This Group Coaching Service (the "Agreement") is made and entered upon purchaseof the Agreement by and between ("Client"), and Bout It Co., a Sole Proprietorship located at 43 Redberry, Irvine, CA 92618, USA ("Consultant") (collectively, the “Parties” and each, a “Party”).

BACKGROUND

WHEREAS, Client desires to engage and retain Consultant to provide certain consulting services

WHEREAS, Consultant is willing to provide Group Coaching Services to Client.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, promises, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Company and Consultant agree as follows:

Section 1.  Engagement.  During the Term (as defined hereinafter) of this Agreement, and subject to the terms and conditions herein, the Client hereby engages the Consultant and Consultant hereby accepts the engagement, to consult with Client in Personal Branding, Social Media Marketing, Offer Creation, Fundamental Sales Strategies Weekly Group Coaching Calls including and without limitation performing all of the duties that would be reasonably expected from a consultant. Client acknowledges and agrees that it shall receive the Group Coaching Services in a manner consistent with any reasonable instructions received from, or requirements established by, the Consultant. 

1. Client is responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results. As such, the Client agrees that the Coach is not and will not be liable for any actions or inaction, or for any direct or indirect result of any services provided by the Coach.
2. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
3. Client understands that coaching is not to be used as a substitute for professional advice by legal, mental, medical or other qualified professionals and will seek independent professional guidance for such matters. If Client is currently under the care of a mental health professional, Coach will recommend that Client inform the mental health care provider.
4. Client agrees to communicate honestly, be open to feedback and assistance, and create the time and energy to participate fully in the program.

Section 2. Fees and Taxes. ln consideration of the Group Coaching Services to be provided hereunder, the Client hereby agrees to pay Consultant the agreed-upon fees (“Consultant Fees“) for payable services performed upon presentation of an invoice to Client. Client shall have no responsibility for determining, remitting, or withholding any taxes applicable to Consultant Fees. Instead, Consultant shall be solely responsible for: (a) determining whether Client is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Consultant Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself, as appropriate; and (b) determining whether Client is required by applicable law to withhold any amount of the Consultant Fees, notifying Client of any such requirement and indemnifying Client (either by permitting Client to offset the relevant amount against a future payment of Consultant Fees or by refunding to Client the relevant amount, at Client’s sole discretion) for any requirement to pay any withholding amount to the appropriate authorities.

Section 3. Terms of Payment.

Initial Payment shall be billed from the credit card provided by Client on the signing of this Agreement. If Necessary, a Monthly fee will thereafter be auto-billed at the beginning of each pay cycle from the same credit card provided by the Client upon the signing of this agreement until the contract balance of $4000 is paid in full (the "Consultant Fees"). All payment is final and no refunds to payment shall be granted under any circumstances.

Section 4. Time Commitment.

ln connection with the performance of the Consulting Services, Consultant will devote the number of hours per week necessary to provide the Consulting Services.

Section 5. Expenses.  The Client shall be obligated to reimburse the Consultant for any reasonable out-of-pocket expenses incurred by the Consultant in providing the Consulting Services on the behalf of the Client and which are approved in advance by the Company. Any expenses for which reimbursement is authorized in advance shall be reimbursed only upon the presentation of documentation reasonably satisfactory to the Client.

Section 6. Term: Termination.

1. Term. The term of this agreement shall commence as of the execution date of the Agreement and continue for a period of 180 days(the "Term"). Upon Term Completion, the Client may extend the term for a period that is mutually agreeable to the Consultant. or canceled upon a thirty (30) day prior notice.
2. Termination. This Agreement shall continue until terminated or canceled, for any reason and without cause, by the Client upon thirty (30) days prior notice. The Consultant shall have the right to terminate this Agreement immediately and without prior notice if Client (i) fails to act within the acceptable communication guidelines or otherwise breaches this Agreement, or (ii) ceases to conduct operations in the normal course of business.
3. Duties Upon Termination. ln the event of  termination of the Agreement pursuant to Sections 5(a) or 5 (b), Consultant  shall (i) deliver to the Client all work product developed or created as a result of the Group Coaching Services performed as of the date of the termination of this Agreement, (ii) deliver to the Client all diskettes, CD-Rom or other media containing any confidential information and all other physical copies of the Confidential information, (iii) destroy the Confidential information and all copies of the Confidential information contained on any computer memory or data storage apparatus, and (iv) certify in writing to the Client within one week after the termination of this Agreement that it has delivered to the Client and destroyed the Confidential information and all copies of the Confidential Information.
4. Effect of Termination. Upon termination of this Agreement, neither Consultant nor Client shall have any further rights or obligations hereunder except for (1) Client's obligation to pay to Consultant those Fees due and payable as of the date of termination of this Agreement, and (2) the parties respective obligations under section 4 through 14 hereof.

