HEALTHY WEALTHY AND WISE® COACHING PROGRAMS

MEMBER  AGREEMENT

  

BETWEEN:

HEALTHY WEALTHY AND WISE® CORPORATION

(hereinafter called "HWW")

-and-

______________________________________

 (hereinafter called the "MEMBER ")

 

BACKGROUND:

• HWW is the owner of all rights associated with the provision of the coaching program known as the Healthy Wealthy and Wise® Coaching Programs (“the PROGRAM”), including all content, documentation, workbooks, other electronic and non-electronic media used in the delivery of the PROGRAM;

Unless otherwise noted, the PROGRAM includes any and all programs provided by HWW, including free and paid programs, including but not limited to The Healthy Wealthy and Wise® Platinum Coaching Program (“HWW-P”),  The Healthy Wealthy and Wise® Platinum PRO Coaching Business (“HWW-PPRO”), and the Million Dollar Coaching Program™ (“MDCP”), as well as any future additions to the PROGRAM.

• The PROGRAM is comprised of Content (the “Content”), that includes a variety of live and online education that is updated from time to time at the discretion of HWW;
• HWW wishes to appoint the individual named above as a non-exclusive MEMBER of HWW, and the MEMBER wishes to accept such appointment to promote, advertise, sell, represent the PROGRAM as an independent contractor;
• The MEMBER has the opportunity to invite individuals (the “PRIMARY CLIENT”) to join the PROGRAM, as detailed herein;
• HWW is the owner or licensee of all intellectual property associated with the PROGRAM, including, but not limited to, all trademarks and copyright whether registered or not (the "Intellectual Property");

NOW THEREFORE, the parties agree as follows;

1. APPOINTMENT AS MEMBER
   • Subject to the terms and conditions in this Agreement, HWW appoints the MEMBER, on a non-exclusive basis, and the MEMBER accepts such non-exclusive appointment to promote, advertise, and represent (hereinafter collectively referred to as “deliver”) the PROGRAM on behalf of HWW.
   • The rights granted in this Agreement are personal to the MEMBER and the MEMBER shall not assign, transfer or otherwise sell his/her rights under this Agreement to any other individual, firm or entity, under penalty of legal action.
   • As it relates to HWW-P, HWW-PPRO, and MDCP, the MEMBER is permitted to have one person accompany them in joining the PROGRAM, hereafter referred to as the “ASSOCIATE MEMBER”.
     • 3.1. The ASSOCIATE MEMBER may be their spouse, parent, sibling or child, provided they reside at the same address as the MEMBER.
     • 3.2. The ASSOCIATE MEMBER must remain the same person throughout the term of the PROGRAM.
     • 3.3. The ASSOCIATE MEMBER must sign a separate agreement prior to being granted access and privileges of the PROGRAM.
     • 3.4. Upon renewal of the PROGRAM, the MEMBER may appoint a new ASSOCIATE MEMBER to the PROGRAM.
     • 3.5. The ASSOCIATE MEMBER must comply with all stipulations of this agreement including but not limited to appropriate conduct and representation of the PROGRAM.
   • COACH CERTIFICATION
     • As it relates to HWW-P and HWW-PPRO, the MEMBER acknowledges that the MEMBER must have successfully completed the Certified Coach Practitioner™ Certification and be certified by the Certified Coaches Federation before the MEMBER is qualified to deliver coaching as part of the PROGRAM. The MEMBER may choose to take the live (space permitting) or self-study version of the Certified Coach Practitioner™ Certification. This does not apply to members of the MDCP.
   • TERM
     • This Agreement will be for a one-year period commencing on the date found on the signature page 12 of this agreement  (the "Term"), subject to earlier termination as set forth in ARTICLE 10 and possible renewal as set forth in ARTICLE 4.
     • Notwithstanding the expiry or termination of this Agreement for any reason whatsoever, the provisions of all Sections and any other provisions of this Agreement shall continue in full force and effect following any such expiry or termination.
     • Upon the expiry or termination of this Agreement the MEMBER shall immediately cease to participate or represent the PROGRAM and shall deliver to HWW, within seven (7) days of the expiry or termination of this Agreement, all records, files, workbooks, books, content materials, documents, supplies, computer programs, money, and other property and materials belonging to HWW, with the exception of CCF participant certification materials. The MEMBER shall not retain any copies of said materials, electronic, paper, or otherwise.
       • 3.1. Futhermore to 3.3, any electronic files, including screen shots, downloads, and any physical files printed out or otherwise obtained must be returned or destroyed immediately upon expiry or termination.
     • Payment in full is required prior to the MEMBER gaining access to all aspects of the PROGRAM.
       • 4.1. Once a MEMBER has been active for one year, HWW may extend a monthly payment plan for subsequent years, at HWW’s sole discretion.

• RENEWAL
  • HWW may offer to renew this Agreement, and the MEMBER’S participation of services under this Agreement, for a period of one (1) year after the expiration of the Term ("Renewal Term"). The terms and conditions of such renewal will be on the same basis as the MEMBER’S Agreement (including any amendments made by the parties during the Term), subject to any further changes stipulated by HWW in the renewal.
• OWNERSHIP OF RIGHTS
  • All rights in the PROGRAM, the Content Materials and all Intellectual Property relating to the PROGRAM are the sole and exclusive property of HWW, and their use by the MEMBER shall be restricted to such uses as are permitted by HWW for the participation in the PROGRAM as a MEMBER in the PROGRAM. For greater certainty, the MEMBER shall not be a licensee in respect of such material, rights and Intellectual Property.
  • The MEMBER shall not, by reason of entering into or performing his/her obligations under this Agreement, acquire any right, title, or interest in HWW’s name, business names, trade names, trademarks, copyrights, goodwill, or similar property.
  • The MEMBER acknowledges that HWW may, in its sole discretion, modify the PROGRAM at any time.

6. ADMINISTRATION OF the PROGRAM
   • All individuals accepted into the PROGRAM shall be considered MEMBERS of the PROGRAM to which they have been accepted, and only that program (i.e., HWW-P, HWW-PPRO, MDCP).
   • HWW shall set and adjust the fees charged to MEMBERS for the PROGRAM, which fees may be increased by HWW from time to time in its sole discretion. HWW shall provide the MEMBER with advance notice of any increase in the PROGRAM
   • HWW shall have the sole, absolute and exclusive authority and responsibility with respect to the nature, contents, conditions of sale, and fees for the PROGRAM and related products or services.
   • As it relates to HWW-P and HWW-PPRO, and in consideration of the delivery of the PROGRAM by the MEMBER and as the MEMBER’S entire compensation hereunder (if applicable), HWW agrees to pay the MEMBER a commission (if applicable), at the rate outlined in Schedule “A” attached hereto (not applicable to MDCP).
     • 4.1. The MEMBER is eligible to receive pro-rated commission once they have been in the PROGRAM for a minimum of 14 days.
     • 4.2. The MEMBER will be paid pro-rated commission at the end of the month during which any sales take place, provided those sales take place in the first 14 days of the month. For example, if a sale takes place on or before January 14^th, the MEMBER will be paid at the end of January.
     • 4.3. For sales taking place after the first 14 days of the month, the MEMBER will be paid at the end of the following month. For example, if a sale takes place on or after January 15^th, the MEMBER will be paid at the end of February.
     • 4.4. If a MEMBER is approaching their renewal and acquires a new PRIMARY CLIENT, the MEMBER must be in good standing (active member with all applicable dues paid in full) to receive any applicable pro-rated commission.
     • 4.5. If a MEMBER has left the program or been terminated from the program, they will be ineligible for any commission.
   • As it relates to HWW-P and HWW-PPRO, and in consideration of the support of a MEMBER’s PRIMARY CLIENT, and their solicitation of sales and delivery of the PROGRAM by the PRIMARY CLIENT, HWW agrees to pay the MEMBER a commission for coaching SECONDARY CLIENTs (Client’s of their Clients), at the rate outlined in Schedule “A” attached hereto.
     • 5.1. The MEMBER will receive their commission (“performance bonus”) one time at the calendar quarter following the sale, once they have provided said support for the SECONDARY CLIENTs (either March, June, September, or December).
     • 5.2. The MEMBER shall submit his/her invoices for payment. Invoices for payment shall be submitted within two (2) weeks (10 business days) of the month previous. If the MEMBER is a registrant for applicable taxes, such invoice shall include all applicable taxes.
     • 5.3. The MEMBER has the opportunity to invite individuals (the “PRIMARY CLIENT(s)”) to join the PROGRAM and will receive a pro-rated commission for coaching these PRIMARY CLIENTS over the course of their membership, as detailed in Schedule “A”.
       • 5.3.1. The MEMBER is expected to conduct coaching as follows:
         • 5.3.1.1. HWW-P: twelve (12) one-on-one coaching sessions with each PRIMARY CLIENT, as detailed in Schedule “B”.
         • 5.3.1.2. HWW-PPRO: twelve (12) one-on-one coaching sessions with each PRIMARY CLIENT, as detailed in Schedule “B”.
         • 5.3.1.3. The twelve (typically monthly) coaching sessions may be by phone, online, in person or in a manner agreeable to both the MEMBER and the PRIMARY CLIENT.
         • 5.3.1.4. It is the MEMBER’s responsibility to reach out to the PRIMARY CLIENT and attempt to set monthly coaching appointments. Should the PRIMARY CLIENT not respond, they will forfeit any appointments that they have failed to make, confirm, or attend. Likewise, if the MEMBER fails to make, confirm or attend any appointments, they are responsible for making up those appointments.
         • 5.3.1.5. If the PRIMARY CLIENT cancels an appointment with less than 24 hours notice, the appointment shall be deemed forfeit. Should the MEMBER cancel an appointment with less than 24 hours notice, the MEMBER will reschedule the appointment at the earliest time that is convenient to both the MEMBER and the PRIMARY CLIENT.
         • 5.3.1.6. The duration of the coaching session is up to the MEMBER and the PRIMARY CLIENT to agree to, typically 30-60 minutes in duration.
       • 5.4. The MEMBER’s PRIMARY CLIENT, becoming a member of the PROGRAM, then has the ability to also invite individuals to join the program and those individuals become the PRIMARY CLIENT’s PRIMARY CLIENT(s) and by extension, become the MEMBER’s “SECONDARY CLIENT(s)” (See Schedule D for a visual of these relationships).
