REAL ESTATE INVESTMENT
COACHING AND CONSULTING

Coaching Client Agreement

This Coaching Client Agreement is made effective as of date of payment, by and between Dwelling Network, hereinafter referred to as "Coach", and the payor, hereinafter referred to as "Client", having email address as indicated.

WHEREAS Client is desirous of implementing coaching services, as discussed more fully below; WHEREAS Coach is skilled and capable in the areas Client needs and would coach Client; NOW, therefore, in consideration of the promises and covenants contained herein, the receipt and sufficiency of which is acknowledged, the Parties do hereby agree as follows:

1. SCOPE: This Agreement sets forth the terms and conditions whereby Coach agrees to provide professional real estate coaching Services. Coach will be engaged for the limited purpose of providing these Services to the Client.

2. FEES: Dwelling Network charges a fee for Coaching Services which covers virtual coaching sessions, questions and answers via electronic communication, review of potential purchases and writing offers. Dwelling Network charges separately for additional services which can be purchased at the Client's discretion.

3. REPRESENTATION: Should the Client desire to buy or sell real estate through Coach, Dwelling Network may offer the Client representation. In the event that both the buyer and seller are represented by the Coach, Coach (the agent) and Dwelling Network will act as dual agents but only if both parties agree. As dual agents we will treat both parties honestly, prepare and present offers at the direction of the parties, and help the parties fulfill the terms of any contract. We will not, however disclose any confidential information that would place one party at an advantage over the other or advocate or negotiate to the detriment of either party. A Consumer Guide to Agency Relationship will be provided and must be signed in order for Coach and/or Dwelling Network to represent Client in the buying or selling real estate. Otherwise, neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.

4. COACHING TERMS: A coaching relationship between two Parties is a relationship whereby the Coach assists the Client in meeting the Client's potential within the areas the relationship is meant to focus on. Client hereby acknowledges and agrees a.) Client is solely and exclusively responsible for the choices that Client makes with regard to this coaching relationship, as well as the Coach's recommendations and input; b.) Coach is not liable for any result of non-result of any consequences which may come about due Client's relationship with Coach.

5. DESCRIPTION OF SERVICES: The Client hereby engages the Coach, and the Coach accepts such engagement to provide services for the Client including advising and teaching about approaches, processes, and techniques to buy, renovate, manage and sell real estate in the Cleveland-area housing market. Coach and Client will use email, phone calls and/or virtual meetings throughout the coaching relationship. Within the time of the agreement and at the request of the Client, the Coach may write purchase offers to be submitted on behalf of the Client. Coach may agree in a separate, written document to expand the scope of Services to include additional tasks.

6. NO PROMISES OR GUARANTEES: In any real estate matter there is a possibility of a disappointing outcome (financial loss) despite the Coach's best effort to guide and instruct the Client is the way they see best fit. The Client understands that the outcome of any real estate transaction or endeavor is subject to many factors that cannot always be foreseen. Dwelling Network has made no promises or guarantees (written of verbal) to the Client about the outcome and cannot do so. Nothing in this Agreement shall be construed as such a promise or guarantee.

7. NONEXCLUSIVITY: Client hereby explicitly acknowledges and agrees that Coach may be engaged in coaching and representing others in real estate transactions and matters.

8. AVAILABILITY AND SCHEDULE: Coach and Client will agree to the date and time of meetings in advance. The length of each coaching meeting will be approximately one hour or less.

9. WEEKENDS AND HOLIDAYS: Coach will be unavailable on all weekends and U.S. Federal holidays.

10. BILLING: Client will pay in advance for coaching services.

11. CANCELLATION AND RESCHEDULING POLICY: Client or Coach may, from time to time, need to cancel or reschedule any of the coaching meetings. If Coach is responsible for the reschedule, Coach will become available to the Client as the soonest possible opportunity within ten (10) business days. If Client is responsible for the cancellation or reschedule, Client agrees to notify Coach no less than 24 hours prior to the scheduled meeting. If Client cancels or reschedules within the 24-hour period, Client agrees to consider the scheduled meeting completed, unless excused by the Coach (at Coach's sole and exclusive discretion). The Parties will then attempt to reschedule the meeting in good faith.

12. REFUND POLICY: Payment for coaching is considered non-refundable.

13. RESPONSE TIME: Client and Coach agree to respond no later than 2 business days after being reached out to for communication. In the event of an emergency or other similar conflict, Parties will give each other as much notice as possible if there is the possibility of interruption of the Services, whether that interruption is temporary or long-term.

14. CONFIDENTIALITY: The existence of this coaching relationship, as well as any information that Coach receives from Client, are to be fully and completely confidential under the terms of this Agreement. Client hereby acknowledges and agrees, however, that a Coach-Client relationship is not considered a legally confidential relations and therefore communications between Coach and Client are not subject to any legal confidentiality requirement or privilege. Coach will not, however, disclose Client's name or information, without Client's consent, unless subject to a legal requirement, such as a court order, subpoena, or law enforcement inquiry. It will be the Client's responsibility to address any confidentiality issues with the Coach. Confidential information under this Agreement shall specifically not include the following categories: (1) information that is generally known to the public or know to the real estate industry, (2) information freely given by Client to any third-party; (3) information received by Coach from any source that is not Client; (4) information in Coach's possession prior to this Agreement; (5) information developed independently by the Coach; (6) information which is received by the Coach from the Client but that may imminently harm the Client or another individual; or (7) information about any illegal activity.

15. TERMINATION: This Agreement will automatically terminate after the Client has closed on one property or six months after the start of the agreement, whichever comes first. The Parties may choose to renew this Agreement, with all its terms and conditions, with additional payment being made by Client. This agreement will also immediately terminate upon the death of the Coach or Client, the inability of the Coach to perform the Services because of a sudden physical or mental disability, the liquidation, dissolution or discontinuance of the business, or the filing of any petition by or against the Client or Coach under U.S. federal or Ohio state bankruptcy or insolvency laws. This Agreement may also be terminated by either Party in wiring for any reason. Notice shall be given at least 30 days before termination.

16. PORTFOLIO USE: As described above, Coach shall be permitted to use all produced items of work in Dwelling Network's professional portfolio, including the Client's abbreviated name and likeness without express written permission from the Client.

17. LIMITATION OF LIABILITY: Coach's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to the Fees paid by the Client to the Coach. To the extent is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred of suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, o other loss of turnover, profits, or business.

18. IMDENFICICATION: Coach and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorney's fees) arising out of or resulting from bodily injury, death of any person, or damage, real or intangible, to personal property resulting from the other's acts or omissions of the breach of any representations, warranty, or obligation under this Agreement.

19. DISPUTE RESOLUTION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the Governing Law provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreements, awarded punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Ohio. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statuses or regulations. Intellectual property claims by the Coach will not be subject to arbitrations and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-par of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

20. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the internal laws of Ohio without giving effect to any choice of conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Cuyahoga County in any legal suit, action, or proceeding arising out of based upon this Agreement of the services provided hereunder.

21. NO WAIVER: No action or inaction of either Party shall constitute waiver or any of the terms of this Agreement. Waiver may only be executed explicitly in writing.

22. ENTIRE AGREEMENT AND MODIFICATION: The Agreement embodies the entire agreement between the Client and Coach relating to the subject matter hereof. This Agreement may be changes, modified, or discharged only if agreed to in writing by both parties.