Section 7. lndependent Contractor Status. Each party to this Agreement shall be deemed to be an independent contractor of the other party. Nothing contained herein shall imply any partnership, joint venture, agency of master/servant relationship between the parties and Consultant shall not have the power to hold himself out as an agent of the Company or obligate or bind the Company in any manner whatsoever. The Consultant understands, acknowledges and agrees that he shall be solely responsible for paying any and all such taxes which may become due and payable as a result of the compensation to be received by the Consultant from the Client for performing the Group Coaching Services hereunder. Consultant agrees to indemnify and hold harmless the Client and its affiliates from any loss, liability, damage or expense which she/he may suffer or incur by reason of the Consultant's failure to pay any taxes which may become payable as a result of the compensation to be received by the Consultant from the Client for performing the Group Coaching Services hereunder.

Section 8. Representations and Warrants.  Each party hereby represents and warrants: (a) that it has full power and authority to enter into this Agreement and to perform its duties hereunder, (b) that the execution and delivery of this Agreement and the performance of its duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, whether oral or written, to which it is a party or by which it may be bound, and (c) that this Agreement represents a valid and legally binding obligation on the Company and  is enforceable against the Company in accordance with the terms.

Section 9. Covenants.  Consultant acknowledges and agrees that in the course of providing the Consulting Services, Consultant will have access to or the opportunity to gain knowledge of the intellectual and business property created by the Client including, but not limited to, the Confidential lnformation and in connection therewith, the Consultant:

1. shall adopt and enforce such policies, procedures and monitoring mechanisms and take all steps as a necessary to ensure that no person or entity will have unauthorized access to the Confidential lnformation; and
2. shall not: (i) translate, decompile, nor create nor attempt  to create, by reverse engineering or otherwise, the source code or related tools and technology employed in the Confidential lnformation or any portion thereof, (ii) permit any unauthorized third party to use or have access to the Confidential lnformation, or (iii) make any copies of the confidential lnformation or any portion thereof.

Section 10. Confidentiality.

1. Consultant shall keep confidential and not disclose to any third party or use for his own benefit, except as expressly permitted herein, or for the benefit of any third party, any Confidential lnformation disclosed by the Client to him. Consultant agrees to secure and protect the Confidential lnformation of the Client in the same manner as it would secure and protect its own Confidential lnformation and agrees to take appropriate action by instruction or agreement with his agents who are permitted access  to  the Confidential lnformation to satisfy his obligations hereunder. Consultant shall cooperate with and assist the Client in identifying and preventing any unauthorized use, copying or disclosure of the Confidential lnformation.
2. For the purposes of this Agreement, "Confidential lnformation" means all information relating to the Company, whether or not marked as "Confidential", including without limitation or whether oral or written, information relating to the respective businesses of the Client (and all portions thereof), prospective business opportunities, assets, operations, finances, all technical and non-technical information, patent, copyright, trade secret and proprietary information, techniques,  sketches, inventions, innovations, specifications, samples, business plans, designs, routines, programs,  manuals, ideas, graphics, art, concepts, business methods, business methods, drawings, models, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, source code, object code and formulae related to the current, future and proposed  products and services of the Client. "Confidential lnformation" also includes, without limitation and whether oral or written, information concerning research, experimental work, development, design details and specifications, engineering, financial information, customer information, customer lists, procurement requirements, pricing information, business forecasts, sales and merchandising, and marketing plans and information related  to the current, future and proposed  products and services of Client.

Section 11. lntellectual Property.

1. Any and all lntellectual Property which Consultant may make, conceive, discover, develop or create, either solely or jointly in the performance of its obligations hereunder, at any time during the duration of this Agreement shall be the sole and exclusive property of the Client, and where applicable, all copyrightable works shall be considered "Work Made for Hire" under the U.S. Copyright Act, 17 U.S.C. $101 et seq. Client acknowledges that Consultant is employed by other companies and that the provisions of this section only apply  to the lntellectual Property which Consultant may make, conceive, discover, develop or create in the performance of its obligations hereunder. To the extent that any lntellectual Property is not, by operation of law, agreement or otherwise considered work made by Consultant for hire for the Client (or if ownership of all rights therein do not otherwise vest exclusively in Client), Consultant hereby assigns (and will in the future confirm such assignment as provided below), without further consideration, to the Client all right, title and interest to such lntellectual Property, free of any claims, liens, or reserved rights of Consultant or any person deriving any rights from Consultant. Consultant hereby irrevocably relinquishes for the benefit of the Client and it assigns any moral rights in the lntellectual Property recognized by applicable law. "lntellectual Property" means any inventions, designs, original works of authorship, copyrightable works, formulas, processes, compositions, computer software programs, databases, data, technologies, discoveries, ideas, writings, improvements, procedures, techniques, know-how, and all patent, trademark, service mark, trade secret, copyright and other intellectual property rights relating to the foregoing.
2. Consultant hereby agrees to perform, without further consideration, upon the request of the Client, during or after this Agreement, such further acts as may be necessary or desirable to transfer, perfect and defend the Client's ownership of the lntellectual Property, including without limitation, by (i) executing, acknowledging or delivering any requested affidavits and/or documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of trademark rights, service mark rights, copyrights, trade secrets, and (if applicable) patents with respect to the lntellectual Property in any countries, and (iii) providing testimony in connection with any proceeding  affecting the  rights  of  the Client in any lntellectual Property.
3. ln the event the Client is unable, after reasonable effort, to secure Consultant's signature on any patent, copyright, or other analogous protection relating to lntellectual Property, whether because of Consultant's physical or mental incapacity or for any reason whatsoever, Consultant hereby irrevocably designates and appoints Client and its duly authorized officers and agents as Consultant's agent and attorney-in-fact, to act -at Company's expense- for and on Client's behalf and stead to execute and file any such application, applications, or other documents and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of letters of patent, copyright or other analogous rights or protections thereon with the same legal force and effect as if executed by Consultant.

