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Coach/Club/Team Agreement 2024


    This Agreement is between COACH/CLUB/TEAM and F2C Nutrition Inc (F2C).

    1. Term. The term of this Agreement is from the date of signing to December 31st, 2024 All advertisements and promotions using Coach/Team/Club members or Coach/Team/Club name, likeness and accomplishments shall be concluded upon the expiration of the term.

    2. Endorsement. F2C Nutrition may use Coach/Team/Club’s name and any individual member’s likeness and accomplishments on its site and in F2C Nutrition ads and promos. All quotes and press releases to be approved by Coach/Team/Club. Coach/Team/Club or designate will participate in ongoing F2C product education sessions, seminars and conference calls. Team members will have an understanding of all F2C nutritional products and be able to educate others about F2C products and in their network.

    3. Branding. F2C Nutrition will appear and be named as a partner on Coach/Team/Club website, social media, blog etc. Coach/Team/Club will appear on F2C Nutrition website and will be promoted on F2C social media.

    4. Social Media Content. Coach/Team/Club will provide a healthy social media presence and give a regular, reasonable amount (equal to all other sponsors) of content for F2CNutrition via Facebook, Twitter, and other social media forums like mentions, pictures, blog nutrition posts, recipes and videos etc. Coach/Team/Club members will be encouraged to like F2C and follow us on Facebook, Twitter, Instagram, Strava.

    5. Grant of Endorsement Rights. The Coach/Team/Club grant F2C Nutrition the exclusive right during the term of this Agreement to use Coach/Team/Club members likeness, and accomplishments in connection with the advertisement or promotion of F2C Nutrition. Coach/Team/Club shall not take any action inconsistent with the endorsement of F2C Nutrition products and shall use their best efforts to promote the sale of those products.

    6. Provision of Products. F2C will offer a 20% discount code to Coach/Team/Club members plus specials with purchase on feature items. F2C will offer a 15% Friends and Family code for Coach/Team/Club members to share with their network. Some Coach/Team/Club camps will be provided with product at no cost as jointly determined between the Coach/Club/Team and F2C Nutrition. Coach/Team/Club can also use earned MSRP product credit or if more product is required for additional camps than credit available then product will be made available at 50% off MSRP. Products/samples can also be requested to support fundraisers and special Coach/Team/Club promotions.

    7. Compensation and Commission. Coach/Team/Club will be paid in F2C MSRP product credit 5% of all sales (after discount, before taxes and shipping) from the 20%Team code. In addition the Coach/Team/Club will be paid in F2C product credit 5% for any online sales with the 15% Friends and Family code.

    8. Confidentiality. The terms and terms and conditions of this Agreement shall not be disclosed by either party for any reason whatsoever unless necessitated by legal process.

    9. Indemnity. Each party agrees to indemnify and hold harmless the other against any and all expenses, damages, claims, suits, actions and costs whatsoever arising out of, or in any way connected with, the actions, omissions or negligence of the other in the performance of this Agreement.

    10. Product Use Disclosure. Given the current trend of contaminated nutrition products, including unnamed mainstream endurance companies, resulting in positive athlete drug tests, F2C Nutrition having compliance certification and testing for banned substances, requires Coach/Team/Club to submit a list, upon F2C Nutrition’s request (precipitated by a member’s positive banned drug test), of other nutrition products, supplements and brands used by a team member. This information will be kept in strict confidence bound by the confidentiality clause in the agreement and will be used for identification in the unfortunate event that a Coach/Team/Club member may have a positive drug test for WADA banned substances during the duration of this agreement.

    11. Early Termination. F2C Nutrition may terminate this Agreement if Coach/Team/Club fails to meet contract obligations or conduct becomes detrimental to the sale of its products. Examples of this include: members breaching confidentiality, failing drug tests, criminal charges, inappropriate conduct, negative publicity, discriminatory behaviour and behaviour that violates the rights of others. The Coach/Team/Club may terminate this Agreement if F2C Nutrition takes action that becomes detrimental to the Coach/Team/Club’s professional image and reputation.

    12. Exclusivity. Coach/Team/Club shall not have competing nutrition sponsors nor promote any product that competes with the F2C Nutrition product line.

