Coaching Services Agreement
This Coaching Services Agreement (“Agreement”) is entered into and effective as of the date the payment is made for Coaching Services. Between Bellobe located at 27247 Madison St., Suite 105, Temecula, CA 92590, (“Company”) and (“Client”) who is agreeing to these terms and conditions. Company and Client are referred to herein collectively, as the “Parties” and individually, each a “Party.”
Recitals
(A) Company specializes and has certain expertise in business leadership, marketing, messaging, communications, sales, negotiation, operations, finance, and is a Certified Business Made Simple Coach and Certified StoryBrand Guide.
(B) Company desires to provide the Services to Client and Client desires to receive the Services on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein as material terms and agreements of the Parties) and the terms contained in this Agreement, the Parties agree as follows:
1. COACHING SERVICE.
1.1. Coaching Service. Company will provide to Client the services (“Services”) described in the program herein.
1.2. Changes to Scope of Work. The Parties may from time to time enter into a written agreement ("Change Order") making changes to the coaching service set forth herein. In the event that Client seeks to modify or add to the scope of work the parties will negotiate a written change order that will set forth any new Fees payable and coaching hours required. Unless the parties agree otherwise in a change order, the additional fees shall be calculated using a standard rate of $400 per hour.
2. USE OF SUBCONTRACTORS.
2.1. Subcontractors. Company may subcontract any Services without Client’s prior written approval. Company will be responsible for the acts and omissions of its contractors and subcontractors as if they were the acts and omissions of its employees. Company understands and agrees that Company will be solely responsible for making all payments to its contractors and subcontractors.
2.2. Company Personnel. Company will staff with employees and appropriate contractors and subcontractors (collectively, the “Company Personnel”) with sufficient skill, experience, and ability to complete the applicable Coaching Service in accordance with the terms. Company agrees and understands that Company is solely responsible for performance managing, disciplining, and terminating Company Personnel.
3. FEES AND PAYMENT TERMS.
3.1. Fees. Company agrees to provide the Services set forth in the coaching program description at the rates as set forth herein. In no event will Client be obligated to pay Company any fees, expenses, or costs other than those set forth in an applicable Coaching Service or Change Order.
3.2 Payment Terms. In the event that Client chooses to terminate this Coaching Service early, early termination Fees shall be payable as of the termination date. All fees paid will be considered payment in full and no refunds will be given for the payments previously made.
3.3. Payment Failures. Client is responsible for updating and providing a current method of payment within 5 business days of request if the current payment method were to decline. If Client fails to respond to the request for payment, Company can terminate or suspend Coaching Service until payment is received. At the time payment is received, coaching will resume, and any missed coaching sessions will be forfeited.
4. TERM AND TERMINATION.
4.1. Agreement. This Agreement will commence on the Effective Date and will continue until terminated in accordance with this Section 4 (Term and Termination).
4.2. Services Term. Each Services term will be as specified in the applicable service des
4.3. Termination for Convenience by Either Party. Either Party may terminate this Agreement for any or no reason upon 30 days' written notice to the other Party. Termination will be effective on the last day of the notice period.
4.4. Effects of Termination. In the event this Agreement is terminated by either Party for convenience, any Coaching Service hereunder will continue in effect until its Service Term is completed. All payments will continue until the termination is date takes effect and will be considered payment in full for work rendered by Company to Client and will not be returned at any time.
4.5. Early Termination Fee: In the event that Client chooses to terminate this Coaching Service early, early termination Fees shall be payable as of the termination date. All fees paid will be considered payment in full and no refunds will be given for the payments previously made. In addition, the early termination Fee shall be 25% of the total Fees payable under the contract or a total of $3988 that equals up to and not exceeding the total contract fee. Early termination fees may be waived by Company in writing.
4.6. Client Duty to Perform. All coaching sessions and timetables herein require the Client to actively participate and perform the tasks between coaching sessions delivered by Company. Successful completion of the program assumes that Client watches the videos, downloads the resources, and follows the program. Assume a minimum of 5 hours each week beyond the coaching sessions to complete the necessary tasks.
4.7. Survival. The provisions of Sections 3, 4, 5, 7, 8, and 9 will survive the termination or expiration of this Agreement.
