1:1 Personal Real Estate Investing Coaching Agreement

LAST UPDATED AND MODIFIED ON: SEPTEMBER 7TH 2020 - 9:47AM

THIS COACHING AGREEMENT (REFERRED TO HEREIN COLLECTIVELY WITH ANY EXHIBITS AS THE “AGREEMENT”) CONSTITUTES A LEGALLY BINDING AGREEMENT BY AND BETWEEN NOVO ELITE, INC. DBA THE KWAK BROTHERS (“COMPANY”), WITH A PRINCIPAL PLACE OF BUSINESS AT 3S721 WEST AVE STE 150 WARRENVILLE, IL 60555 AND THE CLIENT WHOSE INFORMATION IS CONTAINED IN THE SIGNATURE BLOCK BELOW (“CLIENT”) AND IS HEREBY ENTERED INTO AND MADE EFFECTIVE THEREBY AS OF PURCHASE DATE (THE “EFFECTIVE DATE”). COMPANY AND CLIENT MAY BE REFERRED THROUGHOUT THE AGREEMENT INDIVIDUALLY AS “PARTY” OR TOGETHER AS “PARTIES”. IN CONSIDERATION OF THE PROMISES AND MUTUAL COVENANTS HEREIN, THE PARTIES AGREE AS FOLLOWS:


DEFINITIONS.
UNDERLINED TERMS WITHIN THIS AGREEMENT SHALL HAVE THE MEANINGS SET FORTH BELOW.

“AFFILIATE” MEANS, WITH RESPECT TO ANY ENTITY, ANY OTHER ENTITY THAT, DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, SUCH ENTITY, AND THE TERM “CONTROL” (INCLUDING THE TERMS “CONTROLLED BY” AND “UNDER COMMON CONTROL WITH”) MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF SUCH ENTITY, WHETHER THROUGH OWNERSHIP OF VOTING SECURITIES, BY CONTRACT, OR OTHERWISE.

“COURSE MATERIALS” MEANS ANY DOCUMENTS, VIDEO PROGRAMS, AUDIO PROGRAMS, LECTURE CONTENTS, AND CONSULTING SESSION CONTENTS THAT COMPANY PROVIDES OR OTHERWISE MAKES AVAILABLE TO CLIENT PURSUANT TO THIS AGREEMENT.

CONSULTING SERVICES.

STATEMENT(S) OF WORK. PURSUANT TO THE TERMS OF THIS AGREEMENT, COMPANY SHALL PROVIDE THE SERVICES (“CONSULTING SERVICES”) DESCRIBED IN THE STATEMENT OF WORK ATTACHED HERETO AS EXHIBIT B (THE “STATEMENT OF WORK” OR “SOW”) WHICH IS HEREBY INCORPORATED BY REFERENCE HEREIN. EXCEPT AS EXPRESSLY PROVIDED IN A STATEMENT OF WORK, THE CONSULTING SERVICES SHALL BE PERFORMED AT COMPANY’S PRINCIPAL OFFICES.

STANDARD OF SERVICES. COMPANY SHALL PERFORM THE CONSULTING SERVICES IN A PROFESSIONAL MANNER AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MEET THE DESCRIPTIONS, ANY SPECIFICATIONS, AND ANY TIME SCHEDULE FOR THE COMPLETION OF SUCH CONSULTING SERVICES.

PAYMENT TERMS AND TAXES.

COMPENSATION. IN CONSIDERATION FOR THE CONSULTING SERVICES PROVIDED BY PURSUANT TO THIS AGREEMENT AND DESCRIBED IN THE STATEMENT OF WORK, CLIENT SHALL PAY COMPANY THE FEES AS OUTLINED IN THAT STATEMENT OF WORK.

INVOICES AND PAYMENT TERMS. PAYMENT TERMS SHALL BE PER THE RELEVANT SOW.

