New Nutrition Manager

Description

1. Services. The Consultant (Nutrition Manager) shall, during the Term (January 1st through December 31st)) provide the following services (the Services) to the Principal (AASDN), at such times as the Principal may reasonably request:
a. It is the responsibility of the named Consultant to refer all clients to his or her AASDN dietitian as indicated by disease information
b. It is the responsibility of the Nutrition Manger Consultant to provide pertinent information concerning referred clients to his/her American Academy of Sports Dietitian/Nutritionist (AASDN) either by email, fax, or mail.
c. The AASDN professional will be responsible for providing a response to the Nutrition Manager Consultant within 3 business days.
d. The named Consultant agrees to inform the Principal (AASDN) of any unlawful, unethical, or dangerous policies/actions taken by the AASDN professional.
e. The named Consultant agrees to be available by phone or fax to answer relevant nutrition questions posed by the AASDN professional.
f. The named Consultant agrees to maintain all licenses/certifications as required by their fitness certification organization and by AASDN as a Nutrition Manager Consultant.
g. The named Consultant agrees to refrain from selling supplements, related products, or exercise equipment in the name of AASDN, Dr. Jane Pentz, Nutrition Specialist, or as a Nutrition Manager Consultant.
h. The named consultant agrees to adhere to state licensure laws which mandate that all nutrition programs be “reviewed by, consultation is available from and no program change can be initiated without prior approval by a licensed dietitian/ nutritionist”. Therefore, no program changes can be made without direct approval from The American Academy of Sports Dietitians and Nutritionists.
2. Compensation. The Principal shall pay no monies to the consultant for indicated Services under this Agreement.
3. Confidential Information.
For the purposes of this Agreement, the term “Confidential Information” means all information disclosed to, or acquired by, the Consultant, its employees or agents in connection with, and during the term of this Agreement which relates to the Principal’s past, present and future research, developments, systems, operations and business activities, including, without limiting the generality of the foregoing: all items and documents prepared for, or submitted to, the Principal in connection with this Agreement, and all information specifically designated by the Principal as confidential; but shall not include any information which was known to the Consultant, its employees or agents prior to the date hereof, or which was publicly disclosed otherwise than by breach of this Agreement. The Consultant acknowledges that pursuant to the performance of its obligations under this Agreement, it may acquire Confidential Information. The Consultant covenants and agrees, during the Term and following any termination of this Agreement, to hold and maintain all Confidential Information in trust and confidence for the Principal and not to use Confidential Information other than for the benefit of the Principal. Except as authorized in writing by the Principal, the Consultant covenants and agrees not to disclose any Confidential Information, by publication or otherwise, to any person other than those persons whose services are contemplated for the purposes of carrying out this Agreement, provided that such persons agree in writing to be bound by, and comply with the provisions of this paragraph. The Consultant shall obtain similar covenants and agreements to those contained in this paragraph for the benefit of the Principal from each of its employees or agents who are, or may be, exposed to Confidential Information.
4. Rights in Data. All of the items prepared for or submitted to the Principal under this Agreement (the “Items”) shall belong exclusively to the Principal. The Consultant hereby assigns to the Principal the ownership of copyright in the Items and the Principal shall have the right to obtain and hold, in its own name, copyrights, registrations and similar protection which may be available in the Items. The Consultant shall give the Principal or its designees all assistance reasonably required to perfect such rights. To the extent that any pre-existing materials are contained in the Items, the Consultant grants to the Principal an irrevocable, non-exclusive, worldwide, royalty-free license to use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative works based upon the Items and authorize others to: The Consultant shall have the right to publish any information resulting from its performance under this Agreement in a manner which preserves the Principal’s copyright in the Items, after obtaining the Principal’s prior written approval, which approval shall not be unreasonably withheld; provided that any such approval may be conditional upon reasonable alterations or deletions to ensure that Confidential Information is not published.
5. No license or right is granted to the Consultant either expressly or by implication, estoppel or otherwise, to publish, reproduce, prepare derivative works based upon, distribute copies of, publicly display, or perform, any of the Items, except pre-existing materials of the Consultant, either during the Term or after termination of this Agreement.
6. Warranties. The Consultant represents and warrants as follows: That it is under no obligation or restriction, nor will it assume any such obligation or restriction, which would in any way interfere or be inconsistent with, or present a conflict of interest concerning the services to be furnished by it under this Agreement.
7. Trade Marks and Trade Names. Notwithstanding any other provision of this Agreement, the Consultant shall have no right to use the Trade Marks or Trade Names of the Principal or to refer to this Agreement or the Services, directly or indirectly, in connection with any product, service, promotion or publication without the prior written approval of the Principal.
8. Consultant’s Agreement With its Employees. The Consultant will have an appropriate agreement with each of its employees or others whose services it may require, which Agreement shall be sufficient to enable it to comply with all the terms of this Agreement.
9. Insurance. The Consultant shall maintain, throughout the performance of its obligations under this Agreement, adequate general liability insurance providing coverage against liability for bodily injury, death and property damage which may arise out of or based upon any act or omission of the Consultant or any of its employees, agents or subcontractors under this Agreement. Upon written request, the Consultant shall promptly provide certificates from its insurers indicating the amount of insurance coverage, the nature of such coverage and the expiration date of each applicable policy.
10. Compliance With Laws. The Consultant agrees that it will comply with all applicable laws, ordinances, regulations and codes in the performance of its obligations under this Agreement, including the procurement of permits and certificates where required. The Consultant further agrees to hold harmless and indemnify the Principal against any loss or damage to include reasonable solicitor’s fees that may be sustained by reason of the failure of the Consultant or its employees, agents or subcontractors to comply with such laws, ordinances, regulations and codes.
11. Severability. If any paragraph of this Agreement or any portion thereof is determined to be unenforceable or invalid by the decision of any court by competent jurisdiction, which determination is not appealed or appealable, for any reason whatsoever, such unenforceability or invalidity shall not invalidate the whole Agreement, but the Agreement shall be construed as if it did not contain the particular provision held to be invalid and the rights and obligations of the parties shall be construed and enforced accordingly.
12. Further Assurances. The parties hereto covenant and agree that each shall and will, upon reasonable request of the other, make, do, execute or cause to be made, done or executed, all such further and other lawful acts, deeds, things, devices and assurances whatsoever for the better or more perfect and absolute performance of the terms and conditions of the this Agreement.
13. Dispute resolution. In the event of dispute resolution, the non-prevailing party will pay the other costs and attorney’s fees.
14. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida.
15. Execution. This Agreement has been executed by an authorized signatory duly entitled to bind the party on behalf of which he or she has executed this Agreement.