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TAIKUN 1:1 PRIVATE COACHING AGREEMENT

 TERMS AND CONDITIONS


                 By checking the box and completing the purchase, you ( “Student”) agree to the following terms and conditions with TAIKUN LLC, a limited liability company formed under the laws of Puerto Rico, with its principal place of business at 53 Calle Palmeras, Suite 601, San Juan, PR, 00901 (“TAIKUN”) (collectively, the “Parties”). TAIKUN is the legal entity behind the brand Semi-Retired MD, and all coaching services purchased under this Agreement are provided by TAIKUN, but are marketed and branded under Semi-Retired MD.
 

WHEREAS TAIKUN provides education and coaching services in the field of real estate investment knowledge and strategies to its clients, including medical doctors and other professionals, and Student desires to engage one of TAIKUN’s coaches for one-on-one personal coaching; 
 

         I understand that TAIKUN LLC,  its affiliates, and any of their respective officers, directors, shareholders, members, managers, principals, employees, agents, and representatives are not in the business of providing personal, financial, tax, legal or investment advice. I accept full and personal responsibility for the results of my actions and decisions. I agree to use judgment and conduct due diligence before taking any actions or implementing anything suggested during the coaching sessions.

NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION OF THE MUTUAL PREMISES AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS:

1.                  PRELIMINARY 

1.1 Preamble:  The preamble hereto shall form an integral part hereof as if recited herein at length.

2.                  NATURE AND TERM OF SERVICES 

2.1 Nature of Services:  TAIKUN agrees that it shall provide its services (hereinafter the "Services") to Student as further described in the Statement of Work (“SOW”) attached hereto as Schedule A, the whole according to the terms and conditions hereinafter set forth, as a service provider to Student. 

2.2 Term:  The term of this Agreement (the "Term") shall begin on the date of this Agreement and shall continue for the period specified in the SOW, unless earlier terminated pursuant to the terms hereof. Following the Term, the Parties shall have the option to discuss renewal of the Agreement in good faith. The present Agreement shall not be automatically or tacitly renewed. It shall be renewed only if the Parties to the present Agreement accept such a renewal in writing and stipulate its terms and conditions therein.

2.3 Exclusivity: TAIKUN shall be free to provide similar Services to third parties during the      Term. 

3.                  STATUS AS SERVICE PROVIDER 

3.1 Service Provider:  Nothing contained in this Agreement shall be construed as creating a relationship between the Student and TAIKUN other than that of a service provider.  Neither Party shall be deemed a partner, employee, joint venturer, agent or representative of the other Party or of any affiliate thereof, and neither Party shall have any right, power or authority to act in any way in the name of the other Party. Neither Party shall represent to third parties that it is authorized or entitled to, execute or agree on behalf of the other Party or bind such Party to any agreement (whether oral or written), instrument or document of any kind whatsoever. 

4.                  COMPENSATION 

4.1Fees:  In consideration for the Services rendered pursuant to this Agreement, and in further consideration for the confidentiality described in Article 5 hereof, Student shall pay TAIKUN fees as further described in Schedule A (the “Fees”). All payments of Fees are non-refundable unless expressly provided otherwise in this Agreement.

5.                  CONFIDENTIAL INFORMATION AND RESTRICTIVE COVENANTS

5.1 Confidential Information and Intellectual Property:  The Services may contain intellectual property, industrial and other proprietary rights, protected or protectable under the laws of any country, including (a) trade names, trade dress, trademarks, service marks, logos, brand names and other identifiers; (b) copyrights, moral rights, neighboring rights, and related rights; (c) domestic and foreign inventions, patents and the registrations, applications, renewals, extensions and continuations, in whole or in part, thereof (hereinafter “Intellectual Property”), as well as trade secrets, inventions, discoveries, devices, processes, designs, techniques, trade secrets, ideas, know-how and other confidential or proprietary information, whether or not reduced to practice (hereinafter “Confidential Information”). Unless specified otherwise in writing, all Intellectual Property or Confidential Information rights in any element contained in the Services shall be the exclusive property of TAIKUN. Student may use TAIKUN’s Services only for informational, personal and non-commercial purposes and for no other purpose. All rights not expressly granted herein are hereby reserved by TAIKUN.  

5.4 Covenant of Non-Solicitation:  During the Term, and for a period of two (2) years after the termination or expiration of this Agreement, the Student shall not, on their own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as an employee, employer, principal, agent, joint venturer, partner, shareholder, or other equityholder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, contractor, supplier or trustee) solicit or assist any third party to (a) solicit any employees of TAIKUN to become an officer, director, employee or agent of Student or such third party, (b) otherwise entice away from the employment of TAIKUN any employee of TAIKUN, or (c) solicit the coaching services of any member of the TAIKUN Coaching Team introduced by TAIKUN to the Student without TAIKUN’s prior written consent. 

5.5 Covenant of Non-Disparagement: During the Term and following the termination of this Agreement, Student shall not, on their own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as an employee, employer, principal, agent, joint venturer, partner, shareholder, or other equityholder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, contractor, supplier or trustee), make any statements, or take any other actions whatsoever, online or offline, to defame, slander, disparage, or otherwise call into disrepute TAIKUN or TAIKUN’s business, clients, subsidiaries, affiliates, successors, assigns, officers, key employees or directors.   

5.6 Other Remedies: In the event that either Party breaches any of the terms contained in this Article 5, the Parties stipulate that said breach will result in immediate and irreparable harm to the business and goodwill of the other Party and that damages, if any, and remedies at law for such breach would be inadequate. In addition to any and all such remedies available to the non-breaching Party, the non-breaching Party shall therefore be entitled to apply for and receive from any court of competent jurisdiction an injunction to restrain any violation of this Agreement and for such further relief as the court may deem just and proper. Student agrees to pay or reimburse TAIKUN for all costs and expenses incurred by TAIKUN, its affiliates, and any of their respective officers, directors, shareholders, members, managers, principals, employees, agents, and representatives (the “ Related Parties ”) in enforcing any breach of this Article 5. 

5.7 Continuing Obligations:  The obligations, duties and liabilities of the Parties pursuant to Article 5 of this Agreement are continuing, absolute and unconditional and shall remain in full force and effect as provided therein despite any termination of this Agreement for any reason whatsoever, including, but not limited to, the expiration of the Term.

6.                  TERMINATION 
6.1 Termination Without Cause: During the Term, either Party may terminate this Agreement without cause at any time by providing thirty (30) days’ written notice to the  other. All Fees earned by TAIKUN prior to the termination shall remain due and payable by the Student and shall be non-refundable. 

6.2 Termination With Cause: In the event of a material breach by either Party under this Agreement, the Agreement may be terminated by the non-breaching Party in writing without prior notice or penalty. All Fees earned by TAIKUN prior to the termination shall remain due and payable by the Student and shall be non-refundable.
 

6.3 Suspension of Services: TAIKUN may suspend providing Services to the Student without any prior advance notice if an amount is not paid when due.

7.                  LIMITATION OF LIABILITY AND INDEMNIFICATION 

7.1 General Indemnification:  Student agrees to defend, indemnify and hold harmless TAIKUN and its Related Parties from and against any and all claim, charge, tax, penalty, fine or demand by any statutory body for any withholdings or other deduction which, according to said entities, ought to have been paid or withheld on any amount paid under the present Agreement, and any and all claims, actions, damages, or other liabilities (including reasonable attorneys' fees, court costs and other costs of defense) caused by or arising from (i) Student’s choice to engage TAIKUN for the Services as outlined by this Agreement; (ii) any act, error, or omission by Student or their partners, employees, subcontractors, agents or assistants; (iii) any breach or alleged breach by the Student or its partners, employees, agents or assistants of any representations, warranties or covenants made by Student in this Agreement; (iv) Student’s misconduct or negligence (or misconduct or negligence of Student’s agents or representatives), including to the extent arising out of or related to Student’s normal business operations or investment activities. 

7.2 Limitation of Liability: To the extent permitted by law, in no event shall TAIKUN or any of its Related Parties be liable to Student or any other person for any indirect, incidental, special, consequential, or punitive damages or claims for loss of business or profits, damage to reputation or otherwise under contract, tort (including negligence) or other legal or equitable theory, regardless of the cause of action and even if TAIKUN has been advised of the possibility of such potential loss or damage.

To the extent permitted by law, the total liability of TAIKUN arising out of any claim relating to this Agreement (including but without limitation tort claims) shall not exceed one hundred percent (100%) of the total Fees paid by the Student to TAIKUN hereunder, regardless of whether such loss, damage or injury results directly or indirectly from the negligence or active, passive, intentional or other act of TAIKUN or any of its Related Parties.  

Student will not hold TAIKUN or any of its Related Parties responsible for any negligent actions or adverse results, whether known or unknown, that Student may incur or suffer as a result of the Services received pursuant to this Agreement. 

7.3 Disclaimers: The Fees payable to TAIKUN are based upon the value of the Services that TAIKUN provides and are not related to the various uses to which Student may put TAIKUN’s Services, nor are any results guaranteed. To the fullest extent permitted by law, Student acknowledges and agrees that neither TAIKUN, nor any of its Related Parties, has made or makes any representations or warranties (whether by statute, common law, custom, usage or otherwise) regarding the accuracy or completeness of the Services, and that TAIKUN specifically disclaims any and all express and implied warranties. Student accepts personal responsibility for the results of Student’s actions. Student agrees to use judgment and conduct due diligence before taking any actions or implementing any plans or policy suggested or recommended in the Services. 

Student acknowledges and agrees that TAIKUN and its Related Parties are not in the business of providing personal, financial, tax, legal or investment advice and specifically disclaims any liability, loss or risk, which is incurred as a consequence, either directly or indirectly, by the use of Services or any of the information contained in the Services. TAIKUN and its Related Parties do not provide any legal, accounting, securities, investment, tax or other professional services advice and are not intended to be a substitute for meeting with professional advisors. If legal advice or other expert assistance is required, the services of competent, licensed and certified professionals should be sought. In addition, TAIKUN does not endorse any specific investments, investment strategies, advisors, or financial service firms.

8.                  RELEASE AND WAIVER  

8.1 Submissions and Recordings. As Student receives the Services, Student may submit feedback, suggestions, and testimonials to TAIKUN (collectively, “Submissions”).  

No additional compensation will be paid to the Student with respect to the use of any Submissions as provided herein by TAIKUN and/or its Related Parties. TAIKUN is under no obligation to post or use any Submissions Student may provide and may remove any Submissions at any time at TAIKUN’s sole discretion. 

Student certifies that Student’s Submissions are accurate and truthful and reflect Student’s personal experiences and honest beliefs, and all Submissions are submitted by Student of Student’s own free will.

TAIKUN may make audio or audiovisual recordings of Students participating in any sessions as part of the Services for quality assurance and recordkeeping purposes (collectively, “Recordings”). TAIKUN shall be the sole and exclusive owner of the Recordings.

9.                  MISCELLANEOUS 

9.1 Assignment: Except as provided in this Section 9.1, TAIKUN and Student acknowledge and agree that the covenants, terms and provisions contained in this Agreement and the rights of the Parties hereunder cannot be transferred, sold, assigned, pledged, or hypothecated without the other Party’s prior written consent; provided, however, that TAIKUN may assign its rights hereunder to a direct or indirect subsidiary, or affiliate of TAIKUN without the consent of the Student. 

9.2 Entire Agreement:  This Agreement contains the entire agreement between the Parties and shall not be modified except in writing by the Parties hereto.  Furthermore, the Parties hereto specifically agree that all prior agreements, whether written or oral, relating to the Services shall be of no further force or effect from and after the date hereof. 

9.3 Severability:  If any phrase, clause or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision shall be deemed severable from this Agreement, but will not affect any other provisions of this Agreement, which otherwise shall remain in full force and effect.  If any restriction or limitation in this Agreement is deemed to be unreasonable, onerous and unduly restrictive by a court of competent jurisdiction, it shall not be stricken in its entirety and held totally void and unenforceable but shall remain effective to the maximum extent permissible within reasonable bounds. 

9.4 Waiver:  The waiver by Student or TAIKUN of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition hereof. 

9.5 Governing Law:  The parties hereto agree that this Agreement shall be construed as to both validity and performance and shall be enforced in accordance with the laws of Puerto Rico and the laws of the United States of America applicable therein. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights and/or obligations of confidentiality (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the rules of the American Arbitration Association ("AAA") by one arbitrator appointed in accordance with AAA. The arbitration shall take place in San Juan, Puerto Rico in the English language and the arbitral decision shall be final, binding and without appeal, and may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

SCHEDULE A 

Scope of Work (“SOW”)

The Services to be completed by TAIKUN pursuant to the Agreement, and the corresponding Fees, are as follows, subject to changes to the Scope of Work, to be agreed upon by the Parties in writing. 

Description of Services:

TAIKUN shall provide the Student with on-on-one coaching sessions, during which the TAIKUN  Coaching Team (as defined below) shall coach the Student to think through: 

  • the upsides and downsides of real estate deals
  • current and prospective real estate deals
  • any knowledge, skills or mindset shifts that may be necessary to help contribute to the success of the Student’s real estate portfolio.
     

Availability of Coaching Team:

The Student will be able to schedule coaching sessions based on their availability and that of TAIKUN’S coaches ( the “TAIKUN  Coaching Team”). The TAIKUN Coaching Team may change at any time, and there is no guarantee that the Student will have sessions with a specific coach or that a particular coach will be available for the duration of their purchased bundle.
 

Booking of Services:

All  Services must be booked exclusively through TAIKUN’s official platform. Direct booking of members of TAIKUN’s Coaching Team outside of TAIKUN’s official platform is not permitted. Violations of this clause may result in termination of the Agreement according to the termination provisions provided therein.  The Student may book coaching sessions of 30 minutes (a standard coaching session for the purpose of this SOW).
 

Rescheduling Policy:

Any rescheduling or cancellation request from the Student must be communicated to TAIKUN in writing (including via email) at least twenty-four (24) hours before the scheduled coaching session. Failure to provide timely notice will result in the session being counted towards the total coaching sessions, and the corresponding Fees will be considered earned by TAIKUN.
 

Coaching Packages and Fees:

  •   Single standard session (30 minutes of coaching time): $200 per session (must be used within one month of purchase)
  •   Bundle of 6 standard sessions (180 minutes of coaching time): $1,100 (must be used within three months of purchase)
  •   Bundle of 12 standard sessions (360 minutes of coaching time): $2,000 (must be used within six months of purchase)
     

Any unused coaching sessions remaining at the end of the use period for the applicable coaching package shall be automatically forfeited by the Student and can no longer be used. 
 

All Fees must be paid in full by the Student at the time of purchase.