This consulting (the “Agreement”), is entered into by Hasani X (“Consultant”) of Chazni Group, Inc. DBA Lead Your Story (the “Company) and paying party (the “Client”)  (individually, “Party” or together “Parties”) on the date of payment for services, (“Effective Date”) based on the terms set forth herein.

A. Purpose: The Client engages the Consultant for one or more of the following purpose(s):

1. To help improve general areas of Client’s life that impact performance
2. To help improve desirable skills that impact performance
3. To help improve one or more of Client’s 5 F’s (Fitness, Finances, Family, Fun, & Faith)

B.  Services Provided: The Consultant shall provide coaching & consulting to meet the above-outlined purpose. This shall include, strategy development, plan creation, coaching (via brainstorming, role playing, training, etc.), skill building, problem-solving, etc. – If the agreement includes specific deliverables they are outlined in Schedule A “Deliverables”, attached hereto and made a part hereof. All coaching and consulting services do not include execution of given advice, nor development of any kind unless otherwise noted. As an expert coach / consultant the Consultants primary role is advisory.

C. Term, Termination and Pricing:

1. This term of this Agreement shall begin upon the effective date and shall end when client ceases to pay monthly retainer fee or other associated fees.
2. Termination: Either Party may terminate this Agreement upon thirty (30) days written notice to the other party.  Termination shall be effective upon the date of mailing.  Upon termination of this Agreement, the Client shall pay the Consultant the reasonable value of the services provided up to the Termination date.  The Consultant shall provide the Client a written statement of its services within ten (10) days of the Termination date, noting any amounts due to the Consultant.  The Client shall promptly reimburse the Consultant for any non-refundable travel, lodging or other expenses related to this Agreement and incurred by the Consultant as of the date of Termination.  The Client shall pay any unpaid sums due to Consultant, including unreimbursed expenses, within fifteen (15) days from receipt of the Consultant’s statement.  Upon termination of this Agreement, the Client agrees to immediately return any and all of the Consultant’s Confidential Information, as defined below, held by the Client, in any form or manner such Confidential Information is so held.
3. Service Fee Summary: Client is responsible for all associated fees for scheduled services within the prescribed timeframe for service delivery. The Consultant has sole discretion as to whether to extend, reschedule, or make amends for Client cancelations or non-compliance with an agreed timeline for service delivery.
4. Pricing: All fees for services shall be due upon execution of this Agreement, except as otherwise provided herein: Total fees are as outlined in the initial invoice and/or service fee summary.

D. Headings:  The headings contained herein are for description only.

E.  Entire Agreement: This Agreement constitutes the entire and final agreement between the Parties and supersedes any and all prior oral or written agreements or discussions. This Agreement may not be modified in any respect except in a writing, which states the modification and is signed by both Parties hereto.

F.  Indemnification: Each Party shall hold harmless, and indemnify the other Party and its directors, officers, agents and employees against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense, but not including attorneys’ fees unless awarded by a court of competent jurisdiction, for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with intentional, willful, wanton, reckless or negligent conduct regarding (a) the Consultant providing to the Client of the services and/or deliverables contemplated hereunder, or (b) the client implementing or employing the services and/or deliverables contemplated hereunder.

G. No Medical Services: The Consultant specializes in personal coaching.  In no way does the Consultant purport to be or hold himself out to be a medical doctor, psychologist or psychiatrist, nor has the ability or license to practice medicine in any form, or is able or licensed to provide a diagnosis and/or remedy to any medical problem, whether physical or mental.  The Client shall not substitute the Consultant’s coaching for appropriate medical advice or counsel.

H. Non-Disclosure of Confidential Information:  The Client acknowledges that because of this Agreement, and for the purposes of providing the services and deliverables described herein, the Consultant may, throughout the Term of this Agreement, divulge the Consultant’s proprietary business information, processes, trade secrets, client lists, telephone numbers, addresses, emails and other intellectual property (in whatever form or manner held) (“Confidential Information”) to the Client, its agents, or assigns.  The Client hereby agrees to not use or divulge the Consultant’s Confidential Information except for the purposes contemplated under this Agreement, to any third party.  The Client further agrees not to use or allow any third party to use the Consultant’s Confidential Information.  The Client further agrees to make its best efforts to keep private the Consultant’s Confidential Information, including, but not limited to immediately identifying and retrieving any and all Confidential Information revealed by the Client to a third party.  At the end of the Term or upon the termination of this Agreement, the Client agrees to immediately return any and all of the Consultant’s Confidential Information, as defined below, held by the Client, in any form or manner such Confidential Information is so held.

I. Obligation to Perform: From time to time and pursuant to the terms of this Agreement, you, your agent, or your company may be required to do certain acts, provide information, or otherwise perform as may or may not be described herein, to effectuate the purpose of this Agreement.  You must fully cooperate with the Consultant and provide all information relevant to the issues involved in this Agreement. You must also pay all bills as required by this Agreement. If you do not comply with these requirements.  You hereby acknowledge that your failure to so perform may delay, frustrate or make impossible the completion of the services described herein.  You further acknowledge that your complete cooperation is essential to the Consultant providing the services described herein and your, your agent’s or your company’s failure to do so may be deemed a material breach of this Agreement entitling the Consultant to cancel this Agreement and be (a) paid for the reasonable value of services rendered up to the date of cancellation or (b) retain any monies already paid to the Consultant, whichever is greater.

J. No Guarantee: the Consultant agrees to give his best efforts at all times to achieve the desired.  However, the Consultant only guarantees that he will perform the services enumerated herein and pursuant to the terms of this Agreement.  By entering into this Agreement, you hereby acknowledge that the Consultant does not guarantee any specific outcome or results for you or your business.

K. Arbitration: In the event that a dispute arises between you and the Consultant relating to this Agreement or performance hereunder, both parties hereby agree to submit to non-binding arbitration under the law and jurisdiction as set forth in paragraph L below.  The parties may agree to any other Alternative Dispute Resolution (ADR) process, so long as such agreement is reduced to writing and signed by both parties.

L. Methods of Communication: You understand and agree that we shall be free to communicate with you by using (1) telephonic equipment, whether landline, cellular telephone, radio or other means of transmission; (2) U.S. Postal Service mail of any class; (3) electronic mail, howsoever generated and transmitted; and (4) courier or messenger service. You understand that some of these methods of communication may pose a risk that confidential information could be revealed, but you accept that risk and nevertheless authorize us to use whatever of the foregoing means of communication we deem appropriate to the circumstances.

M. Counterparts: This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

N. Additional Provisions: No Additional Provisions

O. Governing Law; Venue:

1. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of South Carolina (without giving effect to principles of conflicts of laws).
2. Notwithstanding the paragraph above, in an action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplates by this Agreement, each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Richland County, South Carolina.  Each party to this Agreement:
   • expressly and irrevocably consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Richland County, South Carolina (and each appellate court located in the State of South Carolina in connection with any such legal proceeding;
   • agrees that each state and federal court located in Richland County, South Carolina shall be deemed to be a convenient forum; and
   • agrees not to assert by way of motion, as a defense or otherwise, in any such legal proceeding commenced in any state or federal court located in Richland County, South Carolina, any claim that such a party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

PAYMENT FOR CONSULTING SHALL CONSTITUTE AGREEMENT TO THE ABOVE (A-O) PROVISIONS.

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