Terms of service.
This Agreement (hereinafter “Agreement”) is made as of the XX day of XXXX 2022, between Ryan Johansen LLC, a limited liability corporation doing business in the Commonwealth of Massachusetts, with a mailing address of, 74 Washington Street, Malden MA, and its principal Ryan Johansen, President (hereinafter “SPEAKER” or “Ryan Johansen LLC”) and you (the “TRAINEE”).
WHEREAS TRAINEE desires to obtain the services of the Ryan Johansen LLC, and Ryan Johansen LLC desires to render such services on the terms and conditions set forth in this Agreement.
IN CONSIDERATION the parties agree as follows:
SCOPE OF WORK
Ryan Johansen LLC primary responsibility shall be as a consultant for; as a consultant the Ryan Johansen LLC shall provide services to improve the management and financial practices of TRAINEE, which include:
⚫ (3) Training Session, 75 minute presentation with 15 minute Q and A
The scope of services will be subject to change from time to time as agreed to between the parties.
PRESENTATION AND TRAINING DETAILS
Ryan Johansen LLC shall present the training described in the invoice
As compensation for all services provided up front as agreed in the invoice.
The purpose of this training presentation is solely to provide educational information; any content in this training presentation has been created solely for the purpose of education and for informational purposes only. By engaging in this training presentation, TRAINEE agrees and understands that this content is made available to TRAINEE as a self-help tool only. Nothing in this training presentation or distributed materials is intended to take the place of a consultation with a physician, dietician, nutritionist, counselor, medical professional of any kind, lawyer, doctor, accountant, psychic, or other professional.Ryan Johansen LLC offers training for education and informational purposes only. Ryan Johansen LLC is not, nor does the company hold itself out ot be a doctor/physician, nurse, physician’s assistant, advanced practice nurse, or any other medical professional (hereinafter “Medical Provider”), psychiatrist, psychologist, therapist, counselor, or social worker (hereinafter “Mental Health Provider''), registered dietician or licensed nutritionist, or member of the clergy. As a wellness trainer, Ryan Johansen LLC is not providing health care, medical or nutritional therapy.
RELATIONSHIP BETWEEN PARTIES
Ryan Johansen LLC shall be an independent contractor during the period of performance under this Agreement and not an employee or agent of TRAINEE. As an independent contractor, Ryan Johansen LLC shall be responsible for the payment of any taxes due on any monies received by the LLC.
Ryan Johansen LLC will conform to and comply with all of the TRAINEE rules and regulations and also all applicable municipal, county, state, and federal ordinances, laws, rules, and regulations in providing the services hereunder, including without limitation, obtaining any necessary permits, licenses and the payment of any applicable royalties.
Ryan Johansen LLC offers training for education and informational purposes only. Ryan Johansen LLC is not, nor does the company hold itself out ot be a doctor/physician, nurse, physician’s assistant, advanced practice nurse, or any other medical professional (hereinafter “Medical Provider”), psychiatrist, psychologist, therapist, counselor, or social worker (hereinafter “Mental Health Provider”), registered dietician or licensed nutritionist, or member of the clergy. As a wellness trainer, Ryan Johansen LLC is not providing health care, medical or nutritional therapy services, or attempting to diagnose, treat, prevent or cure any physical, mental or emotional issue, disease or condition. The information provided in or through Ryan Johansen LLC training presentation pertaining to health or wellness, exercise, relationships, business/career choices, finances, or any other aspect of life is not intended to be a substitute for the professional medical advice, diagnosis or treatment provided by a Medical Provider or Mental Health Provider. TRAINEE agrees and acknowledges that Ryan Johansen LLC they are not providing medical advice, mental health advice, or religious advice in any way. Always seek the advice of your own Medical Provider and/or Mental Health Provider regarding any questions or concerns about specific health or any medications and before implementing any recommendations or suggestions from Ryan Johansen LLC training presentation. Do not disregard medical advice or delay seeking medical advice because of information you have received from this training presentation. Do not start or stop taking any medications without speaking to a Medical Provider or Mental Health Provider. Contact a Medical Provider or Mental Health Provider promptly if there is or suspect a medical or mental health problem. The information contained in this training presentation has not been evaluated by the Food and Drug Administration.
