Postpartum Lab

CONFIDENTIALITY

Parties will treat and hold all information of or relating to this Agreement, the Services provided and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, programming, content related to services, and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

RELATIONSHIPS OF THE PARTIES

Contractor and any related sub-contractors are not employees, partners or members of Client’s company or organization. Contractor has the sole right to control and direct the means, manner and method by which the services in this Agreement are performed. Contractor has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Contractor.

INTELLECTUAL PROPERTY

Any and all work created as a result of Contractor’s Services is considered a work for hire and are expressly assigned to and owned by Client upon creation. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.

STYLE RELEASE

Client has spent a satisfactory amount of time reviewing Contractor’s work and has a reasonable expectation that Contractor’s Services will produce a reasonably similar outcome and result for Client. Contractor will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Contractor’s current portfolio and services, and Contractor will try to incorporate any suggestions Client makes. However, Client understands and agrees that:

• ●  Every client and final delivery is different, with different tastes, budgets, performance outcomes, success, response to training protocol, and needs;

• ●is a subjective service and Contractor is a provider with a unique vision, with an ever-evolving style and technique;

• ●  Contractor will use her personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;

• ●  Dissatisfaction with Contractor’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.  

LIMIT OF LIABILITY

Client agrees that the maximum amount of damages she is entitled to in any claim of or relating to this Agreement or Services provided herein are not to exceed Contractor’s total cost as set forth in this Agreement.

INDEMNIFICATION

Client agrees to indemnify and hold harmless Contractor and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services provided herein.

ASSUMPTION OF RISK

Client and related parties/ participants expressly assume any risk of coaching/training, and related activities as described herein.

NON-DISPARAGEMENT

The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or

business activities of any Parties to this Agreement.

 

FORCE MAJEURE 
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within seven days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of seven days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice.

HEALTH & SAFETY

Client(s) further understand that Contractor complies with all health and safety laws, directives, and rules and regulations. Client(s) expressly agree(s) that during the coaching/training sessions Client(s) and Client(s)’ agents shall not carry weapons or firearms, be exposed to severe illness, or request Contractor to do anything illegal or unsafe. Further, Contractor will not provide services in any location or area deemed to be unsafe in its sole discretion, including, but not limited to, areas affected by communicable diseases, quarantined areas, or other similar occurrences. Under any of these circumstances, Contractor reserves the right to end service coverage immediately and/or leave the coaching/training session. Contractor shall be entitled to retain all monies paid and Client(s) agree to relieve and hold Danielle Jones harmless as a result of incomplete event coverage, or for a lapse in the quality of the Contractor work.

GOVERNING LAW

The laws of California govern all matters arising under or relating to this Agreement, including torts.

SEVERABILITY

If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain legal and enforceable.

 

AMENDMENTS

The parties may amend this Agreement only by the parties’ written agreement with proper Notice.

ASSIGNMENTS

Neither party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided herein.

TITLES

The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.