2.2 PROVIDE ACCURATE & UPDATED INFORMATION. Your Online Profile is created to showcase and promote your expertise and help potential clients make responsible choices. Therefore, you hereby agree to provide true, accurate, current and complete information on any aspect of Your Online Profile, as well as on any other communication platform on Our Service such as, but not limited to, all message boards, chat, telephone conversations, face-to-face events, etc. You agree to maintain and update such information to keep it true, accurate, current and complete.

2.3 OUR MARKETING INITIATIVES. We will use best efforts to promote Your Products & Services via the following marketing initiatives ("Marketing Initiatives").
a) Websites and eNewsletters created by Us such as, but not limited to CoachingCircles.com
b) Search Engine Marketing Initiatives and
c) Online and offline advertising and public relations efforts.

2.4 MARKETING SUPPORT FROM YOU. You will use best efforts in coordinating with and providing Us with the information and support necessary in order for Us to implement the Marketing Initiatives above, this may include, but is not limited to:
a) Conversations with people from the media,
b) Permission to use Your name, image and/or other information about You or Your Products & Services in advertisements, press releases or any other form of marketing materials.

2.5 ADDITIONAL MARKETING SUPPORT. You will use best efforts to promote YOUR (specific) Products & Services using at a minimum the following marketing initiatives:
a) You will have a prominent 'above the fold' promotion on Your website home page,
b) Integration into the navigation Your website, if applicable,
c) Highlighted within Your email newsletters at the same frequency of Your current delivery of email newsletters, if applicable, and
d) Mentioned in other media [TV, radio, print interview, columns or speaking engagements etc.] when applicable.

2.6 RIGHT TO DECLINE.
a) We have the right to decline promoting or selling any of the Your Products & Services for any reason including, but not limited to quality, possible infringement of copyright, use of questionable or foul language of content, possibility of illegal or immoral activity, etc.
b) You have the right to decline to start a coaching engagement with any client for any reason. Once you have accepted a coaching relationship, however, you have the obligation to continue unless you deem it would be a detriment to the client.

2.7 UNLAWFUL ACTIVITIES. You must not use Your Profile or any part of Our Services, to conduct illegal activities nor provide services or transmit materials that are dangerous, unlawful, harassing, libelous (untrue and damaging to others), privacy invading, abusive, threatening, harmful, vulgar or otherwise objectionable material of any kind.

III. SELLING YOUR PRODUCTS & SERVICES

3.1 WE PROVIDE THE PLATFORM. We provide, by our own creation or through partnerships, an e-commerce and communication platform to sell Your Products & Services.

For Your Services: You and any Client are responsible for the choices both You and the Client make and the quality of the interaction. We are not involved in or responsible for the content of the interaction between either You or the Client, nor the technique or method used. Nor are we responsible for the outcome of the interactions between You and the Client including but not limited to physical and/or mental damage. In addition, we cannot fully ensure that any of the Clients and the others like You are providing 100% accurate information.

As such, we cannot help you resolve any disputes that may occur with any Client, present or past. YOU, THEREFORE, AGREE TO RELEASE PARTNERS IN LIFE, INC. FROM ANY LOSS, EXPENSE, CLAIM OR LIABILITY ARISING OUT OF OR RELATING TO ANY DISPUTE YOU HAVE WITH ANY OTHER PERSON AS IT RELATES TO ANY ASPECT OF THE PARTNERS IN LIFE, INC. SERVICE.

3.2 CONFIDENTIALITY & PRIVACY POLICY. We are professionals and take very seriously the confidentiality and privacy of our Clients, we expect you to do the same. At any time, either during or after the term of this Agreement divulge, either directly or indirectly, to any person or entity, knowledge or information of the Clients private information, issues or information surrounding the Client's engagement with You, contact information or any other information regarding the Client. A breach of this clause shall be considered serious and willful misconduct justifying in immediate termination of this Agreement. Notwithstanding the above, if Client information should be requested by a court of law, this will be respected by Us.

3.3 MONEY-BACK GUARANTEE. All of Your Products & Services sold through Our Services will have a money-back guarantee based on the Terms of Service of the platform in which they are sold directly. Please read Our Terms of Service document as well as those of our platform partners for more details in regards to customer guarantees. To view Our Terms of Service document, please view this webpage: http://coachingcircles.com/terms.php for the Terms of Service of our partner(s), the link(s) to their Terms of Service Agreements are in the Appendix of this document.

