Michele Lee Ellis Consulting, LLC Service Agreement

 This Service Agreement is made between Michele Lee Ellis Consulting, LLC (Firm) and (Client(s). Client(s) desire to receive consulting services from MLEC, LLC in accordance with their desired state, and firm desires to provide such services on the terms and conditions set forth herein.

NOW, THEREFORE, for mutual consideration, the receipt and sufficiency of which is hereby acknowledged, Client(s) and Firm hereby agree as follows:

Description of Services. Firm agrees to develop and provide the services set forth on EXHIBIT A attached hereto (the Services).

Methodology. In providing the Services, Firm will employ a range of methodologies based on firm’s values and style. Client agrees to be open minded and partake in methods proposed.

Client understands that Firm or its staff makes no guarantees as to the outcome of his/her success, and Client hereby acknowledges that Firm is not an employment agent, business partner, financial analyst, legal advisor or psychotherapist.

Client agrees that Firm, in consideration for the Services, will auto charge the method of payment provided by Client on the dates and for the amounts specified in EXHIBIT B attached hereto. The Client has authorized the Firm to charge Client’s method of payment for any unpaid charges.

Chargebacks and Failed Payments. Client hereby agrees not to make any chargebacks to Firm’s account. Client further agrees to maintain a valid method of payment on file to ensure agreed

upon payments are processed at scheduled time, if applicable. Client is responsible for any fees associated with recouping payment on chargebacks and any other fees in connection with

Firm's collection of payment hereunder.

No extensions or pauses are to be granted to the Client; this is a consecutive 90 day agreement.

Refunds. Upon execution of this Agreement, if Client defaults for any reason whatsoever, Client shall not be entitled to a refund or credit and will be responsible for the remaining balance in full.

No Transfer or Distribution of Intellectual Property. Copyrighted and original materials created

by the Firm and/or Team of Experts (“Team”) shall be provided to the Client for Client's individual use only. Client shall not be authorized to use any of Firm’s or Team’s intellectual property for Client’s business purposes. All intellectual property, including Firm’s or Team’s

copyrighted course materials, shall remain the sole property of Firm. No license to sell or distribute Firm’s or Team’s materials is granted or implied.

Client agrees not to reproduce, duplicate, copy, share, sell, distribute, trade or otherwise disseminate or exploit for any commercial purposes any portion of the Services or any other goods and services provided in connection therewith (including course materials), including but not limited to permitting any third-party access to the web training portal, virtual sessions, or

any other goods and services provided in connection therewith (including course materials).

Client agrees not to re-teach or Firm the information learned in any portion of the course materials in their own businesses. Client may not assign or otherwise transfer this agreement, in whole or in part, without the prior written consent of Firm.

Confidentiality. By accepting the terms of this Agreement and affirmatively seeking the benefits of membership in the Program(s) offered by Firm, YOU affirmatively agree and acknowledge

that Firm may at any time reproduce and/or disseminate any testimonial(s) describing or otherwise referencing, either directly or indirectly, YOUR experience participating in such Program(s), including any specific results experienced by YOU over the course of such participation. YOU agree and acknowledge that this includes any written statements you may publish to social media accounts and online forums as well as any statements and/or images

captured or otherwise recorded over the course of attendance at any event(s) related to such Program(s). You further represent that any such statements or testimonials that you make shall

be correct, accurate, and truthful. Firm has the right to use case studies of Client’s situations and results or Client testimonials in future work but without making reference to Client’s full identity. Client will always be contacted for approval prior to any case study or testimonial being published in which Client will be identified by full name.

Non-Solicitation. Client agrees not to solicit business from or enter into business relationships with any of Michele Lee Ellis Consulting, LLC's past or current clients via online or offline communities. Offering commercial services to program graduates or current participants is prohibited. Client agrees not to hire or enter into agreements with Firm’s or Team’s current contractors, team members, or employees. If violated, there will be a minimal fine of $50,000

with a max allowed by the law in the state of Georgia.

Good Faith. Each party hereto represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

Non-Disparagement. Client agrees to not publicly or privately make any negative or critical comments about the Firm, Services, Firm’s business or contractors or to communicate with any other individual, company or entity in a way that disparages the Firm, Services, Firm’s business

or contractors, or harms the reputation of the foregoing in any way, including on social media at any time. As a part of the legal process, of course, Client is not prohibited from publicly sharing your thoughts and opinions.

Indemnification. Client shall defend, indemnify, and hold harmless Firm and its employees, affiliates, agents, representatives, successors and assigns from and against any and all liabilities

and expense whatsoever - including without limitation, claims, damages, losses, judgments, awards, settlements, investigations, costs, attorney’s fees, disbursements and any other liabilities which any of them may incur.

This agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to conflict of law principles. All disputes arising out of this agreement will be subject to the exclusive jurisdiction and venue of courts sitting within Atlanta, Georgia, and the parties’ consent to the personal and exclusive jurisdictions of these courts.

No waiver of any provision of this agreement shall constitute a waiver of any other provisions or of the same provision on any other occasion. Neither party will be responsible for any failure or delay in performing any of its obligations under this agreement (other than the obligation to

pay money when due) due to causes beyond its reasonable control, including but not limited to labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action.

This agreement contains the complete understanding and agreement of the parties hereto and supersedes all prior or contemporaneous agreements or understandings, oral or written,

relating to the subject matter herein.

All exhibits attached to this agreement will be deemed a part of this agreement and

incorporated herein by reference. The term “agreement” refers to this Service Agreement and all of the exhibits attached hereto. Each party represents and warrants that, on the date first written above, they are authorized to enter into this agreement.

AGREED SERVICES

EXHIBIT A - Program includes: 

• 12 Business Challenges
• Exercises & Activities 
• Random LIVE sessions
• And a whole lot more...

IN WITNESS WHEREFORE, the parties hereto have executed this agreement

Firm: Michele Lee Ellis Consulting, LLC.