Client’s signature on this Agreement authorizes Winners Edge to process the above transactions via automatic withdrawal using Client’s MasterCard, Visa, Discover, or American Express card. Client agrees to maintain current credit card information on file with Winners Edge.

Payment will commence upon the execution of this Agreement. If Winners Edge is unable to process a payment, and Client fails to tender payment within five (5) days of the due date, Winners Edge may suspend all client benefits until Client’s account is brought current.

If Client’s account is delinquent for a period of ten (10) days or longer, Client may be considered to have terminated this Agreement, and will be subject to the early Termination Payment if Client’s default occurs during the Initial Term.

Placing a membership on hold, in which Client’s payments would suspend along with all membership benefits, will only be considered for the following situations: Maternity or paternity leave, active military duty, physical disability, or state Board violation which renders the Client unable to practice. Client and Winners Edge Consulting will agree upon the length of the hold in advance, and the Initial Term of this contract will be extended to reflect the time of the hold.

This Chiropractic Consulting Agreement (“Agreement”) is entered into today (“Effective Date”), by and between Winners Edge Consulting, a Minnesota company, located at 18916 Lake Drive East, Chanhassen, Minnesota USA 55317 (“Winners Edge” or “Consultant”), the form submitter (“Client”) (collectively “Parties” or individually “Party”).

1. ENGAGEMENT
Winners Edge has engineered consulting services, seminars, trainings, and products for chiropractors and members of the chiropractic profession. Client and Winners Edge desire and hereby enter into this Agreement, and the Parties mutually agree to be bound by the terms and conditions herein.

2. SERVICES
During the term of this Agreement, Winners Edge will offer certain consulting services, seminars, trainings, and online materials regarding the development, management, and operation of Client’s chiropractic practice (collectively “Services”). Winners Edge’s Services are limited to the above-mentioned elements and do not include duties or responsibilities relating to the professional chiropractic services rendered by Client.

3. PROGRAM DETAILS
Clients in the Winners Edge program enjoy the following Services:

Coaching Calls

• Client will have access to DC Video Zoom calls.
• Client’s staff will have access to CA Video Zoom calls.
• Private coaching calls with Winners Edge. See Section 5.
• Client and staff can email or call in as needed.

NOTE: There are no calls the weeks of TRUE Chiro Success Seminars, as well as the holiday weeks of: New Year’s Day, Memorial Day, 4th of July, Labor Day, Thanksgiving, and Christmas.

Website Features

• Client gets passcodes to the substantial Winners Edge Video Library.
• Zoom coaching calls are recorded and archived as are Synopsis videos of Seminars for later viewing.
• Client is given access to Winners Edge contacts and practice resources.

Events

• Client DCs, spouses and CAs are allowed to attend certain, but not all True Chiro Success Seminars. These may be periodically delivered via Zoom, in which case are called Zoominars.
• Client and CAs are eligible to register for Workshops, Trainings, DC Bootcamps, CA Bootcamps and other special events for their prevailing members-only fee.

Also Included

• Client will be added to the Winners Edge Members ONLY Facebook Group.
• Client CAs will be added to the Winners Edge Members only CA Facebook Group.
• Client may email winnersedgeconsulting@gmail.com at any time with questions.
• Once Client’s practice opens, Client will receive the member “ToolKit” including Practice Essentials, Business Essentials, CA Essentials, Member Guide, Scripts, Affirmations, and Ultimate Wisdom Booklets. Complete with all foundational scripts, procedures as well as membership bonus materials.

4. CLIENT RECOMMENDATIONS

• Send Winners Edge a copy of their current office floorplan.
• Send a video walkthrough of their office.
• Keep stats per the Winners Edge System and send them to Winners Edge monthly. - Provide additional information as needed for consultant to render services.

6. CONFIDENTIALITY
Client will acquire, access, and receive certain Materials from Winners Edge regarding development and management of a chiropractic practice.

The Materials Client will acquire, access, and receive include video, written, printed, audio, and electronic documents and information, and concepts, methods, names, systems, and processes, including, but not limited to, True Chiro Success, the Orange Card concept of goal setting, the Love Health Career Money concept, the Rapid Fire Debt Elimination program, Money Vortex, the Bests, the Stat System, Insta-Report, Re-Sign language, Installs, Installations, Bootcamps, and other named or unnamed systems, methods, techniques, scripts, or tools, all of which are the proprietary and intellectual property of Winners Edge (collectively “Materials”).

Client agrees to protect and safeguard the Materials in the same manner that Client would protect and safeguard its own proprietary, intellectual property, or confidential information, but in no event with less than a commercially reasonable degree of care. Client will not use the Materials, or permit the Materials to be accessed or used, for any purpose other than for purposes permitted pursuant to this Agreement.

Client agrees to not disclose, share, distribute, sell, or reproduce in whole or in part, or create derivative works, of any Materials acquired, accessed, or received from Winners Edge without Winners Edge’s prior written consent. Client will be responsible for any breach of this section by Client or any of Client’s current or former representatives, agents, employees, or contractors who may have been given access to the Materials.

Client agrees that it will not use any Materials or any derivative works of the Materials to provide consulting services or to otherwise operate a business that would compete with any product or service of Winners Edge.

7. OWNERSHIP & USE OF WORK PRODUCT
Winners Edge will, as between Winners Edge and Client, own all right, title, and interest, including all copyrights, patent rights, trademark rights, and other proprietary or intellectual property rights, in and to any work product provided in connection with this Agreement including all Materials set forth in Section 7. Winners Edge shall be the sole and exclusive owner of all such work product and Materials.

For purposes of this Agreement, any work for which a copyright could be claimed (“Work”) developed in the course of Winners Edge’s performance under this Agreement shall not be deemed “work made for hire” under federal copyright law and all ownership rights to such Work belong exclusively to Winners Edge. In the event such Work does constitute “work made for hire” under copyright law, Client hereby grants, transfers, assigns, and conveys to Winners Edge and its successors and assigns, the entire right, title, and interest in the Work or any part thereof, including but not limited to the right to reproduce, prepare derivative works, distribute by sale, license, or otherwise transfer, to display and to secure copyrights or patents and renewals, reissues, and extensions of any such copyrights or patents in the United State of America or any foreign country.

Winners Edge hereby grants Client a limited, non-exclusive, revocable license to use any information and Materials developed in connection with this Agreement for the purposes for which Winners Edge has been engaged by Client and for which the information and Materials were prepared by Winners Edge. Winners Edge may revoke this limited, non-exclusive license upon written notice to Client, and Client agrees to immediately cease using any information or Material to which Winners Edge retains intellectual property rights upon receipt of such notice.

Client agrees to not use any Winners Edge logos or trademarks, including but not limited to the name, sprocket logo, cog logo, Guardian logo, or BE FIRST logo without the express written consent of Winners Edge.

8. LIMITATION OF LIABILITY
Client acknowledges and agrees that Client is solely responsible for Client’s own actions, decisions, failure to act, or omissions both during and after the Services are performed. Client accepts full responsibility for any actions, decisions, failure to act, or omissions, including the results or outcome of any such actions, decisions, failure to act, or omissions, made by Client, including those based on information, Materials, Services, recommendations, or advice received from Winners Edge or any of Winners Edge’s owners, employees, contractors, or consultants (“Representatives”). Winners Edge does not guarantee or promise the success of any information, Materials, Services, recommendations, or advice.

Client acknowledges that Winners Edge and its representatives will not be liable to client or any third party for any loss, damage, or harm incurred from actions, decisions, failure to act, or omissions made by client, or in the performance of services, unless caused by the intentional and willful misconduct of Winners Edge. In no event will Winners Edge or its representatives be liable to client or any third party for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, arising out of or relating to, or in connection with any breach of this agreement, regardless of: whether such damages were foreseeable; whether or not client was advised of the possibility of such damages; and the legal or equitable theory upon which the claim is based.

Winners Edge makes no warranty whatsoever with respect to the information, materials, services, recommendations, or advice, and expressly disclaims all warranties, including the warranty of merchantability, fitness for a particular purpose, warranty of title, and warranty against infringement of intellectual property rights.

Client understands and acknowledges that its damages, if any, for any claim arising out of this agreement, information, services, recommendations, or advice received from Winners Edge or its representatives we be limited to the amount of fees paid by client to Winners Edge in the six-month period preceding the event giving rise to the claim.

9. INDEMNIFICATION
Client agrees to indemnify, hold harmless, and defend Winners Edge and its subsidiaries, parent and sister companies, and their agents, employees, contractors, officers, managers, members, shareholders, governors, and directors from and against any and all loss, liability, cost, and expense including, but not limited to, attorneys’ fees, arising in connection with a breach by Client of any of Client’s obligations or representations under this Agreement, or for any actions, failure to act, or decisions of Client.

10. STATUS OF WINNERS EDGE
Client agrees to indemnify, hold harmless, and defend Winners Edge and its Representatives, subsidiaries, parent and sister companies, and their agents, employees, contractors, officers, managers, members, shareholders, governors, and directors from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, arising in connection with a breach by Client or client’s agents, employees, contractors, or representatives, of any of Client’s obligations or representations under this Agreement, or for any actions, failure to act, or decisions of Client.

11. NO SOLICITATION
Client agrees that on behalf of Client and its owners, employees, contractors, agents, representatives, affiliates, spouses, friends, family members, and other third parties (“Client’s Representatives”), that Client and Client’s Representatives will not, directly or indirectly: (i) solicit any other Winners Edge members, or member’s clinics, employees, or contractors at any time, whether in person, electronically, or by other means, to promote or sell any product or service, related or unrelated to chiropractic, of Client or Client’s Representatives, including by way of example and not limitation, consulting services, training, marketing opportunities, office visits, supplements, essential oils, air purifiers, or any other product or service; (ii) cause, induce, or encourage any Winners Edge member to terminate or cease membership with Winners Edge; or (iii) solicit, hire, recruit, or attempt to hire or recruit, any employee of Winners Edge, or induce the termination of employment of any employee of Winners Edge. This restriction shall remain in place during the term of this Agreement, and for a period of two years after the termination of this Agreement.

12. MISCELLANEOUS

• 12.1 Definitions. Any words with initial capital letters, that are not proper names, are as defined in this Agreement.
• 12.2 Nondisparagement. Client agrees to refrain from making any statements or communications which in any way reflect negatively on Winners Edge or its employees.
• 12.3 Failure of Performance. Failure by Winners Edge to perform any of its obligations hereunder shall not be deemed a breach of this Agreement unless Client gives Winners Edge written notice of such failure to perform and such failure is not corrected within thirty (30) days from and after receipt of such notice.
• 12.4 Force Majeure. Winners Edge will not be in breach of its obligations under this Agreement in the event that Winners Edge is unable to perform, in whole or in part, any one or more of its obligations under this Agreement for cause or causes beyond Winners Edge’s control. Such causes include, by way of example and not limitation, technical failures or difficulties, problems or interruptions with the Internet, computer viruses, fire, snow storms, hurricanes, or other acts of God, political insurrection or problems arising from federal, state, or local authorities, labor disputes, strikes, or any other cause or causes beyond the control of Winners Edge.
• 12.5 Severability. It is the desire and intent of the Parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and policies applied in each jurisdiction in which enforcement is sought. If any provision of this Agreement is held to be contrary to law, that provision shall be deemed severed from the balance of this Agreement and the balance of this Agreement shall remain in force between the Parties.
• 12.6 Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without giving any effect to any choice or conflict provision of law that would cause the application of the laws of any jurisdiction other than the State of Minnesota. The venue of any dispute arising out of this Agreement shall be the State of Minnesota, County of Hennepin. Client expressly consents to this jurisdiction and venue and waives any argument of undue hardship, burden, inconvenience, or forum non convenient.
• 12.7 Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered, or if sent by certified mail, postage prepaid, to the addresses set forth below and shall be effective and duly delivered on the day of personal or courier delivery, three (3) days beyond the date of deposit into the United States Postal Service, or on the day of electronic confirmation of receipt following electronic facsimile transmission to the name, address and facsimile number of the Party being notified as designated in writing between the Parties prior to delivery.
• 12.8 Waiver. The waiver of Winners Edge of a breach of any provision of this Agreement by Client shall not operate or be construed as a waiver of any subsequent breach.
• 12.9 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their respective heirs, representatives, successors and assigns, but shall not be assignable by Client without the express written consent of Winners Edge. Any assignee, entity, or person acquiring Client’s business must agree to assume the rights and obligations of Client under this Agreement.
• 12.10 Entire Agreement. This Agreement will be deemed to express, embody and supersede all previous understandings, agreements and commitments, whether written or oral, between the Parties hereto with respect to the subject matter hereof and to fully and finally set forth the entire agreement between the Parties hereto.
• 12.13 Counterparts & Facsimile Signatures. This Agreement may be signed in one or more counterparts but all of which taken together shall constitute one instrument. Facsimile signatures shall be considered as original for the purpose of enforcing this Agreement.
• 12.12 Costs of Enforcement. In any proceeding to enforce the terms of this Agreement, if Winners Edge is the prevailing Party, Winners Edge will be entitled to recover from Client its costs and expenses, including reasonable attorneys’ fees, unless otherwise stated herein. Client is further responsible for all costs and expenses of collection, including, but not limited to, attorneys’ fees. Client is not entitled to recover its costs and expenses, including reasonable attorneys’ fees, from Winners Edge under any circumstances.
• 12.13 Construction. The Parties and their respective counsel have had the opportunity to review and revise this Agreement. The Parties acknowledge that the normal rule of construction that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.
• 12.14 Incorporation of Recitals & Introductory Statements. The Parties hereto acknowledge that any above- stated recitals and all introductory statements are true and correct and are hereby incorporated by reference as terms and conditions of this Agreement.
• 12.15 Membership Level Details. Client agrees to their corresponding selection for membership level which is outlined below:
  
  Students and Start-Up DCs:
  • Cruiser:
  • Client can email or call in as needed. Client agrees to pay a special Start Up fee of $195.00 per month until Client’s practice opens.
  • Once open, Client agrees to pay Winners Edge $995.00 per month for a 24-month Initial Term.
  • Upon completion of the 24-month Initial Term, membership will automatically continue as Cruiser at the fee of $995.00 per month.
  • 24-month Initial Term starts when the practice opens. There is no termination fee after the Initial Term.

Practicing DCs:
• Cruiser:
• Client can email or call in as needed.
• Client agrees to pay Winners Edge $1295.00 per month during the 24-month Initial Term.
• Upon completion of the 24-month Initial Term, membership will automatically continue as Cruiser at the alumni fee of $995.00 per week.
• There is no termination fee after the Initial Term.
• Mach1:
• Client receives a monthly private coaching call.
• Client agrees to pay Winners Edge $1995.00 per month during the 24-month Initial Term.
• Upon completion of the 24-month Initial Term, membership will automatically continue at the Cruiser alumni fee (no coaching call) for $995.00 per month.
• There is no termination fee after the initial term.

Client retains Winners Edge to render consulting Services for a period of twenty-four (24) months (“Initial Term”). Upon completion of the Initial Term, this Agreement will automatically continue until terminated by either Party. No termination will have the effect of terminating Client’s obligation to pay Winners Edge through the effective date of termination in accordance with this Agreement. Client’s obligation to pay Winners Edge will survive the termination of this Agreement. If Client terminates this Agreement prior to the expiration of the Initial Term, Client agrees to pay an early termination payment (“Termination Payment”) as follows:

• $5,000.00 if terminated within 6 months of Effective Date.
• $4,000.00 if terminated after 6 months but before 12 months of Effective Date.
• $3,000.00 if termination occurs after 12 months of Effective Date.

Client acknowledges and agrees that the Termination Payment is not a penalty, and that this amount is fair and reasonable considering the Agreement as a whole and the circumstances surrounding the Parties’ relationship. This Termination Payment is for the amount of damages Winners Edge will reasonably sustain from, by way of example and not limitation: Client having received volumes of program Materials from Winners Edge for which Winners Edge has invested substantial time, money, and resources to develop, the payment for which was to be allocated over the entire relationship with Client; and from call time vacancies, and scheduling and observation vacancies, which were reserved for Client, and that may take weeks or months of time and marketing expense to refill.

Upon termination of this Agreement, the Termination Payment (if termination is during the Initial Term) and any outstanding coaching fees are due immediately using the payment information on file with Winners Edge, and Client hereby authorizes Winners Edge to process the Termination Payment, if applicable, and payment for outstanding coaching fees, if any. If Winners Edge is unable to process the above payment, and payment is not made in full by Client within thirty (30) days of the termination date, the matter will be forwarded for collection proceedings. Nothing in this Section precludes Winners Edge from seeking recovery of any other damages to which it may be entitled under the law.

The Termination Payment does not apply if the Agreement is terminated after the Initial Term. The Termination Payment is waived if the Client is called for active military service, had their license suspended, or is unable to practice due to physical disability or as a result of leaving the profession of chiropractic.