The Nerve Coach, LLC

Consulting Agreement

This Consulting Agreement (“Agreement”) is made and entered into this date _______ day of ___________ , ______ (the “effective date”) by and between (hereinafter referred to as “CLIENT” and The Nerve Coach LLC. with an address at 70 Buckwalter Rd., Suite 412, Royersford, Pennsylvania 19468 (hereinafter referred to as “CONSULTANT”). In consideration of the foregoing and of the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Services and Materials.

1.1 Services. Consultant will provide Client with education and implementation of neuropathy healing, treatment protocols, therapeutic protocols and supplement protocols as the case may be. Consultant will also review and assist Client in implementing items not covered or certain business practices missing from the Client's practice. Client will be entitled to : (a) Internal Friends & Family Launch Strategy - video examples, instruction, edit suggestions, support (b) Office flow and procedures for launch (c) Day 1 / Day 2 training and videos (d) 14 custom randed forms and handouts for program (e) recommendations for banners, posters and vendor resources (f) one-on-one thirty (30) minute coaching sessions by Zoom meeting or telephone calls with Consultant with text/audio message support during launch, certain guest speakers, and certain industry experts through an online membership platform, training videos, and (bi)weekly group Zoom meetings. The online portal will be available twenty-four (24) hours per day, seven (7) days per week accepting only reasonable downtime for maintenance and adding content.

1.2 Materials. Consultant will provide Client with access to Consultant’s private and confidential materials and trade secrets through coaching, written materials, and access to the online portal. The training and marketing materials, information, coaching information, whether obtained orally, in writing or through Consultant’s online portal (collectively “Confidential Information”) is confidential and shall not be disclosed either directly or indirectly without Consultant’s prior written consent. Client shall not permit use of or access to Consultant’s Confidential Information, and shall not copy them without Consultant’s prior written consent.

2. Term. The term of this agreement shall be for six (6) months. Client is granted a license to use Consultant’s materials for the term of this agreement provided. Client has paid for all of the Client’s consulting fees due. The term may be increased by mutual agreement as set forth herein below.

3. Consideration. Client shall pay Consultant through a recurring credit card payment each month. Client shall sign and set forth the information necessary which authorizes the Consultant to charge Client’s credit card each month for the sum or sums set forth herein. For three (3) months, Client shall pay Consultant Six Thousand ($6,000.00) dollars per calendar month for three (3) consecutive months -or- one (1) payment of Fifteen Thousand ($15,000.00) dollars, considered “pay in full”. Client agrees that any sum not timely paid shall have a late fee assessed for each month the monthly payment is not timely paid of ten percent (10%) of the amount due, which Client and Consultant agree is the amount of damages Consultant will incur for Client’s untimely payment.

4. Duties of Client. Client shall participate as reasonably directed by Consultant, including providing Consultant with such information and reports as may be needed to assist Consultant in coaching and consulting for Client.

5. Limitations. Client agrees that the information and coaching provided to Client is not advice for any particular state or territory. Client must check with Client’s legal representatives and state authorities to determine what may or may not be applicable or permitted in any specific jurisdiction. Client agrees to assume all risk of use of the consulting information and materials. The Confidential Information is for Clients personal use only, may not be sold, recorded, taped, shared or disclosed to any person or entity directly or indirectly without Consultant’s prior written request consent. Nothing herein creates an employee-employer relationship, partnership or joint venture. Client agrees to and does hereby hold the Consultant, its agents, employees, and representatives harmless from any and all damages, penalties, loss of income or any loss, penalty, attorney fees and costs, and lawsuit of every kind and nature relating in any way to this Agreement.

6. Injunctive relief. Each party acknowledges and agrees that money damages would not be a sufficient remedy for any breach of a Recipient's confidentiality obligations, and that the Disclosing Party will be entitled to seek specific performance or injunctive relief as a remedy for any such breach. Such remedy will not be the exclusive remedy for a breach of the confidentiality obligations pursuant to this Agreement, but will be in addition to all other available legal and equitable remedies.

7. Non-Solicitation and Non-Competition.

7.1 Non-Solicitation. Client agrees that Consultant has spent significant time and money developing relationships, leads and contacts with customers and prospective customers, and developing relationships with employees, vendors, and strategic people and entities in the healthcare industry. Therefore, from the effective date of this Agreement until two (2) years after termination or expiration of this Agreement, Client agrees that it shall not have any business-related contact with any of the Consultant’s clients, prospective clients contacted by Consultant, contractors, employees, or strategic people and entities including, without limitation, those with whom Client may have had contact during the term of this Agreement or through relationships with Consultant.

7.2 Non-Competition. Client shall not, for the term of this Agreement and ending on the date of which is two (2) years following the termination of this Agreement, be employed by, act as a consultant to or otherwise perform services for an organization that is in competition with Consultant. For purposes of this section, competitors to Consultant are those that provide consulting, coaching, marketing or sales support and assistance to medical, chiropractic and other types of health care practices.

7.3 Injunctive relief. Client acknowledges and agrees that a breach, actual or threatened, of any term or condition of this Section 7 by client will cause immediate and irreparable harm to Consultant. Consultant shall therefore have the right to seek immediate injunctive relief from a court of competent jurisdiction without having to prove irreparable harm and Client shall and does hereby stipulate to such court that such irreparable harm exists. Consultant may, in addition to obtaining appropriate injunctive relief, also see appropriate damages and any other type of remedy available to Consultant based upon such breach by Client.

8. Termination. This agreement shall terminate upon the earlier of the following events: (a) upon expiration of the term or any renewal term provided above; (b) upon the mutual written consent of Consultant and Client; (c) upon delivery of notice of termination of the Agreement by Consultant to Client for the failure by Client to timely or fail to pay any amount due under this Agreement, any breach of this Agreement by Client or any material disruption or wrongful misconduct by Client against Consultant or any of Consultant’s programs or events, as determined by Consultant in its sole and absolute discretion; or (d) upon delivery of written notice of termination by one party to the other party in the event of any assignment of assets or the business by said other party for the benefit of creditors, upon appointment of a trustee or receiver to conduct other party’s business or affairs or to take possession of its assets, upon insolvency by said other party, upon said other party’s being adjudged in any legal proceeding to be either voluntarily or involuntarily bankrupt, upon the winding-up, sale, consolidation, merger or any sequestration of said other party by governmental authority or otherwise, or upon any criminal conviction or material violation of law on the part of said other party.

9. Effect of termination. Upon termination of this Agreement, the following shall occur: (a) all rights and licenses granted by Consultant to Client under this Agreement, including all rights and licenses to use Consultant’s online portal and written materials and confidential information shall immediately terminate; (b) all money owed by Client to Consultant for the remainder of the Term shall be immediately due and payable, except that in the event of an early termination of this Agreement by Client for any material breach, by Consultant, any amounts which were to first become due on or after the effective date of termination are hereby waived (but with all amounts due prior to the effective date of termination immediately due and payable). In addition, all terms relating to the Confidential Information shall, and all other items which are the property of Consultant, in any and all forms and mediums, shall survive termination of the Agreement, including the rights and remedies permitted by this Agreement, in law and equity, including, but not limited to, damages, injunctions and restraining orders.

10. Notices. All notices required or permitted to be given or made under this Agreement must be made in writing and delivered by certified mail, return receipt requested. Mailed notices shall be addressed to the parties as their addresses appear above, except that in the event written notice of a change of address is made in accordance with this section, then such mailed notices shall be addressed to the party in question at such new address.

11. Waiver. No waiver or modification of this Agreement shall be valid unless in writing and signed by the party to be charged thereby. The failure of either party to take any action under this Agreement, or the waiver of a breach of this Agreement, shall not affect that parties rights to require performance hereunder or constitute a waiver of any subsequent breach.

12. Force Majeure. Neither party shall be liable for any loss, damage, delay, or failure to perform in whole or in part resulting from causes beyond their control, including, but not limited to, fires, strikes, pandemics, insurrections, riots, embargoes, delays in transportation, inability to obtain supplies of raw materials, or requirements or regulations of the United States or any foreign government, or any other civil or military authority. Furthermore, neither party shall be liable for consequential damages.

13. Binding agreement. Client represents and warrants that the Client has the right and ability to enter into this Agreement, and that the execution and delivery by it of this Agreement, and the performance by it of its obligation hereunder, do not (and with the giving of notice or lapse of time or both would not) violate any agreement or other obligation to which it is a party or otherwise bound.

14. Enforcement. Any action relating to this Agreement brought by either party shall be filed in the courts of the State of Pennsylvania, County of Montgomery and the parties hereby submit to the jurisdiction of said court with respect to any such action or proceeding, with venue also to be in Montgomery County, Pennsylvania, as the agreed place of the entering into of this Agreement.

15. Indemnification. Client shall indemnify, defend and hold harmless Consultant and Consultant’s employees, officers, managers, owners, shareholders, members, agents, successors and assigns, from and against any and all claims, actions, suits, proceedings, demands, fees and costs, arising from or in connection with: (a) any and all performance, non performance, acts, wrongful acts, errors or omissions of Client; (b) the conduct of Client’s business; or (c) and any and all breaches or defaults of this Agreement, or breaches or defaults of any contracts with any company to whom Client may be referred by Consultant.

16. Attorneys Fees. In the event of any controversy, claim or dispute between parties, arising out of or relating to this Agreement, its breach or enforcement, the prevailing party shall be entitled, in addition to any other relief, to recover reasonable attorneys’ fees, costs, and expenses, whether or not the controversy, claim, or dispute results in litigation or arbitration between parties.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania without regard to conflicts of law provisions.

18. Construction. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against either party, irrespective of which party drafted the same. The headings herein are for reference only and shall not define or limit the provisions hereof.

19. Entire Agreement. The recitals hereto are a part of this Agreement. This agreement is binding and constitutes the entire agreement between the parties with respect to the subject matter addressed herein, and all other prior and contemporaneous agreements, whether written or oral, as may relate to the same, are hereby superseded.

20. Severability. If any provisions of this Agreement is found to be invalid, illegal or unenforceable by a court or tribunal, the remaining provisions shall not be affected hereby, but shall continue in full force and effect, and the provision in question shall be reduced or modified by such court or tribunal, but only to the extent necessary to permit its enforcement and only in such court or tribunal’s jurisdiction.

21. Modification. This agreement may not be altered, modified, amended or hanged, in whole or in part, except by a writing executed by the parties

22. Assignment / Transferability. This Agreement is fully assignable by Consultant and shall inure to the benefit of any assignee or other legal successor to the interests of Consultant. This Agreement and the rights, duties and obligations created by this Agreement, are personal to Client, and neither the Agreement, nor the rights, duties or obligations of Client hereunder, may be voluntarily, involuntarily, directly or indirectly, assigned or otherwise transferred or encumbered by Client, including, without limitation, by will, declaration of or transfer in trust, or the laws of the intestate succession, or by operation of law, without the prior written approval of Consultant.

23. Successors. This Agreement shall be binding upon the parties and their heirs, successors, assigns, estates, transferees, grantees and legal representatives.

24. Execution of Documents. This Agreement shall be effective when signed by both parties. This Agreement may be executed in multiple copies, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto have caused this The Nerve Coach, LLC. to be executed as of the day set forth above.

CLIENT or Entity Name THE NERVE COACH, LLC.