Team RunRun, LLC Independent Contractor/Coach Agreement

Team RunRun, LLC Independent Contractor/Coach Agreement

Team RunRun, LLC

Independent Contractor/Coach Agreement

This Agreement is made and entered into between the independent contractor/coach named below (“Coach”) and Team RunRun, LLC, a Colorado limited liability company (“TRR”) (collectively, “the Parties”) on the Effective Date set forth below.

1. Coach’s Services and Duties.

a. The Coach agrees to provide high-quality coaching services to TRR clients for the duration of this Agreement. Due to the nature of coaching services, quality is evaluated using feedback from clients.

b. The Coach retains sole and absolute discretion regarding the time and manner of providing coaching services to TRR clients. Any advice given to the Coach by TRR in this regard shall be considered a suggestion only, not a mandate.

c. The Coach will supply all equipment, materials, and supplies necessary to provide coaching services and to otherwise carry out their responsibilities under this Agreement.

d. The Coach will bear all expenses incurred in the performance of this Agreement.

e. The Coach shall use one of the following platforms to provide coaching services: Final Surge®; VDOT O2®; Steady State®; or Training Peaks®. The Coach’s use of these platforms is strictly limited to clients enrolled directly through TRR. The Coach must obtain TRR’s prior, written consent to use these platforms for any other purpose.

f. The Coach is expected to treat all TRR employees, contractors, clients, business partners and other affiliates with respect and professionalism, and to comply with all laws, ethical codes, and TRR policies and procedures.

2. TRR Services and Duties.

a. TRR offers the following options to TRR coaches: a community of professional coaches; marketing and client recruitment; payment processing; professional liability insurance; discounted pricing for Final Surge®, VDOT O2®, Steady State® and Training Peaks® subscriptions; review system; and mentor program.

b. TRR does not provide coach training. As of the Effective Date, the Coach must have the training and expertise necessary to provide coaching services and otherwise carry out their responsibilities under this Agreement.

3. Duration, Termination and Renewal of Agreement.

a. This Agreement will take effect on the date it is signed by the Coach (“Effective Date”) and will automatically terminate ninety (90) days after the Effective Date (“Termination Date”), unless terminated earlier pursuant to this Section 3.

b. If TRR desires to renew this Agreement, TRR will notify the Coach in writing at least thirty (30) days prior to the Termination Date and this Agreement will subsequently renew for an additional ninety-day term, unless the Coach notifies TRR pursuant to Section 3(c). If this Agreement is renewed pursuant to this Section 3(b), all provisions of this Agreement will remain in full force and effect.

c. If the Coach does not want to renew this Agreement, the Coach will notify TRR at least thirty (30) days prior to the Termination Date and this Agreement will subsequently terminate on the Termination Date.

d. If the Coach violates any provision of this Agreement, TRR may terminate this Agreement immediately upon written notice to the Coach, in which case TRR will be under no obligation to honor any commission or other payment owed to the Coach.

e. The Coach may terminate this agreement for any reason by giving thirty (30) days prior, written notice to TRR. If the Coach provides 30 days’ notice of termination, TRR will honor all commissions owed to the Coach for payments received by TRR from the Coach’s clients prior to said termination. If the Coach fails to provide 30 days’ notice, TRR shall not be obligated to pay any commission or other payment owed after the date the Coach provides notice, or the date the Coach terminates this Agreement, whichever occurs first.

f. The decision to terminate need not be mutual between TRR and the Coach.

4. Commission

a. TRR will pay a commission to the Coach, equal to the total amount paid by each client of the Coach and collected by TRR, less any deductions pursuant to TRR policies and procedures in place at the time the commission is paid.

b. The Coach is solely responsible for determining the monthly fee to be paid by each client for the Coach’s services. The Coach may modify their fee(s) at any time by notifying TRR in writing.

c. As of the Effective Date of this Agreement, and subject to change with written notice to the Coach, TRR will deduct the following items from the total amount paid by the client and collected by TRR before paying any commission to the Coach:

i. TRR will deduct a service fee,  calculated as 12.5 percent of the total amount paid by the client and collected by TRR.

ii. In addition, if the Coach elects to use Final Surge®, TRR will deduct a fee from the first commission payout of the month, as follows:

  1. US$15.00 for coaches with 5 athletes or less;
  2. US$24.00 for coaches with 6 athletes or more.

iii. In addition, if the Coach elects to use Training Peaks®, TRR will deduct US$9.00 per client from the payment received from each client.

iv. In addition, if the Coach elects to use VDOT O2®, TRR will deduct a fee from the first commission payout of the month, as follows:

  1. US$15.00 for coaches with 25 athletes or less;
  2. US$24.00 for coaches with 26 to 100 athletes.

v. In addition, if the Coach elects to use Steady State®, TRR will deduct a fee from the first commission payout of the month, as follows:

  1. US$0 for coaches with 3 athletes or less;
  2. US$14.00 for coaches with 4 athletes or more.

d. Any commission payable by TRR to Coach pursuant to this Agreement will be paid via PayPal one (1) month following the client’s start date, and at one (1) month intervals thereafter.

e. TRR’s policies regarding pausing coaching, canceling coaching, and changing coaches are set forth at www.teamrunrun.com/refund-policy, which is incorporated herein by reference.

f. TRR does not pay a salary or hourly rate.

5. Independent Contractor Status.

a. The Coach is an independent contractor of TRR and is not an employee of TRR for any purpose. Nothing contained in this Agreement shall be construed to create an employee-employer relationship, agency relationship, partnership, joint venture, or any other fiduciary relationship.

b. The Coach shall have no authority to act as agent for, or on behalf of, TRR, or to represent TRR, or bind TRR in any manner. TRR shall not be liable for any obligations incurred by the Coach unless specifically pre-authorized in writing.

c. The Coach recognizes and understands that the Coach will receive a Form 1099-NEC statement and related tax statements and that the Coach is required to file corporate and/or individual tax returns and to pay taxes on any moneys paid pursuant to this Agreement, in accordance with all provisions of applicable laws. TRR will not deduct or pay income taxes, FICA tax, or any other taxes required to be deducted by an employer. The Coach hereby promises and agrees to indemnify TRR for any damages or expenses, including attorney’s fees and legal expenses, incurred by TRR as a result of the Coach’s failure to make any required tax payments.

d. The Coach hereby waives and forgoes the right to receive any employee benefits from TRR, including, but not limited to, unemployment insurance, worker’s compensation benefits, medical and health benefits, vacation and sick leave, minimum wage, overtime pay, retirement plans, and profit-sharing plans. This waiver is applicable to all non-commission benefits which might otherwise be found to accrue to the Coach by virtue of their services to TRR and is effective for the entire term of this Agreement. This waiver is effective independently of the Coach’s employment status as adjudged for taxation purposes or for any other purpose. The Coach is not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by the Coach or some other entity.

6. Non-Disclosure of TRR Confidential Information and Client Records.

a. TRR owns certain confidential and proprietary information crucial to its business, including trade secrets and all other information not clearly known to the public about TRR’s operations, business and financial affairs, marketing plans and techniques, products, services, contracts, forms, research and development, and plans or projections (“Confidential Information”). Specifically, TRR’s Confidential Information includes, but is not limited to, content on TRR’s website(s), blog(s), forums, race reports, “Talk with the Expert” presentations, coaching webinars, team discounts, document templates, coach and client incentive programs, and client reviews.

b. TRR also owns confidential information about its clients, prospective clients, coaches, and prospective coaches, including their identities, contact information, coaching needs, referral sources, and market data (“Client Records”) and, through the expenditure of considerable effort and resources, TRR has developed and will continue to develop leads on prospective clients.

c. Due to the value of TRR’s Confidential Information and Client Records, and the difficulty of replacing them if they are disclosed, taken, or misused for any reason, TRR seeks by this Agreement to protect TRR’s Confidential Information and Client Records, and any other confidential information the Coach acquires as a result of the Coach’s relationship with TRR.

d. The Coach agrees that the Coach will not disclose or communicate to any person or entity, in any manner, at any time during or after the term of this Agreement, TRR’s Confidential Information or Client Records, except with the express written permission of TRR.

e. In consideration of the resources invested by TRR into client recruitment, acquisition and retention, the Coach agrees that if the Coach receives compensation for providing coaching services to any TRR client outside of the TRR platform during the term of this Agreement or within the six (6) month period following the termination of this Agreement, the Coach will pay to TRR an amount for each such TRR client equal to one hundred fifty percent (150%) of one month’s coaching fee paid by each such TRR client. For the purposes of this Agreement, a “TRR client” is any person who enrolls through TRR, but does not include any person who is a current client/athlete of the Coach on the Effective Date of this Agreement, as listed in Appendix A, attached to this Agreement and incorporated herein.

f. This Section 6 will apply on a world-wide/global basis. Because TRR’s clients reside in all parts of the world, it is fundamentally necessary to maintain the scope of this Agreement on a world-wide/global basis.

g. The Coach agrees that this Section 6 of this Agreement is necessary to protect TRR’s trade secrets pursuant to Colorado Revised Statutes § 8-2-113(2)(b).

7. Intellectual Property.

a. The Coach represents that all content provided by the Coach to TRR including, without limitation, images, videos and text, and any intellectual property, such as that protected or potentially protected by copyrights or trademarks (the “Content”), is owned solely by the Coach.

b. The Coach grants TRR a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content.

c. Any materials or content developed by TRR, making use of the Content, are and remain the sole property of TRR.

8. Relief TRR May Seek.

a. Injunctive Relief. The Coach agrees that, if the Coach violates this Agreement, it would be difficult to determine the damages and lost profits which TRR would suffer as a result of such breach including, but not limited to, losses attributable to lost confidential information and increased competition. Accordingly, the Coach agrees that if the Coach violates this Agreement, TRR will be entitled to a court order for injunctive relief and/or for specific performance, or their equivalent, including requirements that the Coach act or refrain from action to avoid breaching this Agreement, to preserve the secrecy of TRR’s Confidential Information and Client Records, and to protect TRR from additional damages. The Coach agrees TRR does not need to post a bond to obtain an injunction and waives the Coach’s right to require such a bond.

b. Liquidated Damages. TRR will be entitled to liquidated damages in the amount of the Coach’s total revenues received as a result of the Coach’s violation of this Agreement, which amount is the Parties’ best approximation of the value of the obligations the Coach is agreeing to meet and of the damages TRR will suffer if the Coach breaches any of the Coach’s obligations.

9. Liability.

a. The Coach shall perform the services set out in this Agreement at their own risk.

b. TRR makes no guarantees regarding the physical and/or mental fitness of any client.

c. Except with respect to the Parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including bodily injury, death, loss of revenue, profits, or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation, breach of contract, breach of warranty, negligence, strict liability, and other torts.

d. If the Coach violates any of their obligations under this Agreement, the Coach shall, in addition to any and all other remedies, pay all reasonable attorneys’ fees and costs of TRR incurred in enforcing TRR’s rights under this Agreement.

10. Indemnification.

a. The Coach agrees to defend and hold harmless TRR, its affiliates, its officers, directors, agents, employees, contractors, successors and assigns from any and all claims, demands, losses, causes of action, damage, lawsuits, and judgments, including attorneys’ fees and costs, arising out of, or relating to, the Coach’s services under this Agreement.

b. The provisions of this Section 10 shall survive the termination of this Agreement.