By choosing to participate in this training presentation and read the information provided, TRAINEE understands and agrees that TRAINEE is voluntarily choosing to read, implement and/or participate in the use of this training presentation and any information contained herein, and are solely responsible for any outcomes or results (positive or negative.) Ryan Johansen LLC is responsible not for any action taken regarding the information provided, and TRAINEE acknowledges and agrees that Ryan Johansen LLC is not responsible nor liable to TRAINEE should TRAINEE sustain any financial harm, physical injuries or any negative ramifications. The information contained in this training presentation is intended as general information only; Ryan Johansen LLC cannot know individual situations, and does not claim to know what may or may not work for personal situations. As such, TRAINEE agrees that any decisions TRAINEE makes to implement or follow anything TRAINEE learns during this training presentation are wholly their own.
LIMITATION OF LIABILITY
TRAINEE understands and agrees that TRAINEE’s participation in Ryan Johansen LLC’s training presentation is entirely voluntary, and TRAINEE is solely and personally responsible for TRAINEE’s actions, choices, and any results therein. TRAINEE understands there are sometimes unknown risks and circumstances that may arise during or following use or implementation of practices or techniques provided in the training presentaitno, that cannot be foreseen or anticipated, but may influence or affect TRAINEE’s business or TRAINEE as an individual. TRAINEE understands and agrees that any suggestion or recommendation of a product, service, coach, or otherwise through the training presentation is purely information – any decision to act upon these suggestions is to be taken by TRAINEE, at TRAINEE’s own risk, without any liability on the part of Ryan Johansen LLC. TRAINEE agrees to accept all risks herein. TRAINEE’s engagement in Ryan Johansen LLC’s training presentation constitutes an agreement and acceptance that TRAINEE will absolve Ryan Johansen LLC as well anyone acting as an agent, consultant, affiliate, guest blogger, joint venture partner, employee, staff, team member, or anyone affiliated with Ryan Johansen LLC in any way of any liability for any loss, damage, injury, or litigation that TRAINEE or any other person may incur from direct or indirect use of the information, content, or products found in this training presentation or via materials provided. TRAINEE understands and agrees that Ryan Johansen LLC is not to be held liable for any type of direct or indirect damages arising out of TRAINEE’s use of our the information provided in the Ryan Johansen LLC training presentation, any information contained herein, or any products or services purchased therefrom, including but not limited to general, specific, incidental, consequential, punitive, or special damages. TRAINEE also agrees that Ryan Johansen LLC is not liable or responsible in any way for any loss incurred by TRAINEE or TRAINEE’s business, including revenues, clients, business, goodwill, income, anticipated income, predicted income, sales numbers, loss of a sale, data, nor any computer failure, computer virus obtained by use of the Ryan Johansen LLC training presentation. TRAINEE agrees that your decision to use the Ryan Johansen LLC training presentation is wholly at TRAINEE’s own risk and voluntarily chosen by TRAINEE, and any ramifications resulting therefrom are TRAINEE’s alone. The Ryan Johansen LLC training presentation’s role is to support and assist TRAINEE in reaching your TRAINEE’s goals, but TRAINEE’s success depends primarily on TRAINEE’s own effort, motivation, commitment and follow-through. Ryan Johansen LLC cannot predict and do not guarantee that TRAINEE will attain a particular result, and TRAINEE accepts and understands that results differ for each individual. Each individual’s results depend on his or her unique background, dedication, desire, motivation, actions, and numerous other factors. TRAINEE fully agrees that there are no guarantees as to the specific outcome or results TRAINEE can expect from using the information TRAINEE receive on or through the Ryan Johansen LLC training presentation.
