THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the date of signature applied and submitted (the “Effective Date”), by and between TRAINER (the “Employment”) and Health Professional Connect Inc. otherwise known as Fitness at Your Door, known as "FAD".
The Company desires to engage the Employee to provide certain management services in connection with the Company’s FAD training location and the Employee desires to provide such sales & sales management services on the terms and conditions set forth in this Agreement.
The Company and the Employment agree as follows:
1. Engagement; Title. The Company agrees to engage the Employment and the Employment agrees to become an employee of the Company on the terms and conditions set forth in this Agreement. The Employee’s title shall be FAD Trainer.
2. Capacity and Duties.
(a) The Employee shall perform the duties and have the responsibilities as directed by the Company from time to time including, but not limited to, business development; marketing; implementing sales procedures, sales policies, sales programs and other directives from the Company and its franchisor; training personnel; developing and maintaining sales personnel schedules; sales management and oversight; membership management and communications, writing training program for client, recording client or yourself, virtual & online training, & maintain client safety.
(b) The Employee shall devote their business time, skill, energy, business judgment, knowledge and best efforts for the Company in the advancement of the best interests of the Company and the performance of the Services.
(c) The Employee shall comply with all policies, standards, and regulations of the Company as they are established from time-to time and shall perform his duties in accordance with the laws, rules, and regulations of the State of Florida and the United States.
3. Term. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with Section 5 (such period of time referred to herein as “Term”)
4. Compensation. As compensation for performing the Services, during the Term the Company shall pay to Employment:
Tier 1-Trainer receives 35% of each training session completed for 90 total working days.
Tier 2- Trainer receives 40% of payment each training session completed for 180 total working days, after 180 days you receive 45% of payment each training session completed.
Tier 3- Trainer receives 50% of payment each training session completed after total of 365 working days.
*Subject to increase early advancement on peak performance.
Termination. The Employment's engagement with the Company may be terminated (i) by the Company at any time, for any reason or no reason whatsoever, with or without cause and (ii) by the Employment at any time, for any reason or no reason whatsoever, upon written notice to the employee. Except for those provisions of this Agreement which are intended to survive its termination, including, without limitation, Sections 7 and 8, this Agreement shall terminate upon any such termination of the Employment’s engagement with the Company.
(c) The Employee acknowledges that the Employee shall be responsible for the payment of all taxes relating to the compensation received by the Employee pursuant to this Agreement and shall indemnify and hold the Company harmless from and against any losses, costs, liabilities or expenses incurred by the Company in connection with the Employee’s failure to pay any taxes relating to the Compensation. The employee will be eligible to partake in the benefit program once offered by the company.
5. Nonsolicitation / Non Competition.
(a) The Employment agrees that at all times during the Term and for a period of two (2) years thereafter, he will not, without the Company’s prior written consent, on behalf of any individual, partnership, corporation, association, limited liability company, or entity that provides services competitive with the Company’s business within fifty (50) miles of the Company’s studio location, which competitive services include, but are limited to, group fitness classes or services, high intensity interval training classes or services, and boutique fitness services (a “Competitive Business”), solicit, directly or indirectly, the business of any person who was a client or customer of the Company during the Term.
(b) The Employee further agrees that at all times during the Term and for a period of two (2) years thereafter, he will not, without the Company’s prior written consent, (i)
2 serve as a partner, employee, consultant, employment, officer, director, manager, agent, associate, or otherwise work for a Competitive Business or (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, any competitive business.
c) If in any judicial proceeding, a court shall refuse to enforce this rule Section 8 or any other restrictive covenant in this Agreement, whether because the time limit is too long or because the restrictions contained in this Section 7 or in such other covenant are more extensive (whether as to geographic area, scope of business or otherwise) than is necessary to protect the business or goodwill of the Company, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit the greatest restriction possible to be enforced in such proceedings
(d) If the Company or its successors in interest shall successfully make application to a court of competent jurisdiction for injunctive relief to enforce the provisions of this Section 8, then the period of time from the time of breach until the date on which the court grants injunctive relief shall be added to the duration of the non competition restriction.
(e) The Employee covenants and agrees that if she shall violate any of the provisions herein, the Company shall be entitled, in addition to any other appropriate relief, to an accounting and repayment of all profits, compensation, commissions, remuneration, or other benefits that the Employment directly or indirectly has realized and/or may realize as a result of, or growing out of, or in connection with, any such violation. Be aware a shopper will periodically evaluating your services. These remedies shall be in addition to, and not in limitation of, injunctive relief or other rights or remedies to which the Company is or may be entitled at law or in equity under this Agreement.
6. Confidential Information.
(a) The Employment agrees that at all times both during the term of this Agreement and for a period of five (5) years thereafter, the Employee shall not (except as required in the course of the Employee’s engagement with the Company) (i) communicate or divulge any Confidential Information to any third party, or (ii) use any Confidential Information for the benefit of himself or any other person or entity without the express written consent of the Company. Notwithstanding the foregoing, the obligations of Company imposed under this Section 8 with respect to trade secrets shall continue forever. For purposes of this Agreement, the term “Confidential Information” shall mean any and all knowledge, data or information of, about or relating to the Company or its customers, regardless of whether or not specifically marked as “confidential,” or any other information that the Company shall, in the ordinary course of business, possess or use and not release externally without restriction on use or disclosure. By way of illustration but not limitation, Confidential Information includes trade secrets, inventions, innovations, processes, methods, procedures, strategies, data, techniques, plans, budgets, financial information, and customer information. Notwithstanding the foregoing, it is understood that, except as otherwise provided in any other agreement, at all such times, Employee is free to use information which is generally known in, or available to, the trade or industry, and information which is not gained as a result of a breach of this Agreement.
(b) In recognition of the unique services to be performed by Employee and the possibility that any violation by Employee of this Section 8 may cause irreparable or indeterminate damage or injury to Company, Employee expressly stipulates that the Company is entitled to obtain an injunction from any court of competent jurisdiction restraining any violation
or threatened violation of this Agreement. Such right to an injunction shall be in addition to, and not in limitation of, any other rights or remedies the Company may have for damages.
7. Representation by the Employment. Employee hereby represents and warrants that the execution of this Agreement and the performance of his duties and obligations hereunder will not breach or be in conflict with any other agreement to which the Employee is a party or by which the Employee is bound, and that Employee is not now subject to any covenant against competition or similar covenant which would affect the performance of his duties under this Agreement, irrespective of Employee’s belief that such agreement or covenant is unenforceable.
8. Assignment. This Agreement is personal and shall in no way be subject to assignment by the Employee. It shall be binding upon and shall inure to the benefit of the Company and its successors and assigns, and its economic rights and benefits shall inure to the benefit of the Employee or her heirs and duly constituted legal representatives.
9. Severability. If any covenant, condition, term, or provision contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, in whole or in part, by judgment, order, or decree of any court or other judicial tribunal of competent jurisdiction, from which judgment, order, or decree no further appeal or petition for review is available, such covenant, condition, term, or provision shall be severed from this Agreement, and the validity of the remaining covenants, conditions, terms, and provisions contained in this Agreement, and the validity of the remaining part of any term or provision held to be partially invalid, illegal, or unenforceable, shall in no way be affected, prejudiced, or disturbed thereby.
10.Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties in relation to the subject matter of such agreements and there are no promises, representations, conditions, provisions or terms related to those agreements other than those set forth in this Agreement. This Agreement supersedes all previous understandings, agreements, and representations, written or oral, between the Company and the Employee regarding the Employee’s engagement with the Company.
11. Governing Law; Jurisdiction; Venue. This Agreement shall be construed under, and governed by, the laws of the State of Florida. The parties agree that the exclusive venue for any litigation, proceeding, claim or controversy that arises out of or relates to the Employee's engagement, this Agreement, or the breach of this Agreement, will be in Palm Beach County, Florida. The parties each hereby submit to the jurisdiction at the state and federal courts in and for Palm Beach County, Florida.
12. Waiver, Amendment. No waiver by any party of any provision of this Agreement shall be deemed a waiver by such party of such provision in any other instance or a waiver of any other provision of this Agreement in any instance. This Agreement cannot be modified except in writing signed by the party to be charged.
13. CAVEAT. THIS AGREEMENT HAS BEEN PREPARED BY LEGAL COUNSEL TO THE COMPANY. EMPLOYEE IS ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE REVIEW OF THIS AGREEMENT.
EXECUTION OF THIS AGREEMENT BY EMPLOYEE SHALL MEAN THAT EMPLOYEE SOUGHT
ADVICE FROM INDEPENDENT LEGAL COUNSEL OR DETERMINED THAT SUCH COUNSEL WAS NOT NECESSARY. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.