, COO may request additional information in order to perform the Services. You agree to cooperate and provide COO with such requested information in a timely and professional manner. Additionally, you agree to advise COO of any changes to your operations or other information that may require a change in the scope of Services under this Agreement.

5. Meetings.

Availability. In order to meet your business goals and objectives, we will meet on a regular basis. We respect your time and commitment and thus expect you to respect our time and commitment throughout the course of the relationship. You are expected to be available on the days and times in which you have indicated your availability.


Rescheduling. In the event that you need to reschedule a meeting, we require ONE (1) BUSINESS DAY written notice, along with your next date(s) of availability. In the event that COO needs to reschedule a meeting, we will always notify you in advance. We do our best to work with clients in solidifying dates and times that work best for everyone.




6. Termination of Agreement.

Notice. Either party may terminate this Agreement by giving the other party at least 30 DAYS written notice. Client’s failure to make timely payment may automatically terminate this Agreement without written notice.


Outstanding Work and Payments. Upon receiving notice of termination of this Agreement, COO will work with Client in compiling a list of outstanding projects and tasks with a breakdown of who should complete tasks going forward. COO shall be entitled to compensation through the end of the month in which the Agreement is cancelled.


Return of Materials. Upon termination of this Agreement, or upon any earlier written request from Client, COO will return to Client all information and materials promptly that were provided to COO by the Client, without retaining any copies of any such information or materials.


7. Intellectual Property Ownership.

Parties’ Rights. The parties acknowledge and agree that all content presented within the scope of this Agreement are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of each party individually. Any unauthorized use of the materials provided during the course of this Agreement may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.


Work is Made for Hire. The Parties agree that all works produced by COO under this Agreement shall be considered “works made for hire” as the term is understood under the copyright law of the United States, 17 U.S.C.§§ 101 et seq., so that all copyright and other property interest in the works produced shall vest at the time of their creation in Client and COO shall have no copyright or other property interest in any works produced under this Agreement. COO further agrees that any copyright or other property interest that vests in Client is hereby assigned in its entirety to Client, and this assignment includes all of the exclusive rights under copyright law.


TO THE EXTENT THAT THE WORK PRODUCT IS NOT RECOGNIZED AS A ‘WORK MADE FOR HIRE’ AS A MATTER OF LAW, COO HEREBY ASSIGNS TO THE CLIENT ANY AND ALL COPYRIGHTS IN AND TO THE WORK PRODUCT.


8. Confidentiality.

The Parties agree to keep confidential any and all proprietary information relating to the other party’s business, and any other information not generally made available to the public (collectively, “Confidential Information”). The term Confidential Information includes the terms of this Agreement. The Parties shall use all commercially practicable efforts to safeguard the secrecy and confidentiality of each other’s Confidential Information, and shall not disclose any of the Confidential Information to any third party (other than as required to fulfill its contractual obligations or with the written consent of the other party), during the Term and thereafter. Both Parties promise and agree to exercise best efforts to safeguard all passwords and other login information from third parties and the general public.


9. Disclaimer.

COO disclaims any guarantees, express or implied, about the results of COO’s performance of Services. Any results obtained by others referenced in COO’s marketing materials are no guarantee that COO will be able to obtain similar results for Client.


10. Indemnification.

Each party agrees to indemnify, defend, and hold the other party harmless from all foreseeable claims, losses, expenses, fees (including reasonable attorneys’ fees) costs, and judgements, that may be asserted against the other party that results from its breach of this Agreement, its negligence, or its willful misconduct.


11. Limitation of Liability.

Neither party will be liable for breach of contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen when entering into this Agreement.


12. Miscellaneous Provisions.


12.1 Governing Law and Dispute Resolution. This Agreement shall be construed under and in accordance with laws of the State of North Carolina.



Any controversy or claim arising out of or relating to this Agreement, and any other disputes between the parties, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in a court of competent jurisdiction in the State of North Carolina.


12.2 Representations and Warranties.

Each party represents and warrants to the other party that it has the right to enter into this Agreement and fulfill its obligations without violating any other agreement entered into with any third-party. Each party further represents and warrants to the other party that to the best of its knowledge, any and all materials or information of any kind that it provides: (i) does not infringe upon any third-party rights of any kind, including without limitation, any intellectual property rights, unfair competition, or publicity or privacy rights; and (ii) is true and accurate in all respects.



12.3 Assignments.

The benefits and obligations of each of the parties under this Agreement may not be assigned without the written consent of the other party.



12.4 Schedules and Exhibits.

All Schedules and Exhibits to this Agreement, if any, are incorporated by reference into, and made a part of, this Agreement.



12.5 Severability.

In case any one or more of the provisions contained in this Agreement, for any reason, is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.


12.6 Interpretation.

The fact of authorship by or at the request of a party must not affect the construction or interpretation of this Agreement.



12.7 Modifications and Amendments.

No modification or amendment of this Agreement or waiver of any provision of this Agreement will be valid unless in writing and signed by both Parties.


12.8 Force Majeure.

Neither Party will be liable to the other, or will be considered to be in breach of this Agreement, on account of any delay or failure to perform as a result of any acts of God, acts of any political entity, natural disasters, pandemics and epidemics, or any other causes or conditions that are beyond such party’s reasonable control. Should any such event occur, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.


12.9 Notice.

Any notice required to be given under this Agreement must be in writing and delivered to the other designated party by email or by mail to the party’s above stated address by certified, registered or Express mail, or by Federal Express.



12.10 Independent Contractor Status.

The relationship between the Parties under this Agreement is that of independent contractors. No joint venture, franchise, partnership, employment agreement, or agency is created under this Agreement between the parties nor their employees or agents.



12.11 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.


The Parties certify and acknowledge that they have had the opportunity to read this Agreement, and that they have voluntarily entered into this Agreement fully aware of its terms and conditions.