         • 5.4.1. The MEMBER will receive a commission for supporting their SECONDARY CLIENT(s), as detailed in Schedule A.
         • 5.4.2. The MEMBER is NOT eligible for a commission on any individuals that join the PROGRAM by invitation of the SECONDARY CLIENT(s).
       • 5.5. The MEMBER’s PRIMARY CLIENT, may switch coaches if they wish, only upon renewal of their annual membership, in an effort to provide the best coaching experience possible.
       • 5.6. HWW may, in its discretion, re-assign a PRIMARY CLIENT to another MEMBER if the MEMBER is not fulfilling their commitment as a coach. The MEMBER will be given the opportunity to remedy the situation, however, if the situation is not remedied, the PRIMARY CLIENT will be reassigned.
         • 5.6.1. Should the MEMBER’S PRIMARY CLIENT be reassigned to another coach, the MEMBER will no longer be eligible for any outstanding commission as a result of another coach taking on that client and therefore delivering the expected service. The other MEMBER taking on the client would be entitled to any outstanding commission, if applicable.
       • The MEMBER may discount the price of the PROGRAM by up to $500 for the PRIMARY CLIENT to enter the PROGRAM at a reduced rate or upon renewal.
       • The PRIMARY CLIENT is eligible for up to a $1,000 discount on the PROGRAM if they have taken and paid for another offering with HWW within the previous three (3) months, as long as no other discounts have been applied. It is the obligation of the MEMBER to inform the PRIMARY CLIENT of any applicable discount. The amount discounted will not exceed the amount paid by the PRIMARY CLIENT when they participated in the other HWW offering.
       • Except as specifically required in this Agreement, the MEMBER shall be free from direction and control as to when, the manner in which, or the parties from or to whom the MEMBER may solicit sales, and deliver the PROGRAM contemplated herein.
       • The MEMBER shall ensure the strict confidentiality of the Content Materials, only providing them to paid MEMBERS of the PROGRAM, unless otherwise indicated by HWW from time to time.
       • The MEMBER shall respond to any requests for information received by the MEMBER from HWW within 1 week (5 business days) of the date of the request, or within the time period specified in the request.
       • The MEMBER will be responsible for obtaining all necessary licenses, permits and insurance and for complying with all applicable international, national, federal, provincial, state and municipal laws, codes and regulations in connection with the sale, delivery and administration of the PROGRAM under this Agreement. The MEMBER will comply with all HWW policies in respect of compliance with federal, provincial, state and municipal laws, including, without limitation, polices in respect of telecommunications, electronic communications and accessibility for persons with disabilities. The MEMBER will  provide HWW with adequate evidence of compliance with this requirement when requested by HWW. The MEMBER agrees that anyone claiming by, through, under or on behalf of the MEMBER will have no claim, right of action or right of subrogation against HWW based on any loss or liability insured under the above insurance.
       • The MEMBER acknowledges understanding of HWW’s privacy policy and agrees to comply at all times with such policy, and with the provisions of the Personal Information Protection and Electronics Document Act (PIPEDA) or other applicable privacy legislation in connection with the sale, delivery and administration of the PROGRAM pursuant to this Agreement.
       • The MEMBER shall uphold the brand, ideals and business practices of HWW and shall not engage in behaviour which reduces the credibility of Furthermore, the MEMBER will not communicate in a derogatory manner about HWW, its employees, its volunteers, content, PROGRAM, competitors, its independent coaches, and the coaching industry as a whole.
       • The MEMBER will indemnify and save HWW and any related or associated entities, together with their respective owners, officers, directors, employees and clients harmless from and against all claims, actions, demands, suits, liabilities, losses, expenses, penalties, interest, costs or damages (collectively, "claim") of every nature and kind whatsoever which HWW and/or its owners, officers, directors, employees, clients, and/or coaches may have or suffer, arising out of: (a) any claim resulting from any provision of, or failure to deliver, the PROGRAM under this Agreement; (b) any breach by the MEMBER of any provision of this Agreement; and/or (c) any finding at any time by any court, tribunal or administrative body that the MEMBER is an employee of HWW.
       • The MEMBER acknowledges and accepts HWW’s MEMBER Code of Ethics (Schedule C) and agrees to respect and comply with this Code at all times when delivering the PROGRAM pursuant to this Agreement.
       • All advertisements, marketing materials, and any other promotional items must include the MEMBER’s primary contact number, HWW head office international number, the HWW logo, and the HWW website address.
       • As per Consumer Protection Law in the Province of Ontario, the MEMBER has a cooling off period of ten (10) days from signing this agreement in which they may cancel the contract for a full refund. During this time, the MEMBER will not have access to the investment component of the program.
     • INVESTMENT INFORMATION
       • 1. The MEMBER understands that HWW is not a Securities Dealer or Broker, Investment Advisor, or Consultant, and does not offer investment advice or investment recommendations of any kind. All due diligence is the responsibility of each MEMBER of the PROGRAM. This information is for educational purposes only.

• 2. The PROGRAM is provided on an "as is" and “where is” basis. HWW disclaims all warranties of any kind regarding this PROGRAM, online or offline, either express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, ownership, noninfringement, accuracy of informational content, and absence of viruses and damaging or disabling code.

 

• 3. Neither HWW nor its content providers warrant the accuracy, correctness, completeness, or timeliness of the PROGRAM or its content. Neither HWW nor its content providers shall be responsible for investment decisions, damages, or other losses resulting from use of the PROGRAM or its content. Past performance of a mutual fund, stock, or other investment vehicle does not guarantee future performance.

 

• 4. Neither HWW nor its content providers shall be liable for any damages of any kind arising from or relating to the PROGRAM, webinar or any information in the PROGRAM.  HWW and its content providers' aggregate liability arising from or relating to the PROGRAM.

 

• 5. Neither HWW nor its content providers shall be liable for any special, indirect, or consequential or similar forms of damages arising from or relating to the foregoing, whether in contract or tort, even if HWW has been advised of the possibility of such damages.

 

• 6. HWW, and specifically the Investique® investment research, is for personal use and for educational purposes only. Investing involves a great deal of risk, including the potential loss of all or a portion of your investment, as well as emotional distress. Nothing contained herein should be construed as a warranty of investment results.  All risks, losses and costs associated with investing, including total loss of principal, are your responsibility.  It is possible that Derrick Sweet, MEMBERS of the PROGRAM, or HWW may have a position in any or all of the investment vehicles discussed within the PROGRAM.

 

• 7. All information provided or contained in the PROGRAM is the property of HWW and should not be reproduced, copied, redistributed, transferred, or sold without the prior written consent of HWW.  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply.

 

• 8. There are many MEMBERS in the PROGRAM community. These MEMBERS perform a variety of roles, especially answering your questions about the PROGRAM and explaining how to navigate our growing community. Some of the MEMBERS are knowledgeable about the stock market, and some are not.

 

• 9. Many of these MEMBERS contribute to various discussions, via social media, webinar, face to face conversations and other means. MEMBERS are free to contribute, or not contribute, as they see fit. Their opinions are their own. HWW does not regulate what the MEMBERS say about a company. In fact, their opinions may differ substantially from each other as to the value of specific investments.

 

• 10. Some MEMBERS may have investments in the stocks they discuss, and some may not. HWW does not tell the MEMBERS what they can own or what they can write or talk about, other than what is determined to be proprietary of confidential information.

 

• 11. HWW staff and MEMBERS are drawn from a wide circle of daily life. Most MEMBERS are completely outside the investment field in their professional lives and are not to be considered professional analysts or investment advisors. Any weight you ascribe to their opinions should be based on their ability to analyze a company or its products and services, the same as anyone else you see in our community. You should not believe that these people have any additional insight or information.

 

• 12. The MEMBER understands and agrees that specific information obtained from the PROGRAM shall not be shared outside of the community, including but not limited to company names, screaming buy alerts, featured stock picks, or any proprietary research, reports, recordings, recorded or live communications. Failure to follow this may result in immediate termination of the individual’s membership in the PROGRAM without refund.

• PHYSICAL, MENTAL, AND EMOTIONAL HEALTH INFORMATION
  • The MEMBER understands that HWW are not medical doctors, nutritionists, dietitians, psychologists or any other health related professionals and HWW does not offer health advice or health recommendations of any kind. All due diligence is the responsibility of each MEMBER of the PROGRAM. This information is for educational purposes only.
  • The PROGRAM is provided on an "as is" and “where is” basis. HWW disclaims all warranties of any kind regarding this the PROGRAM, online or offline, either express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, ownership, noninfringement, accuracy of informational content, and absence of viruses and damaging or disabling code.
  • Neither HWW nor its content providers warrant the accuracy, correctness, completeness, or timeliness of this the PROGRAM or its content. Neither HWW nor its content providers shall be responsible for health decisions, damages, or other losses resulting from use of this PROGRAM or its content. Testimonials of individuals do not guarantee future performance.
  • Neither HWW nor its content providers shall be liable for any special, indirect, or consequential or similar forms of damages arising from or relating to the foregoing, whether in contract or tort, even if HWW has been advised of the possibility of such damages.
  • The PROGRAM is for personal use and for educational purposes only. Nutrition and exercise may involve a great deal of risk, including physical or mental injury, disability or death. Nothing contained herein should be construed as a warranty of health results.  All risks associated with nutrition and exercise, including loss of life are the MEMBER’s
  • All information provided or contained in the PROGRAM is the property of HWW and should not be reproduced, copied, redistributed, transferred, or sold without the prior written consent of HWW.  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply.
• RESTRICTIONS
  • The MEMBER acknowledges that he/she will be exposed to proprietary information which is the property of and confidential to HWW which gives it a commercial advantage over others. The MEMBER agrees not to use such confidential information for any purpose other than the delivery of the PROGRAM pursuant to this Agreement. MEMBER further agrees not to disclose any such confidential information to any third party at any time, without the prior written consent of HWW. In addition to, and without limiting any remedies that HWW may have at law, a breach of this confidentiality covenant will result in the immediate termination of the MEMBER as a MEMBER of HWW and a possible claim for damages. The MEMBER agrees the confidentiality covenant contained in this Agreement is reasonable to protect the interests of HWW.
  • The MEMBER acknowledges that all PRIMARY CLIENT or SECONDARY CLIENT information, including, without limitation, the names, addresses, email addresses, telephone numbers, and contents taken, are the property of HWW. The MEMBER shall not at any time, during the term of this Agreement and for a period of six (6) months following its expiry or termination, solicit or otherwise contact any PRIMARY CLIENT or SECONDARY CLIENT or any individual that has applied to be a PRIMARY CLIENT or SECONDARY CLIENT for purposes of enrolling that individual in the PROGRAM that is the same as or substantially similar to or in any way competitive with the PROGRAM.
• TERMINATION
  • This Agreement may be terminated by HWW:
    • 1.1. Immediately in the event of a breach by the MEMBER of any section of this Agreement;
    • 1.2. In the event of a breach of a term of this Agreement by the MEMBER, and a failure of the MEMBER to remedy such breach within twenty (20) days after written notice is delivered to the MEMBER by HWW detailing the breach; and
    • 1.3. At any time, for any reason whatsoever, by giving one (1) week advance written notice to the MEMBER of the termination date.
    • 1.4. With the exception noted in clause 6.22, the MEMBER accepts that no refunds will be given as a result of the proprietary investment research already made available to the MEMBER, and the MEMBER’s ability to have taken advantage of said research of their own volition.
    • 1.5. Immediately in the event that the MEMBER creates a competing company or organization, or is employed by, or volunteers for, any organization similar to HWW.
  • This agreement may be terminated by the MEMBER at any time, for any reason whatsoever, without refund by giving not less than thirty (30) days advance written notice to HWW.
  • Both parties reserve the right to terminate this agreement immediately should either party, or representative of said parties, violate any laws, be charged with a crime or in any way be associated with any illegal or unethical activities or behaviour that potentially damages either party’s brand.
  • Should the MEMBER leave the PROGRAM prior to the end of their PRIMARY CLIENT (s) terms, the MEMBER understands that any outstanding commission owed to him or her will be reallocated to a new coach in return for the new coach taking on any PRIMARY CLIENT (s) that will be left after the MEMBER leaves the PROGRAM.

11. INDEPENDENT CONTRACTOR
    • The MEMBER will at all times act in his/her own capacity and right as an independent contractor in selling, delivery and administration of the PROGRAM under this Agreement. The MEMBER is not an employee of HWW and will not be entitled to participate in any of HWW’s employee plans, programs or benefits whatsoever, now existing or hereinafter established from time to time.  For greater certainty, this means that the MEMBER will not be entitled to any remuneration from HWW (aside from that specifically set out in this Agreement), nor will the MEMBER be entitled to participate in any of HWW’s group benefit plans, nor will the MEMBER receive any vacation time/pay, public holiday pay, paid leaves of absence, etc., which are only granted to employees of HWW.
    • HWW will not be required to make contributions whatsoever for workers' compensation, Canada Pension Plan, employer health tax, employment insurance, income tax and other similar levies in respect of the commissions or other fees to be paid to the MEMBER under this Agreement. The MEMBER will pay for and maintain any employee benefits required by law, which may include workers' compensation, Canada Pension Plan, employer health tax, employment insurance and other similar levies, and make withholdings and remittances for income tax, in conformity with any applicable statutory requirements in respect of the commissions or other fees to be paid to the MEMBER under this Agreement.
    • Without prejudice to the parties' clear and specific understanding and agreement that HWW is not the employer of the MEMBER, should MEMBER be found at any time by any court, tribunal or administrative body to be an employee of HWW and/or any entity related to, or associated with, HWW, then that individual's entitlement to notice of termination, wages in lieu of such notice and severance pay will be limited to the minimum entitlements provided under the Employment Standards Act, 2000 or any successor legislation and that individual will have no entitlement whatsoever to any additional notice of termination, wages in lieu of such notice or other amounts pursuant to contract, the common-law or otherwise.
    • The MEMBER and HWW agree that the provisions in ARTICLE 10 and this ARTICLE 11 and their subsections are fair and reasonable and are in full satisfaction of any and all entitlements (statutory, contractual, common law and/or otherwise) resulting from the expiry or termination of this Agreement and/or the MEMBERS services under this Agreement. The MEMBER and HWW further agree that, if this Agreement and/or the MEMBER’S services under this Agreement expire or are terminated in accordance with ARTICLE 3, ARTICLE 10 and this ARTICLE 11 or otherwise by the MEMBER, the MEMBER will have no action, cause of action, claim or demand against HWW or any other person or organization as a consequence of such expiry or termination.
12. GENERAL
    • Unless otherwise specifically provided in this Agreement, all references to dollar amounts or other money amounts are expressed in Canadian dollars for Canadian MEMBERS, and in United States Dollars for MEMBERS outside of Canada.
    • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior understandings, arrangements and agreements, including written agreements, with respect to the subject matter. No other contracts, warranties, promises or representations, whether oral or in writing, relating to the subject matter of this Agreement shall bind either party. No amendment, modification or waiver of this Agreement shall be valid unless in writing, signed by both parties hereto.
    • This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, legal personal representatives, successors and assigns.
    • This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
      • 4.1. This Agreement may be executed in any number of counterparts, and/or by facsimile or e-mail transmission of Adobe Acrobat files and/or electronic document signing, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Any Party executing this Agreement by fax or email file shall, immediately following a request by any other Party, provide an originally executed counterpart of this Agreement provided, however, that any failure to so provide shall not constitute a breach of this Agreement except to the extent that such electronic execution is not otherwise permitted under the Electronic Commerce Act, 2000 (Ontario).
    • PAYMENT AND COMMITMENT TO PARTICIPATION
      • Once the MEMBER is accepted into the PROGRAM, the MEMBER authorizes HWW to charge the MEMBER’s credit card on file or cash cheques that are on file. The MEMBER understands and commits to working with total integrity, honesty and confidentiality with other MEMBERS of the PROGRAM
      • The MEMBER understands and agrees that, by completing and signing this agreement, if accepted into the PROGRAM, the MEMBER will have their credit card charged, or cheques cashed, at the participation fees described in Schedule A.
      • The MEMBER understands and agrees that by completing and signing this agreement (physically or electronically, including by check-box acknowledgment) that the MEMBER is committing to a full twelve (12) month period in the PROGRAM from the date of first payment. The MEMBER further understands and agrees that, if for any reason the MEMBER chooses to remove or cancel themselves out of the PROGRAM prior to the end of the twelve (12) month PROGRAM, the MEMBER is obligated to pay or continue paying any outstanding balance for the entire twelve (12) month period as agreed to in this agreement.
      • The MEMBER understands this is a non-cancellable commitment and the MEMBER understands the PROGRAM
      • Further, the MEMBER fully understands and acknowledges that HWW or any representative of HWW, makes no promises, guarantees or other claims regarding any results that may be obtained from the PROGRAM. All products and services are for educational and informational purposes only. Use caution and seek the advice of qualified professionals.
      • Any and all claims, testimonials or other representations relating to income earnings should not be considered as average earnings or typical results. MEMBERS’ results will vary depending on a number of factors including but not limited to personality, open-mindedness, willingness to follow instructions, risk-aversion, performing recommended tasks and participating in self-development exercises, and that all actions and results are up to the MEMBER, the MEMBER therefore agrees to hold harmless HWW, and any representative of HWW from any and all claims that may arise from the MEMBER’s participation in any product or service offered by HWW.