5. CONFIDENTIAL INFORMATION.
Each Party covenants not to reveal any Confidential Information (as hereinafter defined) of the other Party. All books, records, contact lists, client information, notes, reports, files, documents, financial information, pricing, specifications, dimensions and other information relating to the business of the disclosing Party (the “Confidential Information”), whether prepared by the disclosing Party or otherwise, coming into the possession of the receiving Party during the Term shall be the exclusive property of the disclosing Party and shall be returned to the disclosing Party upon the expiration of the Term or at any time upon its demand. Each Party shall exercise reasonable care in safeguarding the Confidential Information of the other Party, and shall not copy, reproduce, divulge, publish or circulate such Confidential Information to any of its employees or agents (“Representatives") other than those (i) who have a need to know and (ii) who expressly agree to the restrictions herein. Each Party shall use best efforts to cause its Representatives to observe the terms of this Agreement. A breach of this Agreement by a Representative shall constitute a breach of this Agreement by the represented party. Confidential Information shall not include information which (1) is or becomes generally known or available through no fault of the recipient; (2) is known to the recipient at the time of its receipt from the disclosing Party; (3) is independently developed by the recipient, without reference to the disclosing Party’s Confidential Information or (4) the disclosing Party provides to a third party without restriction on disclosure. Notwithstanding any termination or expiration of this Agreement, all obligations of the Parties under this Section shall survive indefinitely. If the Parties entered into an NDA that applies after the Effective Date of this Agreement, then in the event of any conflict between the terms of such NDA and this Section 5, this Section shall govern.
6. INTELLECTUAL PROPERTY.
6.1. Use of the System.
6.1.1. System License Grant. In connection with delivering the Services hereunder, Client may require access to the Company System. Subject to Client’s full and ongoing compliance with the terms of this Agreement, Company hereby grants Client and Client accepts a limited, non-exclusive, non-transferrable, non-sublicensable, non-assignable, revocable license solely for the Term to access and use the Company System. For purposes of this Agreement, “Company System” means collectively, (i) all equipment, software, tools, network components, utilities, and other information technology resources and technologies owned or licensed (from a party other than Client) by Company; and (ii) any and all changes, modifications, improvements, alterations, updated versions, and derivative works of any of the foregoing.
6.1.2. Documentation, Trademarks, and Copyrights. Client acknowledges and agrees that all content in or on the Company System (including, as applicable and without limitation, text, images, user interfaces, visual interfaces, graphics, sounds, source code and computer code, including but not limited to the design, structure, selection, coordination, expression, ‘look and feel’ and arrangement thereof and any Intellectual Property Rights therein) or the Company’s Evaluation Materials is the exclusive property of and owned by Company or its licensors and is protected by trademark, copyright, and other intellectual property rights and unfair competition laws. These marks and copyrights may not be copied, imitated, changed, or used, in whole or in part, without the express prior written permission from their respective owners, and then with the proper acknowledgments. Nothing on or in the Company’s Evaluation Material or the Company System will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed on the Company’s Evaluation Materials or the Company System without the owner’s prior written permission, except as otherwise described in this Agreement.
6.1.3. Restrictions. Company retains all right, title, and interest in and to the Company’s Confidential Information and the Company System (collectively, the “Licensed Materials”) and all rights not expressly granted in the terms of the body of this Agreement or an applicable COACHING SERVICE are reserved. Except as expressly permitted in an applicable Coaching Service or the terms of the body of this Agreement, Client will not for any purpose other than to fulfill this Agreement or not in any way other than as expressly permitted in an applicable Coaching Service or the terms of this Agreement: (a) copy or reproduce the Licensed Materials in whole or in part or access or use the Licensed Materials,; (b) modify, translate, or create derivative works of the Licensed Materials, or any portion thereof; (c) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to gain the source code to the Company System; (d) distribute, sublicense, assign, share, timeshare, sell, rent, lease, loan, grant a security interest in, use for service bureau purposes or otherwise transfer the Licensed Materials.
7. REPRESENTATION AND WARRANTIES.
7.1. Authority and Compliance with Laws. Each Party represents and warrants that (a) it has the authority to enter into this Agreement, to perform all of its obligations hereunder, and this Agreement constitutes a valid and binding obligation enforceable against it in accordance with the terms hereof.
8. IMDEMNIFICATION AND LIMITATION OF LIABILITY.
8.1. Indemnification by Client. Client will indemnify, defend, and hold harmless Company, its affiliates, its clients, and its licensors and each of their respective officers, directors, employees, agents, and Clients (collectively, “Company Indemnitees”) from and against any and all losses, damages, government investigations, costs, reasonable expenses (including reasonable attorneys’ fees) actually incurred, settlements, judgments, penalties, fines, liabilities, and employee wages or benefits (collectively, “Claims”), resulting in any way from or arising out of (a) tangible or intangible property damage or personal injury, including death, caused by Company’s or Company Personnel’s performance of the Services or any activities of Company or Company Personnel in connection therewith; (b) negligence, any act or omission, or a material breach of Company or Company Personnel in connection with the performance or failure to perform any obligations under this Agreement; or (c) any breach of any warranty or representation made by Company.
