This Agreement (the “Agreement”) is made and entered, dated
between Ms Onyinye Ugwueke (the coach) of O’Lifestyle Holistic Ltd and
hereinafter referred to as (the “parties”).
WHEREAS the client requires the coach to provide coaching services related to education, consulting, mentoring and/or coaching ( the “program”) and WHEREAS the coach and the client desire to enter into an agreement which will define respective rights and duties as to the services to be performed.

NOW THEREFORE in consideration of the covenants and agreements contained herein, the parties hereto agree as follow;
(1.) PROGRAM: The Parties agree that the program is in the nature of coaching and education. The scope of the services rendered by the coach pursuant to this agreement shall be solely limited to those contained therein and provided for on the Coach’s documentation. The coach reserve the right to substitute services equal to or comparable to the client if the need arises.

2) START DATE and DURATION: The program will start as a date and be of a duration to be agree between the Parties.
3) FEE: The Coach shall be reimbursed by the Client the sum of
(the “fee”) for the provision of the program
4) REFUND: Upon execution of the Agreement, the Client shall be responsible for the full extent of fee. If the client cancels the program for any reason whatsoever the client will receive no refund.

5) NO RESALE OF SERVICES PERMITTED: the client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the program, use of the program or access to the program. This Agreement is not transferrable or assignable without the Coach’s prior written consent.

6) NO TRANSFER OF INTELLECTUAL PROPERTY: The Coach’s copyrighted and original materials shall be provided to the client for his/her individual use only and s single user license. The Client shall not be authorized to use any of the Coach’s intellectual property for the Clients business purpose. The client shall not be authorized to share, copy, distribute or otherwise disseminate any material received from the Coach electronically or otherwise without the prior written consent of the coach. All intellectual property, including the Coach's copyrighted course Materials, shall remain the sole property of the coach. No license to sell or distribute the Coach’s material is granted or implied.

7) LIMITATION OF LIABILITY: by using the Coach’s services and participating in the program, the client releases the Coach from any and all damages that may result from such participation. The client accepts any and all risks, foreseeable or non-foreseeable, arising from such participation. The Client agrees that the Coach will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damage happening from the use or misuse of the Coach’s services or participation in the program. The client agrees that use of the Coach’s services is at Client’s own risk.

8) DISCLAIMER OF GUARANTEE: The client accepts and agrees that he/she is 100% responsible for his/her progress and results from the program. The client accepts and agrees that he/she is the one vital element to the program’s success and that the coach cannot control the client. The coach makes no representations or guarantee verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. The Coach and its affiliates disclaim the implied warranties of titles, merchants ability and fitness for a particular purpose. The coach makes no guarantee or warranty that the program will meet the client’s requirements or that all clients will achieve the same results.

9) PROGRAM RULES: To the extent that the client interacts with the Coach’s staff, the Client agrees to at all times behave professionally, courteously, and respectfully. The client agrees to abide by any program rules/regulations presented by the coach. Failure to abide by the program rules shall be cause for termination of this Agreement. In the event of such termination, The Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts of the fee.(if any)

10) MEDICAL TREATMENT: The Client agrees to be mindful of his/her own wellbeing during the course and seek medical treatment (including, but not limited to psychotherapy), if needed. The Coach does not provide medical, therapy, counseling or psychotherapy services. The coach is not responsible for any decisions made by the client as a result of the program and any consequences thereof.

11) CONFIDENTIALITY: The term “Confidential information” shall mean information which is not generally known to the public relating to the client’s business or personal affairs. The coach agrees not to disclose, reveal or make use of any confidential information learned of through its transactions with the client or otherwise, without the written consent of the client. The Coach shall keep the confidential information of the client in the strictest confidence and shall use its best effort to safeguard the client’s confidential information and to protect it against disclosure, misuse, espionage, loss and theft.

12) NON-DISPARAGEMENT: In the event of a dispute between the parties, the parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage the other.

13) GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of Nigeria and the parties submit to the exclusive jurisdiction of the court of Nigeria.

14) INDEMNIFICATION: The client shall defend, indemnify and hold harmless the Coach from and against any and all liabilities and expense whatsoever including without limitation, claims, damage, judgment, awards, settlements, investigations, costs, legal fees and disbursement which any of them may occur or become obligated to pay arising out of or resulting from this Agreement excluding, however, any such expense and liabilities when may result from a breach of this Agreement or solo negligence or willful misconduct by the Coach, or any shareholders, trustees, affiliates or successors. The Client shall defend the Coach in any legal actions, regulatory actions, or the like arising from or related to this Agreement.

15) CONTROLLING AGREEMENT: In the event of any conflict between the provisions contained in this contract and any marketing material used by the coach, the provisions in this Agreement shall be controlling.

16) ENTIRE AGREEMENT: The Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.

17) SURVIVABILITY: The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions and any provisions relating to payment of sums owed set forth in this Agreement and any other provision that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement for any reason.

18) SEVERABILITY: If any of the provision contained in this Agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full affect regardless of the invalid provision or part thereof.

19) OTHER TERMS: Upon execution of this Agreement the Parties agrees that any individual, associate, and/or assign shall be bound by the terms of this Agreement. A facsimile, electronic, or e-mailed executed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument with the same effect as an originally signed copy. The terms of the Agreement shall be binding for any further goods/services supplied by Coach to Client.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

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