GL Agreement

Group Leader Agreement
Thank you for becoming a DA Group Leader!

Please read and sign the GL Agreement.
Group Leader Agreement
First Name *
Last Name *
This Agreement is made and entered into by and between You and Doctors Answer® Inc. (DA).

You and DA acknowledge, understand and agree as follows:

1.   You are an individual applying to be granted status as a DA Group Leader (GL). You warrant that all information supplied by You in Your GL application is current, true and correct.

2.   Upon DA's  acceptance of your GL application, DA will send You a Confirmation Email/GL which signifies that DA has agreed to the terms and conditions of this Agreement and that You are granted GL status. 

3.   Confirmation Email/GL contains Your access information to the Group Leader Hub (GLH).  The date Confirmation Email/GL is sent to You is the Effective Date of this Agreement.  The term of this Agreement (Term) is for a period of three (3) years from Effective Date unless terminated (see Section 15) earlier as per this Agreement.

4.   Your GL status and access information to GLH are personal to You.  Your GL status may not be assigned or transferred by You to anyone else.  Your GLH access information is confidential, and You may not share it with any person or entity. 

5.  As a GL, You are an independent contractor and not an employee, agent, joint venturer, partner, affiliate or representative of DA.  You are responsible for payment of all your own taxes, so payment will be made to you in full, without deductions.  You will send to DA an executed W-9 within seven (7) days of becoming a GL in order for DA to send you a Form 1099 for your tax purposes at the beginning of the next tax year. 

5.  As a GL, You will only lead a Doctors Answer Lite Program group directly assigned to You by DA (DAL Group) and not by any other entity or through your own efforts; and You will lead a DAL Group only in accordance with GL training and standards in the GLH (Training & Standards) and the terms and conditions of this Agreement.

7.  DA will from time to time offer You the opportunity to lead a DAL Group.  DA is under no obligation to provide You with a DAL Group to lead and You are under no obligation to agree to lead any DAL Group.  Should You accept the offer to lead a DAL Group, You are making a commitment to be available to act as GL for the full 25 consecutive weeks of the DAL course, with the exception of a missed weekly meeting or two due to illness or emergency.

8.  In the event You are offered and agree to lead a DAL Group, You will perform the associated duties and responsibilities as outlined in the Training & Standards.  Such duties and responsibilities include not only leading the DAL Group's weekly hour and fifteen (15) minutes group meetings on Zoom or other suitable online format as outlined by DA for weekly meetings, but also completing any required preparation for the meeting; as well as assisting group members with any difficulties accessing the meetings; and, during the course of each week, acting as a liaison between group members and DA for any technical issues or shake supply problems, and maintaining limited email correspondence with group members regarding their attendance at upcoming meetings.  DA has the right to amend, update, or modify Training & Standards.

9.  GLH contains DA's proprietary intellectual property which DA has gone to great time and expense to develop (Confidential Information).  You will access and utilize Confidential Information to lead DAL Groups.  Confidential Information includes but is not limited to DAL course lessons, DA's methods and services, training and other associated course materials. Information/data concerning DAL Group participants is also considered to be Confidential Information for the purposes of this Agreement.

10. The knowledge contained in Confidential Information and the opportunities, associations, and experience to be acquired by You as a GL are of considerable value and would not be acquired except through implementation of this Agreement; in consideration therefore, You agree to be bound by the following restrictions:

	a.  Confidentiality/Non-Disclosure Restrictions

	i.  During the period Your GL status is in effect, You will not directly or indirectly in any manner disclose in part or whole any Confidential Information to any person or entity nor make, nor allow any person or entity to make, copies of Confidential Information in any medium, except as expressly provided for in Training & Standards and in accordance with the terms and conditions of this Agreement.   
                      
	           ii.  During a period of three (3) years from the date of Termination (see Section 15 below), You will not disclose in part or whole either directly or indirectly in any manner any Confidential Information to any person or entity.

	b.   Non-Compete Restrictions:

	i.  During the period Your GL status is in effect AND for a period of three (3) years from the date of Termination, You will not either directly or indirectly own, operate, offer, organize, administer, present, manage, advise, be employed by, or act as a consultant to any other weight loss and/or weight management-oriented business, service, group, activity or program.

11. Any breach by You of Section 10 above constitutes a material breach of this Agreement and is cause for immediate Termination (see Section 15).  Any such material breach will cause irreparable harm to DA, in which case injunctive relief may not be sufficient to remedy DA’s damages.

12. At no time will You be entitled either by implication or otherwise to any claim, right, title or interest in or to GLH and/or its content.  GLH and its content are the sole property of DA or any subsidiary, affiliate, successor or assignee of DA.

