At LifeLabs, we think business relationships work best when everyone knows what’s expected up front. With this in mind, these are our Rules of Engagement (the “Rules”) which will be the legal framework for the relationship between LifeLabs Group, Inc. DBA LifeLabs Learning (“LifeLabs”) and the company who is executing this agreement (“Company”). Sometimes we will refer to LifeLabs and the Company together as the “Parties” and each as a “Party.”
The Rules describe the general terms and conditions under which LifeLabs will provide our services to Company.
1. Start Date for the Rules.
The Rules will go into effect on the date you sign your Statement of Work (the “SOW”) (the “Rules Effective Date”) and will stay in effect until one Party terminates the Rules.
2.1. Description of Services. You will engage us for training (facilitating workshops), individual coaching, or other consulting services (collectively, the “Services”) which are more fully described in your Statement of Work.
2.2. Service Performance. We will perform all Services in a professional manner in accordance with industry standards. If you, using your commercially reasonable judgment, decide that we aren’t performing all Services in a professional manner in accordance with industry standards,you should notify us in writing providing a detailed description.
2.3. Location. We will perform Services on-site at your offices, off-site or virtually, as mutually agreed upon by both parties.
- We will work with you to coordinate and confirm Services dates and times. Once these dates are coordinated and confirmed, they may be changed with 30 days’ prior written notice.
The reason we ask for 30 days’ notice is that we manage our facilitator capacity two-to-three months in advance. By booking our facilitators’ time in advance, we can ensure that we are always able to provide the Services to you when scheduled. Last minute scheduling conflicts are bound to come up from time to time. If you have a scheduling challenge that falls past our rescheduling deadline, some available options are for us to teach a different workshop or do consulting or coaching.
- You may reschedule a session as many times as you would like as long as you have provided the minimum advance notice and the rescheduled session takes place prior to the SOW expiration date.
- In order for us to guarantee availability before the SOW expiration date, you must request to reschedule at least two months prior to the SOW expiration date.
The reason we require all rescheduling be done at least two months prior to the end of the SOW is to ensure we have enough time and available capacity to book your Services.
- Dates for individual coaching and consulting sessions may be changed with five days’ prior written notice by the Party requesting the change.
- Should you request to reschedule with less than 30 days’ notice, you agree and accept that you will forfeit all fees paid or due to be paid for the originally scheduled workshop(s). You will be billed the single workshop fee as outlined in each SOW for each rescheduled workshop.
2.5. Force Majeure. We won’t charge you the forfeiture fees for a session or Service that is rescheduled with less than 30 days’ notice as a result of an extraordinary event such as war, terrorism, civil disorder, labor strikes or disruptions, fire, epidemics or outbreaks, power outages, internet outages and curtailment of transportation facilities (“Force Majeure”), provided Force Majeure (a) prevents us from delivering the Service in an alternate format (in-person or virtually) or (b) prevents either us or your employees from safe participation. If Force Majeure prevents us from delivering a workshop, we will reschedule the workshop at a mutually agreed on date, but will not allow for cancellation or refund. If this should happen near the end of the term of the SOW, we are happy to extend the expiration of the SOW to allow us to reschedule past that date, if needed.
2.6. Ethical Standards. We are not violating any other agreement by performing these Services. No laws will be violated in performing any Services, and the Services will not infringe on patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any third party.
2.7. In Person Workshops. If you have scheduled your workshop to be taught in person, you are awesome and we can't wait! Our facilitators will follow the health and safety protocols you've put in place to protect your workers; we require masking and social distancing in our workshops, unless otherwise agreed upon. If our facilitator or a member of your staff becomes ill, we will convert the workshop from in-person to virtual, but all other terms of our agreement will remain the same.
2.8. Anti-harassment. LifeLabs is committed to creating a workplace free of discrimination and harassment. We will not stand for any harassment of Labmates by clients, prospects, partners, vendors, or contractors of LifeLabs. We reserve the right to exclude any learner from our workshops who engages in discriminating or harassing behavior.
