Purchase Agreement

This AGREEMENT ("Agreement") is entered into and becomes effective on the same day you agree to terms and conditions and purchase the product, by and between Completely Passive LLC ("CP”) a Utah Limited Liability Company, with principal offices located at 214 N 300 E, Spanish Fork, UT 84664, and You, customer purchasing Completely Passive Product(s) (Client).

CP and Client are sometimes herein referred to jointly as Parties and individually as Party.

RECITALS

A. CP has certain expertise, education, skill, training, business connections, and experience in marketing, consulting and business.

B. CP has created and owns the rights to trade secrets and a proprietary system, methods, techniques, classes, tutorials instruction, CP courses and materials for marketing and business development.

C. CP offers consulting services focused on improving the systems, marketing, image, and sales development of various businesses, which includes utilizing the trade secrets and proprietary information developed by CP, including but not limited to that identified in Paragraph B.

D. Client is engaged in a business. Client recognizes the good-will, reputation, and track record of CP.

E. As such, Client desires to engage CP to support Client's development of Client's business endeavors.

F. CP has agreed to provide such services as contemplated in this Agreement, Client has agreed to compensate CP for such services, and the Parties have agreed to do so in accordance with the terms and conditions in this Agreement.

G. In addition to the consulting services, CP offers the “Majority Partner Licensing Program” that allows Client to earn commissions for making sales as defined herein.

Now, therefore, the Parties agree as follows:

ARTICLE I —SCOPE OF SERVICES

1.1 Commencement. CP shall commence services on the day following receipt of the first payment identified in Paragraph 2.1.1.2Termination. This Agreement may be terminated by CP with same day notice to Client, except for as set out in Paragraphs 2.3 and 2.5.1.3Business Consulting. Client is entitled to full CP course material. Client will receive access to the course within 24 hours of the date the agreement is signed. The Client will have lifetime access to any learning material shared in the program if CP remains an operating entity. Course shall include but not be limited to access to proprietary and non-proprietary business, marketing, and branding strategies, and recommended software(s) and systems.

1.4 Majority Partner Licensing Program. The Majority Partner Licensing Program allows Client to work as a reseller for CP and to receive commissions on said sales. Client will either participate in the program at fifty-one percent (51%) commission or seventy-five percent (75%) commission, based upon the level of program entered.  CP hereby grants to Client a non-transferable, non-exclusive license to resell the CP program.  Commissions will be paid the month following the sale by Client. Commissions will be paid once CP has received a W9 from client.

1.5 Relationship. This Agreement does not create an employment relationship of any kind, partnership, joint venture, or ownership interest between Client and CP. Client shall not be considered an employee(s) of CP for any purpose whatsoever.

ARTICLE II — CONSIDERATION

2.1 Client agrees to pay CP and CP accepts an initial amount of $697/$1997, which shall be paid in one payment, to occur within two days of the date Client executes this Agreement. Thereafter the annual fee for the service is $299/$499.  The annual fee is due on the anniversary of this agreement.

2.2 The initial payment made on the date Client executes the Agreement shall be made by credit card or other method as requested by CP.

2.3 The annual fee shall be made by credit card 12 months from purchase date. 

2.4 Each payment made by Client under this Agreement must be received by CP on the date specified in Paragraph 2.1. If payment is not timely received by CP, Client shall have materially breached the Agreement and shall forfeit all remaining portions of services that have not yet been performed under the Agreement. CP shall have no further obligation to Client. In addition, if payment is not timely made by Client according to the Agreement, the past due amounts shall accrue interest of 1.5% (one and a half percent) monthly (compounded) beginning on the day following the due date until fully paid and may be placed in the hands of an attorney for collection or collection agency. The Client agrees to pay CP for all reasonable attorneys' fees and costs associated with collection of the past due amounts, which include collection agency costs of 30% (thirty percent) of all past due amounts placed in the hands of the collection agency.

2.4 Client is not entitled to a refund or chargeback for any reason. All payments made to CP pursuant to this Agreement are final and are not refundable for any reason. 

2.5 Client agrees not to request, advise, file a claim, or seek Client's bank or credit card company for a chargeback for consideration paid under this Agreement. Client agrees to waive any rights Client may have under applicable state and federal truth in lending laws or otherwise (including, but not limited to, under Client's credit card issuer's procedures for resolving such disputes). Client agrees that any disputes that Client may have with respect to consideration paid hereunder must be addressed directly between Client and CP. If a chargeback occurs, Client shall have materially breached the Agreement and shall forfeit all remaining services that have not yet been performed under the Agreement. CP shall have no further obligation to Client.Further, the amount of the chargeback shall be subject to a finance charge in the amount of one-and-one-half percent (1½ %) per month until paid in full by Client. Further, CP shall be entitled to recover from Client all damages, and reasonable and necessary attorneys' fees, and costs associated with pursuing collection and/or recovery of the amount of the chargeback.

ARTICLE III - PROPERTY RIGHTS, NONCOMPETE, AND CONFIDENTIALITY

3.1 Use of Client's Likeness. Client agrees, consents and grants CP use of any and all of Client's likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings, provided or derived from an interaction with CP, and/or that relates to services provided by CP, for use in the business of CP. Client irrevocably grants CP property rights in Client's likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provides to, derived from an interaction with CP and/or that relates to the services provided by CP. Client is not entitled to compensation of any kind for CP's future use of Client's likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provided or derived from an interaction with CP, and/or that relates to services provided by CP. Client waives any and all causes of action in contract, tort, or the common law for and/or CP's use of Client's likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provides to, derived from an interaction with CP and/or that relates to the services provided by CP. (Why do you need this??)

3.2 Confidentiality; Ownership of Information. CP will provide Client with access to Confidential Information as defined in Paragraph 3.2(ab)) that is used in the operation of CP's business as reasonably necessary to allow CP to comply with the terms of this Agreement. Client acknowledges that CP will provide Client with access to CP's Confidential Information only for the term of the services rendered under the Agreement. Client agrees to not disclose to any person for any reason, without prior written consent from CP, the amount(s) paid to CP, the strategies taught to Client by CP, or names of connections and or companies provided to Client by CP and are considered confidential and proprietary.

i.Definitions.

a. For purposes of this Agreement, "Business" means providing marketing, sales, automation, consulting, techniques, methods, courses, education, classes, tutorials, instruction to business professionals online or in person.

b. For purposes of this Agreement, "Confidential Information" means information possessed by CP relating to the Business, and its business activities not generally known which is used or is useful in the conduct of CP's business, or which confers or tends to confer a competitive advantage over one who does not possess the information. Confidential Information includes copyrights, trade secrets, know-how, information about existing, new or envisioned products, services and processes and their development and performance, any techniques, methodologies, pricing, technical information, computer software, business and financial information, unpublished lists of names, information, documents, videos provided or shared by CP to Client, and information relating to startup coaching, startup training, online coaching or training, marketing, client acquisition process, sales, coaching, marketing, automation methods, advertisements, social media utilization and pricing. Confidential Information also includes information received by CP from others which CP has an obligation to treat as confidential and information received by Client from other clients of CP. All information which becomes known to Client during the term of the services rendered under the Agreement, which Client would reasonably believe is Confidential Information or which CP takes measures to protect, shall be regarded as Confidential Information.

ii.No Disclosure. During the term of the services rendered hereunder, and at all times thereafter, Client shall maintain the strictest confidence of CP's trade secrets and Confidential Information. Client shall never disclose, copy, share, disseminate, transfer, convey, sell, or discuss, directly or indirectly, to any person or entity other than the Parties to this Agreement, CP's copyright information, trade secrets or other Confidential Information, except by express prior written consent of a duly authorized officer or director of CP. Client will not make copies, videotape, record, photograph or transfer in any way, in whole or in part, any Confidential Information or marked original copies of Confidential Information, copyright information, or trade secrets of CP. Further, Client shall use Client's best efforts and shall take all reasonable precautions to prevent the disclosure of CP's copyright information, trade secrets or other Confidential Information. A breach of this provision includes but is not limited to each disclosure, sharing, dissemination, transfer, conveyance, selling, or discussion of any singular piece of Confidential, trade secret, copyright, and/or proprietary information.

iii. Ownership of Information. All Confidential Information is and shall remain the sole and exclusive property and proprietary information of CP, as the case may be, and is disclosed in confidence by CP in reliance on Client's agreement to maintain such Confidential Information in confidence and not to use or disclose such Confidential Information to any person except the Parties to this Agreement. Client has no ownership, property rights, or other rights of any kind in the Confidential Information, trade secrets, copyrights, proprietary information or other property of CP.Return of Material. Upon the expiration or earlier termination of this Agreement for any reason or if Client breaches this Agreement, Client shall within five (5) days turn over to CP all documents, videos, photographs, recreations, copies, or other material in Client's possession or under Client's control that (i) may contain or be derived from Confidential Information, or (ii) are connected with or derived from CP's services to Client. Client shall not retain any Confidential Information in any form (e.g., electronic or written) upon the expiration or earlier termination of iv.this Agreement. Client shall also return such information within seven (7) days of CP's request.

3.3 Non-Compete; Working for Competitor. You recognize that CP is a business that relies significantly on the Internet medium and/or internet platforms, including but not limited to in social media platforms on the internet. As such, CP's business models are largely tied to the internet and have no particular geographic boundaries. In consideration of CP providing Confidential Information to Client, Client will not, at any time during the term of this Agreement or at any time for two (2) years subsequent to any termination of this Agreement, whether directly or indirectly, in the continental United States, or within such other geographic areas as CP is engaged in business at the time of termination of this Agreement, for Client's own account, individually or through another entity that Client owns or is involved in, or on behalf of any direct competitors of CP, engage in any business or transaction involving the Business, whether as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, without the prior written consent of CP, which consent may be withheld by CP in CP's sole and absolute discretion.

3.4 Non-Solicitation. During the term of this Agreement and for a period of twenty four (24) months after the date of termination of this Agreement, Client will not in any way, directly or indirectly (i) induce or attempt to induce any employee, independent contractor, agent, consultant, or customer/client of CP to quit work with CP; (ii) otherwise interfere with or disrupt CP's relationship with its employees, independent contractors, agents, consultants and/or customers/clients; (iii) solicit, entice or hire away any employee, independent contractor, agent, consultant or customer/client of CP; or (iv) hire or engage any employee, independent contractor, agent, consultant, or customer/client of CP or any former employee, independent contractor, agent, consultant or customer/client of CP whose work or agreement with CP ceased less than one year before the date of such hiring or engagement. Client acknowledges that any attempt on the part of Client to induce others to leave CP, or any effort by Client to interfere with CP's relationship with its employees, independent contractors, agents, consultants or customer/client would be harmful and damaging to CP. To be clear, Client is not to contact or solicit the business of CP’s current or former customers/clients.

ARTICLE IV— INDEMNITY

1.6 Indemnity. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CP, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS  FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COMPLAINTS, DEMANDS, OBLIGATIONS, ACTIONS, LAWSUITS, JUDGMENTS, AWARDS, PENALTIES, VERDICTS, PAYMENTS OR CAUSES OF ACTION OF ANY KIND, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, DAMAGES TO A BUSINESS, CONTRACT, TORT, CONTRIBUTION AND/OR INDEMNITY, CLAIMS FOR STATUTORY INDEMNITY, NEGLIGENCE, GROSS NEGLIGENCE, AND ANY OTHER LIABILITY OF ANY KIND. BROUGHT BY YOU OR ANY THIRD PARTY INCLUDING ALL RELATIVES OF THE CLIENT OR THIRD PARTIES, ANYONE BRINGING DERIVATIVE CLAIMS, AND/OR ANYONE BRINGING CLAIMS BY, THROUGH, OR UNDER THE CLIENT OR THIRD PARTIES, RELATED IN ANY WAY OR INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE AGREEMENT (INCLUDING BUT NOT LIMITED TO THE SERVICES RENDERED OR INFORMATION OBTAINED IN THE PROGRAM, CONSIDERATION, CONFIDENTIAL PROPRIETARY, OR COPYRIGHT INFORMATION), ACTS AND/OR OMISSIONS OF CP, AND CP EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS.

