3D Apex PFT - RBJ Apprenticeship


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RBJ Financial Group Professional Apprenticeship and Mentoring Services Agreement

This Professional Apprenticeship and Mentoring Services Agreement, made effective as of (the "Effective Date"), is entered into between Roger Khoury and RBJ Financial Group (A Wholly Owned Subsidiary of Sunrise LLC), a Delaware company (the “Mentor”), and (the “Student”).

RECITALS

A. The Mentor is in the business of providing consulting and mentoring services in the field of financial markets trading and investing, to enable the Student to successfully engage in analyzing, forecasting, and trading the world’s financial markets.

B. The Student wishes to engage the services of the Mentor to provide consulting and mentoring services for the purpose of initiating, managing, and exiting both short-term and long-term investment (trading) positions in the world’s financial markets.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

  1. Term: This Agreement will commence 3 business days after (the “Commencement Date”) with payment confirmation. Any delay in payment will delay access to proprietary training materials and Mentoring services.  Access will remain in effect for 90 days from the Commencement Date, at which point the Student will have the option of extending the Apprenticeship and Mentoring relationship via a monthly retainer (agreed upon separately). In so doing, the Student maintains access to the Mentor for the purposes of refining and mastering the specialized skill-set of the proprietary analysis model and trading methodology.
  2. Services: The Mentor will instruct the Student on the proper implementation of the proprietary analysis model and trading methodology known as the 3D Apex Predictive Failure Technology® and Trading Methodology. The proprietary analysis and trading methodology include techniques such as: forecasting, probability and risk assessment, market structure, dependable directional bias, entry and exit strategies (for both short and long positions); specialized approach of managing risk; the ability to engage the market in any time frame, regardless of condition (i.e. sideways markets, up trending markets, and down trending markets) and other such related curriculum as may be determined by the Mentor to be useful in assisting the Student to achieve his/her financial market trading/investment goals.
    a. Use of Agents or Assistants: The Mentor may employ any agents or assistants that the Mentor deems reasonably necessary to assist the Mentor in performing its responsibilities under this Agreement. The Mentor will be responsible for the cost of the services of these agents or assistants unless otherwise agreed to in writing between the Student and the Mentor.
    b. Devotion of Time: The mentoring services under this Agreement are both time intensive and on-going in nature. The Mentor will provide a reasonable amount of time to the Student to acquire specialized financial market trading and investing knowledge. The Mentor will use best efforts to provide the Student with appropriate instruction and support to achieve the Student’s goals.
  3. Single End User License Fee: The Student will pay the Mentor a one-time End User License Fee of $50,000.00 at the time of signing this Agreement. The End User License Fee provides privileged access to the proprietary analysis, forecasting, and trading methodology (3D Apex Predictive Failure Technology® and Trading Methodology), the necessary acquisition of this skill-set including, but not limited to the necessary training materials, resources, indicators, tools, software, content files, instruction sets, any related documentation, and admittance to the Apprenticeship and Mentoring program. NOTE: Certain vendors may require additional and separate fees for the use of their software, platform and services which are not covered by this license fee, nor is it the Mentor's responsibility to supply third-party and other related services or platforms in order to implement the skill-set and proper execution of the proprietary analysis, forecasting and trading methodology. These additional fees are regarded as a cost of doing business (i.e. overhead) and are therefore, fully the responsibility of the Student.  The Student agrees that the Single End User License Fee is earned at the time the Student and Mentor enter into this Agreement. The Student further understands that the Single End User License Fee is non-refundable. If the Student has a partner that will be granted the same privileges and access as the Student with a separate or waived fee arrangement with the Mentor, the partner must still sign a copy of this agreement for their partnered access.
  4. Intellectual Property and Proprietary/Confidential Information: The Student acknowledges that the Mentor will share with the Student intellectual property and proprietary/confidential information and strategies developed by the Mentor regarding financial market trading and investment, and will provide the Student with proprietary and confidential materials developed by the Mentor. The information, strategies, and materials were developed by the Mentor through the investment of significant time, effort and expense, and the information is a valuable, special and unique asset of the Mentor, which provides the Mentor with a significant competitive advantage. For purposes of this Agreement, the term “Confidential Information” means any information which is proprietary to the Mentor, which is not generally known to the public, and which the Student obtains through direct or indirect contact with the Mentor. Confidential Information includes, but is not limited to, trading/investing philosophies, concepts, principles, processes, strategies, unique terms, risk management strategies, techniques, tactics, specialized know-how, indicators and their settings, trade secrets, and any other information relating to the trading/investment methodology developed by the Mentor, whether such information is provided in written, oral, graphic, pictorial, or recorded form (audio and/or video). All information furnished to the Student by the Mentor, whether physical in nature, electronic, or internet/cloud-based will be considered Intellectual Property, Proprietary, and Confidential Information, unless otherwise expressly indicated in writing.
  5. Non-Disclosure of Intellectual Property and Proprietary/Confidential Information: The Student will not disclose, and will use his/her best efforts to prevent the unintentional disclosure, of Intellectual Property and Proprietary/Confidential Information to any third party, unless the Mentor expressly consents in writing to the disclosure. The Student’s responsibility to not disclose Intellectual Property and Proprietary/Confidential Information will continue indefinitely at the expiration of this Agreement.
  6. Breach of Confidentiality: If the Student breaches, or threatens to breach, his/her duty to maintain the confidentiality of the Confidential Information, then the Mentor will have the following rights and remedies, in addition to any other rights and remedies available to the Mentor at law or in equity:
    a. Injunctive Relief/Specific Performance: the Student acknowledges and agrees that: (i) the restraints imposed on him/her under this Agreement are no greater than reasonably necessary to preserve and protect the Mentor’s legitimate business interests; (ii) the restraints against disclosure of the Confidential Information will not impose an undue hardship upon the Student; and (iii) any disclosure of Confidential Information by the Student will be unfair to the Mentor, will cause irreparable injury to the Mentor, and monetary damages will not provide an adequate remedy to the Mentor. Accordingly, the Student agrees that the Mentor may, in addition to pursuing any other remedies, obtain such equitable and injunctive relief (including, but not limited to, preliminary and permanent injunctions and specific performance) from any court to prevent the Student’s disclosure of Confidential Information, without the necessity of any proof of actual damages and without the necessity of obtaining or posting a bond or undertaking.
    b. Accounting and Indemnification: If the Student fails to maintain the confidentiality of Confidential Information as provided in this Agreement, the Mentor will have the right to require the Student (i) to account for and pay over to the Mentor all compensation, profits or other benefits derived or received by the Student or by any associated party deriving such benefits as a result of any breach of the duty of confidentiality; and (ii) to indemnify the Mentor against any other losses, damages (including special and consequential damages), costs and expenses, including actual attorney fees and court costs, which may be incurred by the Mentor and which result from or arise out of any breach or threatened breach of the duty of confidentiality.
  7. Assignment of Improvements to Confidential Information: the Student agrees that any enhancements or improvements to the Confidential Information, whether developed by the Mentor or the Student, will remain the sole property of the Mentor. The Student agrees that he/she will promptly inform the Mentor of any improvements to the Confidential Information that are developed by the Student, and the Student hereby assigns to the Mentor all right, title and interest the Student may have in any such improvements or enhancements to the Confidential Information.
  8. Indemnification: the Student will indemnify and hold the Mentor harmless from any liability, damage, or expense arising from any claim asserted by a third party related to the services provided to the Student by the Mentor. The Student’s obligation will extend to indemnification of the Mentor’s officers, directors, shareholders, employees and agents, and will include indemnity for attorney’s fees and costs incurred in connection with any such third party claim. This indemnification obligation will survive termination or expiration of this Agreement.
  9. No Warranty: It is impossible to control how anyone will apply themselves, therefore the Mentor does not warrant or guarantee that the Student will earn any specific level of profits as a result of the Mentoring services. Financial market trading/investment strategies do not ensure a profit and do not protect against losses in declining markets without the Student diligently and properly following the proven process that enables the Student to control and limit negative events in order to achieve an overall positive outcome over the long term. The Student should consult his/her own legal counsel, accountant or other professional advisor as to legal, tax and related matters. The Student represents and warrants that that he/she has consulted, or has had the opportunity to consult, his/her legal counsel, accountant or other advisor prior to entering into this Agreement.
  10. No Joint Venture: This Agreement does not constitute a joint venture, agency relationship, or a partnership of any kind between the Student and the Mentor, and none will be implied by the terms of this Agreement.
  11. Waiver: Any failure by either party to enforce any term of this Agreement will not be considered a waiver of that party’s right to subsequently enforce each and every term of this Agreement.
  12. Sections and Other Headings: The section and other headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretations of this Agreement.
  13. Typewritten or Handwritten Provisions: No handwritten or typewritten provisions inserted in this Agreement by either party may be considered valid.
  14. No Assignment: The Student may not assign or delegate his/her rights and obligations under this Agreement without the prior express written consent of the Mentor.
  15. Binding on Successors: This Agreement will be binding on and inure to the benefit of the Student and the Mentor, and their respective heirs, executors, administrators, legal representatives, successors, and assigns (if the Mentor consents in writing to assignment under Section 15).
  16. Legal Fees: In any legal action or proceeding related to this Agreement, the prevailing party will be entitled to recover attorney fees and all other costs incurred in such a proceeding.
  17. Governing Law/Venue: The terms of this Agreement will be governed by the laws of the State of Delaware. This Agreement is entered into in San Dimas, California. The Student understands and acknowledges that most of Mentor’s services are performed in and provided to the Student primarily online or generally within the City of San Dimas or County of Los Angeles. The Student and the Mentor agree that the state or federal courts located in the State of Delaware will have personal jurisdiction over them, and specifically consent and submit to the exclusive jurisdiction of the courts of the State of Delaware in any litigation related to this Agreement.
  18. Amendment: This Agreement may only be amended or modified by in writing and signed by both the Student and the Mentor.
  19. Severability: If any provision of this Agreement is found to be unenforceable, the provision will be deemed severed from this Agreement, and will in no way affect the validity or enforceability of the remaining provisions of the Agreement.
  20. Survival of Obligations: Any obligations that accrue prior to the expiration of this Agreement, which remain to be performed after expiration of the Agreement, will survive expiration of this Agreement.
  21. Further Assurances: The parties agree to perform any further acts and to sign and deliver any further documents which may be necessary or appropriate to carry out the purposes of this Agreement.
  22. Entire Agreement: This Agreement contains the entire agreement of the parties, and supersedes any other agreements between the parties, either oral or in writing, relating to the subject matter of this Agreement. No other agreement, statement, or promise relating to the subject matter of this Agreement that is not contained in it will be valid or binding.
  23. Counterparts: This Agreement may be signed in counterparts, with signatures transmitted electronically. The counterparts and electronically transmitted signatures will be deemed to be one and the same document when each party has signed one such counterpart.

I certify that I have read this document carefully in its entirety on , and understand its contents, and have no further questions or conflicts pertaining to the information contained within.

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Document name: 3D Apex PFT - RBJ Apprenticeship
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January 8, 2016 1:03 am EST3D Apex PFT - RBJ Apprenticeship Uploaded by Roger Khoury - contact@rbjfinancialgroup.com IP 2605:e000:1419:417c:0:1476:d787:995c
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