ADDITIONAL PAYMENT TERMS. ALL PAYMENTS SHALL BE MADE IN U.S. DOLLARS.

TAXES. CLIENT SHALL PAY ANY APPLICABLE LOCAL, STATE, FEDERAL OR GOVERNMENTAL EXCISE, SALES, VALUE-ADDED, EXPORT, IMPORT, USE, ROYALTY, LICENSE, PRIVILEGE, GROSS RECEIPTS AND SIMILAR TAXES LEVIED OR IMPOSED UPON THE FEES, CHARGES OR CONSULTING SERVICES DESCRIBED IN THIS AGREEMENT. UPON DEMAND CLIENT SHALL PAY TO COMPANY AN AMOUNT EQUAL TO ANY SUCH TAXES WITHHELD FROM, ACTUALLY PAID BY, OR REQUIRED TO BE COLLECTED OR PAID BY COMPANY.
CONFLICT WITH TERMS OF ORDERS.

IF THE TERMS OF ANY PURCHASE ORDER OR OTHER REQUEST SUBMITTED BY CLIENT TO COMPANY FOR CONSULTING SERVICES ARE IN CONFLICT WITH THE PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL.

OWNERSHIP.

OWNERSHIP OF COURSE MATERIALS. ALL WORLDWIDE RIGHT, TITLE, AND INTEREST IN AND TO THE COURSE MATERIALS, THEIR DERIVATIVES, AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN, INCLUDING BUT NOT LIMITED TO ALL COPYRIGHT RIGHTS, PATENT RIGHTS, DESIGN RIGHTS, RIGHTS OF MANUFACTURE, AND RIGHTS TO SELL AND OFFER TO SELL, SHALL REMAIN WITH COMPANY.
CLIENT AGREES TO SIGN AND DELIVER TO COMPANY (EITHER DURING OR SUBSEQUENT TO COMPANY’S PERFORMANCE OF THE PROFESSIONAL SERVICES) SUCH DOCUMENTS AS COMPANY CONSIDERS DESIRABLE TO EVIDENCE THE COMPANY’S OWNERSHIP OF THE AFOREMENTIONED RIGHTS AND TO DO ANY LAWFUL ACT AND TO SIGN AND DELIVER TO COMPANY ANY DOCUMENT NECESSARY TO APPLY FOR, REGISTER, PROSECUTE OR ENFORCE ANY PATENT, COPYRIGHT OR OTHER RIGHT OR PROTECTION IN ANY COUNTRY OF THE WORLD.

COURSE MATERIAL LICENSE GRANT. DURING THE TERM OF THIS AGREEMENT, COMPANY GRANTS TO CLIENT THE FOLLOWING NON-EXCLUSIVE, NON-TRANSFERABLE, NON-ASSIGNABLE, REVOCABLE LICENSES:
TO USE THE COURSE MATERIALS SOLELY FOR CLIENT’S PERSONAL REAL ESTATE INVESTMENT PURPOSES; AND TO MAKE COPIES OF THE COURSE MATERIALS SOLELY AS NECESSARY TO EXERCISE THE RIGHTS GRANTED IN SECTION 4.2.1 ABOVE.

FOR THE AVOIDANCE OF DOUBT, ALL OTHER RIGHTS IN AND TO THE COURSE MATERIALS ARE RESERVED BY COMPANY. CLIENT SHALL NOT DISTRIBUTE OR OTHERWISE MAKE THE COURSE MATERIALS, ANY CONCEPTS OR INTELLECTUAL PROPERTY CONTAINED THEREIN, OR ANY OF THEIR DERIVATIVES, AVAILABLE TO ANY THIRD-PARTY. CLIENT SHALL NOT USE THE COURSE MATERIALS, ANY CONCEPTS OR INTELLECTUAL PROPERTY CONTAINED THEREIN, OR ANY OF THEIR DERIVATIVES, IN ANY WAY THAT WOULD PROVIDE ITSELF OR ANY THIRD-PARTY WITH A COMPETITIVE ADVANTAGE AGAINST COMPANY.

INDEMNITY.

INDEMNITY. CLIENT SHALL DEFEND, INDEMNIFY AND HOLD COMPANY AND ITS SUCCESSORS, ASSIGNS AND LICENSEES HARMLESS FROM ANY AND ALL CLAIMS, ACTIONS AND PROCEEDINGS, AND THE RESULTING LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM ANY CLAIM, ACTION OR PROCEEDING BASED UPON OR IN ANY WAY RELATED TO CLIENT’S BREACH OR ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT IN THIS AGREEMENT, AND/OR FROM THE ACTS OR OMISSIONS OF CLIENT.
WARRANTY, DISCLAIMER, AND LIMITATION OF LIABILITY.

WARRANTY DISCLAIMER. THE CONSULTING SERVICES AND COURSE MATERIALS ARE PROVIDED TO CLIENT WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. COMPANY SPECIFICALLY EXCLUDES AND DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

DAMAGES LIMITATION. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES, LOST SAVINGS, COSTS OF CAPITAL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DOWNTIME COSTS, LOSS OR IMPAIRMENT OF DATA AND OTHER BUSINESS LOSS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER COMPANY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

LIMITATION OF LIABILITY. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY ON WHATEVER BASIS, EXCEED $500 USD.
RISK ALLOCATION. THE PROVISIONS HEREIN ALLOCATE RISKS OF LOSS OR FAILURE BETWEEN CLIENT AND COMPANY. THE COMPENSATION PROVISIONS CONTAINED IN THIS AGREEMENT REFLECT THIS ALLOCATION OF RISK AND THE DISCLAIMER AND LIMITATIONS OF LIABILITY
CONTAINED HEREIN.

CONFIDENTIAL INFORMATION.

PROTECTION OF CONFIDENTIAL INFORMATION. EACH PARTY ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION MAY BE DISCLOSED TO THE OTHER PARTY DURING THE COURSE OF THIS AGREEMENT. EACH PARTY AGREES THAT IT WILL TAKE REASONABLE STEPS, AT LEAST SUBSTANTIALLY EQUIVALENT TO THE STEPS IT TAKES TO PROTECT ITS OWN PROPRIETARY INFORMATION TO PREVENT THE DUPLICATION OR DISCLOSURE OF CONFIDENTIAL INFORMATION OF THE OTHER PARTY, OTHER THAN IN THE MANNER AND TO THE EXTENT EXPRESSLY PERMITTED BY THIS AGREEMENT. EACH PARTY AGREES TO NOTIFY THE OTHER PARTY PROMPTLY IN THE EVENT OF ANY BREACH OF ITS SECURITY UNDER CONDITIONS IN WHICH IT WOULD APPEAR THAT CONFIDENTIAL INFORMATION OF THE OTHER PARTY WAS COMPROMISED OR IS EXPOSED TO LOSS. EACH PARTY SHALL, UPON REQUEST FROM THE OTHER PARTY, TAKE REASONABLE STEPS TO RECOVER ANY COMPROMISED OR LOST
CONFIDENTIAL INFORMATION.

DEFINITION OF CONFIDENTIAL INFORMATION. FOR PURPOSES OF THIS AGREEMENT, “CONFIDENTIAL INFORMATION” MEANS ANY TANGIBLE OR INTANGIBLE INFORMATION RELATING TO OR DISCLOSED IN THE COURSE OF PERFORMING THE AGREEMENT THAT IS MARKED OR DESIGNATED AS CONFIDENTIAL BY THE DISCLOSING PARTY, INCLUDING, WITHOUT LIMITATION, DESIGNS, SPECIFICATIONS, ROUTINES, PROTOCOLS, FORMULAS, SOURCE CODES, TECHNICAL PROCESSES, UNPUBLISHED FINANCIAL INFORMATION, PRODUCT AND BUSINESS PLANS, PROJECTIONS, CUSTOMER INFORMATION AND EMPLOYEE INFORMATION. “CONFIDENTIAL INFORMATION” DOES NOT INCLUDE INFORMATION THAT I.) BECOMES PUBLICLY KNOWN THROUGH NO FAULT OF THE RECEIVING PARTY; II.) IS LAWFULLY RECEIVED FROM A THIRD PARTY NOT BOUND BY CONFIDENTIALITY OBLIGATIONS; OR III.) IS INDEPENDENTLY DEVELOPED BY A PARTY AT ITS OWN EXPENSE OR UNDER CONTRACT WITH THIRD PARTIES WITHOUT USING ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY. WITHOUT IN ANY WAY LIMITING, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY WITHIN THE FOREGOING, CONFIDENTIAL INFORMATION SHALL INCLUDE COMPANY’S COURSE MATERIALS AND ANY TERMS OF THE RELATIONSHIP BETWEEN THE PARTIES.

TERM AND TERMINATION.

TERM OF AGREEMENT. THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE EFFECTIVE DATE AND SHALL CONTINUE FOR THE DURATION CONSULTING SERVICES ARE BEING PROVIDED PER ANY SOW, OR UNTIL THIS AGREEMENT OR ALL SOWS ARE TERMINATED PER THE TERMS OF THIS AGREEMENT.

TERMINATION FOR BREACH. THIS AGREEMENT IS TERMINABLE BY EITHER PARTY SHOULD THE OTHER PARTY FAIL TO CURE A MATERIAL BREACH OF ITS TERMS WITHIN THIRTY (30) DAYS OF RECEIVING WRITTEN NOTICE THEREOF.
OBLIGATIONS UPON TERMINATION. UPON ANY TERMINATION OF THIS AGREEMENT, THE PARTIES SHALL RETURN TO EACH OTHER ANY AND ALL CONFIDENTIAL INFORMATION AND ANY AND ALL EQUIPMENT, DOCUMENTS AND MATERIALS, INCLUDING ALL COPIES THEREOF, WHICH IT RECEIVED FROM THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT CLIENT MAY RETAIN ALL COURSE MATERIALS OBTAINED PRIOR TO THE DATE OF TERMINATION. CLIENT SHALL PAY COMPANY FOR ALL CONSULTING SERVICES RENDERED PRIOR TO THE DATE OF TERMINATION.

REMEDIES FOR BREACH OF AGREEMENT. IF TERMINATION IS THE RESULT OF A MATERIAL BREACH BY A PARTY, THE NON-BREACHING PARTY SHALL BE ENTITLED TO PURSUE ANY AND ALL RIGHTS AND REMEDIES IT HAS UNDER LAW.

SURVIVAL PROVISIONS. TERMINATION OF THE AGREEMENT SHALL NOT RELIEVE EITHER PARTY FROM ITS CONTINUING OBLIGATION TO PROTECT CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS OF THE OTHER PARTY. IN ADDITION, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER SECTIONS 3, 4.1, 5, 6, 7, 8.3, 8.4, 8.5, AND 9, AS WELL AS THE DEFINITIONS OF ANY CAPITALIZED TERMS THEREIN, SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

GENERAL.

RELATIONSHIP BETWEEN PARTIES. NEITHER PARTY SHALL BE DEEMED TO BE AN EMPLOYEE, AGENT OR PARTNER OF THE OTHER IN CONNECTION WITH THIS AGREEMENT. NEITHER PARTY SHALL HAVE ANY RIGHT OR AUTHORITY TO ASSUME OR CREATE ANY OBLIGATION OR RESPONSIBILITY, EITHER EXPRESS OR IMPLIED, ON BEHALF OF THE OTHER PARTY. THE PARTIES SHALL BE AND REMAIN INDEPENDENT CONTRACTORS WITH RESPECT TO THIS AGREEMENT.

GOVERNING LAW. THIS AGREEMENT SHALL IN ALL RESPECTS BE INTERPRETED, CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CONFLICT OF LAW RULES. THE PARTIES SPECIFICALLY EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

VENUE AND JURISDICTION PROVISIONS. IN THE EVENT OF ANY LITIGATION BETWEEN THE PARTIES, THE PARTIES AGREE THAT THE SOLE AND EXCLUSIVE VENUE AND JURISDICTION FOR ANY SUCH ACTION SHALL BE IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF ILLINOIS. THE PARTIES AGREE THAT THE ABOVE-REFERENCED COURTS SHALL HAVE PERSONAL AND EXCLUSIVE JURISDICTION OVER THE PARTIES FOR ANY DISPUTE ARISING OUT OF THIS AGREEMENT THAT IS NOT COVERED BY THE ARBITRATION PROVISIONS SET FORTH HEREIN.

SEVERABILITY. IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS OF THIS AGREEMENT IS FOR ANY REASON HELD TO BE ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT THE OTHER PROVISIONS OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

FORCE MAJEURE. NEITHER PARTY WILL BE LIABLE FOR ANY FAILURE TO PERFORM DUE TO UNFORESEEN CIRCUMSTANCES OR CAUSES BEYOND SUCH PARTY’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, ACTS OF CIVIL OR MILITARY AUTHORITIES, DELAY IN DELIVERY BY COMPANY’S VENDORS, FIRE, FLOOD, ACCIDENT, STRIKES, INABILITY TO SECURE COMMUNICATION OR TRANSPORTATION FACILITIES OR LABOR OR MATERIALS. IN THE EVENT OF A FORCE MAJEURE EVENT, SUCH PARTY’S TIME FOR DELIVERY OR OTHER PERFORMANCE WILL BE EXTENDED FOR A PERIOD EQUAL TO THE DURATION OF THE DELAY CAUSED THEREBY.

ENTIRE AGREEMENT. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS, ALL PRIOR AGREEMENTS, COMMITMENTS, ORAL OR WRITTEN, AND ALL NEGOTIATIONS, CONVERSATIONS OR DISCUSSIONS BETWEEN THE PARTIES RELATING TO THIS AGREEMENT.

MODIFICATIONS. THIS AGREEMENT MAY BE MODIFIED ONLY BY A WRITING SIGNED BY EACH PARTY.
HEADINGS. HEADINGS INCLUDED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND ARE NOT TO BE USED TO INTERPRET THE PROVISIONS OF THE AGREEMENT BETWEEN THE PARTIES.

ASSIGNMENT. THE RIGHTS AND OBLIGATIONS OF CLIENT HEREUNDER MAY NOT BE ASSIGNED OR DELEGATED WITHOUT THE PRIOR EXPRESS

WRITTEN PERMISSION OF CLIENT. COMPANY MAY ASSIGN THIS AGREEMENT TO ANY THIRD-PARTY UPON PROVIDING WRITTEN NOTICE THEREOF TO CLIENT. THE TERMS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.

WAIVER. THE FAILURE OF EITHER PARTY TO ENFORCE AT ANY TIME ANY OF THE PROVISIONS HEREOF SHALL NOT BE CONSTRUED TO BE A WAIVER OF THE RIGHT OF SUCH PARTY THEREAFTER TO ENFORCE ANY SUCH PROVISIONS.

BENEFIT. THIS AGREEMENT IS MADE FOR THE BENEFIT OF EACH OF THE PARTIES AND NOT FOR THE BENEFIT OF ANY OTHER PERSONS.

EXHIBITS. EACH OF THE EXHIBITS ATTACHED HERETO IS INCORPORATED INTO THIS AGREEMENT AND MADE A PART HEREOF.

ATTORNEYS’ FEES. IN ANY LITIGATION OR ARBITRATION BETWEEN THE PARTIES, THE PREVAILING PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEY FEES AND ALL COSTS INCURRED IN CONNECTION WITH SUCH PROCEEDINGS.

BANKING RELATED FEES. CLIENT IS OBLIGATED TO PAY ALL FEES RELATED TO OPENING AND ESTABLISHING A NEW LINE OF CREDIT ACCOUNT. SUCH FEES MAY INCLUDE BUT NOT LIMITED TO: (1) CLOSING COSTS (2)APPRAISAL FEES (3) ADMINISTRATIVE BANKING FEES (4) ANNUAL FEES (5) COMMISSIONS TO MORTGAGE BROKER OR LENDER AND/OR (6) ORIGINATION FEES. THESE FEES ARE NOT COVERED BY THE COMPANY AND IT SHALL BE THE RESPONSIBILITY OF THE CLIENT TO ENSURE ALL FEES ARE PAID TO THE FINANCIAL INSTITUTIONS IN THE PROCESS OF OPENING A NEW LINE OF CREDIT.

3RD PARTY FINANCING. CLIENT IS OBLIGATED TO PAY ALL 3RD PARTY FINANCING FEES AND OBLIGATIONS. THE COMPANY IS NOT ASSOCIATED NOR AFFILIATED WITH ANY 3RD PARTY FINANCING COMPANY, SUCH AS PAYPAL, AND SHALL NOT SUFFER ANY LIABILITY AND/OR CLAIMS ARISING FROM A DISPUTE BETWEEN THE CLIENT AND ANY 3RD PARTY FINANCING COMPANY. CLIENT AGREES NOT TO FILE OR MAKE ANY ATTEMPTS TO DISPUTE PAYMENTS MADE TO THE COMPANY.

NO PRESUMPTION. THERE SHALL BE NO PRESUMPTION APPLIED AGAINST ANY PARTY ON THE GROUND THAT SUCH PARTY WAS RESPONSIBLE FOR PREPARING THIS AGREEMENT OR ANY PART OF IT.

COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.

EXHIBIT B

STATEMENT OF WORK FOR THE CONSULTING SERVICE

DESCRIPTION OF SERVICES. FOR THE DURATION THAT THIS STATEMENT OF WORK (“SOW”) REMAINS IN EFFECT, COMPANY SHALL, PROVIDE THE FOLLOWING REAL ESTATE INVESTMENT EDUCATIONAL SERVICES AND COURSE MATERIALS. COMPANY MAY AMEND THIS LIST AT ITS REASONABLE SOLE DISCRETION FROM TIME TO TIME.

FOR THE AVOIDANCE OF DOUBT, UPON THE TERMINATION OF THIS STATEMENT OF WORK, COMPANY’S OBLIGATION TO PROVIDE ANY CONSULTING SERVICES DESCRIBED HEREIN SHALL TERMINATE, REGARDLESS OF WHETHER THEY HAVE BEEN PROVIDED AT THAT TIME.

REAL ESTATE ACCELERATOR PROGRAM AND ACCELERATED BANKING PROGRAM. SUBJECT TO THEIR SEPARATE TERMS AND CONDITIONS, CLIENT SHALL BE GIVEN ACCESS TO THE COMPANY’S ACCELERATED BANKING EDUCATIONAL COURSE UPON THEM BECOMING COMMERCIALLY AVAILABLE, FOR THE DURATION THAT THEY ARE SUPPORTED BY COMPANY. COMPANY MAY TERMINATE SUCH ACCESS SHOULD CLIENT BREACH THE AGREEMENT OR STATEMENT OF WORK AND FAIL TO CURE SUCH BREACH WITHIN THIRTY (30) DAYS OF RECEIVING WRITTEN NOTICE THEREOF.

PRICING AND PAYMENT. AS CONSIDERATION FOR THE SERVICES PROVIDED HEREUNDER, CLIENT SHALL PAY THE COMPANY A FEE OF SEVEN THOUSAND FOUR HUNDRED AND NINETY-SEVEN DOLLARS ($7,497 USD) AT THE TIME THAT THIS AGREEMENT WILL BE ESTABLISHED BETWEEN THE CLIENT AND THE COMPANY PLUS ANY EXCESS BILLABLE HOURS. THE COMPANY RESERVE THE RIGHTS TO AWARD DISCOUNT AT ANY TIME.

REFUNDS. THE COMPANY RESERVES THE RIGHT TO DENY REFUNDS WHETHER SUCH REFUND REQUEST IS PARTIAL OR THE ENTIRE AMOUNT OF THE PAYMENT. THE CLIENT UNDERSTANDS THAT THE COMPANY DOES NOT ISSUE REFUNDS FOR THE SAID SERVICES AND ALL SALES ARE FINAL.

TERM. THIS STATEMENT OF WORK SHALL BE EFFECTIVE AS OF THE EFFECTIVE DATE AND SHALL CONTINUE IN EFFECT FOR ONE (1) YEAR WITH A COMPLIMENTARY LIFETIME ACCESS. SECTIONS 2, 4, 5, 6, AND 7 SHALL SURVIVE THE TERMINATION OF THIS STATEMENT OF WORK IN PERPETUITY. THE COMPANY SHALL RESERVE THE RIGHT TO REVOKE AND TERMINATE THE LIFETIME ACCESS AT ANYTIME.

DISCLAIMER. CLIENT IS SOLELY RESPONSIBLE FOR ITS OWN DEBT REDUCTION ACTIVITIES, INCLUDING BUT NOT LIMITED TO THE RESULTS THEREOF, AND ANY OTHER CLAIMS, LIABILITIES, OR OBLIGATIONS RELATED TO OR ARISING THEREFROM. COMPANY HIRES INDEPENDENT CONTRACTORS TO ADMINISTER SERVICES TO THE CLIENT. SUCH INDEPENDENT CONTRACTORS MAY HAVE PROFESSIONAL LICENSES AND ACCREDITATION TO PRACTICE LAW AND ENGAGE IN FINANCIAL SERVICES. CLIENT ACKNOWLEDGES THAT THE INDEPENDENT CONTRACTOR, HIRED BY THE COMPANY, ARE NOT EMPLOYEES OR REPRESENTATIVES OF THE COMPANY. THE INDEPENDENT CONTRACTOR AND/OR PROFESSIONAL MAY REQUIRE A SEPARATE CONTRACT AND/OR TERMS OF SERVICE. CLIENT ACKNOWLEDGES AND AGREES TO THE FOREGOING. COMPANY DOES NOT WARRANT OR OTHERWISE GUARANTEE RESULTS, SUCCESS, PROFIT, OR SPECIFIC OUTCOMES.

RESTRICTIVE COVENANTS. CLIENT SHALL NOT, AND SHALL NOT ASSIGN ANY THIRD-PARTY TO, DIRECTLY COMPETE WITH COMPANY’S BUSINESS, FOR THE DURATION THAT THIS STATEMENT OF WORK REMAINS IN EFFECT, AND FOR ONE (1) YEAR THEREAFTER. THE PARTIES ACKNOWLEDGE THAT THE VALUE OF THE DAMAGED CAUSED BY SUCH COMPETITIVE BEHAVIOR AFTER COMPANY HAS PROVIDED CLIENT WITH ITS PROPRIETARY AND CONFIDENTIAL INFORMATION, WOULD BE DIFFICULT TO ASCERTAIN, AND THEREFORE AGREE TO A LIQUIDATED DAMAGES AMOUNT OF $1,000 PER OCCURRENCE IN ADDITION TO AND NOT IN LIEU OF ALL OTHER REMEDIES AVAILABLE TO COMPANY AT EQUITY AND AT LAW.

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