    Glenda McMurray
    Director of Marketing and Education
    #412 Station Main,
    Maple Ridge, B.C.
    V2X 8K9


    THIS CONFIDENTIALITY AGREEMENT (the or this “Agreement”) is made
    and entered as of by and between
    F2C Nutrition Inc. (“F2C”) and an athlete(“athlete”).


    1. F2C and athlete desire to explore a possible business relationship pursuant to which each party, including any of its companies, subsidiaries or affiliates or any director, member, manager, partner, officer, employee, partner, consultant, contractor, attorney, accountant, agent or advisor of such party (collectively, “Representatives”), may disclose (the “Disclosing Party”) certain Confidential Information (as defined below) to the other party (the “Receiving Party”).

    2. Both parties desire to protect the confidentiality and proprietary nature of any Confidential Information that may be disclosed pursuant to this Agreement, including pursuant to any business relationship that might be established between the parties.

    3. The parties desire to set forth certain terms, provisions and restrictions with respect to the disclosure of Confidential Information between the parties.

    NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants set forth herein, the parties hereto hereby agree as follows:

    1. Confidential Information. As used in this Agreement, the term “Confidential Information” shall mean any information disclosed by the Disclosing Party to the Receiving Party, whether transmitted in verbal, written or graphical form or obtained by observation or otherwise during laboratory, plant or facility visits, including, without limitation, all contract information, scientific, medical, clinical, engineering, statistical, technical, process, method or commercial data, information or know-how, including, without limitation, that relating to research, development, manufacturing, distribution or marketing of any nutritional supplements, beverages, food bars, powdered food supplements, inventions or other products or product lines of the Disclosing Party, all customer lists, trade secrets, formulas, intellectual property, drawings, models, prototypes or samples and all information regarding pricing, business plans, product lines, methods of business operation and the general business operations and financial information regarding the Disclosing Party, together with any analyses, compilations, studies or other documents or records prepared by the Receiving Party or any of its Representatives pertaining to such information.

    2. Disclosure of Confidential Information. To the extent practical, Confidential Information shall be disclosed in documentary or tangible form and shall be clearly marked as confidential or proprietary or otherwise subject to the provisions of this Agreement. In addition, the existence and terms of this Agreement, and the fact and substance of the parties’ discussions and correspondence concerning a business relationship, if any, shall not be disclosed by either party without the prior written consent of the other party.

    3. Treatment of Confidential Information. With respect to Confidential Information disclosed under this Agreement, the Receiving Party shall (subject to the provisions of Section 5 below):

    • Use the Confidential Information solely for the purposes of evaluating a potential business relationship between the parties or, if any business relationship is entered between the parties, use the Confidential Information solely for accomplishing the purposes of such business relationship and reproduce the Confidential Information only to the extent necessary for such purposes;

    • Disclose the Confidential Information to its responsible Representatives, but only to the extent necessary to carry out the limited purpose of the disclosure pursuant to this Agreement;

    • Hold the Confidential Information in confidence, restrict disclosure of the Confidential Information solely to those Representatives with a need to know the Confidential Information and not disclose, transfer or offer to disclose or transfer any Confidential Information to any other person or entity, other than such Representatives, without the prior written consent of the Disclosing Party;

    • Advise its Representatives receiving Confidential Information of their obligations with respect to the Confidential Information pursuant to the terms of this Agreement and exercise a degree of care not less than the care used by the Receiving Party to protect its own proprietary or confidential information, but in no event less than a reasonable degree of care.

    4. Notice of Misappropriation. The Receiving Party will promptly inform the Disclosing Party in writing of any misappropriations, unauthorized use, or disclosure of the Confidential Information in violation of this Agreement that may come to the Receiving Party’s attention.

    5. Return of Confidential Information. The Confidential Information shall be deemed the property of the Disclosing Party and the Receiving Party will return or destroy, in the discretion of the Disclosing Party, all Confidential Information received in tangible form immediately upon request. Any Confidential Information not so returned or destroyed will remain subject to this Agreement.

    6. Term. This Agreement shall commence on the date of execution by both parties as indicated above and shall expire ten (10) years after the date on which the Receiving Party returns the Confidential Information as provided in Section 5 above.

    7. Non-Confidential Information. The Receiving Party shall have no obligation to preserve the confidential and proprietary nature of any Confidential Information that:

    • Was previously known to the Receiving Party, as can be documented, free of any obligation to keep confidential and free of any restriction on use or disclosure;

    • Is or becomes generally known to the public other than because of disclosure by the Receiving Party or its Representatives;

    • Is or becomes available to the Receiving Party on a Non-Confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not bound by any contractual, legal or fiduciary obligations prohibiting the disclosure or transfer of the Confidential Information; or

    • Is independently developed by the Receiving Party, as evidenced by the Receiving Party’s written records.

    8. Compelled Disclosure. If the Receiving Party is compelled by lawful process (whether by interrogatories, requests for information or documents, subpoena, civil investigative demands or other process) to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt written notice of any such demand (but in no event later than five days following the Receiving Party’s receipt of the demand) so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or other appropriate remedy or the receipt of a waiver hereunder, the Receiving Party is, in the opinion of its outside legal counsel, legally required to disclose the Confidential Information, the Receiving Party may disclose that portion of the Confidential Information which its outside legal counsel advises that it is legally required to disclose and the Receiving Party will use its best efforts to obtain assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being disclosed. In no event will the Receiving Party oppose action by the Disclosing Party to obtain a protective order or other appropriate remedy or reliable assurance that confidential treatment will be accorded to the Confidential Information.

    9. No Rights Granted. Nothing in this Agreement is intended to grant any rights, whether by license or otherwise, in any Confidential Information disclosed or under any trademark, patent, trade secret or other intellectual property of either party. Nothing herein shall be construed as representing any commitment by either party to enter into any additional agreement, by implication or otherwise.

    10. No Warranties. Each party acknowledges that any Confidential Information is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information and each party agrees to assume full responsibility for all conclusions it may derive from the Confidential Information, absent any agreement between the parties to the contrary. The Disclosing Party will have no duty to update any Confidential Information.

    11. Equitable and Non-Exclusive Remedies. Each party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that the non-breaching party shall be entitled to seek specific performance and injunctive or equitable relief as a remedy for any such breach and agrees to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

    12. Waiver. No failure or delay by a party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any right, power or privilege hereunder.

    13. Securities Laws. Each party acknowledges that it and its Representatives are aware that United States Securities laws prohibit any person who has material, nonpublic information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person when it is reasonably foreseeable that such person is likely to purchase or sell such securities.

    14. Attorneys’ Fees. If either party brings an action to enforce the provisions of this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and court costs.

    15. Governing Law. This Agreement shall be governed by and construed under the laws of the province of British Columbia, Canada.

    16. Assignment. This Agreement shall not be assignable or transferable by either party without the written consent of the other party, except that a party may assign or transfer all or a portion of its rights and interests herein to a parent or wholly owned subsidiary of that party or to a successor in interest to all or substantially all of the stock, assets or business of that party. Any purported assignment or transfer in violation hereof shall be void. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns.

    17. Notices. All notices, requests, demands and other communications that are required or may be given under this Agreement shall be in writing and shall be sent to the following addresses, unless such addresses are changed by written notification to the other party:

    If to F2C Nutrition Inc.:
    412 Station Main
    Maple Ridge, B.C.
    V2X 8K9

    If to the Coach/Club/Team:

    18. Amendment. No amendment or modification relating in any manner to this Agreement shall be effective unless executed in writing and signed by both parties.

    19. Entire Agreement. This Agreement shall constitute the entire agreement between the parties as it relates to the subject matter contained herein and supersedes any prior agreement or understanding between the parties relating hereto. This Agreement shall only be modified by written document signed by both parties.

    20. Severability. If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect or limit the validity or enforceability of any other provision hereof.

    21. No Publicity. Each party agrees not to use any name, trademark, service mark or logo of the other party in any publicity, advertising or information that is disseminated to the public without the prior written approval of such other party.

    22. Execution and Authority. Each party represents that:(a)it has the full right, power and authority to execute and deliver this Agreement and to perform its terms; (b) the execution and delivery of this Agreement will not violate or conflict with any charter provision or bylaw of the party or any of its subsidiaries or affiliates; (c) the party has taken all required corporate, company or other actions to approve this Agreement; (d) this Agreement is enforceable against the party according to its terms, subject to bankruptcy, insolvency, and other laws relating to or affecting creditors’ rights and to general equity principles; and (e) the person executing this Agreement on the party’s behalf is duly authorized and empowered to do so.

    23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

    Upon submission a copy of the agreement and NDA will be automatically emailed to you.