Section 12. Non-Solicitation. The Consultant agrees that, during the term of this Agreement and for a period of (1) year following the termination of this Agreement, Consultant shall not (i) solicit, induce, influence or attempt to solicit, induce or influence any employee of the Client to terminate his or her own employments with the Client, (ii) retain or employ any employee of the Client in any capacity, or (iii) directly or indirectly solicit, attempt to solicit, canvass or interfere with any customers of the Client in a manner that conflicts with or interferes in the business of the Client as conducted with such customers.

Section 13. Proprietary Rights. Subject to Section 10a, the Consultant acknowledges and agrees that: (a) as between the Consultant and the Client, the Client owns all right, title and interest in the Confidential lnformation and all associated patent, trademark, copyright and other intellectual property rights, (b) nothing in this Agreement shall confer in the Consultant any license or right of ownership in the Confidential lnformation or any associated patent, trademark, copyright and other intellectual property  rights, and (c) the Consultant shall not now or in the future contest the Client's ownership of  the Confidential lnformation or the validity of any patent, trademark,  copyright or other intellectual property rights registrations made by the Client with respect thereto.

Section 14. Indemnification.

1. Consultant will indemnify, defend and hold harmless the Client, its officers, employees and agents, from and against any and all losses, costs, liabilities, damages and/or expenses (including, without  limitation, reasonable attorneys' fees and expert witness fees) in connection with any claim, suit, action,  judgment, or other proceeding brought against the Client, its officers, employees and agents, to the extent based on or arising from (i) any breach of Consultant's representations and warranties herein, or (ii) any breach of any covenant or agreement to be performed by the Consultant hereunder.
2. The Client will indemnify, defend and hold harmless Consultant from and against any and all losses, costs, liabilities, damages and/or expenses (including, without limitation, reasonable attorneys' fees and expert witness fees) in connection with any claim, suit, action, judgment, or other proceeding brought against Consultant by any third party to the extent based on or arising from (i) any breach of Client's  representations and warranties herein, or (ii) any breach of any covenant or agreement to be performed by the Client hereunder.
3. A party's obligations to indemnify the other party shall be conditioned upon the party seeking indemnification (the "indemnified party") (i) providing the other party (the "indemnifying party") with prompt notice of any such claim, (ii) permitting the indemnifying party to assume and control the defense of such action, with counsel chosen by the indemnifying party, and (iii) cooperating at the indemnifying party's request and expense with the defense or settlement of such claims. No indemnified party shall enter into any settlement agreement for which will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party.

Section 15. Limitation of Liability; Warranty.

1. CLIENT SHALL NOT HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE CLIENT FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES AND OTHER CONSIDERATION ACTUALLY RECEIVED BY CONSULTANT UNDER THIS AGREEMENT (LESS THE NONREFUNDABLE  INITIAL PAYMENT, IF ANY). THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
2. THE CLIENT MAKES NO, AND HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE, AND IMPLIED WARRANTIES  ARISING FROM COURSE OF DEALING  OR COURSE OF PERFORMANCE.

Section 16. Miscellaneous.

1. lf any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force to the extent allowed by law.
2. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. This Agreement may be executed by facsimile signature.
3. Client agrees that money damages would not be sufficient remedy for any breach of this Agreement by Client and that Client's breach would result in irreparable harm to the Consultant. Consequently, in the event of a breach of this Agreement by Client, and in addition to any and all remedies which may be available, Consultant shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach, and Client further agrees to waive any requirement for securing or posting of any bond in connection with such remedy.
4. All notices, requests, demands, payments and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given on receipt if delivered personally, upon receipt of a facsimile confirmation if faxed, two days after being sent by a nationally recognized overnight carrier, or three days after being mailed by certified mail, postage prepaid, return receipt requested. Notices shall be sent to the following addresses or to such other address as a party may specify in a notice pursuant to this Section 15(d):

lf to Company:

Mr. Brennan Saucedo, Owner of

Bout It Co.

43 Redberry

Irvine, CA 92618 USA

1. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege that is has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
2. This Agreement (i) constitutes the binding agreement between the parties, (ii) represents the entire agreement between the parties and supersedes all prior and/or contemporaneous agreements relating to the subject matter contained herein, and (iii) may not be modified or amended except in writing signed by the parties.
3. The Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflicts and law's principles. The parties hereby consent to the exclusive personal and subject matter jurisdiction of the federal and state courts of the State of California sitting in Orange County in any dispute under this Agreement.
4. Except as expressly provided herein, Client may not assign this Agreement (whether directly or indirectly by sale or merger), in whole or in part without the Consultant's written consent.

lN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of Completion of Purchase of this program.