11. General Provisions.

a. Scope. This Agreement, and any accompanying attachments, schedules, appendices, and addenda, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

b. Amendment. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party. No modifications to this Agreement shall be binding upon TRR without the express, written consent of TRR.

c. Severability. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision(s) shall be modified to reflect the parties’ intent to the extent necessary to make it enforceable or, if that is not possible, shall be severed from this Agreement. All remaining provisions of this Agreement shall remain in full force and effect.

d. Authorship. No part of this Agreement should be construed against either Party on the basis of authorship.

e. Performance after Termination. All provisions in this Agreement that state obligations and rights that will continue or arise after the termination of this Agreement and/or the termination of the Coach’s retention with TRR will survive such termination and will remain fully enforceable by the party entitled to demand performance from the other party.

f. Waiver. The failure of TRR to enforce at any time any of the provisions of this Agreement or to require at any time performance by the Coach of any of the provisions hereof, shall not be construed as a waiver of such provisions, nor in any way affect the validity of this Agreement or any part thereof, or the right of TRR thereafter to enforce every provision of this Agreement.

g. Assignment of Rights. TRR may assign its rights or obligations under this Agreement at any time after the Effective Date without advance notice to the Coach. The Coach may assign the Coach’s rights or obligations under this Agreement only with TRR’s prior written agreement.

h. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement shall only be brought, tried, and resolved in the applicable federal or state courts having jurisdiction in the State of Colorado. TRR and the Coach hereby consent to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Colorado.

i. Notices. Any notice required by this Agreement must be in writing and will be effective only if (a) hand-delivered, (b) sent by electronic mail to the Party entitled to the notice at the Party’s e-mail address stated below, or (c) sent by certified U.S. mail, return receipt requested, to the Party entitled to the notice at the Party’s address stated below or at such other address as that Party may later give notice to the other Party.

Each Party has read and considered this Agreement carefully, believes that Party understands each provision, and has conferred, or has had the opportunity to confer, with the Party’s own attorney before executing this Agreement. Each Party is fully authorized and empowered to enter into this Agreement and is not incapacitated at time of execution of this Agreement.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this Agreement on the date indicated below.

Team RunRun, LLC

Independent Contractor/Coach Agreement

This Agreement is made and entered into between the independent contractor/coach named below (“Coach”) and Team RunRun, LLC, a Colorado limited liability company (“TRR”) (collectively, “the Parties”) on the Effective Date set forth below.

1. Coach’s Services and Duties.

a. The Coach agrees to provide high-quality coaching services to TRR clients for the duration of this Agreement. Due to the nature of coaching services, quality is evaluated using feedback from clients.

b. The Coach retains sole and absolute discretion regarding the time and manner of providing coaching services to TRR clients. Any advice given to the Coach by TRR in this regard shall be considered a suggestion only, not a mandate.

c. The Coach will supply all equipment, materials, and supplies necessary to provide coaching services and to otherwise carry out their responsibilities under this Agreement.

d. The Coach will bear all expenses incurred in the performance of this Agreement.

e. The Coach shall use one of the following platforms to provide coaching services: Final Surge®; VDOT O2®; or Training Peaks®. The Coach’s use of these platforms is strictly limited to clients enrolled directly through TRR. The Coach must obtain TRR’s prior, written consent to use these platforms for any other purpose.

f. The Coach is expected to treat all TRR employees, contractors, clients, business partners and other affiliates with respect and professionalism, and to comply with all laws, ethical codes, and TRR policies and procedures.

2. TRR Services and Duties.

a. TRR offers the following options to TRR coaches: a community of professional coaches; marketing and client recruitment; payment processing; professional liability insurance; discounted pricing for Final Surge®, VDOT O2®, and Training Peaks® subscriptions; review system; and mentor program.

b. TRR does not provide coach training. As of the Effective Date, the Coach must have the training and expertise necessary to provide coaching services and otherwise carry out their responsibilities under this Agreement.

