Coach contract

This coach contract (the “Contract”) is concluded between:

MB Corporate International LP, whose registered office is located at 101 Rose Street South Lane, EH23JG, Edinburgh, United Kingdom, and is registered under number SL034026, hereinafter referred to as “MB”, party of the first part,

And

The undersigned natural person or legal entity, hereinafter referred to as the “Coach”, party of the second part.

MB and the Coach are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

Preamble:

MB is an international e-Learning platform designed for personal, professional and financial development.

The Coach works as a coach, trainer, manager or is an expert in a particular field and wants to provide MB with training videos.

The Parties wish to mutually commit to the following:

Article 1: Purpose

The Parties agree that the purpose of this Contract is to contractually supervise training, instruction and support services for people aimed at developing specific skills in the personal, professional or financial sector. Members can access training videos on the Master Business e-learning platform (the “Platform”) provided by the Coach (the “Content”) and the remuneration for this Content is collected by MB.

Article 2: Remuneration

The Parties agree that the remuneration MB will pay the Coach for the Contracted Content will come from the monthly breakdown of all the coaches and experts who are signed up to the registered platform, amounting to 10% of the turnover from selling and renewing educational plans every month, minus a USD 49 (forty-nine US dollar) Master Business Ambassador license fee for managing and administering the MBA program tools, bank fees, taxes and any charges from producing the Content.

Each month, the Coach’s results will be calculated based on the number of people who have done the Coach’s training courses according to an algorithm and rules defined by MB, which may bring about fluctuations that the Coach accepts, and which may be modified by MB. At the start of each month, MB will email the Coach a detailed report of the results that the Coach’s training courses have generated over the previous month (the “Monthly Report”).

Once the Coach receives the Monthly Report, he/she must issue a corresponding invoice to MB. The remuneration will be paid to the Coach’s bank account on a monthly basis from the 15th of each month once the corresponding invoice has been issued and only after the training course has been on the platform for at least 30 (thirty) days.

The minimum amount for each payment made by MB is USD 149 (one hundred and forty-nine US dollars). If a monthly invoice is issued for less than USD 149, this amount will be carried over to the next monthly invoices and settled by MB when the total amount of all the invoices issued by the Coach has reached USD 149.

The Coach may negotiate with MB to be paid an advance before any content is produced, but MB is under no contractual obligation to agree to any such advance.

Article 3: Nature of the Contract

The nature of this Contract is such that the Coach is an independent contractor with regard to MB and both Parties agree that they do not and should not consider themselves to be an agent or employee of the other party. This Contract does not infer a relationship of subordination such as between an employer and an employee, an association or a joint venture.

Article 4: Obligations of the Coach

The Coach will have the following obligations within the framework of this Contract:

Providing Content with full responsibility, integrity and diligence.

Not distributing training courses provided to MB free of charge on any medium whatsoever.

Neither selling MB’s own Content, nor Content which is similar to it in nature, to third parties on any medium whatsoever.

The Coach must not sell training content he/she has produced and uploaded onto the Platform without informing MB beforehand in writing and obtaining MB’s permission.
Managing any anomalies to do with the Content, including copyright issues.

Granting MB an exclusive worldwide, royalty-free, transferable and assignable license to use the Content. This includes the right to reproduce, host, create technical copies of, distribute, communicate to the public, modify, analyze, publish and execute the Content for the sole purpose of operating, promoting and improving the Platform.

Guaranteeing MB against any recourse or lawsuit that may be brought against it for any reason whatsoever for the granted assignment, authors, beneficiaries, publishers or anyone who believes that he/she has any rights to assert on any or all of the Content or its use.

Guaranteeing that MB may peacefully enjoy the rights assigned to it and, especially, will not include any element that may violate the rights of third parties; that the Coach has not done nor will do anything that may prevent MB or interfere with them fully enjoying the rights he/she has acquired by this assignment. The Coach must refrain from doing anything whatsoever that might affect MB from making full use of the work.

Article 5: Rights of the Coach

The Coach will have the following rights within the framework of this Contract:

Being paid by the deadlines specified in Article 2 of this Contract.

Having access to its training courses on the Platform.

The Coach may sell training content he/she has produced and uploaded onto the Platform as long as he/she informs MB beforehand in writing and obtained MB’s permission regarding the terms of sale including the sale price, the buyer and/or the platform on which the training will be available.

Using the intellectual content of the Content (i.e. the Coach’s know-how/expertise used to produce the Content) on other media or forms than the Content and the Platform.

MB strictly prohibits any content that infringes copyright on its Platform and will remove any such Content that violates other parties’ intellectual property rights or image rights.

Article 6: Obligations of MB

MB will have the following obligations within the framework of this Contract:

Paying the remuneration mentioned in Article 2 of this Contract on time.

Not offering or selling Coaches’ training course other than on MB’s Platform.

Protecting Coaches’ personal information in accordance with the laws and regulations applicable to personal data protection and never providing it to third parties without the Coach’s written consent.

All content, photos and coaching courses will only be used in the context defined by MB on its website and/or social networks.

MB will never promote or use Coaches’ or experts’ images outside of this context without their written consent.

Article 7: Rights of MB

MB has the following rights:

Receiving the Content covered by this Contract and that said Content is delivered diligently, honestly, professionally and on time;

That the Coach will manage any anomalies related to the Content, including copyright issues.

Publishing videos at his/her discretion, according to the publishing rules and qualities he/she deems appropriate.

Getting a limited, exclusive, non-sublicensable, non-assignable, non-transferable right and license from the Coach to use the intellectual property of the content of their training course in accordance with the conditions defined by this Contract for its entire term.

Article 8: Contract Duration

If MB decides to waive any or all of the Content covered by this Contract for any reason whatsoever, MB must inform the Coach with 15 (fifteen) days’ notice by email with acknowledgment of receipt sent to the address indicated in this Contract. The Contract will then be automatically terminated within 15 (fifteen) days of sending the email.

If the Coach decides to waive any or all of the Content covered by this Contract for any reason whatsoever, he/she must inform MB with 15 (fifteen) days’ notice by email with acknowledgment of receipt sent to the address indicated in this Contract. The Contract will then be automatically terminated within 15 (fifteen) days of sending the email.

If the Coach’s service does not meet the quality requirements defined by MB under this Contract or occasionally in writing, or the Coach’s service does not comply with the training plan or teaching objectives defined with the production team occasionally in writing, MB reserves the right not to publish the Coach’s training course on its Platform.

The Coach can get back his/her raw training video footage by paying MB a lump sum of USD 1500 for the production costs.

Article 10: Contract Amendments

MB reserves the right to unilaterally modify any stipulation of this Contract that it considers insubstantial by sending a written notification to the Coach, which the Coach accepts.

Any contractual amendment considered to be substantial is only valid by mutual contract signed in writing by both Parties.

Article 11: Capacity

The Coach and MB hereby acknowledge and guarantee that:

This Contract and the performance of their respective obligations under this Contract do not and will not constitute a breach of any other consultation, non-disclosure, confidentiality or other contract that they are involved in;

They have full capacity, power and jurisdiction to execute this Contract and perform its terms;

During the execution of the Contract, the Parties must not infringe, misappropriate or violate any patent, copyright, trade secret, trademark or any other third parties’ intellectual property right;

The Coach hereby guarantees that he/she is the owner/holder of the intellectual property rights relating to the training courses that he/she is providing to MB and that these training courses do not violate third parties’ intellectual property rights. The Coach agrees to indemnify and protect MB against all claims, actions, liabilities, damages, losses, fines, penalties, costs and expenses, including reasonable fees for attorneys and experts, arising from any such real or alleged infringement of this Article 11.

Article 12: Personal data

The Coach accepts that MB collects, stores and processes data, including personal data about the Coach, relevant to the execution of this Contract and for the operational needs of the Platform within the framework of applicable laws and regulations as well as MB’s privacy policies that the Coach may consult.

Article 13: Severability

If one of the provisions of this Contract is deemed invalid or unenforceable, the validity and enforceability of the other provisions of the Contract will not be affected.

Article 14: Applicable law

The execution and interpretation of this Contract is done under the laws of the United Kingdom.

Article 15: Jurisdiction

The Parties expressly submit to the jurisdiction of the competent courts of the Council Area of Edinburgh, Region of Lothian, United Kingdom for any dispute or interpretation of this Contract, and in doing so expressly waive their jurisdiction.
After having read this Contract in its entirety and stating that they are aware of its content and legal scope, the Parties accept its terms and conditions.