8.2. No Warranty. The Company, its content, and all services, materials, and products associated, or any content or materials provided are provided on an “as-is” and “as available” basis. The Company makes no representations or warranties of any kind, express or implied, as to the results that can be achieved. The Client expressly agrees that their use of the Company's Coaching Services is at their sole risk. The Company makes no representations, warranties, or guarantees, express or implied, regarding the results, reliability, or completeness of the services, and expressly disclaim any warranties of non-infringement or fitness for a particular purpose.
8.3. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING OUT OF THIS AGREEMENT, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT AS TO FAILURE OF CLIENT TO MAKE PAYMENTS DUE HEREUNDER (INCLUDING UNDER ANY COACHING SERVICE), EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY CONCERNING PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A CLAIM IS BASED IN CONTRACT, NEGLIGENCE OR IN TORT, WILL NOT EXCEED $10,000 (THE “DAMAGES CAP”), PROVIDED THAT THE DAMAGES CAP WILL NOT APPLY TO EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER THIS SECTION 8.
9. GENERAL TERMS.
9.1. Dispute Resolution. In the event that a claim, controversy, or dispute relating to this Agreement arises between the Parties, either Party will, by written notice, call a meeting regarding the dispute to be attended (in person or by phone) by executive officers of each Party, with authority to settle the dispute, who will attempt in good faith, to resolve the dispute. If the dispute cannot be resolved through good faith negotiations within 30 days from the initial meeting between the officers, then either Party may, subject to Section 9.2 (Waiver of Jury Trial) pursue its remedies at law. Before any litigation may be commenced against either Party, a Party will provide 10 days’ written notice of the alleged default and intent to file a lawsuit to the other Party. Notwithstanding the foregoing terms, the Parties agree that a Party may promptly file a claim in the event the statute of limitations is due to expire for a claim within the 30-day or 10-day period contemplated in this Section 9.1. All negotiations pursuant to this Section 9.1 will be confidential and will be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence to the fullest extent permitted under such rules.
9.2. Waiver of Jury Trial. To the fullest extent permissible under applicable law, each Party hereby knowingly and voluntarily waives any and all rights to a jury trial, to the extent that any such right will now or hereafter exist, in any proceeding, claim, counter-claim or other action involving any dispute or matter arising under this Agreement or in any manner related to the Services.
9.3. Exclusivity. This Agreement is not exclusive to Client or Company and the Parties may enter into the same or similar arrangement with other entities, as needed or desired.
9.4. Independent Contractors. The Parties are independent contractors, and nothing in this Agreement will be deemed to place the Parties in the relationship of employer-employee, principal-agent, or partners or in a joint venture. Neither Party will have any authority to bind or make commitments on behalf of the other Party for any purpose, nor will any such Party hold itself out as having such authority.
9.5. Waiver. Failure of either Party to enforce any of its rights hereunder will not be deemed to constitute a waiver of its future enforcement of such rights or any other rights. No waiver of any provision of this Agreement will be binding upon the Parties, unless evidenced by a writing duly signed by an authorized representative of the Party adversely affected thereby.
9.6. Severability. The provisions hereof are severable and the invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable in any respect by a court of competent jurisdiction, then such the provision of this Agreement will be severed from this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
9.7. Governing Law. This Agreement will be deemed to have been made in the State of California in the County of Riverside, and the provisions and conditions of this Agreement will be governed by and interpreted in accordance with the substantive laws of the State of California, without regard to conflict of law provisions. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts residing in Riverside County, California for the resolution of any and all disputes arising under this Agreement or in any manner related to the Services. In the event that any action is brought to enforce, interpret, or construe the terms of this Agreement or the acts or obligations of the parties in relation thereto, the prevailing party in such action shall, in addition to any other relief awarded, be entitled to its costs incurred in the litigation, including reasonable attorney’s fees.
9.8. Work Samples. Company reserves the right to use work samples online and in print portfolios.
9.9. Entire Agreement. This Agreement and each of its attachments and exhibits (including, without limitation, the letter to which this Agreement is attached), each incorporated herein and made part hereof, expresses the complete and final understanding of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications between the Parties, whether written or oral, with respect to the subject matter hereof.
9.10. Amendments. No modification, waiver, or amendment of any provision of this Agreement will be binding upon the Parties unless mutually agreed upon in a writing signed by a duly authorized representative of the respective Party.
This Coaching Services Agreement is executed by a duly authorized representative of each Party as of the Effective Date.