3.4 NO OBLIGATORY FEES. There are no obligatory fees to You. You have the option of purchasing services from Us or from our recommended third parties for certain products or services in order to create or promote Your Products & Services; however these products or services are not obligatory.

3.5 YOU PAY YOUR APPLICABLE TAXES. Federal, State and local income tax and payroll tax of any kind shall not be withheld or paid by Us on behalf of You. Therefore, You understand that You are responsible to pay, according to law, all income taxes or any addition taxes according to Your local, regional or national laws.

IV. ROYALITIES & FEES ~ FOR YOUR SERVICES: COACHING, TRAINING, ETC.

4.1 For Selling Your Services. We will require the following service fees. From time to time We may offer discounts, if these reductions will change the amount You receive as noted below, we will notify You beforehand and ask your permission. We ask that you do not change the fees in which you regularly charge for Your Services in working with us, we trust that our value to you outweighs the Service Fees, as stated below:

Service Fee:

a) 1st 6 months 70% to You. For the first six months of the client engagement, starting with the first paid session or paid encounter, we retain thirty percent, 30%, Service Fee and remit seventy percent, 70%, back to you.

b) 2nd 6 months 80% to You. For the second six months of paid sessions, we retain twenty percent, 20%, Service Fee and remit eighty percent, 80%, back to you.

c) After a year, 90% to You. After one year from the first paid session or paid encounter, we retain a ten percent, 10%, Service Fee and remit ninety percent, 90%, back to you.

4.2 WE MANAGE THE PAYMENT PROCESS FOR YOU. For your convenience, we will manage the billing and payment process for Your Products & Services sold whether the service is provided online or offline.

For Your Services, it is necessary for You to send us the Email Invoice in order for Us to handle the Payment Process. After receiving notification from You via the appropriate Email Invoice, supplied by Us, we will request payment from the Client and remit to You the amount less our Service Fees. We will use best efforts to send payments to you within approximately thirty (30) days after receiving your Email Invoice. In the case where we remit payment to You prior to receiving payment from the Client and the Client does not remit payment or in the case of a Client refund, you will be obligated to return the appropriate funds in less than 30 days of notification of such an occurrence.

4.3 RECEIVING PAYMENT DIRECTLY. In circumstances when the Client remits payment directly to you, you are obligated to remit the appropriate Service Fees as designated in Section 4.1, via Credit Card or via check in US$ sent to the following address:

Coaching Circles. 137 East 28th Street, Suite 2C, New York, NY 10016-8163,

no later than 30 days after receiving payment from the Client. Any failure by You to abide by these terms shall constitute a material breach by You. We will then have the right to immediately terminate this Agreement.

4.4 FUTURE COMMERCIAL CONTACT. You agree that any future commercial contact with any Client attained through Us will require Service Fees to Us for five years commencing the start of your engagement with the Client regardless of whether over the course of the five years you are a part of the Coaching Circles Network or not. All Clients originating via Our Services, but culminating offline, will require Service Fees.

V. ROYALITIES & FEES ~ FOR YOUR PRODUCTS: DOWNLOADS (Audio, Video, Text, etc.)

5.1 For selling Your Products we may engage with third party technology tools and platforms, etc. ("3rd Parties"). A list of these 3rd Parties are on Appendix A. All or a select set of Your Products will be placed on CoachingCircles.com directly or on a technology platform created by iAmplify, a technology company based in New York.

YOUR PRODUCtS ON COACHINGCIRCLES.COM
When Your Products are placed within the CoachingCircles.com ecommerce system, the following terms and conditions apply:

5.2.1 ROYALTIES EQUAL 70% OF NET REVENUE. You will receive 70% of Net Revenue, as defined below, for the sale of the Your Products residing on CoachingCircles.com ecommerce system ("Royalties").

5.2.2 NET REVENUE DEFINED. The following expenses directly relating to the sale of Your Products will be deducted from the sale price of Your Products ("Gross Revenue") in order to derive "Net Revenue". For a detailed example see Appendix B.
Net Revenue = Gross Revenue minus the following:
a) Credit Card Fees: 3%,
b) Returns and refunds: at the exact amount of the price of the original purchase.

5.2.3 ALL ROYALTIES PAID 60 DAYS AFTER END OF QUARTER. Royalties will be paid 60 days after the end of the current quarter.