13. You will access GLH and use it with no substitutions, alterations or additions exclusively to present the DAL course, and only in accordance with Training & Standards and the terms and conditions of this Agreement

14. You are solely responsible for the expenses associated with performing Your duties and responsibilities as a GL with the exception of a Zoom account or other online format provided to You by DA.  Your expenses include but are not limited to:  an internet connection with sufficient download and upload speeds for holding an uninterrupted, non-buffering online meeting; a desktop computer, laptop, IPad or tablet suitable for conducting an online meeting, as well as any lighting or other equipment necessary to achieve a clear video and audio quality during the DAL Group meeting.

15. Terminate, Terminated or Termination herein means that Your GL status and all rights and uses granted herein are immediately revoked and canceled in their entirety.  

16. You have the right to Terminate at any time upon thirty (30) days' written notice via USPS certified letter or email sent to DA at the address indicated in Training & Standards. 

17. DA has the right to Terminate at any time, with or without cause, effective immediately upon notice to You via USPS certified letter or email.	

18. Upon Termination for any reason, DA will revoke Your access to the GLH, and You will immediately:

	a.  Stop leading DAL Group meetings,
	b.  Stop accessing and utilizing GLH, 
	c.  Permanently delete all Confidential Information from machines used by You, and 
	d.  Comply with and be bound by all applicable provisions of this Agreement including but not limited to the Confidentiality/Non-Disclosure and Non-Compete Restrictions listed above in Section 10. 

19.  TERMINATION DOES NOT RELEASE YOU FROM COMPLYING WITH THE CONFIDENTIALITY/NON-DISCLOSURE AND NON-COMPETE RESTRICTIONS OF THIS AGREEMENT.

20. Termination does not constitute waiver of any remedies otherwise available to DA

21. Three (3) years AFTER date of Termination, upon the expiration of Your Confidentiality/ Non-Disclosure and Non-Compete restrictions, this Agreement ends automatically.

22. Nothing in this Agreement will be considered as creating any rights to You with respect to any Confidential Information, names, marks, trade secrets, copyrights, patents, or data owned by or in the possession of DA.   

23. You will be paid a flat fee of sixty (60) US dollars for each full week of the DAL course in which you perform as a GL, which includes not only leading the weekly meeting, but also performing any of the additional duties listed above in Section 8.  The DAL course is divided into six (6) 4-week Program Segments and You will be paid approximately two weeks after the close of each of the first five Program Segments.  Payment for the final and 6th Program Segment will include an additional payment for the final 25th week and will be made approximately two weeks after that final meeting.  DA will send payment by ACH or check at DA's discretion.  No invoice is required from You.  In the event of Termination, You will receive, within two weeks of notification of Termination date, payment for any weeks that you have fully completed the GL duties and responsibilities.

24. At DA's sole discretion and without notice to You, DA may assign or transfer this Agreement in part or whole to any entity of DA's choosing, and said assignment/transfer will inure to the benefit of any assignee or other legal successor to the interest of DA.  Such assignment or transfer by DA will not alter Your rights or obligations under this Agreement.  This Agreement is not assignable or transferable in whole or part by You.

25. This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming.  Any disputes arising out of this Agreement will be subject to and conducted exclusively in Cheyenne County, Wyoming USA which will have exclusive jurisdiction for this Agreement.  DA has the sole right to change the County listed in this section.  In the event of such change, Licensee will notify You and the new County will be read into this section replacing whatever is the current County and such change will be incorporated in full herein immediately.  Such change of County will not alter the obligations of DA or You as set forth in this Agreement.

26. In the event that DA assigns or transfers this Agreement to another entity under Section 24 above, then not only will that entity assume all of the rights and obligations of DA under this Agreement thereby fully releasing DA from any and all rights and obligations herein, but also the State of incorporation for that entity, if other than Wyoming, will automatically replace the State of Wyoming wherever the State of Wyoming is referred to in this Agreement and the County reference will be changed accordingly.

27. DA and You agree to resolve any dispute, controversy or claim that arises during the course of this Agreement.  If DA and You are unable to resolve a dispute, the dispute, if other than a dispute relating to the Confidentiality/Non-Disclosure and/or Non-Compete Restrictions in Section 10 of this Agreement, will be subject to final and binding arbitration before three (3) neutral arbitrators, and in accordance with the American Arbitration Association Rules.

28. This Agreement contains the entire agreement between DA and You concerning the subject matter hereof and can only be changed by a writing signed by both DA and You.  Should any one or more parts of this Agreement be declared invalid by any court of competent jurisdiction for any reason, such decision will not affect the validity of any remaining portions which will remain in full force and effect.
I have Read and Agree to the Group Leader Agreement
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