14. EXCLUSIONS TO THE PROGRAM
    • Financial planners, investment analysts and any other representative of investment companies or the financial industry are not permitted to be MEMBER of the PROGRAM whether as primary MEMBERS or ASSOCIATE MEMBERS. If it is determined that a MEMBER has joined under false pretenses and are in fact a financial planner or representative in the financial industry, their membership may be terminated without refund.

 

This Agreement is signed effective                                                .

By signing the contract electronically, you are agreeing to all of the terms and conditions as outlined in this agreement.

 

MEMBER

Per:

Name:
Phone:
Email:
Address:

 

SCHEDULE A
COMMISSION STRUCTURE

PROGRAM	PROGRAM Fees	Commission to Member for coaching PRIMARY CLIENTs	Commission for coaching SECONDARY CLIENTs (Client’s of their Clients)
Healthy Wealthy and Wise®  Platinum Coaching Program	$5,000	$3,000	$500
Healthy Wealthy and Wise®  Platinum PRO Coaching Program	$10,000	$4,000	$2,000
Healthy Wealthy and Wise®  Million Dollar Coaching Program	$15,000	N/A	N/A

*HWW reserves the right to change programs or the commission structure of any program from time to time, with advanced notice to the MEMBER.

SCHEDULE B
COACHING FREQUENCY STRUCTURE

 

As it relates to HWW-P and HWW-PPRO, MEMBERS are responsible for coaching their PRIMARY CLIENT(s) as follows:

1. Minimum twelve (12) one-on-one coaching sessions (typically monthly)
2. These may be phone calls, face to face, or any other method decided upon between the MEMBER and PRIMARY CLIENT.

 

As it relates to HWW-P and HWW-PPRO, MEMBERS are responsible for coaching their SECONDARY CLIENT(s) (Client’s of their Clients) as follows:

1. Minimum of one (1) one-on-one or group coaching sessions. These may be phone calls, face to face, or any other method decided upon between the MEMBER and PRIMARY CLIENTs.

 

Million Dollar Coaching Program: There is no one-to-one coaching expectation within the MDCP.

 

 

 

SCHEDULE C

Healthy Wealthy and Wise® Coaching Programs

Code of Ethics

The Healthy Wealthy and Wise® Coaching Programs require its members and coaches to conform to the following ethical principles and shall hold members and coaches accountable for any departure from these principles.

1. The Program
   • The Healthy Wealthy and Wise® Platinum Coaching Program provides content that honors the client as the expert in their own life and work. We believe that every client is creative, resourceful, and whole. Using this as a foundation for our coaching program, we believe it is the coach's responsibility to:
     • Discover, clarify, and align with what the client wants to achieve
     • Encourage client self-discovery and self-empowerment
     • Elicit client-generated solutions and strategies
     • Hold the client responsible and accountable