3. Duration, Termination and Renewal of Agreement.

a. This Agreement will take effect on the date it is signed by the Coach (“Effective Date”) and will automatically terminate ninety (90) days after the Effective Date (“Termination Date”), unless terminated earlier pursuant to this Section 3.

b. If TRR desires to renew this Agreement, TRR will notify the Coach in writing at least thirty (30) days prior to the Termination Date and this Agreement will subsequently renew for an additional ninety-day term, unless the Coach notifies TRR pursuant to Section 3(c). If this Agreement is renewed pursuant to this Section 3(b), all provisions of this Agreement will remain in full force and effect.

c. If the Coach does not want to renew this Agreement, the Coach will notify TRR at least thirty (30) days prior to the Termination Date and this Agreement will subsequently terminate on the Termination Date.

d. If the Coach violates any provision of this Agreement, TRR may terminate this Agreement immediately upon written notice to the Coach, in which case TRR will be under no obligation to honor any commission or other payment owed to the Coach.

e. The Coach may terminate this agreement for any reason by giving thirty (30) days prior, written notice to TRR. If the Coach provides 30 days’ notice of termination, TRR will honor all commissions owed to the Coach for payments received by TRR from the Coach’s clients prior to said termination. If the Coach fails to provide 30 days’ notice, TRR shall not be obligated to pay any commission or other payment owed after the date the Coach provides notice, or the date the Coach terminates this Agreement, whichever occurs first.

f. The decision to terminate need not be mutual between TRR and the Coach.

4. Commission

a. TRR will pay a commission to the Coach, equal to the total amount paid by each client of the Coach and collected by TRR, less any deductions pursuant to TRR policies and procedures in place at the time the commission is paid.

b. The Coach is solely responsible for determining the monthly fee to be paid by each client for the Coach’s services. The Coach may modify their fee(s) at any time by notifying TRR in writing.

c. As of the Effective Date of this Agreement, and subject to change with written notice to the Coach, TRR will deduct the following items from the total amount paid by the client and collected by TRR before paying any commission to the Coach:

i. TRR will deduct a service fee,  calculated as 12.5 percent of the total amount paid by the client and collected by TRR.

ii. In addition, if the Coach elects to use Final Surge®, TRR will deduct a fee from the first commission payout of the month, as follows:

  1. US$15.00 for coaches with 5 athletes or less;
  2. US$24.00 for coaches with 6 athletes or more.

iii. In addition, if the Coach elects to use Training Peaks®, TRR will deduct US$9.00 per client from the payment received from each client.

iv. In addition, if the Coach elects to use VDOT O2®, TRR will deduct a fee from the first commission payout of the month, as follows:

  1. US$15.00 for coaches with 25 athletes or less;
  2. US$24.00 for coaches with 26 to 100 athletes.

d. Any commission payable by TRR to Coach pursuant to this Agreement will be paid via PayPal one (1) month following the client’s start date, and at one (1) month intervals thereafter.

e. TRR’s policies regarding pausing coaching, canceling coaching, and changing coaches are set forth at www.teamrunrun.com/refund-policy, which is incorporated herein by reference.

f. TRR does not pay a salary or hourly rate.

5. Independent Contractor Status.

a. The Coach is an independent contractor of TRR and is not an employee of TRR for any purpose. Nothing contained in this Agreement shall be construed to create an employee-employer relationship, agency relationship, partnership, joint venture, or any other fiduciary relationship.

b. The Coach shall have no authority to act as agent for, or on behalf of, TRR, or to represent TRR, or bind TRR in any manner. TRR shall not be liable for any obligations incurred by the Coach unless specifically pre-authorized in writing.

c. The Coach recognizes and understands that the Coach will receive a Form 1099-NEC statement and related tax statements and that the Coach is required to file corporate and/or individual tax returns and to pay taxes on any moneys paid pursuant to this Agreement, in accordance with all provisions of applicable laws. TRR will not deduct or pay income taxes, FICA tax, or any other taxes required to be deducted by an employer. The Coach hereby promises and agrees to indemnify TRR for any damages or expenses, including attorney’s fees and legal expenses, incurred by TRR as a result of the Coach’s failure to make any required tax payments.