YOUR PRODUCTS ON iAMPLIFY
When Your Products are placed within the iAmplify platform, the following terms and conditions apply:

5.3.1 EXCLUSIVITY. iAmplify will be the exclusive platform for Your specific Products placed within the iAmplify platform starting June 1, 2006 and ending June 1, 2009.

5.3.2 ROYALTIES EQUAL 20% OF NET REVENUE. You will receive 20% of Net Revenue, as defined below, for the sales of the Your Products residing on the iAmplify platform ("Royalties").

5.3.3 NET REVENUE DEFINED. The following expenses directly relating to the sale of Your Products will be deducted from the sale price of Your Products ("Gross Revenue") in order to derive "Net Revenue". For a detailed example see Appendix B.
Net Revenue = Gross Revenue minus the following:
a) Credit Card Fees: 3%,
b) Affiliate Commissions: these will range from 15% to 35% depending on agreements iAmplify has with 3rd party distributors.
c) Returns and refunds: at the exact amount of the price of the original purchase.

5.3.4 YOU RECEIVE 20% OF GROSS REVENUES AS AN AFFILIATE. You can become an Affiliate by notifying Us via email. We will submit your website URL(s) to iAmplify's Affiliate Program, give you the information necessary to post Your Products along with any other iAmplify products you wish to promote, and you will receive 20% of the Gross Revenue generated from all sales originating from your submitted URL(s).

5.3.5 ALL ROYALTIES PAID 60 DAYS AFTER END OF QUARTER. Royalties will be paid 60 days after the end of the current quarter, as per Our Agreement with and iAmplify. We will pay Your Royalties within 5 business days of receiving payment from iAmplify. If iAmplify sends Us the information earlier than what is defined here, We will still send You Your Royalties within 5 business days of receiving payment from iAmplify.

5.3.7 YOU RECEIVE CUSTOMER INFORMATION. iAmplify will use best efforts to protect the privacy of the customers who purchase Your Products. At no time shall iAmplify sell, rent or disclose any information of the customers who purchased Your Products on the iAmplify platform to any third party besides to Us and to You. The customer information will be sent to Us; and in turn We will send to You on a monthly basis. You have the full right to contact these customers, however, you will need to be respectful in your solicitation, such as, do cannot email them more than 1x per month without their expressed permission and if they request that you take them off your mailing list, You do not email them again. Disregard for these terms will be considered a breech of this Agreement.

VI. COPYRIGHT, EXCLUSIVITY & ACCURATE INFORMATION

6.1 LEGAL & MORAL RESPONSIBILITY FOR YOUR PRODUCTS & SERVICES. You will take full legal and moral responsibility for all information within Your Profile, Your Products & Services, including Your Coaching/Consulting/Advisory work, Your Products and any other audio, text, video, images, etc. provided by You ("All Content"). We hold the right to modify All Content for spelling, grammatical mistakes and other non-significant changes in order to represent You in the best light.

6.2 YOU HAVE FULL INTELLECTUAL PROPERTY RIGHTS & COPYRIGHT. We claim no intellectual property rights including copyright over the material you provide to Us. In turn, You acknowledge that You have the sole copyright for All Content and/or explicit permission to use any and all parts of All Content provided to Us. In addition, You agree to abide by and comply with all intellectual property and other proprietary rights laws, including but not limited to federal and international copyright and trademark laws.

VII. TERM

7.1 EFFECTIVE DATE. The term of this Agreement shall begin as of the date you accept this Agreement "Acceptance Date" and shall continue for a period of two consecutive years with an automatic renewal unless it is terminated earlier in accordance with the terms and conditions stated herein.

7.2 TERMINATION. Either party may terminate this Agreement upon sixty (60) days prior written notice sent to the other party via US postal mail, internationally recognized mail carrier or electronic mail; or immediately as specifically defined herein.

VIII. WARRENTIES & REPRESENTATIONS

8.1 YOU HAVE FULL AUTHORITY. You represent and warrant that You have full power and authority to enter into and perform this Agreement.

8.2 NO ASSIGNMENT. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Our prior, written consent. Any purported transfer, assignment or delegation by You without the appropriate prior written approval will be null and void and of no force or effect.

8.3 INDEMNIFICATION. You will indemnify, defend and hold Us harmless and Our employees, representatives, agents and affiliates against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding(s) brought against Us or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by You hereunder; (b) Your provision of services to any third party, regardless of whether or not they are Clients of any of Our Services and (c) any materials that You have posted to the Service or otherwise provided to Clients; provided that We provide You with written notice of such claim, suit or action and reasonable information and assistance related to defending and/or settling any such claim, suit, action or other proceeding. You represent and warrant that You maintain and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations that apply to the provision of services by You.