NON-COMPETITION & CONFIDENTIALITY AGREEMENT
Ryan Johansen LLC and TRAINEE may each use Confidential Information of the other only to perform its obligations under this Agreement and will act reasonably to guard against accidental disclosure of the other’s Confidential Information. Ryan Johansen LLC and TRAINEE will disclose the other’s Confidential Information only to employees (including employees of Affiliates) and contractors who need to know it, will ensure that such employees and contractors access and use it only in accordance with this Agreement, and will be liable for any unauthorized disclosure by such employees and contractors. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party, (b) was disclosed to the receiving party by someone else having no confidentiality obligation to the other party, or (c) is independently developed by the receiving party without using the other’s Confidential Information. Ryan Johansen LLC and TRAINEE may each disclose any Confidential Information of the other if required by court, government order or otherwise required by law, so long as the party making such disclosure timely notifies (if legally permitted) and cooperates to secure a protective order or otherwise protect the Confidential Information. During the term of the Agreement, the TRAINEE may have access to certain confidential information and may develop certain proprietary information or creations that will be the property of Ryan Johansen LLC. TRAINEE agrees not to disclose any such information that has been learned, created, or discuss future plans with anyone except for those within the company of Ryan Johansen LLC and their qualified representatives, agents, and any authorized personnel. This shall be in effect for five (5) years after the termination of the Agreement (hereinafter “Non-Compete Period”). Ryan Johansen LLC requires that TRAINEE shall not bring any confidential or proprietary material of any former employer or to violate any other obligations the TRAINEE may have to any former employer. During the period that TRAINEE renders services to Ryan Johansen LLC TRAINEE agrees to not engage in any employment, business, or activity that is in any way competitive with the business or proposed business of Ryan Johansen LLC. TRAINEE shall disclose to Ryan Johansen LLC in writing any other gainful employment, business, or activity that he is currently associated with or participating in that competes with Ryan Johansen LLC . TRAINEE shall not assist any other person or organization in competing withRyan Johansen LLC or in preparing to engage in competition with the business or prospective business(es) of Ryan Johansen LLC. Furthermore, it is agreed that during the Non-Compete Period the TRAINEE shall not hire or attempt to employ any current employees of Ryan Johansen LLC. It is further acknowledged and agreed that during the Non-Compete Period the TRAINEE shall not solicit business from Ryan Johansen LLC, including but not limited to, current or past clients that were retained by Ryan Johansen LLC. CONFIDENTIAL INFORMATION. Confidential Information shall include, but not be limited to documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, patent applications, know-how, experimental results, specifications and other business information, relating to Ryan Johansen LLC’s business, assets, operations or contracts, furnished to TRAINEE and/or TRAINEE’S affiliates, Subcontractors, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all analysis, compilations, work product, studies and other data or material prepared by or in the possession or control of the TRAINEE, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information. Confidential Information may be provided in written, oral, electronic or other form. TRAINEE acknowledges that no representation or warranty, express or implied, has been or is made by or on behalf of Ryan Johansen LLC as to the accuracy or completeness of any of the Confidential information furnished to the TRAINEE. Additional Confidential Information shall include but not be limited to: Trade secrets, Confidential information, Client or customer lists, Pricing information, Vendor lists, Work product and Patent or trademark information. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE. TRAINEE shall notify Ryan Johansen LLC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by TRAINEE or any third party, and will cooperate with Ryan Johansen LLC in every reasonable way to help Ryan Johansen LLC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION. All Confidential Information disclosed to the TRAINEE shall be and remain the property of Ryan Johansen LLC. Upon Ryan Johansen LLC’s written request, TRAINEE shall promptly return all Confidential Information (including all originals, copies, reproductions and summaries of such Confidential Information), or certify its destruction in writing, and keep the same confidential and secret in accordance with this Agreement.“Trade Secret” Definition pursuant to Mass. Gen. Laws Ann. ch. 266, § 42(4)“Trade secret,” specified or specifiable information, whether or not fixed in tangible form or embodied in any tangible thing, including but not limited to a formula, pattern, compilation, program, device, method, technique, process, business strategy, customer list, invention, or scientific, technical, financial or customer data that:(i) at the time of the alleged misappropriation, provided economic advantage, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, others who might obtain economic advantage from its acquisition, disclosure or use; and(ii) at the time of the alleged misappropriation was the subject of efforts that were reasonable under the circumstances, which may include reasonable notice, to protect against it being acquired, disclosed or used without the consent of the person properly asserting rights therein or such person’s predecessor in interest.
