This Agreement is effective and between A2C, Inc, a Delaware corporation (“Company”), and the undersigned contractor (“Contractor”).

 Engagement of Services. Company hereby engages Contractor to perform the services set forth in Exhibit A. Contractor shall perform the services necessary to complete the services in a timely and professional manner consistent with industry standards.

Compensation.  Company will compensate Contractor as set forth in Exhibit A, which shall be Contractor’s sole compensation due from Company for all services performed by Contractor or any of Contractor’s employees or subcontractors. Except as otherwise provided in Exhibit A with respect to reimbursement of authorized expenses, Contractor shall be responsible for all expenses incurred in performing services under this Agreement. Notwithstanding any provision to the contrary, Company’s sole obligation to pay any compensation shall be to Contractor and not to any individual employee, subcontractor, or agent of Contractor.

Independent Contractor Relationship. Contractor’s relationship with Company will be that of an independent contractor, and nothing in this Agreement or any Company policy, procedure or practice (whether oral or written) shall be construed to create a partnership, joint venture, or employer-employee relationship with Contractor or any employee, subcontractor or agent of Contractor. Contractor expressly agrees that (a) Contractor is not the agent of Company; (b) Contractor is not authorized to make any representation, contract, or commitment on behalf of Company; (c) neither Contractor nor any of Contractor’s employees, agents or subcontractors will be entitled to any of the benefits that Company makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and Contractor and such individuals waive the right to receive any such benefits); (d) Contractor will be solely responsible for paying any of its employees, agents or subcontractors, as well as any expense attributable to such individuals, including income taxes, unemployment insurance, and Social Security taxes, and will maintain workers’ compensation insurance for such employees, if any; and (e) Contractor will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Contractor’s performance of services and receipt of fees under this Agreement.  If applicable, Company will report amounts paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service, as required by law. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable.  Company will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Contractor’s behalf. Contractor hereby agrees to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest.   

Confidentiality and Intellectual Property.

Confidential Information.  During the term of this Agreement and thereafter, Contractor agrees to use no less than reasonable care to protect Company’s Confidential Information (as defined below) and that Contractor (a) will not use or permit the use of Confidential Information in any manner or for any purpose not expressly set forth in this Agreement; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any such Confidential Information to any third party; and (c) will limit access to Confidential Information to Contractor employees, agents, or subcontractors who require access to such information in connection with their providing services under this Agreement and who are bound by confidentiality obligations to Company that are at least as restrictive as those contained herein.  “Confidential Information” includes, but is not limited to, (i) any non-public proprietary and confidential information of the Company that have value or could have value or other utility in the Company’s business, whether in oral, visual, written, printed, electronic or other tangible or intangible form or media, and whether or not marked, designated, or otherwise identified as “confidential”, including but not limited to, the services hereunder, any and all materials and information concerning, directly or indirectly, the services, curriculum, business processes, student case discussions, practices, methods, policies, plans, publications, documents, scripts, research, operations, services, strategies, techniques of the Company or its businesses or any existing or prospective mentees, coaches, instructors, customer, investor, or other associated third party, and all derivatives, improvements and enhancements to any of the above, and (ii) all such information related to any third party that is disclosed to Company or to Contractor during the course of Company’s business (“Third Party Information”).  

Ownership of Work Product. Contractor agrees that any and all Work Product shall be the sole and exclusive property of Company.  Contractor hereby irrevocably assigns to Company all right, title and interest worldwide in and to such Work Product and any and all intellectual property rights associated with such Work Product (including, but not limited to, copyrights, trade secrets, trademarks, inventions (whether patentable or not)).  As used in this Agreement, the term “Work Product” means any and all ideas, concepts, information, materials, processes, data, programs, improvements, designs, and/or artwork that is solely or jointly conceived, or reduced to practice by Contractor in the course of any services performed for Company or with the use of materials of Company during the term of this Agreement.      

Conflicting Engagements. Contractor agrees, during the term of this Agreement, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Contractor’s obligations under this Agreement. Contractor warrants that, except as disclosed in Exhibit A, there is no such contract or obligation in effect as of the Effective Date. Contractor further agrees not to disclose to Company, bring onto Company’s premises, or induce Company to use any confidential information that belongs to anyone other than Company or Contractor.

Contractor Representations and Warranties.  Contractor hereby represents and warrants that (a) Contractor has full right and power to enter into and perform this Agreement without the consent of any third party and that Contractor is not party to any agreement or restrictive covenant that would purport to prohibit Contractor from providing services set forth in Exhibit A; (b) Contractor will comply with all laws and regulations applicable to Contractor’s obligations under this Agreement; (c) should Company permit Contractor to use any of Company’s equipment, or facilities during the term of this Agreement, such permission shall be gratuitous and Contractor shall be responsible for any injury to any person (including death) or damage to property arising out of use of such equipment or facilities.

Indemnification and Insurance. Contractor will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty or obligations of Contractor (a “Claim”) in this Agreement or from any intentional misconduct or negligence by Contractor or any of its subcontractors, employees, or agents in performing services under this Agreement. Company shall have the right to withhold from any payments due Contractor under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Contractor’s obligations under this section.


Termination. This Agreement shall be effective from the date first listed above for the period set forth on Exhibit A, or until completion of the services, as applicable, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement.  Notwithstanding any provision to the contrary, Company shall have the right, in its sole discretion, to terminate this Agreement immediately (i) at any time upon ten (10) days’ prior written notice to Contractor, or (ii) immediately in the event of Contractor’s material breach of this Agreement.

Return of Company Property. Upon termination of the Agreement or upon Company’s request at any other time, Contractor will deliver to Company all of Company’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Work Product, Third Party Information or Confidential Information of Company and certify to Company in writing that Contractor has fully complied with this obligation.

Survival. The following provisions shall survive termination of this Agreement: Sections titled “Confidentiality and Intellectual Property,” “Contractor Representations and Warranties,” “Return of Company Property,” “Survival,” and “General Provisions.”

General Provisions.

Non-Solicitation.  Contractor agrees and covenants that at any time during or after the term of this Agreement, he or she shall not directly or indirectly, (i) solicit, hire, recruit, or attempt to solicit, hire, or recruit, any employee or advisor of the Company or any employee or advisor who has been employed or engaged by the Company, or induce the termination of employment or services of any employee or advisor of the Company or (ii) solicit, contact, or attempt to solicit or contact or meet with the Company’s current, former, or prospective customers for purposes of offering or accepting services similar to or competitive with those offered by the Company.

Non-Compete.  Contractor agrees and covenants that during and for a period of three years after the term of this Agreement, he or she shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business which constitutes or is competitive with the business conducted by the Company. Contractor expressly agrees that the Company has provided adequate, reasonable consideration for the obligations imposed upon him or her in this Agreement.  

 Non-disparagement.   Contractor agrees and covenants that he or she will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its former, existing or prospective coaches, instructors, directors, officers, shareholders, employees, agents, subcontractors, mentees, suppliers, investors, mentees and other representatives. 

 Governing Law and Venue.  This Agreement will be governed by the laws of the State of Delaware without regard to its conflicts of law provisions. Any claim or controversy arising out of or related to this Agreement shall be instituted in any state or federal court in Santa Clara County, California. Each party agrees to submit to the jurisdiction of, and agrees that the venue is proper in, the aforesaid courts in any such legal action or proceeding. The prevailing party in such proceeding shall be entitled to receive its reasonable attorneys' fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

No Assignment. This Agreement, and Contractor’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Contractor without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party in person or at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service.  Notice will be effective upon receipt or refusal of delivery.  Each party may change its address for receipt of notice by giving notice of such change to the other party.

Entire Agreement. This Agreement constitutes and contains the entire agreement and final understanding concerning Contractor’s relationship with the Company and the other subject matters addressed herein between the parties.  It is intended by the parties as a complete and exclusive statement of the terms of their agreement.  It supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matter hereof.  Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party.  This is a fully integrated agreement and may only be modified by a writing signed by Contractor and an authorized representative of Company.  


In Witness Whereof, the parties have caused this Coach and Speaker Services Agreement to be executed by their duly authorized representatives.