Terms & Conditions

CONDITIONS OF PARTICIPATION

Conditions of Participation. For West to provide Services to each Participant within the Company, each Participant must sign and return the form attached hereto as Exhibit B to West.

Confidentiality

The Parties acknowledge, that West may be provided access to sensitive and proprietary data, processes, and information of Company (“Company Confidential Information”) incidental to providing Services to the Company.  The work West performs will be solely at the request of Company, and the parties agree that: (a) the Company Confidential Information will, at all times be and remain the Company’s exclusive property; (b) West will hold the Company Confidential Information as a trustee and fiduciary for Company; and (c) West will not directly or indirectly use for any purpose, copy, retain, or disclose or convey to any third-party, any Company Confidential Information without Company’s prior written approval.

The Parties also agree that West’s Services are proprietary in nature, and all materials and work-product created, gathered, or presented by West (“West Confidential Information”) in connection with this engagement shall be kept in a secure place and shall be kept confidential by Company. Company acknowledges that the West Confidential Information is, and shall remain, West’s property.  At the end of the engagement, Company shall not retain any copies of materials created or gathered by Company without the written consent of West.  All materials not retained by Company shall be sent to West or destroyed upon the consent of West, with Company certifying in writing that the materials have been destroyed.

Governing Law

This Letter Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.

Severability

In the event any provision of this Letter Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Survival

Provisions of this Letter Agreement which expressly or by reasonable implication contemplate performance after the termination or expiration of this Letter Agreement will survive termination or expiration of this Letter Agreement until such provisions have been fully performed.  The survival of covenants hereunder shall not entitle any Party to compensation for performance of those covenants after termination or expiration of this Letter Agreement, except as expressly provided in this Letter Agreement.

Counterparts

This Letter Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Letter Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Letter Agreement.

Notices

All notices, demands and other communications given or delivered under this Letter Agreement shall be in writing and shall be deemed to have been given when personally delivered, against receipt, sent by certified mail, postage prepaid, return receipt requested, or delivered by a reputable overnight express courier service.  Notices, demands and communications to West shall be sent to the below address, and notices, demands and communications to Company shall, unless another address is specified in writing, be sent to the applicable address or telecopy number indicated above. West of Perfection, LLC. Attn: Mark Pappas 1300 Glade Road Colleyville, TX 76034 contact@westofperfection.com

EXHIBIT A

Terms and Conditions of Engagement for The Orthodontic CEO.

SERVICES

West of Perfection, LLC’s will provide Participants with West of Perfection, LLC’s signature coaching and consulting program, the “Orthodontic CEO. This program which includes the following services, on an individual-participant basis:

The portal contains Leadership & Professional Development Trainings.
Monthly Masterminds for Orthodontists (each considered a “Live Session”).
Monthly Masterminds for Office Leadership Participants (each considered a “Live Session”).
5 Private Coaching Calls per user (each considered a “Live Session”).
Office Hours as needed (each considered a “Live Session”).
Any West of Perfection Assessment & Analysis
The Working Genius Assessment & Analysis

COST

Fee for the program to be paid to West of Perfection, LLC.
Fees will be paid via Credit Card, Check or ACH with instructions given by West of Perfection, LLC.

TERMS OF DELIVERY

Means of Delivery

The Services will be delivered through virtual, synchronous meetings, and videos when applicable.

Coaching Sessions Scheduling and Rescheduling Policy.

Initial Scheduling.

West and Participant will use good-faith efforts to schedule sessions on a recurring-basis, as needed. This recurring time can be scheduled and rescheduled throughout the Program as mutually agreed to by West and Participant.

Rescheduling of Live Sessions by West.

In the event West requires to reschedule a Live Session, West will give notice to Participant as soon as possible, and no later than 24-hours prior to the Live Session. West and Participant will use good-faith efforts to reschedule the Live Session within the same calendar month. In the event a time cannot be scheduled, an additional Live Session will be scheduled for the one-month following the Program, for the same time, however, this additional session may be waived by Participant with no other remedy offered by West.

Rescheduling of Live Sessions by Participant.

In the event Participant requires to reschedule a Live Session, Participant will give notice to West as soon as possible, and no later than 24-hours prior to the Live Session. If notice is given with 24-hour notice, West and Participant will use good-faith efforts to reschedule the Live Session within the same calendar month. If 24-hour notice is not given, West, at its sole discretion, can offer to reschedule the Live Session outside of the Excluded Months. If West opts to not reschedule the Live Session, the Participant will forgo a Live Session.

EXHIBIT B

Photo and Video Release

Participant (referred to herein as “you”) agrees that any or all of the Services and/or sessions may be recorded either by audio visual or audio recording technology. You hereby authorize West to record your name, image, and likeness within such recordings, and permit West to use and create derivative works of the recording and your depiction therein to provide the Services to you, for West’s business and marketing purposes, and for West’s product and/or service improvements perpetually in any and all mediums now existing or hereafter created.