d. The Coach hereby waives and forgoes the right to receive any employee benefits from TRR, including, but not limited to, unemployment insurance, worker’s compensation benefits, medical and health benefits, vacation and sick leave, minimum wage, overtime pay, retirement plans, and profit-sharing plans. This waiver is applicable to all non-commission benefits which might otherwise be found to accrue to the Coach by virtue of their services to TRR and is effective for the entire term of this Agreement. This waiver is effective independently of the Coach’s employment status as adjudged for taxation purposes or for any other purpose. The Coach is not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by the Coach or some other entity.

6. Non-Disclosure of TRR Confidential Information and Client Records.

a. TRR owns certain confidential and proprietary information crucial to its business, including trade secrets and all other information not clearly known to the public about TRR’s operations, business and financial affairs, marketing plans and techniques, products, services, contracts, forms, research and development, and plans or projections (“Confidential Information”). Specifically, TRR’s Confidential Information includes, but is not limited to, content on TRR’s website(s), blog(s), forums, race reports, “Talk with the Expert” presentations, coaching webinars, team discounts, document templates, coach and client incentive programs, and client reviews.

b. TRR also owns confidential information about its clients, prospective clients, coaches, and prospective coaches, including their identities, contact information, coaching needs, referral sources, and market data (“Client Records”) and, through the expenditure of considerable effort and resources, TRR has developed and will continue to develop leads on prospective clients.

c. Due to the value of TRR’s Confidential Information and Client Records, and the difficulty of replacing them if they are disclosed, taken, or misused for any reason, TRR seeks by this Agreement to protect TRR’s Confidential Information and Client Records, and any other confidential information the Coach acquires as a result of the Coach’s relationship with TRR.

d. The Coach agrees that the Coach will not disclose or communicate to any person or entity, in any manner, at any time during or after the term of this Agreement, TRR’s Confidential Information or Client Records, except with the express written permission of TRR.

e. In consideration of the resources invested by TRR into client recruitment, acquisition and retention, the Coach agrees that if the Coach receives compensation for providing coaching services to any TRR client outside of the TRR platform during the term of this Agreement or within the six (6) month period following the termination of this Agreement, the Coach will pay to TRR an amount for each such TRR client equal to one hundred fifty percent (150%) of one month’s coaching fee paid by each such TRR client. For the purposes of this Agreement, a “TRR client” is any person who enrolls through TRR, but does not include any person who is a current client/athlete of the Coach on the Effective Date of this Agreement, as listed in Appendix A, attached to this Agreement and incorporated herein.

f. This Section 6 will apply on a world-wide/global basis. Because TRR’s clients reside in all parts of the world, it is fundamentally necessary to maintain the scope of this Agreement on a world-wide/global basis.

g. The Coach agrees that this Section 6 of this Agreement is necessary to protect TRR’s trade secrets pursuant to Colorado Revised Statutes § 8-2-113(2)(b).

7. Intellectual Property.

a. The Coach represents that all content provided by the Coach to TRR including, without limitation, images, videos and text, and any intellectual property, such as that protected or potentially protected by copyrights or trademarks (the “Content”), is owned solely by the Coach.

b. The Coach grants TRR a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content.

c. Any materials or content developed by TRR, making use of the Content, are and remain the sole property of TRR.

8. Relief TRR May Seek.

a. Injunctive Relief. The Coach agrees that, if the Coach violates this Agreement, it would be difficult to determine the damages and lost profits which TRR would suffer as a result of such breach including, but not limited to, losses attributable to lost confidential information and increased competition. Accordingly, the Coach agrees that if the Coach violates this Agreement, TRR will be entitled to a court order for injunctive relief and/or for specific performance, or their equivalent, including requirements that the Coach act or refrain from action to avoid breaching this Agreement, to preserve the secrecy of TRR’s Confidential Information and Client Records, and to protect TRR from additional damages. The Coach agrees TRR does not need to post a bond to obtain an injunction and waives the Coach’s right to require such a bond.

b. Liquidated Damages. TRR will be entitled to liquidated damages in the amount of the Coach’s total revenues received as a result of the Coach’s violation of this Agreement, which amount is the Parties’ best approximation of the value of the obligations the Coach is agreeing to meet and of the damages TRR will suffer if the Coach breaches any of the Coach’s obligations.

9. Liability.

a. The Coach shall perform the services set out in this Agreement at their own risk.

b. TRR makes no guarantees regarding the physical and/or mental fitness of any client.

c. Except with respect to the Parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including bodily injury, death, loss of revenue, profits, or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation, breach of contract, breach of warranty, negligence, strict liability, and other torts.

d. If the Coach violates any of their obligations under this Agreement, the Coach shall, in addition to any and all other remedies, pay all reasonable attorneys’ fees and costs of TRR incurred in enforcing TRR’s rights under this Agreement.

10. Indemnification.

a. The Coach agrees to defend and hold harmless TRR, its affiliates, its officers, directors, agents, employees, contractors, successors and assigns from any and all claims, demands, losses, causes of action, damage, lawsuits, and judgments, including attorneys’ fees and costs, arising out of, or relating to, the Coach’s services under this Agreement.

b. The provisions of this Section 10 shall survive the termination of this Agreement.

11. General Provisions.

a. Scope. This Agreement, and any accompanying attachments, schedules, appendices, and addenda, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

b. Amendment. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party. No modifications to this Agreement shall be binding upon TRR without the express, written consent of TRR.

c. Severability. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision(s) shall be modified to reflect the parties’ intent to the extent necessary to make it enforceable or, if that is not possible, shall be severed from this Agreement. All remaining provisions of this Agreement shall remain in full force and effect.

d. Authorship. No part of this Agreement should be construed against either Party on the basis of authorship.

e. Performance after Termination. All provisions in this Agreement that state obligations and rights that will continue or arise after the termination of this Agreement and/or the termination of the Coach’s retention with TRR will survive such termination and will remain fully enforceable by the party entitled to demand performance from the other party.

f. Waiver. The failure of TRR to enforce at any time any of the provisions of this Agreement or to require at any time performance by the Coach of any of the provisions hereof, shall not be construed as a waiver of such provisions, nor in any way affect the validity of this Agreement or any part thereof, or the right of TRR thereafter to enforce every provision of this Agreement.

g. Assignment of Rights. TRR may assign its rights or obligations under this Agreement at any time after the Effective Date without advance notice to the Coach. The Coach may assign the Coach’s rights or obligations under this Agreement only with TRR’s prior written agreement.

h. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement shall only be brought, tried, and resolved in the applicable federal or state courts having jurisdiction in the State of Colorado. TRR and the Coach hereby consent to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Colorado.

i. Notices. Any notice required by this Agreement must be in writing and will be effective only if (a) hand-delivered, (b) sent by electronic mail to the Party entitled to the notice at the Party’s e-mail address stated below, or (c) sent by certified U.S. mail, return receipt requested, to the Party entitled to the notice at the Party’s address stated below or at such other address as that Party may later give notice to the other Party.

Each Party has read and considered this Agreement carefully, believes that Party understands each provision, and has conferred, or has had the opportunity to confer, with the Party’s own attorney before executing this Agreement. Each Party is fully authorized and empowered to enter into this Agreement and is not incapacitated at time of execution of this Agreement.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this Agreement on the date indicated below.

Coach

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Coach Name
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TEAM RUNRUN, LLC

By: Matthew Urbanski

Mailing address: 1312 17th Street #72844, Denver, CO 80202

E-mail address: [email protected]