Coach Contract For Australia and New Zealand 
                               between 
                       Metabolic Balance National License Holder  
                              represented by 
                   Wills Health Services PTY Ltd ATF The Wills Family Trust  
                         (hereinafter referred to as “WHS”) 
                                And 
                       ………………………………………………. 
                         (hereinafter referred to as “Coach”) 
     
                               Preamble 
    WHEREAS, Metabolic Balance Gmbh & Co KG (“Metabolic Balance®”), (Reg. No. HRA97601) of Bgm.-Hallwachs-Str. 8, 
    84424 Isen, Germany a company duly incorporated pursuant to the laws of the Republic of Germany  
    WHEREAS, Metabolic Balance Gmbh & Co KG (“Metabolic Balance®”), owns certain scientific, technical, intellectual or other 
    information and/or rights in any form whatsoever, whether electronic or otherwise, relating to methods, processes, formulae, 
    compositions, systems, techniques, product information, inventions, trade secrets concerning a metabolism program which has a 
    correcting influence on important parameters of metabolic syndrome (overweight, diabetes, diabetic metabolic condition, lipid 
    metabolic disorders) (hereinafter referred to as  “Know How”). On the basis of this Know How, Metabolic Balance® has 
    developed a software program which, after certain blood values and additional patient data have been entered, creates 
    Nutritional Plans that are individually adapted to the patient in question (hereinafter referred to as Nutritional Plan). Metabolic 
    Balance® has granted the exclusive right for the national territory of Australia and New Zealand to the Metabolic Balance® 
    NLH. The Coach wishes to make use of the Know How held by Metabolic Balance® and the Metabolic Balance® brand in 
    Australia and New Zealand for the purpose of advising and supporting his/her clients. 
                                  
                          Section 1 General Provisions 
    1)  Persons signing on behalf of WHS and the Coach hereby warrant and represent that they have authority to execute this 
      agreement on behalf of the party for whom they have signed. 
    2)  The Coach warrants and represents that it has the necessary licenses, permits and governmental approvals that may be 
      necessary for the Coach to perform its obligations under this agreement for which the Coach acknowledges that such is the 
      Coach’s sole responsibility and no advice or representation has been given by WHS and relied upon by the Coach. 
    3)  The Coach further represents and warrants that it shall if it has not already obtained, at its expense, obtain any and all 
      licenses, permits and governmental approvals that may be necessary for it to perform any or all of its obligations under this 
      Coach Agreement for which the Coach acknowledges that such is the Coach’s sole responsibility and no advice or 
      representation has been given by WHS and relied upon by the Coach. 
    4)  The Coach agrees to do all things reasonably requested by WHS (including joining as a party to legal proceedings), to assist 
      WHS in any legal or other enforcement action against a third party in relation to alleged patent infringement subject to any 
      and all costs relating to such actions to be funded and paid for by WHS. 
    5)  If any portion of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall and will remain 
      enforceable and valid without the unenforceable portion(s).  
                                  
                           Section 2 Duties of WHS 
    1)  For the term of this Contract, WHS grants to the Coach a simple right of use of the trademark “Metabolic Balance", reg. no. 
      1394760 for the territory of Australia and New Zealand (hereinafter referred to as the Contractual Territory) in order to 
      advertise the Coach's services (e.g. visiting cards, letter head), whereby the Coach shall abide by the design requirements of 
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      WHS in relation to the way the trademark is reproduced as set out in Annex 5. Any use over and above this and any deviating 
      design elements shall be agreed beforehand with WHS. The Coach may use the trademark in advertising materials only with 
      the prior agreement of WHS, unless the Coach uses ready-made advertising materials offered by WHS for download on its 
      Internet site. 
    2)  WHS shall issue a personal access code to the Metabolic Balance® website to the Coach from which the Coach shall be able 
      to download further materials / information and Nutritional Plans.  
    3)  WHS shall include the Coach with his/her name and contact details in the list of coaches on the Metabolic Balance® website. 
    4)  The Coach shall be entitled to take part in regular WHS training and continuing professional development. The conditions of 
      such participation shall be detailed in specific cases. 
    5)  WHS shall use the stored patient data exclusively for the purpose of the creation of Nutritional Plans. Any use over and above 
      this, in particular for advertising/marketing purposes, shall be through prior notification to the Coach. In other respects, the 
      statutory data protection and privacy laws apply. 
                                
                        Section 3 Duties of the Coach 
     
    (1)  The Coach shall provide his/her coaching services to the client in person in the framework of at least five personal sessions, 
      given that personal coaching of the client by the Coach is a key quality feature of the Metabolic Balance® program. This 
      constitutes a fundamental contractual duty for the Coach.  
    (2)  The Coach shall provide his/her coaching services exclusively in compliance with the treatment guidelines enclosed as Annex 
      1. This constitutes a fundamental contractual duty for the Coach. If necessary on medical or other grounds, WHS is entitled at 
      any time to modify or adapt the requirements indicated in Annex 1 to this Contract. The Coach undertakes to implement the 
      amended requirements immediately. 
    (3)  The Coach shall take appropriate measures to protect passwords and access codes as referred to in section 2(2) against 
      unauthorized access by third parties and shall not disclose these to third parties. The Coach shall keep in a secure place data 
      carriers with the copies of the passwords and access codes that he/she has prepared. The Coach shall point out to his/her 
      employees that the preparation of copies over and above the contractually agreed extent is not permitted.  
    (4)  The Coach shall pay to WHS an annual membership subscription in accordance with the price list attached as Annex 2 in 
      January of each calendar year. Upon payment for the introductory course for Coaches, the membership fee for the calendar 
      year in which the introductory course has taken place is deemed to have been paid. The Coach shall pay the prices as shown 
      in the price list attached as Annex 2 for the Nutritional Plans called up.  
    (5)  The Coach agrees to make all payments to WHS related to this agreement by bank transfer, an online method contained on 
      the Metabolic Balance® website or otherwise as directed by WHS in writing. 
    (6)  The Coach shall take part in training courses organized by WHS. Participation serves to ensure the quality of the services 
      provided by the Coach to clients and constitutes a fundamental contractual duty. 
    (7)  The right of use accorded under Section 2(1) does not entitle the Coach to use the trademark as a part of any internet domain 
      name (second-level domain). The Coach shall not register, or have registered or operate, any domains with the trademark as 
      part of the domain name. The Coach also undertakes not to register any domains which contain the words "metabolic". 
      Neither shall the Coach be entitled to use the designation "Metabolic Balance" and/or "metabolic" – whether in combination 
      with other words or alone – as a corporate design or as part of the Coach's corporate design. 
    (8)  If the Coach exercises the right of use under section 2 (1) for the contents of the Coach's own website, the Coach shall be 
      entitled to design such presentation in accordance with the uniform guidelines for coach websites in Annex 6. Coaches who 
      alternatively operate an individually designed website shall ensure that the content, structure, and visual appearance of any 
      such individual website are designed in a significantly different way than the www.metabolic-balance.com website or any 
      other related Metabolic Balance® international websites and uniform to the guidelines for coach websites in Annex 6 herein. 
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                   In any event, the Coach shall 
                   a) provide visitors to the website with easily recognizable, immediately accessible, and constantly available indications 
                   that their website/s is/are not a Metabolic Balance® website or WHS website,  
                   b) provide an easily recognizable, immediately accessible, and constantly available link to  
                   au.metabolic-balance.com and 
                   c) observe the binding requirements for the use of the trademarks as set out in Annex 5 to this contract. 
          (9)  If the Coach uses the Metabolic Balance® trademark for search machine optimization as a keyword for his/her own website, 
              it must be clearly evident from the text presented for the result display in the search engine that the website in question is that 
              of the Coach and not of Metabolic Balance® or WHS itself. 
          (10) The right of use accorded under Section 2(1) does not entitle the Coach to use the trademark as a part of an email address. 
              The Coach shall refrain from doing so. 
          (11)     Within this agreement, the Coach is only given specific and listed rights. The Coach is not permitted to issue any 
          statement or engage in any publicity with any form of the media. The Coach is required to obtain WHS’s prior written permission 
          before carrying out the aforementioned activities. The Coach also agrees to direct any request from the media through to WHS. 
          (12)     The Coach will not enter, conduct or publish any study in relation to Metabolic Balance® or WHS without written 
          consent of WHS. 
          (13)     The Coach agrees to WHS carrying out quality control measures at any time. In this respect and for the purposes of 
          quality control, WHS shall in particular be entitled to request any publicly available marketing materials, such as websites and 
          flyers be amended, attend client consultations or, with the client's permission, to ask clients, either during or after the program, 
          about their opinion of the quality provided by the Coach or the applied method. The Coach shall provide its services in accordance 
          with the internal quality management program for the quality label (Annex 1) and the annual review. The Coach shall provide its 
          services in accordance with both legal and ethical marketing standards. 
          (14)     The Coach agrees that WHS reserves the right to provide a mandatory laboratory for the necessary blood analysis to be 
          used exclusively for all clients in the future. 
          (15)     The Coach shall not actively acquire any clients who are resident outside the Contractual Territory. The Coach may 
          answer, however, inquiries from clients who are resident outside the Contractual Territory, and may then also provide them with 
          the program.  
          (16)     The Coach shall be responsible for charging the client for his/her services and in particular for tax related matters. 
          (17)     The Coach shall ensure that all client records relating to metabolic balance shall be maintained securely in accordance 
          with the Australian Privacy Act 1988 (Cth) as amended under the Privacy Amendment (Private Sector) Act 2000 and the various 
          State Privacy Acts. 
          (18)     The Coach is explicitly authorized to provide remote coaching provided that the scope and quality of such remote 
          coaching corresponds to that of highly personal on-site coaching as referred to in Annex 1 of this Coach Agreement. 
          (19)     The Coach agrees to make no statements to any third party that could possibly be reasonably taken as a representation 
          that the Coach has authority to act or speak for or represent WHS. 
          (20)     The Coach agrees to indemnify and hold WHS harmless from any demands, claims, legal actions by third parties arising 
          out of or in any way related to the actions or omissions of the Coach arising out of or in any way related to the performance of this 
          agreement. 
          (21)     The Coach shall at all times, including during any dispute, by any communication method, direct or indirect (including 
          social media) remain courteous and professional towards clients, MB employees, other Coaches, WHS and members of the public.  
                    
                                                   Section 4 Voluntary services provided by WHS 
           
          (1)  The Coach shall be entitled to take part in the WHS bonus program attached as Annex 3. 
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    (2)  WHS shall be entitled at any time to modify or cancel voluntary payments. In such cases WHS shall inform the Coach, 
      through a written notification, concerning the modification. The Coach shall then exceptionally be entitled, within a period of 
      4 weeks of receipt of the notification of modification, to terminate the Contract without notice through an additional 
      extraordinary written notice. If the Coach does not exercise the right of termination through the aforementioned extraordinary 
      notice, the modification shall become effective upon expiry of the 4-week notice period, unless any other date is indicated in 
      WHS’s notification. 
                                
                        Section 5 Secrecy of Know How 
     
    (1)  “Confidential Information” shall mean, scientific, technical, intellectual or other information in any form whatsoever, whether 
      electronic or otherwise, relating to methods, processes, formulae, compositions, systems, techniques, product information, 
      inventions, know-how, trade secrets, design rights, machines, computer programs, software, development codes and research 
      projects; business plans, co-developer/collaborator identities, data, business records of every nature, client lists and client 
      database, pricing data, project records, market reports, sources of supply, employee lists, business manuals, policies and 
      procedures, information relating to technologies or theory and all other information which may be disclosed by WHS to the 
      Coach which the Coach may be provided access by WHS, whether stored electronically or otherwise; all information which is 
      deemed by WHS to be confidential information or which is generated as a result of or in connection throughout the term of 
      this Agreement with WHS and which is not generally available to the public; and all copies, reproductions and extracts 
      thereof, in any format or manner of storage, whether in whole or in part, together with any other property of WHS made or 
      acquired by the other party or coming into their possession or control in any manner whatsoever. 
    (2)  The Coach shall treat with secrecy all Confidential information or other knowledge acquired about fundamentals, working 
      methods, manufacture, new development, improvements and other technical or commercial data relating to the Know How or 
      the contractual implementation of related operational activities which is exchanged or will be exchanged under this Contract 
      prior to or during the term of the Contract, even where such information or knowledge is not explicitly referred to as secret or 
      confidential.  
    (3)  The Coach shall only make information within the meaning of the above Section 5(2) available to those of its employees 
      whose knowledge of the same is absolutely unavoidable and for the efficient operation of the Coach’s business. 
    (4)  The duty to keep confidential, Confidential Information shall extend beyond the term of this Contract until such time as the 
      Know How has become common knowledge. 
     
                        Section 6 Status of trademarks 
                                
    (1)  WHS disclaims all warranty for the eligibility for protection of the trademarks under section 2 (1) and also disclaims all 
      warranty that the trademarks do not violate any third-party intellectual property rights. WHS warrants according to the best of 
      its knowledge and belief that it is not aware of any legal defects in the contractual proprietary or personal rights or rights of 
      third parties constituting an obstacle to the contractual terms herein. 
       
                        Section 7 Term and termination 
                                
    (1)  This Contract shall come into force upon signing by the contracting parties and shall continue in effect until the end of the 
      calendar year in which it is signed. Thereafter, the Contract shall be extended by one calendar year at a time unless it is 
      terminated subject to a period of notice of 6 weeks to the end of the calendar year. 
    (2)  The Contract may be terminated extraordinarily without notice for good cause in compliance with the provisions of relevant 
      law. Good cause for extraordinary termination by WHS includes but is not limited to instances in which the Coach breaches a 
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