3.1. Fees & Payment Terms. You will pay us the fees and charges as specified in the applicable SOW when you receive our invoice. All payments will be made in U.S. dollars by check, wire transfer, ACH transfer or in a form otherwise agreed to in writing. If you fail to make any payment within 30 days of its due date, then we may, in our sole discretion and in addition to any other remedies at law or equity, (a) assess a late fee in an amount equal to the lesser of 1.5% per month or the maximum rate permitted by law on the overdue amount and/or (b) terminate these Rules pursuant to Section 7.2.2.
3.2. Expenses. All domestic travel and other related expenses for Services are included in the price outlined in the SOW. If international travel is necessary, the costs associated with that travel will be in the SOW.
If you reschedule Services and we’ve already booked our travel, you will reimburse us for any non-refundable travel expenses we can’t recover. We will provide you with an itemized list and receipts for those expenses.
4. Confidentiality and Nondisclosure.
4.1. Confidential Information. "Confidential Information" is any confidential or other proprietary information that is disclosed by a Party to the other Party under the Rules, including, without limitation, the Materials (as defined in Section 5.1), training materials, methods and processes, designs, information regarding potential or actual customers, customer and client lists, techniques, business and product plans, and other confidential business information. Confidential Information does not include information which: (a) is or becomes public knowledge through no fault or act of the Party receiving the Confidential Information; (b) is independently developed by the receiving Party without the use of the Confidential information of the disclosing Party; (c) is already known to the receiving Party at the time of disclosure as evidenced by such the records of the receiving Party; or (d) is disclosed to the receiving Party by a third party that is not under an obligation of confidentiality.
4.2. Protection of Confidential Information. Each Party agrees not to transfer or otherwise disclose the Confidential Information of the other Party to any third party. Each Party will (a) give access to Confidential Information solely to those employees with a need to have access to it and (b) take the same precautions to protect such Confidential Information against disclosure or unauthorized use that the Party takes with its own confidential information, but, in no event, shall a Party apply less than a reasonable standard of care to prevent disclosure or unauthorized use. Your secrets are safe with us!
4.3. Participant Confidentiality. We will treat all participant information shared during individual coaching intake calls and sessions as confidential. Individual coaching participants will have discretion to share or not share the content of coaching conversations, and any other information from the coaching process. Your employees' secrets are safe with us too! (We’ll always let you know if we learn that someone is doing something illegal or dangerous, though.)
4.4. Former LifeLabs Employees. Sometimes our employees move on to new opportunities (We know! We find it shocking too!). We invest significant resources in developing our employees. They’re kind of our “secret sauce.” You agree that you won’t knowingly hire our previous employees to provide training to your employees using our intellectual property, including but not limited to, our workshop content, training materials, exercises, presentation slides, worksheets, methods and processes, designs, etc. Additionally, you agree not to knowingly ask our previous employees to disclose any of our Confidential Information including, but not limited to, potential or actual customers, customer and client lists, techniques, business, and product plans, and other confidential business information.
4.5. Use of Company Logo. We are really proud to be doing business with you. We might include your name and logo on our website and/or our marketing materials, unless you would prefer us not to, in which case you should email your client administrator who will code your company as NO LOGO USE.
5. Ownership of Materials and Work Product.
5.1. Services. We retain all intellectual property rights in any content, training materials, exercises, presentation slides, transcriptions, and worksheets (collectively, “Materials”) presented, developed or provided (including all of the parts of them), which might be updated, supplemented or modified, under these Rules. If we use any of your Confidential Information in the Materials, it will remain your Confidential Information.
So long as you have paid the fees outlined in Section 3 and are in good standing with the Rules, we grant you a nonexclusive license to use and copy the workshop summaries, mini-missions, and worksheets from the Services (the "Supplemental Materials") so long as you attribute the Supplemental Materials to LifeLabs Learning and agree to use the Supplemental Materials only for your internal business purposes. If you request Materials or Supplemental Materials to contain your Confidential Information, we agree that your Confidential Information in the Materials or Supplemental Materials is, and will remain, your exclusive intellectual property. You agree not to remove, distort or modify any of our copyright or other proprietary notices from any Materials.
- You agree not to videotape or record any session we conduct. We want to deliver sessions that have the most impact for you and your employees, and our experience is that videotaping is simply no substitute for live instruction. Additionally, we want session participants to feel comfortable sharing what might be sensitive topics, and we have found that knowing they are being recorded makes participants less likely to share. It's also really important to us to keep our intellectual property safe; it's what makes us special and is at the heart of what makes our business possible. A recording of our content posted online is not the internet fame of our dreams!
- From time to time, we may videotape or record sessions for internal training and evaluation processes only. We will always let your employees know before we record a session. We are constantly looking for ways to make our sessions more valuable and to make our Labmates better facilitators and better humans! We will never use these videos for external purposes like marketing or advertising. If you’d prefer that we don’t videotape or record your company’s sessions, please email your client administrator who will code your company as NO RECORDING.
5.3. Work Product. If you hire us to provide consulting services, and those consulting services result in the creation of “Work Product”, we preserve our pre-existing rights to any of our intellectual property that might be contained in the Work Product. Any copyrightable Work Product we create will be considered as “Works Made for Hire” (as that term is defined under U.S. copyright laws) for your benefit and all rights therein, subject to our pre-existing intellectual property rights, will belong to you as author and copyright owner. Subject to payment of the fees as set forth in Section 3 and the other terms of these Rules, we grant you an irrevocable royalty-free, non-exclusive, license of unlimited duration to use any and all of our pre-existing intellectual property that is embedded or contained within any of the Work Product.
6.1. Coverage. At our sole cost and expense, and at all times during the Rules, we will maintain in effect adequate insurance to cover any liabilities which may arise as a result of our performance. At a minimum, it includes the following:
(a) Commercial general liability with $1,000,000 per occurrence and annual aggregate of $2,000,000 USD.
(b) Workers’ compensation insurance with statutory limits in compliance with the laws of the state where the work is being performed for itself and all personnel performing any of the Services, including $1,000,000 USD of employers’ liability coverage.
Our coverage will be considered primary without right of contribution to your insurance policies and must include the following, as evidenced on a Certificate of Insurance our insurers must have a minimum financial rating of A-/VII as determined by A.M. Best. We will be responsible for any and all deductibles or self-insured retentions under its insurance policies.
6.2. Responsibility. We will be solely responsible for ensuring that our subcontractors maintain insurance coverage that is commercially reasonable in light of the scope of services provided by such subcontractor.
6.3. Documentation. We will provide evidence of this coverage to you at your request.
7. Term and Termination.
7.1. Term. The Rules will begin on the Rules Effective Date and will continue in full force and effect until either party terminates them in accordance with this Section 7.
7.2. Termination. Either party may terminate the Rules and any SOW with immediate effect by delivering written notice of termination to the other party, in the following instances:
7.2.1. If either party becomes insolvent or declares bankruptcy;
7.2.2. When there is a material breach of a material provision by the other party, if the breaching party fails to cure such material breach within 30 days of receiving notice; and
7.2.3. At any time for convenience upon 30 days’ prior written notice to the other party if there are no SOWs then-in effect.
7.3. No Cancellation of Workshops or Sessions. Services may be rescheduled as set forth in Section 2.3, but they may not be canceled. If you cancel for any reason other than for termination of the Rules in accordance with Section 7.2, you agree to forfeit all fees, including any non-reimbursable travel expenses. We are happy to accommodate rescheduling workshops with a 30 day notice, but workshops may not be cancelled or refunded once they have been confirmed (even if a fixed date for the workshop has yet to be determined). We manage our capacity planning around the workshops you agreed to, and if we allowed cancellations, we’d drive our planning team bananas.
8. Indemnification and Liability.
8.1. Indemnification. We agree to indemnify, defend and hold harmless you, your affiliates, officers, directors, and employees from and against any and all liability, claims, causes of action, suits, damages and expenses, including reasonable attorneys’ fees, to the extent based upon a third party claim that arises out of (a) our gross negligence or willful misconduct and/or that of any of our employees or contractors; (b) any breach of any of our representations and/or warranties contained herein, or (c) injuries caused by us and/or any of our employees or contractors to person(s).
8.2. To the maximum extent permitted by applicable law, the express warranty set forth in section 2.2 is in lieu of all other warranties, express or implied, and we disclaim and you waive all other warranties including any warranty of merchantability, non-infringement or fitness for a particular purpose.
8.3. In no event will our liability for any and all claims, losses or damages arising out of or relating to, in whole or in part, the Rules, or any services or deliverables provided under these Rules or otherwise, whether in contract, tort, negligence or otherwise, exceed the amount paid by you to us under the SOW under which the claim arose. Under no circumstances whatsoever will either party be liable for special, incidental or consequential damages, including, without limitation, lost profits or losses resulting from business interruption, even if the party has been advised of the possibility or likelihood of such damages. The exclusions and limitations in this Section 8.3 shall not limit either party’s damages arising from a breach of Section 4, a violation of a party’s intellectual property rights, or LifeLab’s obligation to indemnify Company under Section 8.1.
9.1. These Rules (including any SOW) supersede any pre-existing agreement between the parties and constitute the sole and entire agreement between the parties relating to the subject included and the parties waive the right to rely on any alleged express provision not contained in the Rules. In the event of a conflict between the terms contained in the Rules and any SOW, the terms of the Rules will control.
9.2. Nothing may be changed, added to or deleted from the Rules and no waiver of any right under the Rules will be effective unless agreed to in writing and signed by both parties.
9.3. Written notice by either party to the other may be given
(a) in person (and such notice will be deemed valid on the date of delivery in person),
(b) by registered mail (and such notice will be deemed valid upon delivery), or
(c) by email (and such notice shall be deemed valid upon delivery).
9.4. Assignment. You may assign your rights or obligations under the Rules, with our prior written approval, which we promise not to withhold unreasonably. In connection with a sale or transfer of all or a substantial portion of your business, you may assign your rights and obligations under the Rules to the surviving entity.
9.5. Affiliates and Subsidiaries. You may permit your affiliates and subsidiaries to be party to the Rules and to enter into their own Statements of Work, which will be governed by these Rules. If you do not want your affiliates and subsidiaries to operate under these Rules, we will be happy to delete this section.
9.6. Severability. Should any provision of the Rules be judged by a court of law as invalid, it will not affect any of the remaining provisions whatsoever.
9.7. The Rules are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. The parties agree that any dispute or claim arising out of or in connection with any provision of the Rules will be finally settled by binding arbitration in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. To the extent not resolved through arbitration, all disputes or claims arising out of the Rules will be exclusively resolved in a court of competent jurisdiction in the State of New York. Each party expressly consents to the jurisdiction of such courts and waives any objections or right as to forum non conveniens, lack of personal jurisdiction or similar grounds.
9.8. We agree that our employees and agents are not considered your employees and will not be entitled to participate in or receive any benefits or rights as your employees under any employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security plans.
9.9. Except for the obligation to pay us, nonperformance by either party will be excused to the extent such performance is rendered impossible by a Force Majeure event as defined in Section 2.4 or any other reason where failure to perform is beyond the reasonable control of the non-performing party.
9.10. The relationship established between the parties by the Rules is that of independent contractors, and nothing in the Rules will be construed to: (a) give either party the power to direct and/or control the day-to-day activities of the other, (b) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking or (c) allow a party to create or assume any obligation on behalf of the other party for any purpose whatsoever, except as contemplated by the Rules.
9.11. Sections 3, 4, 5, 8 and 9 will survive any termination of the Rules.
Congratulations! You've reached the end of the Rules!