This agreement, made and entered into by and between: Champion Concepts dba Hyperbaric Health with its corporate address of 4445 Corporate Lane, Suite 275, Virginia Beach VA 23462 a distributor of hyperbaric oxygen therapy systems and a clinic operator of Hyperbaric Oxygen Therapy (hereinafter referred to as the "Company", “HH”), and the International Hyperbaric Medical Foundation (hereinafter referred as "IHMF"), Located at: is to evidence the following:
WHEREAS, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual/handwritten signature on this Agreement. By selecting "I Accept" using any device, means or action, you consent to the legally binding terms and conditions of this Agreement. You further agree that your signature on this document (hereafter referred to as your "E-Signature") s as valid as if you signed the document in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting agreement between you and HH. You are also confirming that you are the IHMF authorized person to enter into this Agreement. You further agree that each use of your email equates to your E-Signature and constitutes your agreement to be bound by the terms and conditions of these Disclosures and Agreement as they exist on the date of your E-Signature on this form.
WHEREAS, the Company is engaged in the business of providing Hyperbaric Oxygen Therapy Systems, Marketing & Advertising. Including Paid Advertising, Social Media, Search Engine Optimization & Lead Generation hereinafter defined as the Business of the Company.
WHEREAS, the IHMF is engaged in the research and science of Hyperbaric Oxygen Therapy. Including fundraising and helping clinic's operate is defined as the Business of the IHMF.
WHEREAS, in consideration of mutual promises by the Company and the special financial benefits provided hereunder. IHMF desires to enter into this IHMF Agreement (the “Contract”) and agrees to abide by, comply with fulfilling in all respects the covenants and Contracts herein set forth.
WHEREAS, as a consequence of IHMF's consultancy the IHMF may become deeply engaged with the business methods of the HH, including, but not limited to, its unique technical services, management practices, and business techniques, its market development projects and its relationships with its HH.
WHEREAS, HH understands that the IHMF is not firm, but an individual body, who will be exclusive to HH. It is mutually agreed the IHMF shall not accept any work that competes with the business of HH in Virginia. In addition, the Company would be irreparably injured, and the value of the capital stock of the Company and the goodwill of the Company would be irreparably damaged, if IHMF were to disclose (otherwise than as permitted in this Contract) any of the confidential information concerning the Company’s business which IHMF has acquired, or will acquire, as a result of IHMF's contract with the Company, or if IHMF was to solicit the Company’s clients in competition with the business of the Company, or if IHMF was otherwise to impair the goodwill of the Company.
WHEREAS, IHMF acknowledges and agrees that the HH needs appropriate safeguards to protect its investment in its business as well as to maintain the confidentiality and secrecy of its methodologies.
WHEREAS, the IHMF desires to serve in an executive capacity with the HH to perform such duties required under the Contract subject to and in accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the HH and the IHMF hereby agree as follows:
I. IHMF'S QUALIFICATIONS
IHMF represents and warrants to the HH that the IHMF is free to accept a contract with the HH as contemplated hereby, and any person, firm, partnership, association, or business organization which would in any way hinder or interfere with IHMF's acceptance of, or the full performance of, Contractor’s obligations hereunder, or the exercise of IHMF's best efforts hereunder. IHMF agrees diligently and faithfully to perform the Contractor’s work and to comply with all of the rules, regulations, and instructions of the HH IHMF agrees that, while under the contract of the HH during the term hereof, the IHMF will not disclose any matters that will hinder the services of the HH.
II. . DUTIES AND AUTHORITYThe duties of IHMF shall include, but not be limited to, the following:A. The IHMF shall be represented as an corporate body and perform activities to build client accounts and help HH to launch clinics.
B. The Executive shall not have the authority to sign any contract, lease any property, borrow and money, pledge any of the assets of the Company as security for a loan, file any lawsuit or settle any claim for or against the Company without the written consent from of the President. The IHMF shall act professionally for the Company;
C. Such matters and responsibilities as of the IHMF shall be restricted to the scope of sales for the United States.
D. To comply with all policies, directives, and quotas now or hereafter issued by HH with respect to the sales & business development of the Company.
III. COMPENSATIONIn consideration of the mutual covenants herein contained HH shall compensate the IHMF as follows:
Commission of 9% (nine percent) of every sale that the IHMF contributed to and HH will assist IHMF in building and promoting of its website (excluding paid advertising).
All commissions are paid on collected revenue for the life of the client as long as IHMF is actively working with the company. Such payments will be made promptly on the next pay cycle. Any chargebacks or returns will result in a negative balance with IHMF and will be balanced on the next payment cycle.
IV. TERMThis Contract and IHMF's relationship hereunder shall be for a minimum term of ninety days probationary period commencing as of the , herein referred as the initial term and automatically renewing as the renewal term for one year (the initial term, together with any and all renewal terms, are hereinafter collectively referred to as the "Contract Period"), and shall be automatically renewed from year to year. If the IHMF is terminated for a cause listed below, then the IHMF shall be entitled to formal written notice, but shall reserve the right to either maintain it’s designated stock share and receive benefits or sell its shares based on General Accounting Principles at fair market value.
Termination for cause shall include the following reasons:
1. Conviction of a crime of moral turpitude;2. Engaging in conduct that is injurious to the reputation of the Company;3. Disclosure of any customer list, trade secret, secret process, or any other information. Concerning the business of the Company to any person, firm or business without the written consent by the President;4. Any violation of this Contract; and5. Dishonesty, theft or misappropriation of the property of the Company;6. Any other conduct that is detrimental to the business of the Company after being informed by the
Board of Directors in writing to cease and desist from such conduct and failing to cease and desist from the same within five (5) calendar days after receiving written notice.
V. EXPENSESAny expenses must be approved by HH for reimbursement prior to expense. The HH agrees to reimburse the IHMF for reasonable and necessary customary travel, and other expenses incurred by IHMF in the performance of IHMF's duties hereunder within fifteen (15) days after submission by IHMF and approval by the HH before the expense of written receipts or vouchers therefore, providing such expenses were pre-approved and authorized. Submission by IHMF of all such expenses shall be made monthly during the first ten (10) days of the following month throughout the Consultancy period. If the IHMF has an auto allowance, it will be paid on a monthly basis and paid no later than (10) days after the first of the month.
VI. EQUIPMENTEmployer may provide equipment needed for conducting business. All of these items remain the property of the company and must be returned in good working order and undamaged within two (2) business days to the company upon request or the termination of the employment. If the equipment is returned damaged or not in working condition, the cost of the equipment shall be paid for by the IHMF.
IHMF shall be responsible to safeguard and maintain the equipment.
If IHMF uses their own equipment they must give access to the equipment within two (2) business days to the company upon request or the termination of the employment to allow company to verify that protected information is no longer on the equipment.
VII. METHODOLOGIESIHMF covenants and agrees to disclose promptly, in writing, to the Company, and to no other person, firm, Company, association or partnership all methodologies, concepts, plans, notions, and ideas, made or conceived, alone or in conjunction with others, while in the employment of the Company, if resulting from, suggested by, or relating to such employment (whether or not made, conceived or refined at the request, at the discretion, or upon the suggestion of the Company during, or out of usual hours of work, or about the premiums of the Company, or elsewhere, and whether made, conceived or refined prior or subsequent to the execution of this Contract). All right, title, and interest to such methodologies, concepts, plans, notions, and ideas, shall be the sole and exclusive property of the Company.
VIII. COVENANTS OF NON-DISCLOSUREIHMF agrees so long as this Contract is in effect:
A. The IHMF shall use best efforts to the furtherance and promotion of the Hyperbaric Health’s business.
B. IHMF shall not at any time during the term of this Contract, or thereafter, directly or indirectly, use for Contractors own benefit or purposes for the association, Hyperbaric Health’ or business organization, or disclose (except in the performance of IHMF's duties hereunder) in any manner to any person, firm, partnership, association, HH or business organization, any trade secrets, information, know-how or knowledge relating to HH, technical services, business methods and techniques, market development programs, revenues, costs, management practices, manuals contracts, documents, designs, plans or Contractors) belonging to, or relating to the affairs of the HH except where required in good faith to transact the business of the Company during the term of this Contract.
C. To provide to HH, at its request, and in any event within three (3) days after the termination of Contractors services, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of HH and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all reports as well as all of HH equipment and other property in IHMF's hands or under IHMF's control at the time of the termination of IHMF's consultancy hereunder; and
D. To keep in strict confidence all trade information, technical services, management practices, business methods and techniques, HH, lists, trade secrets, and other confidential information concerning HH 's business and its methods of doing business.
IX. NON-COMPETEThroughout the duration of this agreement the Recipient shall not, in any manner, represent, provide services or engage in any aspects of business that would be deemed similar in nature to the business of HH without the written consent of the management.
The recipient warrants and guarantees that throughout the duration of this agreement and for a period not to exceed 2 years following the culmination, completion or termination of this agreement, that s/he shall not directly or indirectly engage in any business that would be considered similar in nature to with HH its subsidiaries, and any current or former clients and/or customers. Nor shall the Recipient solicit any client, customer, officer, staff or IHMF for the benefit of himself/herself or a third party that is or may be engaged in a similar business.
X. INJUNCTIVE RELIEFIHMF acknowledges that (i) his experience and capabilities are such that the provisions of Section I and Section V would prevent him from earning a livelihood; (ii) the services to be rendered by him to the Company are of a special nature and it would be very difficult or impossible to replace those services; (iii) the terms and conditions contained in Section V& VIII are reasonable and necessary for the protection of the Company's business;
XI. BREACH OF CONTRACTThe restrictive covenants and allegations set forth in Sections VIII, against the IHMF are of the essence of this Contract and shall be construed as independent of any other of the provisions of this Contract. The existence of any claim or cause of action of the IHMF against Company, whether predicated on this Contract or otherwise, shall not constitute a defense to the enforcement by Company of any of said restrictive covenants. IHMF agrees that if IHMF breaches any of IHMF's covenants and obligations set forth in Sections VII, hereof, the Company shall have the right, to terminate this agreement and commission without a set-off or waiver of the duties and obligations as set forth in section V of this agreement.
XII. WAIVERThe failure of either party at any time, or from time to time, to require performance of any of the other party's obligations under this Contract shall in no manner affect such party's right to enforce any provisions of this Contract at a subsequent time arising out of any subsequent breach.
XIII. INDEMNIFICATIONLimitation on Warranties, Representations, and Indemnities: Disclaimer. IHMF shall defend, indemnify, and hold harmless against any third party claims arising out of or relating to any use of HH Services, including claims resulting from the use of the HH Services. IHMF disclaims all warranties, express and implied, including the warranties of merchantability and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice.
IHMF and HH agree they shall not disparage one another during the periodcovered by this agreement and beyond, regardless of when, or who terminates theagreement.
For purposes of this section, “disparage” means any negative statement, whether written or oral, or images, to include, but not limited to posts to social media (e.g., Facebook, Twitter, LinkedIn, Instagram, etc.) or comments during media engagements (e.g., interviews via radio, TV, newspaper, etc.) by anyone, officers, directors, or Contractors about HH or by HH about IHMF , its officers, directors, Contractors, clients, and/or attorneys.
Both Parties agree and acknowledge this non-disparagement provision is a material term ofthis Agreement, the absence of which would have resulted in IHMF and HHrefusing to enter into this Agreement.
Both parties agree that if a breach were to occur, it would be difficult to determine actual damages. Based on what the parties presently know, they agree that $10,000.00 is a reasonable estimate of the damages that would accrue if a breach occurred in the future. Both parties agree that the amount of liquidated damages is $10,000.00 per incident.
XV. MISCELLANEOUSA. This Contract represents the entire Contract between the parties hereto and supersedes any other Contract’s, representations or understandings, written or oral, between the parties.
B. This contract has been negotiated and executed in Virginia. Any dispute, which may arise hereunder, shall be governed by and construed in accordance with, the laws of the State of Virginia. Venue and jurisdiction for any action arising hereunder shall lie exclusively in the Courts of The City of Virginia Beach, Virginia United States of America.
C. This Contract may be amended from time to time by the company’s desire so long as such amendments are in writing and executed by the parties hereto.
D. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signature appearing on this document is the same as handwritten signatures for the purpose of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the parties hereto have set their hands the day first written below through digital signatures.
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Signed by Scott Aadal
Signed On: October 6, 2023
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Document Name: IHMF Agreement
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