8.4 DISCLAIMER. THE SERVICES PROVIDED BY US ARE PROVIDED "AS IS" WITH NO WARRANTY. OUR COMPANY AND OUR AFFILIATES EXPRESSLY DISCLAIM ANY WARRANTY, EXPRESSED OR IMPLIED, REGARDING SUCH SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF USAGE OF THE SERVICE, OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT ANY SERVICES PROVIDED BY US OR OUR AFFILIATES WILL BE FREE FROM BUGS, DEFECTS OR ERRORS, OR ACCESSIBLE WITHOUT INTERRUPTION.

8.5 MISCELLANEOUS. Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.

This Agreement shall be interpreted in accordance with the laws of the State of New York. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Us and You with respect to the subject matter hereof, and You have not relied upon any promises or representations with respect to the subject matter except as set forth herein.

If You are prohibited from providing services to Clients who live in a state, country or providence which is prohibited by law, regulation, treaty or administrative act for any reason including but not limited to trade regulations agreements with the United States and its citizens You may not enter into this Agreement.

Also if you have ever been convicted of a felony in the US or felony equivalent outside the US You may not enter into this Agreement.

CLICK HERE TO ACCEPT OR DECLINE THIS AGREEMENT

ALL INFORMATION BELOW IS PROVIDED TO FURTHER DESCRIBE BY EXAMPLE OR
LIST CERTAIN PROGRAMS OR PARTNERSHIPS, AND THEIR LEGAL REQUIREMENTS,
WE MAY HAVE FROM TIME TO TIME.

APPENDIX A
3rd Party Technology and/or Distribution Tools / Partners

iAMPLIFY
iAmplify, LLC is a New York limited liability company with offices at 45 West 25th Street, 11th Floor, New York, NY 10010 and 1100 Glendon Ave, 17th Floor, Los Angeles, CA 90024. iAmplify mainly provides two services:

1) TECHNOLOGY PLATFORM
Their first service iAmplify provides is a technology platform created specifically to sell audio, video and text downloadable products. We have engaged with iAmplify to offer you the ability to place Your Products with an audio component ("Your Downloads") within their technology platform. The terms and conditions of this service are noted within the main body of this Agreement.

2) DISTRIBUTION NETWORK
The second main service iAmplify provides is a distribution network specifically to sell downloadable products. This network includes being listing on their website: www.iamplify.com. Amplify has specific criteria for being placed within their Distribution Network. If You meet the Required Criteria listed below or at iAmplify's discretion, We will be notified and request permission from You in order to place the Your Downloads into their 3rd party distribution network.

REQUIRED CRITERIA FOR iAMPLIFY’S DISTRIBUTION NETWORK.
If the following "Required Criteria" is met, Your Downloads may be considered for inclusion within the iAmplify website and into iAmplify's 3rd party distribution network ("iAmplify's Distribution Network").
a) You must have an identifiable audience (email list, unique visitors to website) of 250,000 or more or,
b) Total sales of $2,500 or more of the Your Downloads sold off the iAmplify platform per month for 3 consecutive months.

IF YOU AGREE, THE FOLLOWING TERMS WILL BE APPLIED:

ADDITIONAL DEDUCTIONS FROM NET REVEUE.
In addition to the deductions mentioned in this Agreement deriving Net Revenueyou're your Downloads, the following expenses, directly relating to the promotion of Your Downloads ,will be deducted from Net Revenue before deriving "iAmplify Net Revenue"

iAmplify’s Net Revenue = Net Revenue minus the following:
a) Search engine marketing campaigns for Your Downloads,
b) Expenses due to joint press releases about Your Downloads, and
c) Specific product promotion expenses.

MINIMUM # OF DOWNLOADS You will need to provide a minimum of 12-16 of Your Downloads per year to be placed on the iAmplify platform on an annual basis.

EFFECTIVE DATE WITH iAMPLIFY.. If you have chosen to participate in the iAmplify's Distribution Network, then the term of this Agreement shall extend to three years commencing on the date in which you begin commerce with iAmplify's Distribution Network.

iAmplify’s Terms of Service can be found here: www.iamplify.com/agree_client.php

APPENDIX B
EXAMPLE

Here are examples of what you might expect in terms of monetary compensation for your efforts. NOTE: There are three main variables in determining how much you will receive for the sale of Your Products & Services: