Coaching Client Agreement - Template, Sample Form Pro · US-law

COACHING CLIENT AGREEMENT

This Coaching Client Agreement (hereinafter the "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between the following parties:

________, hereinafter referred to as "Coach," having an address as follows:

________
Email: ________

and ________, hereinafter referred to as "Client," having an address at:

________
Email: ________

Coach and Client are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Client desires to engage the Coach to provide certain professional, non-clinical coaching services, as more fully described herein;

WHEREAS, the Coach is skilled, experienced, and capable in the areas in which the Client seeks coaching and is willing to provide such services to the Client; and

WHEREAS, the Parties wish to set forth the terms and conditions governing their relationship.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1 — SCOPE

This Agreement sets forth the terms and conditions whereby the Coach agrees to provide professional coaching services (as described below, the "Services"). The Coach is engaged for the limited purpose of providing these Services to the Client and for no other purpose.

Article 2 — INDEPENDENT CONTRACTOR; NO EMPLOYMENT

The relationship of the Parties under this Agreement is that of independent contractors. Neither Party is, by virtue of this Agreement, an agent, employee, partner, joint venturer, or legal representative of the other. Neither Party shall have the power or authority to control the activities or operations of the other, nor to bind, obligate, or incur any liability on behalf of the other, except as expressly provided herein. The Coach shall be solely responsible for the manner and means of performing the Services.

The Client may authorize the Coach to act as an authorized representative in certain limited circumstances under this Agreement, provided that any such circumstances are agreed to by both Parties in writing in advance.

Article 3 — NATURE OF THE COACHING RELATIONSHIP

The coaching relationship is one in which the Coach assists the Client in identifying and pursuing the Client's potential within the focus areas of the engagement. The Client acknowledges and agrees that:

a.) The Client is solely and exclusively responsible for the choices the Client makes in connection with this coaching relationship, including any decisions made in reliance upon the Coach's recommendations or input;

b.) The Client is solely and exclusively responsible for the Client's own mental health, physical health, financial decisions, business decisions, and any other actions or inaction the Client chooses to take;

c.) The Coach is not liable for any result, non-result, or any consequences arising from the Client's relationship with the Coach, except as may not be excluded under applicable law;

d.) Coaching is not, and shall not be construed as, a therapeutic, psychological, psychiatric, medical, legal, financial, investment, accounting, or other licensed professional service. The Coach does not diagnose, treat, or provide therapy or medical advice. The Client is solely responsible for procuring any such licensed professional services at the Client's own discretion and expense.

Article 4 — DESCRIPTION OF SERVICES

The Client hereby engages the Coach, and the Coach accepts such engagement, to provide the following coaching Services to the Client:

________

The Coach and the Client will use the following methods of contact for meetings throughout the coaching relationship:

________

The Coach may agree in a separate written document to expand the scope of the Services to include additional tasks. Such written document may be informal, such as an email, and shall set forth any additional fees, as applicable.

Article 5 — REPRESENTATIONS AND WARRANTIES

The Coach represents and warrants that the Coach has the knowledge, skills, and experience necessary to provide the Services, and that the Coach will provide the Services in a professional and workmanlike manner. The Coach agrees that during the term of this Agreement, the Coach will provide the Services at the reasonable request of the Client.

The Coach represents and warrants that the Coach maintains the following certification: ________. The Coach acknowledges and agrees that maintaining this certification is a material inducement for the Client to enter into this Agreement.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS," AND THE COACH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE CLIENT WILL ACHIEVE ANY PARTICULAR RESULT.

Article 6 — NON-EXCLUSIVITY

The Coach may be engaged or employed in any other coaching business, trade, profession, or activity that does not place the Coach in a direct conflict of interest with the Client. The Client expressly acknowledges and agrees that the Coach may be engaged or employed with any other business or industry, including, if applicable, the Client's direct competitors.

Article 7 — AVAILABILITY AND SCHEDULE

The Coach and the Client agree to hold coaching meetings on the following dates and times:

________

The length of each coaching meeting shall be: ________. The Parties agree to the following total number of meetings under this Agreement: ________.

The Coach and the Client may agree to a change of schedule by an additional written document, and may also agree to adjust any meeting on a per-meeting basis.

Article 8 — HOLIDAYS

The Coach will be unavailable on the following holidays:

________

Article 9 — FEES AND EXPENSES

The Client will be billed through an invoicing system on an hourly basis, with invoices to be sent ________.

The hourly rate for the Coach shall be: $________ (________). The hourly rate shall include all forms of communication, including meetings, calls, and emails.

Payment shall be made within the following period after receipt of an invoice: ________. For past-due invoices, a late fee shall apply as follows:

________

Notwithstanding the foregoing, no late fee, interest, or other charge shall exceed the maximum amount permitted by applicable law, and any such charge in excess thereof shall be reduced to the maximum lawful amount.

The Services will commence upon execution of this Agreement and upon the Coach's receipt of the following retainer: $________ (________). Billing will be assessed against the retainer until it has been exhausted, after which the Client shall replenish or pay invoices as set forth herein.

Article 10 — CANCELLATION AND RESCHEDULING POLICY

Either Party may, from time to time, need to cancel or reschedule a coaching meeting. If the Coach is responsible for the rescheduling, the Coach will become available to the Client at the earliest possible opportunity within ten (10) business days. If the Client is responsible for the cancellation or rescheduling, the Client agrees to notify the Coach no less than twenty-four (24) hours prior to the scheduled meeting. If the Client cancels or reschedules within the 24-hour period, the Client agrees to pay the full amount required for the meeting, if requested by the Coach (at the Coach's sole and exclusive discretion). The Parties will then attempt to reschedule the meeting in good faith.

Article 11 — REFUND POLICY

The Client may be permitted a refund of amounts paid under this Agreement in certain circumstances. The refund policy is as follows:

________

Article 12 — RECORD RETENTION POLICY

The Parties acknowledge and agree that they have specifically discussed the Coach's record retention policy. The Coach will maintain communications, documents, information, and notes related to the Client, in a manner most convenient for the Coach, for the following period: ________.

Article 13 — TAXES

Each Party shall be solely responsible for all of its own federal, state, and local taxes arising from this Agreement and the compensation paid hereunder. As an independent contractor, the Coach acknowledges that no income, social security, or other taxes will be withheld or paid by the Client, and that the Coach shall be responsible for all self-employment taxes and any applicable reporting (including the issuance and receipt of IRS Form 1099, as applicable).

Article 14 — RESPONSE TIME

The Client agrees to respond to the Coach no later than the following period after being contacted: ________.

In the event of an emergency or other similar conflict, the Coach will give the Client as much notice as reasonably possible if there is the possibility of an interruption to the Services, whether such interruption is temporary or long-term.

Article 15 — CONFIDENTIALITY

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Confidential information under this Agreement shall specifically exclude: (1) information that is generally known to the public or to the Client's industry; (2) information freely given by the Client to any third party; (3) information received by the Coach from any source other than the Client; (4) information in the Coach's possession prior to this Agreement; (5) information developed independently by the Coach; (6) information received by the Coach from the Client that indicates an imminent risk of harm to the Client or another individual; or (7) information concerning any illegal activity.

Article 16 — TERM AND TERMINATION

This Agreement will automatically terminate after the agreed-upon number of coaching meetings has been completed. The Parties may renew this Agreement, with all of its terms and conditions, by providing written notice the following period prior to the planned termination: ________. If the Parties so agree in writing, this Agreement will continue for a term identical to the original term.

The Parties may also terminate this Agreement prior to its natural expiration under the following circumstances.

This Agreement may be immediately terminated upon a material breach by either Party. For a material breach, the non-breaching Party must provide written notice specifying the nature of the breach but is not required to provide advance notice prior to termination.

This Agreement shall also immediately terminate upon: the death of the Coach or the Client; the inability of the Coach to perform the Services due to a sudden and medically documented physical or mental disability; the liquidation, dissolution, or discontinuance of the Client's business in any manner; or the filing of any petition by or against the Client or the Coach under federal or state bankruptcy or insolvency laws.

This Agreement may also be terminated by either Party, in writing, for any reason or no reason, upon at least the following period of advance notice: ________.

Upon termination, all fees and reimbursements accrued through the date of termination shall be paid to the Coach.

Article 17 — INTELLECTUAL PROPERTY

The Parties agree that all inventions, trade secrets, confidential and/or proprietary information, and work product conceived, created, or developed by each of the Parties, respectively, shall be the sole and exclusive property of the Party to whom such information originally belonged. There shall be no transfer of intellectual property by virtue of this Agreement. All copyrights, patents, trademarks, and other intellectual property shall remain with their original owner.

Article 18 — PORTFOLIO USE

The Coach may use produced items of work in the Coach's professional portfolio, if applicable, but may not use the Client's name, likeness, or other identifying details without the Client's express prior written permission.

Article 19 — LIMITATION OF LIABILITY

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Article 20 — INDEMNIFICATION

Each Party shall defend, indemnify, and hold harmless the other Party (including its affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of any kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury or death of any person, damage to real or personal property, or the breach of any representation, warranty, covenant, or obligation under this Agreement by the indemnifying Party, except to the extent caused by the negligence or willful misconduct of the indemnified Party.

Article 21 — SURVIVAL

Any provision of this Agreement which by its nature imposes continuing obligations on either Party shall survive the termination or expiration of this Agreement.

Article 22 — DISPUTE RESOLUTION; ARBITRATION

In the event of any dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such efforts fail, the dispute shall be submitted to binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration shall be conducted in the county and state set forth in the Governing Law Article of this Agreement, before a single arbitrator who shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable federal law and the law of the State of ________. Each Party shall bear its own costs and fees, except as otherwise required by law or awarded by the arbitrator. Claims subject to arbitration include, without limitation, contract claims, tort claims, and claims based on federal, state, or local laws, ordinances, statutes, or regulations. Notwithstanding the foregoing, claims relating to intellectual property and requests for injunctive or equitable relief may be brought in a court of competent jurisdiction. The Parties knowingly and voluntarily waive any right to a jury trial with respect to claims subject to arbitration.

Article 23 — GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Subject to the Dispute Resolution Article above, each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county for any legal suit, action, or proceeding arising out of or relating to this Agreement or the Services: ________.

Article 24 — SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party.

Article 25 — NO WAIVER

No action or inaction by either Party shall constitute a waiver of any term of this Agreement. Any waiver must be made expressly and in writing and signed by the waiving Party, and shall not constitute a waiver of any subsequent breach.

Article 26 — COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile, and electronic signatures, shall be deemed valid and binding to the same extent as original signatures pursuant to the federal E-SIGN Act and applicable state law (including the Uniform Electronic Transactions Act). This Agreement shall be effective as of the Effective Date set forth above.

Article 27 — SEVERABILITY

In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement, and all other provisions shall continue in full force and effect as valid and enforceable.

Article 28 — NOTICES

All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the respective addresses of the Parties set forth at the beginning of this Agreement, or to such other address as either Party may designate in writing.

Article 29 — HEADINGS

Headings in this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any manner that would limit or otherwise affect the terms of this Agreement.

Article 30 — ENTIRE AGREEMENT; MODIFICATION

This Agreement embodies the entire agreement between the Client and the Coach relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral. This Agreement may be amended, modified, or discharged only by a writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CLIENT:

________

Signature: _____________________________

Date: ________

COACH:

________

Signature: _____________________________

Date: ________