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| Date | 12/06/2022 |
| Consultant Name | Heather Fife |
| Home Address | 1928 Alcova Ridge Dr. Las Vegas, NV 89135 United States Map It |
| Mobile Phone | (312) 324-4260 |
| Consultant Personal Email | Email hidden; Javascript is required. |
| A. Ivy Consulting Group’s Duties. | NOW, THEREFORE, the parties agree as follows:A. Ivy Consulting Group’s Duties.ICG agrees, in consideration of Consultant’s agreements:
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| The Agreement | |
| HTML NON COMPETE | **NOTICE**Because of your Non-Compete, you must select Non-Certified Consultant from the choice below. |
| Core Values | C O R E V A L U E SAt ICG, we will:
R E C I T A L S
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| BLOCK Unacceptable app | YOU CANNOT SUBMIT THIS AGREEMENT |
| Non-Compete in Force | No, I am not under a non-compete |
| Agreement Type | This Consultant Agreement (“Agreement”) is made as of 03/04/2026 (the “Effective Date”) by and between Ivy Consulting Group, Inc., a Texas corporation, (“ICG,” “Us,” “Our”), and (“Consultant” or “Certified Consultant”) and constitutes both the Consultant Member and Certified Consultant Member Agreement. |
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| Business Address Same as Home |
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| Select Desired Agreement Type | Certified Consultant |
| C. Consideration | C. ConsiderationAs compensation for the performance of the Services, Ivy Consulting Group will pay the Consultant the amounts stated in Exhibit B, according to the schedule of payments set forth therein. 1. Contractor Commission. ICG will pay Consultant, working as an Independent Contractor, percentage of the one time and ongoing monthly fees paid by an ICG Client for ICG Services performed by the Consultant as identified in Fees and Commissions. 2. Marketing Representative Commission. ICG will pay an Affiliate Commission to the Independent Contractor as described in Fees and Commissions. ICG shall pay the Affiliate Commission for so as long as the Converted ICG Client is receiving and has paid for the ICG Services; provided that if the Converted ICG Client ceases to receive and pay for any ICG Services for a period of six continuous months or longer (such period of time a “Lapse in Service”), no Affiliate Commission shall be due and payable with respect to such Converted ICG Client even if such Converted ICG Client begins receiving and paying for ICG Services after the Lapse in Service unless the Marketing Representative contacted, developed, and converted such person into an ICG Client with no involvement or help from any ICG employees. ICG’s obligation to pay the Converted ICG Client Commission shall continue (i) for six months after termination of the Agreement by ICG pursuant to Sections L(2)(i) and (ii) of the Agreement, and (ii) for one year after termination of this Agreement for any other reason. 3. Default Marketing Representative. In the event there is no identified Marketing Representative, the ICG Management Company will become the default marketing representative. See Fees and Commissions for more information. |
| B. Consultant’s Duties. | B. Consultant’s Duties.Consultant agrees, in consideration of ICG’s agreements: 1. Promote ICG. To actively sell, solicit, and service ICG Clients and in accordance with established company rules and manuals. Furthermore, Certified Consultants (who are eligible to receive Referred Leads) must submit all Services through the ICG payment and billing system. 2. Attend Training. To attend regularly scheduled training sessions through Phase II of Consultant Training. 3. Provide Facilities. To provide the equipment and facilities necessary to successfully carry out the provisions of this Agreement. 4. Agree to Terms of Use. The first time Consultant enters the ICG Consultant Dashboard, Consultant shall affirmatively acknowledge and agree to the terms of use for such ICG Consultant Dashboard. Such terms of use are subject to change from time to time by ICG in its sole discretion as described in Terms of Use. 5. Title and Representation. Consultant may refer to himself or herself as an “ICG Consultant,” “ICG Business Coach,” or “ICG Practitioner,” but may not refer to themselves as being “Certified” until after completion of the intensive workshop described in the Certified Consultant Addendum. 6. Hold Harmless. Consultant will indemnify ICG and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on ICG to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by Consultant pursuant to this Agreement. Consultant will not be entitled to participate in any plans, arrangements, or distributions by ICG pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for ICG’s employees. 7. Professional Insurance. To obtain and maintain during the term of this Agreement, at Consultant’s sole expense, an Errors & Omissions (E&O) policy or Professional Liability Insurance that provides adequate levels of coverage. Upon request by ICG, Consultant shall immediately provide ICG with evidence of the required policy. |
| Agree to ICG and Consultant's Duties |
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| Agree to Section E. Relationship of Parties. |
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| Agree to Section G. Business Practices. |
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| G. Business Practices. | G. Business Practices.ICG and Consultant will each (i) conduct business in a manner that reflects favorably at all times on each other and each other’s products, goodwill and reputation, (ii) avoid deceptive, misleading, illegal and unethical practices in connection with marketing and distributing their products, (iii) make no false or misleading representations with regard to ICG, Consultant, or ICG’s products or services, or Consultant’s products or services, and (iv) ICG shall provide access to the materials and tools for Consulting the ICG Process to ICG Clients and Consultant, and Consultant shall deliver the Services to ICG Clients, in a manner consistent with training and guidelines provided by ICG from time to time. |
| F. Conversion | F. Conversion.After successful completion of the Initial Training, Consultant shall be authorized to identify, develop, and convert prospective clients to the ICG programs, products and services sold by ICG and may serve as a reference for prospective clients of the ICG Process. Consultant may enroll clients in any product, program, services or offering of ICG, including, but not limited to subscription, self-guided web-based programs offered by ICG, which are delivered to and paid for by the ICG Client (collectively, the “ICG Services”). |
| Agree to Consideration |
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| Do you currently own a Consulting Agency and/or work for another company in a similar industry? | No |
| D. Fees and Expenses. | D. Fees and Expenses.1. Membership Fee. The Consultant shall pay Ivy Consulting Group the monthly fee for access to Ivy Consulting Group Dashboard and other costs and expenses related to Consulting Ivy Consulting Group Process (Fees and Commissions). 2. Expenses. Any expenses incurred by the Consultant in performing Services will be the sole responsibility of the Consultant, unless otherwise agreed to in writing in advance by Ivy Consulting Group. 3. No Royalties. The Consultant will receive no royalty or other remuneration on the production or distribution of any products developed by Ivy Consulting Group or by the Consultant in connection with or based upon the Services. 4. No Capital Contribution. Consultant is not required to make an investment in or capital contribution to ICG or to purchase inventory or services from ICG, or to pay any other fee to ICG in return for entering into this Agreement. 5. Optional Workshop. To become Certified, an additional training fee must be paid to attend the intensive Workshop as described in the Certified Consultant Addendum. |
| Agree to Section F. Conversion. |
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| E. Relationship of Parties. | E. Relationship of Parties.1. Independent Contractor. Consultant is an independent contractor and is not an agent or employee of, and has no authority to bind, ICG by contract or otherwise. Consultant will perform the Services under the general direction of ICG, but Consultant will determine, in Consultant’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Consultant shall at all times comply with applicable state and federal laws. ICG has no right or authority to control the manner or means by which the Services are accomplished. Both parties acknowledge this Agreement does not constitute a franchise or an offer to purchase a franchise. 2. Taxes and Benefits. Consultant is an “Independent Contractor,” and as such, and as long as normal and good business practices are adhered to, has the right to determine the time, place, and manner in which the provisions of this Agreement are carried out. Consultant will report as income all referral fees and commissions received by Consultant from ICG under to this Agreement. |
| H. Property of ICG. | H. Property of ICG.1. ICG’s Proprietary Rights. Consultant acknowledges and agrees that as between Consultant and ICG, ICG owns all right, title and interest in and to ICG Process, Core Lesson Plans, The 10-Dynamics, the ICG Culture Fit, and all other products and programs sold by ICG, ICG’s Confidential Information, ICG’s Trademarks, ICG Future Products, and all copyright, trade secret, trademark, patent and other intellectual property rights therein (collectively, the “Proprietary Materials”). ICG reserves all right, title and interest in and to the ICG Proprietary Materials and, except for the rights and licenses expressly granted in this Agreement, no right, title, ownership, interest or license in or to ICG Proprietary Materials, whether by implication, estoppel or otherwise, is granted, assigned or transferred to Consultant under or in connection with this Agreement. Consultant will promptly notify ICG in writing upon its discovery of any unauthorized use of the ICG Proprietary Materials or infringement of the proprietary rights therein. 2. Core Lesson Plans. Consultant has the option to advertise his or her expertise by creating quality content and requesting consideration to allow content to be added to the ICG Core Lesson Plan database (“Core Lesson Plans”). Core Lesson Plans are considered staples to the company value proposition and are advertised in the proprietary ICG Business Owner Course. While the lesson plan is branded with ICG color and font styles, the Consultant will be credited for being the author and expert on the subject matter. Once approved and uploaded into the Core Lesson Plan database, Consultant acknowledges and agrees the content will become the property of ICG and will be protected subject to the provisions of Section H1 above. 3. Restrictions on Use. Consultant agrees that neither it, nor any of its officers, agents or employees, consultants, advisors, or independent contractors shall use, modify, create derivative works of, make, have made, display, perform, reproduce, distribute, sell, or otherwise exploit any of the ICG Proprietary Materials that come into its possession or to which it becomes privy before, during or after the term of this Agreement, except as set forth in this Agreement. 4. ICG Future Products. Consultant acknowledges and agrees that ICG has created and will continue to create systems, processes, worksheets, trainings, methods, tools and other assets relating directly or indirectly to business development, as well as derivatives, updates to, and further developments of the ICG Proprietary Materials and ICG’s Confidential Information (“Future Products”). Consultant understands and agrees that Consultant has no rights to such ICG Future Products unless specifically granted such rights by ICG. 5. License. Consultant shall have the right to indicate to the public that it is an authorized Consultant of Ivy Consulting Group and to advertise the ICG Process under the trademarks, marks, and trade names that ICG may adopt from time to time (“Trademark”) only in connection with the promotion of the ICG Process and only in accordance with ICG’s policies for use of ICG’s Trademarks as communicated from time to time to Consultant in writing. ICG shall provide Consultant with the artwork and/or logos, specifications or other information for Consultant to insert the ICG Trademarks in its website, marketing and advertising materials. Consultant will not, at any time, use or permit any of ICG’s Trademarks to be used in any other manner or in connection with any other business conducted by Consultant without the prior written consent of ICG. |
| Agree to Section D. Fees and Expenses |
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| Agree to Section H. Property of ICG. |
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| I. Property of Consultant. | I. Property of Consultant.1. Supplemental Lesson Plans and Content. Consultant may create content and upload an approved file type (.pdf .doc .docx .gif .jpg .jpeg .mpg .mpeg .mp3 .odt .odp .ods .ppt .pptx .tif .tiff .txt .xls .xlsx .wav) into the ICG database (referred to as “Supplemental Content”). Ownership of Supplemental Content does not transfer to ICG and may be removed at any time by the owner/author. 2. Coursework. Any courses created and used on the ICG website (sold or offered for free) will remain the property of the author who created such content. The courses may be edited or removed at any time by the owner/author. 3. Psychological Profiles, Surveys, and Research, and Miscellaneous Programs. Consultants have the opportunity to earn income by conducting research, creating content, and offering programs on Our site for a fee or for free. Unless considered Core Content as described in Section H2 above, all material created by and uploaded by the Consultant is considered Property of the Consultant and may be removed at any time. Commission for Consultant created material is listed in Fees and Commissions. |
| Agree to Section I. Property of Consultant. |
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| Agree to Section J. Confidential Information. |
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| J. Confidential Information. | J. Confidential Information.Consultant acknowledges that Consultant will acquire information and materials from ICG and knowledge about the business, products, processes, technology, know-how, experimental work, customers, clients, suppliers, markets, research, product plans, services, developments and finances of ICG and that all such knowledge, information and materials acquired, the existence, terms and conditions of this Agreement, and the ICG Proprietary Materials, whether disclosed directly or indirectly or orally or in writing, are and will be the trade secrets and confidential and proprietary information of ICG (collectively “Confidential Information”). Confidential Information will not include, however, any information which is or becomes part of the public domain through no fault of Consultant or that ICG regularly gives to third parties without restriction on use or disclosure. Consultant agrees to hold all such Confidential Information in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, except in performing the Services, to disclose it to Consultant’s employees only on a need to know basis and only to employees who have signed the Confidentiality Agreement, and not to allow any unauthorized person access to it, either before or after expiration or termination of this Agreement. Consultant further agrees to take all action reasonably necessary and satisfactory to protect the confidentiality of the Confidential Information including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information. |
| Agree to Section K. Indemnification. |
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| Check when ready to sign Exhibits and Addendums. |
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| Agree to Section O. General. |
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| N. Covenants | N. Covenants.1. Pre-existing Obligations. Consultant represents and warrants that Consultant is not under any pre-existing obligation inconsistent with the provisions of this Agreement. 2. Non-solicitation. Because of the trade secret subject matter of Consultant and ICG’s business, both parties agree that they will not directly or indirectly solicit, induce, recruit or encourage any of the other party’s employees, clients, independent contractors, or consultants to terminate their relationship with such party, or attempt to solicit, induce, recruit, encourage or take away employees, clients, independent contractors, or consultants of such party, either for itself or for any other person or entity. Further, neither party shall use any Confidential Information of the other party to attempt to negatively influence any of such party’s clients or customers from purchasing such party’s products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his, her, or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the other party. The provisions of this Section N(2) shall survive for one (1) year after termination of this Agreement for any reason. Notwithstanding the above, ICG agrees that upon termination of this Agreement for any reason, Consultant may contact any ICG Client listed on Exhibit E by Consultant, to notify such ICG Client that Consultant will no longer by offering the ICG Process and informing such ICG Client that he or she may continue to receive Consulting in the ICG Process from another Consultant, or terminate Consulting in the ICG Process to receive alternate Consulting from Consultant. If any such ICG Client elects to receive Consulting from Consultant and not ICG, ICG shall not directly solicit such ICG Client for a period of one (1) year after the Effective Date of Termination. “Directly solicit” shall mean any letter, email, phone call, or other direct contact by an ICG employee or independent contractors directed only at such ICG Client and does not include advertisements or solicitations directed generally at a large group of recipients. |
| Agree to Section N. Covenants. |
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| K. Indemnification. | K. Indemnification.Each party (the “Indemnifying Party”) shall indemnify, defend and hold the other party (the “Indemnified Party”) free and harmless from any and all claims, damages, losses, costs, actions and expenses, including attorneys’ and experts’ fees, arising from (a) any breach of the Indemnifying Party’s representations or warranties or covenants under this Agreement; (b) the Indemnifying Party’s products or services; or (c) any action by a third party against Indemnified Party that is based on any negligent act or omission or willful conduct of the Indemnifying Party’s employees, sublicensees or contractors and which results in: (i) any bodily injury, sickness, disease or death; (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting therefrom, or (iii) any violation of any statute, ordinance, or regulation. The Indemnified Party will (a) give the Indemnifying Party prompt written notice of any such claim, suit, expense or the like, (b) permit the Indemnifying Party to defend or settle any such claim, suit or the like, provided, however, that (i) the Indemnifying Party will not enter into any settlement agreement that would result in any admission by the Indemnified Party or payment by the Indemnified Party without the Indemnified Party’s prior written consent and (ii) the Indemnified Party may at its election participate in the defense of such claim, suit or the like through separate counsel at its own expense, and (c) provide the Indemnifying Party all reasonable assistance (at the expense of the Indemnifying Party) in connection with the defense or settlement of any such claim, suit or the like. |