INDEMNIFICATION AND RELEASE OF CLAIMS
TRAINEE hereby fully and completely hold harmless, indemnify and release Ryan Johansen LLC and any agents, consultants, affiliates, joint venture partners, employees, team members, or anyone otherwise affiliated with Ryan Johansen LLC from any and all causes of action, allegations, suits, claims, damages, or demands whatsoever, in law or equity, that may arise in the past, present or future that is in any way related to the Ryan Johansen LLC training presentation. Should Ryan Johansen LLC be required to defend itself in any action directly or indirectly involving TRAINEE, or an action where Ryan Johansen LLC decides TRAINEE’s participation or assistance would benefit Ryan Johansen LLC defense, TRAINEE agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Ryan Johansen LLC, free of charge.
CERTIFICATION OF ACCURACY
Although every effort is made to ensure the accuracy of information shared on or through the Ryan Johansen LLC training presentation, the information may inadvertently contain inaccuracies or typographical errors. TRAINEE agrees that Ryan Johansen LLC is not responsible for the views, opinions, or accuracy of facts referenced on or through the Ryan Johansen LLC training presentation, or of those of any other individual or company affiliated with Ryan Johansen LLC business or Ryan Johansen LLC in any way. Because scientific, technology and business practices are constantly evolving, TRAINEE agreeS that Ryan Johansen LLC is not responsible for the accuracy of the Ryan Johansen LLC training presentation, or for any errors or omissions that may occur. TRAINEE understands TRAINEE’s obligation to provide only authentic, accurate information to Ryan Johansen LLC, including TRAINEE’s name, contact information and payment information. TRAINEE understands and agrees that should any information provided prove inaccurate, and any issues or damages arise from TRAINEE giving Ryan Johansen LLC false or inaccurate information, TRAINEE may be liable for any subsequent damages that occur as a result.
TESTIMONIALS AFFILIATES AND ENDORSEMENTS
Ryan Johansen LLC presents real world experiences, testimonials, and insights about other people’s experiences with this training presentation for purposes of illustration only. The testimonials, examples, and photos used are of actual clients and results they personally achieved, or they are comments from individuals who can speak to my character and/or the quality of my work. They are not intended to represent or guarantee that current or future clients will achieve the same or similar results; rather, these testimonials represent what is possible for illustrative purposes only. From time to time, Ryan Johansen LLC may promote, affiliate with, or partner with other individuals or businesses whose programs, products and services align with Ryan Johansen LLC’s training program. In the spirit of transparency, Ryan Johansen LLC wants TRAINEE to be aware that there may be instances when Ryan Johansen LLC promotes, markets, shares or sells programs, products or services for other partners and in exchange Ryan Johansen LLC may receive financial compensation or other rewards. Please note that Ryan Johansen LLC is highly selective and only promotes the partners whose programs, products and/or services Ryan Johansen LLC respects. At the same time, TRAINEE agrees that any such promotion or marketing does not serve as any form of endorsement whatsoever. TRAINEE is still required to use their own judgment to determine that any such program, product or service is appropriate. TRAINEE is assuming all risks, and you agree that Ryan Johansen LLC is not liable in any way for any program, product or service that Ryan Johansen LLC may promote, market, share or sell on or through the training presentation. By participating in this training program TRAINEE is agreeing to all parts of the above Disclaimer.
TRAINEE understand and agree that Ryan Johansen LLC make no warranties, express or implied, and hereby renounce any such warranties, guarantees, or representations with respect to any portion of the Ryan Johansen LLC training presentation, the content herein, content distributed through the presentation. By participating in this presentation TRAINEE agrees and understands that use of content and information found herein is to be taken “as is” and used at your TRAINEE’s risk, with no guarantees, representations, or warranties regarding fitness for particular purpose, accuracy, or otherwise.
CHOICE OF LAW
This contract shall be governed, interpreted, and construed in accordance with the laws of the Commonwealth of Massachusetts.
VIOLATION OF NON-DISCLOSURE AGREEMENT
In the event that either party to this Agreement is suspected of being in willful violation of the provisions of this Agreement, remedies shall include but not be limited to:
Temporary restraining order, and/orNotice to “cease and desist” the disclosure of confidential information, and/orMonetary damages
The signature will acknowledge this Agreement has been read, understood, and agreed to the aforementioned terms and conditions. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral and written, relating hereto.
*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ***