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RYLA+ Contract - 2023 D5320

CONTRACTUAL AGREEMENT

This engagement agreement (the “Agreement”), dated September 6, 2022, is made by and between Rotary International District 5320 (the “Client”), and Leader N U, LLC (“Leader N U”).

For goods and valuable consideration, the parties agree as follows:

ENGAGEMENT: Leader N U will provide program delivery and coordination for the RYLA+ Camp to be held April 18-23, 2023 (dates) conducted by Leader N U Facilitators and Client Volunteer Counselors. Programming shall be mutually agreed upon by both parties prior to the event. Final hours and agenda to be determined by Leader N U and provided to Client.
FEES AND PAYMENT: Fees will be assessed at $100 per attendee based on camper registrations. Final attendance will be established and forwarded to Leader N U by March 13, 2023 (date). Fee will be forward to Leader N U by March 20, 2022 (date). Fee includes: 10 (ten) attendees per team; 1 (one) complementary login per Rotary volunteer staff (recruited by Client, must complete Leader N U training); 1 (one) Leader N U facilitator per team for online portion of RYLA (recruited, trained and paid by Leader NU); 1 (one) RYLA+ Virtual Crate provided for each attendee. $200 technology fee by March 20, 2023, includes all software, programs, activities, applications, training, website, and video conferencing used for RYLA+. The Client will reimburse all material costs for consumable and non-consumable items used for the in-person portion of the retreat. The Client will retain any materials purchased for the camp.

If needed, labyrinths may be rented from other districts. The fees for rental are only the direct costs and Leader N U does not charge anything additional. The first four labyrinth rentals are $50 each, additional labyrinth rentals are $100 each. Should labyrinths get soiled, client agrees to have them cleaned or pay for cleaning. Should labyrinths get damaged, client agrees to reimburse the loaning district cost of the labyrinth.
EVENT CONVERSION: Should local health challenges or any other cause make it unwise to meet in-person for the latter part of the event, the entire event can be converted to the fully online retreat in eRYLA format. Client has until March 13, 2023, to notify Leader N U of the conversion. Should a conversion be necessary, the fee per attendee will increase to $300. In addition, if converted to eRYLA, all participants will receive a larger retreat crate. The dates and times of the retreat will remain the same, if converted.
EVENT CANCELLATION: Client has until March 13, 2023 (date) at 6 pm to cancel the event with no costs incurred. If Leader NU cancels the events any time after March 20, 2023 (date), all fees that have been paid will be reimbursed to client.
TRAVEL EXPENSES: Client shall pay a travel stipend or for the travel of staff or administrators who will need to travel to California for the in-person portion. Because of the nature of the online to in-person timeline, all those traveling for the in-person portion will need to be physically in California prior to Thursday’s session, so they are available in-person first thing on Friday morning. Although travel costs are variable, travel will not exceed the following fees. Should the client provide for travel in other ways, such as airline points, guest rooms, etc., these costs may go down. Client will only be charged the actual travel amounts, up to the max for the number of Trainers needed.

Travel Fees:
Up to 8 Teams (6 Trainers) $3000-$4000
9-12 Teams (7 Trainers) $3500-$4500
13-16 Teams (8 Trainers) $4000-$5000
17+ Teams (10 Trainers) $5000-$6000
PROMOTION/RECORDING: Leader N U grants Client permission to use recordings and screenshots from RYLA+ programing in event promotions. Leader N U and Client grant reciprocal permissions to record video conference of the engagement only for internal use and marketing purposes. Attendees will be notified by Leader N U prior to the beginning of the engagement that the video conference will be recorded, and screen shots may be captured for future promotional use. By participating in the video conference format, all attendees, counselors, leaders, and Rotarians are granting their permission for said recording.
INDEPENDENT CONTRACTOR: In performing under this Agreement, each party is acting as independent contractor, and in no way are the parties constructed as partners, joint venturers, or agents of one another in any respect.
INTELLECTURAL PROPERTY: The Program contents of RYLA+ are the property of Leader N U. Unauthorized use is prohibited by copy-right laws. Authorized use must be granted in writing by Leader N U. Client agrees to keep confidential any information (including that which is related to strategy, staffing, business, data, training, marketing, structures and methods), materials, procedures, design processes, techniques, documentation, original works, and anticipated services or products. In addition, the client agrees not to use the aforementioned information, etc. to directly or indirectly engage in any business that is in competition with Leader N U and RYLA+.
WARRANTY DISCLAIMER: THE ENGAGEMENT IS PERFORMED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
FORCE MAJEURE: Neither party will be liable for any failure or delay in its performance under this Agreement due to cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, government act or failure of the Internet (not resulting from the actions or omissions of Leader N U.)
NOTICES: All notices and other communications required or permitted under this Agreement shall be in writing delivered: (i) personally; (ii) by first class mail, postage prepared, certified and return receipt requested; (iii) via a national recognized overnight courier; (iv) via email, to the applicable Party at the addresses set forth below unless, by notice, a party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date delivered for 5 (five) days after deposit in the mail as specified.

CLIENT CONTACT

Contact:
Email:
Address:
City:
ST/ZIP:
Telephone:

LEADER NU CONTACT

Contact: Bridget Markwood
Email: bridget@leadernu.com
Address: 1600 Hilton Ave
City: Columbus
ST/ZIP: GA 31906
Telephone: 218-341-5717
GOVERNING LAW; VENUE: This Agreement shall be governed by the laws of the State of Georgia. Further, the parties agree that any claim of action under or relating to this Agreement shall be brought in the state of federal courts located in Atlanta, Georgia and the parties agree to submit to the exclusive personal jurisdiction of such courts.
MISCELLANEOUS: This Agreement and the approved Attachment A constitutes the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Any amendments to this Agreement shall only be valid if in writing and signed by an executive of both parties. Nothing contained in any purchase order or other document, other that the approved Attachment A, shall in any way modify this agreement or add any additional terms or conditions. This agreement may be executive in two counterparts and facsimile signatures shall be binding.

LEADER NU SIGNER

Name: Bridget Markwood
Title: CEO
Date:
Signature:

CLIENT SIGNER

Name:
Title:
Date:

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September 8, 2022 1:56 pm CDT

RYLA+ Contract - 2023 D5320 Uploaded by Bridget Markwood - admin@leadernu.com IP 158.62.143.21