2. Definition of Coaching
   • Coaching is a professional relationship that helps people break through their limitations to achieve extraordinary results in their lives, careers, businesses or organizations.
   • The process of coaching encourages clients deepen their learning, improve their performance, and enhance their quality of life through self-discovery and self-empowerment. In each meeting, the client chooses the focus of conversation, while the coach listens and contributes with observations and questions. This interaction creates clarity and moves the client into action.
   • Coaching accelerates the client's progress by providing greater focus and awareness of choice.
   • Coaching concentrates on discovering and clarifying goals and eliciting strategies and solutions to get the client on track to achieve their future goals at a pace that is achievable for the client.
   • Healthy Wealthy and Wise® Platinum Coaching Program coaches recognize that results depend on the client's intentions, choices and actions as they are supported by the coach's efforts and application of the coaching process.
3. Standards of Ethical Conduct
   • As a coach:
     • I will not knowingly make any public statements that are untrue or misleading or make false claims in any written documents relating to the coaching profession.
     • As a role-model for current and potential coaches, I will conduct myself in accordance with the Healthy Wealthy and Wise® Platinum Coaching Program Code of Ethics in all training and supervisory situations.
     • I will accurately create, maintain, store and dispose of any records of work done in relation to the practice of coaching in a way that promotes confidentiality and complies with any applicable laws.
     • I will always be honest about the nature of my titles and degrees when referring to them in the general public, the media, and within the confines of the Healthy Wealthy and Wise® Platinum Coaching Program.
     • I will refrain from any criticism or defamation, in public or private of any other coaches, within or outside of the Healthy Wealthy and Wise® Platinum Coaching Program.
   • Professional Conduct with Clients
     • I will be responsible for setting clear, appropriate, and culturally sensitive boundaries that govern any physical contact that I may have with my clients.
     • I will not become sexually involved with any of my clients.
     • I will construct clear agreements with my clients and will honor all agreements made in the context of professional coaching relationships.
     • I will ensure that, prior to or at the initial session, my coaching client understands the nature of coaching, the bounds of confidentiality, financial arrangements and other terms of the coaching agreement.
     • I will respect the client's right to terminate coaching at any point during the process in accordance with their membership agreement within the Healthy Wealthy and Wise® Platinum Coaching Program.
     • I will be alert to indications that the client is no longer benefiting from our coaching relationship.
     • If I believe the client would be better served by another coach, or by another resource, I will encourage the client to make a change.
     • I will avoid the use of profanity.
     • I will avoid the use of negativity.
     • I will make the physical and mental well-being of each client a prime consideration.
     • I will not engage in verbal, physical or emotional abuse of any client.
     • I will coach each client within the limits of their training and competence and in conformity to the laws of their state or province.
     • I will withhold coaching if a client's behavior, appearance or statements would lead a reasonable person to believe that the client should be evaluated by a licensed health care professional.
   • Conflicts of Interest:
     • I will seek to avoid conflicts between my interests and the interests of my clients.

4. Healthy Wealthy and Wise® Platinum Coaching Program Pledge of Ethics
   • As a Healthy Wealthy and Wise® Platinum Coaching Program coach, I acknowledge and agree to honor my ethical obligations to my coaching clients and colleagues and to the public at large. I pledge to comply with the Healthy Wealthy and Wise® Platinum Coaching Program Code of Ethics, to treat people with dignity as independent and equal human beings, and to model these standards with those whom I coach. If I breach this Pledge of Ethics or any part of the Healthy Wealthy and Wise® Platinum Coaching Program Code of Ethics, I agree that Healthy Wealthy and Wise® Platinum Coaching Program in its sole discretion may hold me accountable for so doing. I further agree that my accountability to the Healthy Wealthy and Wise® Platinum Coaching Program for any breach may include loss of my Healthy Wealthy and Wise® Platinum Coaching Program membership and/or my Healthy Wealthy and Wise® Platinum Coaching Program and/or my Certified Coaches Federation credentials.

 

 

SCHEDULE D

Healthy Wealthy and Wise® Coaching s

DEFINITIONS

 

HWW: HWW is the abbreviation for The Healthy Wealthy and Wise® Corporation

PROGRAM: The PROGRAM is the term for the Healthy Wealthy and Wise® Coaching Program.

 

MEMBER: A MEMBER is an individual that joins the Healthy Wealthy and Wise® Coaching Program (The PROGRAM)

ASSOCIATE MEMBER: An ASSOCIATE MEMBER is an individual that joins with the MEMBER, if applicable.

 

PRIMARY CLIENT: The PRIMARY CLIENT is an individual that joins the PROGRAM under the MEMBER as a coaching client if applicable.

SECONDARY CLIENT: The SECONDARY CLIENT is an individual that joins the PROGRAM under the PRIMARY CLIENT if applicable.

A visual representation of the members, associate members, primary clients and secondary clients, if applilcable: