PatriotDirect Functional Medicine Training Program, LLC
Mentorship Services Agreement
This Mentorship Services Agreement ("Agreement") is entered into as of the date of the last client acknowledgement, below ("Effective Date") between PatriotDirect Functional Medicine Training Program, LLC (“Company”) and the client (“Client”) named below. Company and the Client are sometimes collectively referred to herein as the “Parties” and each individually referred to herein as a “Party.”
Company offers a functional medicine mentorship program (the “Mentorship”), and Client is interested in enrolling in the Mentorship.
In consideration of the mutual promises and covenants herein, the Parties hereby agree to the following terms:
1. Program Description
The Mentorship provides the opportunity for ongoing refinement of knowledge and skills in functional medicine, as well as the ability to troubleshoot difficult cases. Scheduling options are set forth in Exhibit A.
2. Program Terms
a) Neither Company nor Client will share patient individually identifiable health information with each other, or otherwise allow access to such information, as part of the Mentorship.
b) Mentorship will be held via videoconference or phone and will be performed by an agent of the Company.
3. Intellectual Property
a) The terms of any end user license agreement (“EULA”) entered into between Client and Company are incorporated herein by reference. If any of the terms of the EULA conflict with the terms of this Agreement, the terms of the EULA shall prevail.
b) Client understands and agrees that Client has permission to use the functional medicine materials provided by Company solely in connection with the Mentorship or other Company programs, and that such materials are available to Client as a program participant, but Client is not authorized to share these materials with others.
c) Client’s reproduction and/or distribution of any and all Mentorship or program materials and related items, regardless of format (print, electronic, or other) is prohibited.
d) Unless indicated otherwise, Mentorship or program materials and content are the property of Company or its principal and are protected by intellectual property laws, including but not limited to copyright, trademark, and service mark protections. Mentorship or program materials may not be copied, reproduced, republished, linked, uploaded, posted, transmitted, or distributed in any way without the prior written permission of Company or its principal, as applicable. Client’s modification of Mentorship or program materials and content or use of this content for any other purpose is a violation of the rights of Company or its principal.
e) Certain Mentorship or program materials are handouts intended for Clients to use with and distribute to their patients. Any such handouts will be clearly marked regarding how they may be reproduced and distributed. Absent such explicit language, the prohibition on copying or distribution of Mentorship or program materials applies.
f) Unless it has the prior written consent of Company, Client shall not use Company’s name (including the names of its principal(s) and affiliate(s)), nor any substantive part of the name(s), nor any substantive part of the logo(s) or other identifying mark(s) in any advertising, publicity, or publication, including on the Client’s website(s) or social media site(s), except to the extent required to comply with applicable law.
g) Company will obtain the Client’s prior, written consent prior to listing Client’s name on Company’s website or in other marketing materials.
h) Client agrees that any violation or threatened violation of the intellectual property rights set forth in this Agreement will cause irreparable injury to Company or its principal, entitling the Company or its principal to obtain injunctive relief in addition to all other available legal remedies.
4. Term; Termination; Refund; Force Majeure
a) Enrollment in the Mentorship shall commence on the Effective Date and will extend thereafter for the period set forth in Exhibit A.
b) This Agreement may be terminated at any time by mutual agreement of the Parties or by one Party upon ten (10) days’ prior, written notice to the other Party.
c) If this Agreement is terminated by either Party, Company will refund the pro-rata portion of unused Mentorship fees paid by the Client to the Company.
d) Should the program need to be cancelled because of a force majeure event, including but not limited to, acts of God, war, riot, governmental action, epidemic or pandemic, fire or flood, strikes or threat of strikes, internet outage (for online or video access), and/or acts of terrorism or threats of terrorism, Company will work with Client to reschedule at a time convenient to both Parties, and any fees paid to Company may be transferred to the new Mentorship date(s). If the Mentorship cannot be rescheduled, Client will be refunded for the pro-rata portion of the unused Mentorship fees paid by the Client to Company.
5. Confidentiality
a) In connection with the Mentorship, the Parties may disclose to one another certain confidential and/or proprietary information. Each Party is willing to disclose such information under the terms and conditions set forth in this Agreement.
b) For purposes of this Agreement, each Party’s confidential information (“Confidential Information”) shall mean all proprietary, secret, or confidential information or data relating to Company or Client, including but not limited to operations, owners, employees, business plans, know-how, marketing plans, reports, and services, respectively, that such Party supplies in connection with this Agreement and that either is designated by the disclosing Party (“Disclosing Party”) as confidential or that the receiving Party (“Receiving Party”) should reasonably believe is confidential based on the subject matter or the circumstances of its disclosure.
c) Confidential Information does not include information that is: (i) publicly known; (ii) already known to the Receiving Party; (iii) lawfully disclosed by a third party; (iv) independently developed; or (v) disclosed pursuant to legal requirement or order.
d) The Receiving Party agrees not to use the Confidential Information for any purpose other than in furtherance of this Agreement.
e) The Receiving Party shall not disclose the Disclosing Party's Confidential Information to third parties without the prior express written consent of the Disclosing Party. The Receiving Party is responsible for its improper disclosure of Confidential Information, and the Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and prevent disclosure of the Confidential Information. Without limiting the foregoing, the Receiving Party shall take at least those measures that the Receiving Party takes to protect its own Confidential Information.
f) The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.
g) Upon the expiration of this Agreement, all documents and other tangible objects containing or representing Confidential information and all copies thereof that are in the possession of the Receiving Party shall be promptly destroyed or returned to the Disclosing Party upon request.
6. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the United States and, specifically, the Commonwealth of Massachusetts, without regard to principles of conflicts of law. Each Party agrees to submit to the jurisdiction of any court of the Commonwealth of Massachusetts in the County of Middlesex or any federal court sitting in Massachusetts for the purpose of any suit, action, or other proceeding arising out of this Agreement or the Mentorship which is brought by or against the other Party.
7. Notices
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and may be delivered personally to the recipient, sent to the recipient by facsimile or by reputable overnight courier service (charges prepaid), or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Any notice so delivered personally or by facsimile shall be deemed to be received on the date of delivery or transmission by telecopier; any notice so sent by overnight courier shall be deemed to be received one (1) business day after the date sent; and any notice so mailed shall be deemed to be received on the date stamped on the receipt (rejection or other refusal to accept or inability to deliver because of a change of address of which no notice was given shall be deemed to be receipt of notice). The current addresses of the Parties to which such notices should be sent are as follows:
PatriotDirect Functional Medicine Training Program, LLC
117 W Central St.
Natick, MA 01760
8. Entire Agreement
This document, including its attachment(s), contains the entire agreement between the Parties with the respect to the subject matter hereof.
9. Independence of Parties
Company and Client are independent contractors and nothing in this Agreement shall be construed to create an employer/employee relationship between the Parties. Each Party will be responsible for income, employment, and/or other taxes, and workers’ compensation liabilities for its employees and other personnel providing services hereunder. Neither Party shall have the authority to make any commitment on behalf of the other.
10. Limitation of Liability
Except to the extent required by applicable law, in no event shall Company be liable to Client for any special, incidental, indirect, consequential, punitive, exemplary, or other damages arising out of or relating in any manner to this Agreement under any cause of action.
11. Disclaimer
Client hereby acknowledges and consents to the following:
The Mentorship, including all related materials, is provided for informational purposes only. The information contained in the program is not intended to replace Client’s medical training or standards of care. The information provided in the program is not specific to any company’s products. Statements made during the Mentorship or in the program materials have not been evaluated by the US Food and Drug Administration or other federal or state accreditation entities, and completing the Mentorship or informational program does not constitute a formal certification. Client is responsible for meeting, following, and complying with medical standards, practices, and procedures. Neither Company, nor its principal, nor its affiliates, nor the publisher of program materials shall be liable or responsible for any risk, loss, or damage allegedly arising from any information or suggestions in those materials or as part of the Mentorship. Client acknowledges that Client’s reliance on the content is solely at Client’s own risk.
12. Indemnification
To the extent permitted by law, Client will defend, indemnify, and hold Company, and its current and former owners, members, managers, officers, employees, agents, and affiliates, harmless from and against any and all claims, liabilities, losses, damages, and expenses, including, without limitation, reasonable attorneys’ fees and expenses, that may arise, directly or indirectly, from any breach by Client of its obligations under this Agreement, or any other act or omission by Client. Client will have no obligation to indemnify Company to the extent the liability is solely caused by Company’s gross negligence or willful misconduct.
13. Effect of Failure to Enforce
Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof.
14. No Presumptions
This Agreement shall be construed without regard to any presumptions or rules requiring construction against the party causing the instrument to be drafted.
15. Counterparts; Electronic Signatures
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimiles and electronic signatures, including via DocuSign or pdf, shall be considered to be original signatures.
16. Severability
The provisions of this Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.
17. Survival of Terms
The provisions of this Agreement which by their explicit terms or their manifest intent are to survive, including without limitation those which relate to confidentiality, use of a Party’s name, indemnification, and limitation of liability, shall survive expiration or termination of this Agreement.
18. Amendment
This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto.