Instructor Contract Agreement

DeepFeet Certified Instructor Agreement

Ashiatsu Institute, LLC

DBA: DeepFeet Bar Therapy

Certified Instructor Agreement

March 5th, 2023


WHEREAS, the Company has developed unique proprietary massage therapy programs under the Trademark “Ashiatsu Oriental Bar Therapy”® and “DeepFeet Bar Therapy”®  as well as instructional programs for developing instructors for these programs (collectively referred to as the “Programs” and “Trademarks”).   

WHEREAS, the Certified Instructor is engaged in providing therapeutic massage services and teaching educational seminars at their principal place of business. Certified Instructor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as a certified instructor pursuant to this Agreement.  The instructor is or remains open to conducting similar tasks or activities for clients other than Company and holds themselves out to the public to be a separate business entity. 

 WHEREAS, the Company desires to engage and contract for the services of the Certified Instructor to instruct others in the performance of the Programs as set forth below. 

WHEREAS, the Certified Instructor desires to enter into this Agreement and perform as an Instructor for the Company and is willing to do so on the terms and conditions set forth below.

 NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:


  1. This Agreement commences on the date first written above and shall continue for a period of one year.


  1. This Agreement does not constitute a contract for employment by either party. It is the party's intention that the Certified Instructor shall have an independent contractor status and not be an employee of the Company for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Revenue and Taxation Code relating to income tax withholding at the source of income, the Workers’ Compensation Insurance Code 401(k), all corresponding state laws and regulations, and other benefit payments and third-party liability claims. 
  2. Certified Instructors shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement, subject to the Company’s Instructor Policy & Procedure Manual (the “Instructor Manual”), which is attached as Exhibit A and is incorporated herein by reference. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by the Instructor unless specifically authorized by the Company in writing. Certified Instructor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner unless specifically authorized to do so by the Company in writing.
  3. The Certified Instructor and the Company recognize and agree that the Instructor is not an employee, officer, director, partner or member of the Company and is furnishing the Services solely as an independent contractor. The Instructor will perform the services required under this Agreement, and the manner and means of providing those services are under the sole control of the Instructor. The services provided must, however, meet the approval of the Company and will be subject to the Company’s general right of inspection and supervision to secure satisfactory performance.  The company reserves the right to (a) determine (and modify) the delivery schedule for the Services and (b) to evaluate the quality of the completed Services.  The Certified Instructor may perform services for others during those periods when the Instructor is not performing work under this Agreement for the Company.  None of the benefits provided by the Company to its employees, including but not limited to workers’ compensation insurance and unemployment insurance, will be provided by the Company to the Certified Instructor or to any employee, agent, or servant of the instructor whom the instructor may engage as it believes necessary and appropriate for the performance of the Services.  The Certified Instructor will be solely responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the conduct of the business. The Certified Instructor agrees that it will file federal and state income tax returns either as a business entity or on a Business Schedule C, as appropriate, as part of the instructor’s income tax returns. The Certified Instructor agrees that it is not eligible to participate in any benefit plans of the Company under any circumstances, even if the Certified Instructor should be found to be an employee of the Company by any governmental agency or court.  The Certified Instructor agrees that it will have and maintain health and accident insurance covering the performance of the work contracted in this Agreement and will provide the Company with proof of such insurance on demand by the Company or its management.
  4. Certified Instructor recognizes and understands that it will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Certified Instructor hereby promises and agrees to indemnify Company for any claims, damages, or expenses, including attorney’s fees, and legal expenses, incurred by the Company as a result of the Certified Instructor’s failure to make such required payments.



  1. Certified Instructor agrees not to teach, instruct others, or hold seminars for the disclosure of any part of the Programs unless the following requirements are satisfied:
  2. Attendance at the required instruction by Company or certified instructors authorized by the Company to provide such instruction.
  3. Demonstration of proficiency satisfactory to the Company that the Certified Instructor has met the requirements to become a Certified Instructor.
  4. Certification and accreditation from Company as may be required from time to time.
  5. Certified Instructor shall additionally perform any and all tasks and duties as detailed in the Instructor Procedure Manual. Certified Instructor shall not be entitled to engage in any activities relating to the Programs which are not expressly set forth by this Agreement.
  6. The certified Instructor shall be accountable to Company in regard to the policies and procedures contained in the Instructor Procedure Manual, and Certified Instructor will be required to follow or establish a consistent program to produce workshops on a regular basis. Certified Instructor shall supply all necessary equipment, materials, and supplies except for certain specialty equipment and materials that may be provided by Company.  Certified Instructor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. The company retains the right to inspect, stop, or alter the work of the Certified Instructor to assure its conformity with this Agreement and the quality of the Programs.
  7. The certified Instructor accepts the relationship of trust and confidence established between the Certified Instructor and the Company by this Agreement. Certified Instructor covenants with Company to furnish its best skill and judgment and to cooperate with Company, subcontractors, and to the best extent possible, the tenants, when performing the Services. Certified Instructor shall perform its duties and obligations under this Agreement in an efficient, expeditious, and economical manner, consistent with the best interests of the Company, as made known to Certified Instructor, and in such a manner so as to affect the Services to the reasonable satisfaction of Company within the time periods reasonable set forth by the Company for each assignment. Any dispute regarding the performance of any materials or their installation will be decided by the most current edition of the Residential Construction Performance Guidelines, published by the National Association of Home Builders.


  1. Territories will be devised based on a number of factors, such as population density, prospective therapist count, and geographical count. Company agrees that additional Certified Instructors will not be located within a three-hour drive time from the Certified Instructor’s principal place of business, provided said Certified Instructor holds regularly scheduled training workshops and is producing reasonable volume for the Company.  Certified Instructors may not operate at any locations other than those locations approved by the Company in writing.  


  1. Compensation is set forth in the Instructors Manual, which may be revised at the sole discretion of the Company upon 30 days written notice, and in no case shall the compensation schedules be revised for a student of class after such a student has been registered for a training class and paid their fees. Until such time as the Company implements an online registration system, the Certified Instructor is responsible for collecting fees and forwarding the Company’s portion of the fees.  Certified Instructor is solely responsible for payment of any costs and expenses Certified with the instruction of  Additional charges above and beyond what is deemed reasonable “workshop expense” must be discussed with the Company prior to passing those costs to the consumer.
  2. The company shall have the sole discretion in distributing leads and in the disbursement of coop advertising dollars, and or registration activities if any.


  1. The term of this Agreement shall be a period of one (1) year, and shall automatically renew for additional successive renewal terms of (1) year unless the Company gives notice at least fifteen (15) days before the end of the then existing term, that the Agreement will expire at the end of such term.
  2. This Agreement may be terminated:
  3. By the Company
  4. Immediately, if Certified Instructor fails to perform his/her duties or materially breaches any obligation in the Agreement, and the failure or breach is not corrected within ten business days of receiving written notice from the Company;
  5. Immediately, if Certified Instructor fails to perform its services in a professional manner or with the level of quality that meets the Company’s expectations, which determination is at the Company’s sole discretion; or

iii.        Upon two weeks have written notice.

  1. By the Certified Instructor
    1. Immediately, if the Company materially breaches any obligation in the Agreement and such breach is not corrected within ten business days of receiving written notice from the Certified Instructor; or
    2. Upon two weeks have written notice.
  2. Termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, inequity or under this Agreement. The Parties’ rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.


  1. Certified Instructor acknowledges that Company is the owner of the Programs and all Certified intellectual property rights and trademarks. The Agreement does not grant the Certified Instructor any rights, licenses, or interest in the Programs except as specifically set forth in the Agreement.
  2. During this Agreement and for all time following termination of this Agreement, the Certified Instructor agrees not to disclose or communicate, in any manner, either during or after the Certified Instructor’s agreement with the Company, information about the Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, products, services, methods, techniques, compositions, processes, financial data, marketing, and pricing information or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or another form of proprietary information of Company. Certified Instructor acknowledges that the above information is material and confidential and that it affects the profitability of the Company. Certified Instructor understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. To the extent Certified Instructor feels they need to disclose confidential information, they may do so only after obtaining written authorization from Company. 
  3. Certified Instructor agrees that in the event of a breach of the confidentiality and proprietary provisions of the Agreement, damages would be difficult to ascertain and agrees that a financial payment of liquidated damages of not less than ninety percent (90%) of all gross revenues from the date of infraction, received for the Programs by Certified Instructor as compensation for such breach, in addition to the payment of Company’s reasonable attorney's fees to recover said liquidated damages. This payment is in addition to all other cumulative and injunctive remedies available for such breach.


  1. The Certified Instructor and its owners, shareholders, or partners agree that during the term of this Agreement and for a period of 36 months after the termination of this Agreement, the Certified Instructor will not compete directly or indirectly with the Company in any form or manner, alone or as a sole proprietor, an employee, a consultant, an owner, a partner, an officer, a director, a shareholder, a member, an adviser, or an agent or in any way connected with any business in competition with the Company within the United State of America.


  1. The Certified Instructor agrees that during the term of this Agreement and for a period of 36 months after the termination of this Agreement, the Certified Instructor, its employees, or agents will not directly or indirectly solicit the customers or prospective customers of the Company in any form or manner, alone or as a sole proprietor, an employee, a consultant, an owner, a partner, an officer, a director, a shareholder, a member, an adviser, or an agent or in any other way connected with any business in competition with the Company.


  1. On termination of this Agreement, each party shall immediately deliver (at the returning party’s sole expense) to the other party all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to, proprietary information, customer lists, educational videos, trade secrets, intellectual property, computers, equipment, tools, documents, plans, recordings, software, and all related records or accounting ledgers.



  1. Any notice to be given hereunder by any party to the other may be effected either by personal delivery in writing, 1stclass mail, or email. Notices delivered personally or emailed shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of three (3) days after mailing.  Certified Instructor agrees to keep Company current as to their business and mailing addresses, as well as telephone, facsimile, e-mail, and pager numbers.


23.  If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements incurred either before or after judgment in addition to any other relief to which such party may be entitled.


  1. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.
  2. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement will be brought against any of the parties in Multnomah County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue.


  1. The Certified Instructor agrees to indemnify the Company against all liability or loss, and against all claims or actions based on or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of this Agreement or by conditions created thereby, or based on any violation of any statute, ordinance, or regulation and agrees to indemnify the Company against the cost of defending any such claims or actions. The Certified Instructor will indemnify the Company against all liability in connection with and will assume full responsibility for, payment of all federal, state, and local taxes and contributions or premium charges required under workers’ compensation, unemployment insurance, Social Security, and income tax laws with respect to the Certified Instructor or any agent or employee of the Certified Instructor.


  1. This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, between the parties hereto, except any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, Indemnification, or Arbitration Agreement. This Agreement contains all of the covenants and Agreements between the parties, except for those set forth in any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, or Arbitration Agreement. 


  1. Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed, and dated by all parties hereto.


  1. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.


  1. This Agreement may be executed by the parties in multiple counterparts, each of which shall constitute an original, and all of which when taken together shall constitute one and the same instrument. A counterpart signed and transmitted by facsimile or electronically as a .pdf file is to be treated as an original document, and the exchange of counterparts signed by all of the parties shall constitute a binding and enforceable agreement.  The signature of any party thereon, for purposes hereof, is to be considered the same as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. The parties further agree to waive the right to assert that such copies fail to comply with the “Best Evidence Rule” embodied in Section 1002 of the Federal Rules of Evidence.


  1. The Certified Instructor agrees that it is an independent contractor: (1) does not work exclusively for the Company; (2) is not paid a salary or hourly rate by Company; (3) is not required to work any particular set hours other than what is described as the schedule of said workshops; (4) is not provided with ordinary tools of the Certified Instructor’s trade; (5) is not entitled to receive benefits under Company’s Worker’s Compensation policy; and (6) is responsible for its own income tax withholding and reporting.


The parties enter into this Agreement as of the date first written above.

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Signed by Nancy DeLong
Signed On: March 5, 2023

Signature Certificate
Document name: Instructor Contract Agreement
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May 20, 2021 7:48 pm PDTInstructor Contract Agreement Uploaded by Nancy DeLong - IP