Client Agreement

1. PARTIES. This Agreement (“Agreement”) is between the undersigned parties. Each party is referred to herein as the “Client” when it is the recipient of Services and as the “Independent Contractor” when it is the provider of Services to the other party.

2. SERVICES. Independent Contractor agrees to provide Client with the services (“Services”) as outlined on the sign-up page. 

For Profit Tonic this includes:

1. Kickoff Assessment
2. 4, 60 minute phone calls over the course of 4-6 weeks where we will break your business into its components, look at how each is performing and identify how to rebuild it to be better designed to meet your goals.
3. Model Creation and homework between calls for both Client and Independent Contractor
4. Full email access to Independent Contractor over the course of the project
5. Two (2) months email access to Independent Contractor after the plan is delivered to you ready to implement
6. One (1) 60 minute call during those 2 months to use as needed (may be broken up into multiple calls)

For Strategy and Design Sessions this includes:

1. 1, 2, 4 or 8 60 minute business design sessions as purchased
2. Full email access to Independent Contractor before and between sessions

Client Responsibilities:

1. Active participation, thought contribution and engagement with Independent Contractor.

2. Active participation in homework between sessions.

3. FEES. Compensation for Independent Contractor’s performance of the Services shall be equal to the fee as outlined on the sign-up page. Payment is due prior to project commencing. 

4. CANCELLATIONS. Client may reschedule appointments up to 24 hours prior to the originally scheduled appointment time. Cancellations inside the 24 hour period are considered no shows and Client will lose that session time. 

5. WORK PRODUCT. The Client will own all right, title and interest in and to all materials and any ideas, designs, techniques, inventions, discoveries, improvements, information, software, and any other works or deliverables discovered, prepared, delivered, or developed by or for Independent Contractor in the course of or resulting from Independent Contractor’s performance of Services (the "Work Product") and Independent Contractor hereby assigns all right, title and interest in and to such Work Product, including all world-wide intellectual property rights, to the Client. 

6. LIABILITY. The Independent Contractor will do her best to ensure all strategies, ideas, resources and materials are the best possible to help Client reach her goals. However, Independent Contractor is not liable to Client, or any third party, for any damages, including lost profits, lost savings, complaints, claims, litigation or other incidental, consequential, or special damages which arise during this engagement. 

7. INDEPENDENT CONTRACTOR. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer employee relationship or joint venture partnership between any Client and Independent Contractor. The Independent Contractor is an independent contractor and not an employee of any of the Client or any of its subsidiaries or affiliates. It is understood that the Client will not withhold any amounts for payment of taxes from the compensation of Independent Contractor hereunder. The Independent Contractor will not represent to be or hold itself out as an employee of the Client or its Affiliates and Independent Contractor acknowledges that they shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to Client’s or Affiliates’ regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal, or municipal laws or union or professional guild regulations shall be Independent Contractor’s sole responsibility and Independent Contractor shall indemnify and hold the Client and its Affiliates harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. 

8. CONFIDENTIALITY. Independent Contractor agrees that during the term of this Agreement and thereafter, except as expressly authorized in writing, it (a) will not use or permit the use of Confidential Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement; and (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any such Confidential Information to any third party without first obtaining the Client’s express written consent on a case-by-case basis. “Confidential Information” includes, but is not limited to, all information related to Client’s business and its actual or anticipated research and development, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Client’s employees, contractors, and any other service providers of Client; (iv) the existence of any business discussions, negotiations, or agreements between Client and any third party; and (v) all such information related to any third party that is disclosed to Client or to Independent Contractor during the course of Client’s business (“Third Party Information”). Notwithstanding the foregoing, it is understood that Independent Contractor is free to use information which is generally known in the trade or industry, information which is not gained as a result of a breach of this Agreement, and Independent Contractor’s own skill, knowledge, know-how, and experience.