Foot and Nail Institute, LLC

THIS ONE-ON-ONE COACHING AGREEMENT (“Agreement”) is made between you ("Client"), and Foot and Nail Institute, LLC, P.O. Box 353, Pickerington Ohio 43147 ("FNI"), an independent contractor. Client and FNI are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

NOW THEREFORE, in consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

Article I. SERVICES TO BE PERFORMED BY FNI.

I.1. Specific Services. FNI, acting independently and not as an employee of Client, agrees to provide one-on-one coaching services related to the practical aspects of providing foot care and operating a foot care business (the “Services”).

I.2. Method of Performing Services.

(a) FNI will determine the method, details, and means of performing the Services. FNI will use its own resources such as supplies, equipment, tools, and materials to provide the Services.

(b) FNI shall perform its obligations hereunder in compliance with the terms of this Agreement and any and all applicable laws and regulations applicable to FNI’s performance of the Services.

I.3. Status of FNI.

(a) FNI enters into this Agreement, and will remain throughout the term of the Agreement, as an independent contractor. The Parties agree that FNI is not and will not become an employee, partner, agent, or principal of Client while this Agreement is in effect. This Agreement does not in any way create any type of partnership, association, or joint venture between the Parties.

(b) FNI may perform services for and contract with as many additional clients, persons, or companies as FNI, in its sole discretion sees fit. Client acknowledges that this is a non-exclusive engagement and that FNI retains the right to perform services for additional clients as FNI, in its sole and unrestricted judgment, may, from time to time, determine to be in the interest of FNI without liability or obligation to Client.

Article II. COMPENSATION.

II.1. Rate. In full consideration for the Services to be performed by FNI, Client agrees to pay FNI at the rate of $ 298.00 per clinic day, which shall be paid in advance of Services beginning. All FNI invoices are due within 30 days of the invoice date. Invoices will be submitted by email to

II.2. Payment of Expenses. FNI will be responsible for all expenses incurred in performing Services under this Agreement. Compensation paid to FNI is in full consideration of any Services performed and any expenses incurred while performing the Services.

Article III. OBLIGATIONS OF CLIENT.

III.1. Cooperation of Client. Client agrees to comply with all reasonable requests of FNI necessary to the performance of the Services, including scheduling coaching sessions with FNI.

III.2. Indemnification. Client shall indemnify, defend, and hold FNI and its officers, directors, employees, independent contractors, representatives, agents, attorneys, successors, and assigns, harmless from any and all losses, liabilities, and claims, including costs, expenses, and attorneys’ fees arising out of or resulting from Client’s subsequent use of FNI’s ideas, recommendations, or other work provided to Client by FNI under this Agreement.

III.3. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Client without the prior written consent of FNI.

III.4. Good Standing. Client (or the legal owner(s) of Client if Client is a business entity) agrees to provide FNI with proof of Client’s current nursing license and proof of good standing with Client’s state board of nursing.

III.5. Background Check. Client (or the legal owner(s) of Client if Client is a business entity) agrees to provide FNI with authorization to conduct a background check of Client (or the legal owner(s) of Client if Client is a business entity) prior to FNI providing the Services.

Article IV. TERM AND TERMINATION.

IV.1. Term of Agreement. Unless otherwise terminated as provided in this Agreement, this Agreement will continue in effect for a period of twelve (12) months from the Effective Date (the “Termination Date”) and shall then terminate unless renewed in writing by the Parties.

IV.2. Termination on Occurrence of Stated Events. This Agreement will terminate automatically on the occurrence of any of the following events:

(a) Either Party makes or attempts to make an assignment for the benefit of creditors, files a petition for bankruptcy or insolvency, has or suffers a trustee or receiver to be appointed for its business or property, discontinues its business, or is adjudicated bankrupt or insolvent (collectively, “Bankruptcy”); or

(b) Either Party merges, consolidates, or sells all or substantially all of its assets (collectively, a “Sale”), unless the prior written consent of the other Party is first obtained.

IV.3. Early Termination. Client may terminate this Agreement without cause provided notice is given to FNI thirty (30) calendar days in advance.

IV.4. Termination for Default. If either Party defaults in the performance of its obligations under this Agreement or materially breaches any of its provisions, and fails to cure such breach (if such breach is by its nature curable) within thirty (30) days of written notice, then the non-breaching Party may terminate this Agreement by giving written notified to the breaching Party.

IV.5. Payment in Event of Early Termination. Upon the early termination of this Agreement, FNI shall be entitled to payment for any Services performed up to and including the early termination date.

Article V. GENERAL PROVISIONS.

V.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered either personally, by email transmission, by a commercial overnight delivery service, or by certified mail, postage prepaid. Any such notice shall be deemed given when so delivered: (a) personally, upon such service or delivery; (b) if sent by email transmission, on the day so transmitted, if the sender receives written confirmation (which may be in electronic form) from the receiver that the communication was received; or (c) if sent by commercial overnight delivery service or certified mail, on the date reflected by such service as delivered to the addressee. In each instance, such notice, request, demand or other communications shall be addressed to the parties at the addresses set forth herein or to such other address or to such other person as the parties shall have last designated by written notice given as provided to the contact information provided at the bottom of this document.

V.2. Entire Agreement; Modifications. This Agreement, together with FNI’s Terms of Service (available at www.footandnailinstitute.com), supersedes any and all other agreements, either oral or written, between the Parties with respect to the rendering of Services by FNI for Client and contains all of the representations, warranties, covenants, and agreements between the Parties with respect to the rendering of the Services. Except as to the compensation to be paid to FNI under Article II of this Agreement, in the event of any conflict between this Agreement and FNI’s Terms of Service, FNI’s Terms of Service shall control. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding on the Parties. Any modification of this Agreement will be effective only if it is in a writing signed by an authorized representative of the Party to be charged.

V.3. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

V.4. Dispute Resolution.

(a) The Parties understand and agree that the implementation of this Agreement will be enhanced by the timely and open resolution of any disputes or disagreements between the Parties. Each Party agrees to use its best efforts to cause any disputes or disagreements between the Parties arising out of this Agreement to be considered, negotiated in good faith, and resolved as soon as possible.

(b) If negotiation is not successful, then before beginning any legal proceeding, other than to enforce this Section 7.4, the Parties agree to engage in non-binding mediation. Either Party may give written notice to the other Party requesting mediation and the Parties agree to use their best efforts to conduct the mediation within sixty (60) calendar days of the notice. The Parties will share the cost of the mediation equally.

(c) This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflicts of laws principles.

(d) The Parties agree that any disputes or claims between them that cannot be resolved informally will be submitted to binding arbitration in Franklin County, Ohio. The arbitration shall be conducted by the American Arbitration Association, or any other alternative dispute resolution provider mutually agreed upon by the Parties. Client agrees to and hereby waives any right to class arbitration and agree that any arbitration with FNI will be conducted on an individual basis. The prevailing party in any such arbitration shall be entitled to recover all reasonable attorneys’ fees and costs incurred in the arbitration.

(e) All claims of any kind arising in connection with this Agreement shall be deemed waived unless brought within one (1) year of the date the claim arose.

V.5. Attorneys' Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, out-of-pocket costs, and any court, arbitration, mediation, or other litigation expenses incurred in connection with such proceedings from the other Party, in addition to any other relief it may be awarded.

V.6. Client Representations. Client warrants that it is (a) either a registered nurse or a legal entity owned and operated by a registered nurse and (b) legally capable of entering this Agreement.

V.7. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including but not limited to riots; civil commotion; terrorist acts; wars; hostilities between nations; governmental laws, orders, or regulations; embargoes; actions by any government or any agency thereof; acts of God; earthquakes; storms; fires; accidents; strikes; sabotages; explosions; pandemics; or other similar or different contingencies beyond the reasonable control of the respective Parties hereto, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. If as a result of a force majeure event under this Section, either Party or both Parties are precluded from receiving any benefit to which they are entitled hereunder, the Parties hereto will make best efforts to revise the terms of this Agreement so as to restore such Party or Parties to the same relative positions as previously obtained or contemplated hereunder.

V.8. Waiver; Rights Cumulative. No delay or failure on the part of either Party to insist on compliance with any provision hereof shall constitute a waiver of such Party’s right to enforce such provision. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

V.9. Counterparts. This Agreement may be executed by electronic means and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date set forth below.