ARTICLE V - GENERAL PROVISIONS

5.1 Disclaimer. CP do not, under any circumstances, warrant or guarantee Client any specified results, amount of income that will be received or earned, or any other particular outcome or result of any kind. Results that Client achieves are in no way, shape, or form, guaranteed by CP,or any of their respective agents, employees, independent contractors, subsidiaries, borrowed servants, or any other third party.

5.2 Assignments. This Agreement is not assignable by any party without the prior written consent of CP. Any assignment without such written consent shall be void.

5.3 Notices. Any notices to be given hereunder by either party to the other shall be in writing either by email, or delivery by mail-certified return receipt requested. Notices shall be addressed to the parties at the addresses as set forth above, until and unless such party changes the specified address by written notice to the other.

5.4 Jurisdiction and Venue. This Agreement shall be governed in all respects, including its validity, interpretation and effect, and construed by and in accordance with the laws of the State of Utah, including, without limitation, its limitation of action and other procedural laws without giving effect to the principles of conflict of laws of the State of Utah. THE PARTIES HEREBY STIPULATE AND AGREE THAT IF IT BECOMES NECESSARY FOR ANY OF THE PARTIES TO FILE AN ACTION CONCERNING ANY MATTER RELATING TO OR PROVIDED FOR IN THIS AGREEMENT, THAT SUCH ACTION SHALL BE BROUGHT EXCLUSIVELY IN UTAH COUNTY, UTAH, AND THAT VENUE IS PROPER IN UTAH COUNTY, UTAH.

5.5 Legal Construction. If any portion (word, clause, phrase, sentence, paragraph, or section) of this Agreement or the application thereof to any person, entity or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such portion to persons or entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected hereby, and such portion shall be considered independent and severable from the Agreement, and this Agreement shall be enforced as if such portion did not exist.

5.6 Attorney Fees. If any action or other legal proceeding is initiated by CP against Client relating to this Agreement or its subject matter, CP shall be entitled to recover, in addition to all damages allowed by law, equity and other relief, all court costs, and all reasonable and necessary attorney's fees incurred by reason thereof. Client agrees that in the event of litigation or other legal action, the right to request discovery of CP's Confidential Information, copyright, proprietary and/or trade secret information, is hereby waived. Each party recognizes that agreement to such waiver is a condition precedent to access to and use of CP's Confidential Information, copyright, proprietary and/or trade secret information. You hereby agree that if a bond is necessitated  and/or CP seeking injunctive relief against Client that such bond be $100.00 (one hundred dollars and zero cents).

5.6 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, entity, organization, or corporation other than the parties hereto, any right or claim under or by reason of this Agreement or any term, covenant or condition hereof, as third party beneficiaries or otherwise, and all of the terms, covenants and conditions hereof shall be for the sole and exclusive benefit of the Parties.

5.7 Binding Effect. AU the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit or, and are enforceable by the Parties.

5.8 Voluntary. Client has been or has had the opportunity to seek the advice and guidance of their own counsel in the review, interpretation, negotiation and execution of this Agreement This Agreement shall be construed as if collaboratively prepared by the Parties and any uncertainty or ambiguity shall not be interpreted against any one party and in favor of the other. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. Any use of masculine, feminine or neuter pronouns herein shall be deemed to include each of the masculine, feminine and neuter.

5.9 Entire Agreement. This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings, and representations, if any, may by and between the Parties. No representation, inducement, promise or agreement, oral or otherwise, if any, not embodied in this Agreement, or any other agreement related to this Agreement and expressly references herein is of any force and effect. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the Parties.