Please read and complete the following form. It's our Coaching Agreement to each other. Consider it a binding document that demonstrates our commitment to each other in this professional relationship.
Upon completion of the form, you will be asked to provide a payment deposit to secure your spot. Your program agreement is complete when I confirm your payment is received. If anything is unclear, please ask. I appreciate the opportunity to work with you.
In consideration of Client retaining Coach to perform COACHING services, it is agreed as follows:
1. SCOPE OF COACHING SERVICES
(a) Client hereby retains Coach to provide HEALTH COACHING services. Such service shall include:
- contract agreement & terms
- scheduling 6 sessions biweekly over three months
- unlimited email communication between session; I will respond to email within 48 hours
- various resources related to wellness + personal development in shared Google folder
- additional resources as determined by client
(b) If additional services, beyond those described in paragraph (a)/in the attached scope of work, are required or desired by Client, Coach will quote a fee for such services and Client shall approve such fee prior to Coach performing the additional services.
(c) Consulting services may be performed via telephone, UBERCONFERENCE, Skype, email or in person (when available). When services are performed in person, they may take place at Client’s headquarters, at other of Client’s facilities, or at a location agreed on by the Parties. You're busy. I'm busy. This work is dependent upon firm commitment from Client and Coach/Coach. Each session occurs on the same day at the same time unless there's an extreme emergency. Each session will end an hour after it was scheduled to begin. I request you be on time for each session. If you or I need to cancel or reschedule** an appointment in the event of an emergency, we agree to do so 48 hours in advance; otherwise, you will forfeit your appointment and not have an opportunity to reschedule it.
If you haven't yet, we will confirm your meeting day and time upon completion of this agreement.
**This Program expires if all sessions have not been completed within the End Date specified below.
2. CLIENT DUTIES
(a) Compensation: In consideration for the services provided by Coach to Client as set forth in section 1 above, Client agrees to pay Coach a fee of $1399 for 6 sessions, either in full or payment plan ($435/mo--includes waived $95 intro session fee). Company’s obligation to render services hereunder is conditioned upon Client’s payment of said fee on a timely basis. The project fee shall be paid as selected in final form below.
If at any point during the project, if a portion of the fee is not paid in accordance with the fee schedule in paragraph (a), Coach may cease work on the project and withhold delivery of work product until the outstanding fee is paid. If a portion or portions of fees remain unpaid after 7 days of becoming due, a penalty fee of 10% of that payment amount will be assessed. Coach reserves the right not to continue work or deliver work product until all outstanding penalty payments have been made. Payments shall be made via STRIPE or Family+ Friends via PAYPAL.
This engagement shall commence and shall continue through completion of the project or cancellation by either party in accordance with paragraph 4.
Client may cancel this Agreement for any reason by providing a minimum of 30 days written notice to Coach. Cancellation of this Agreement by Client will not extinguish Client’s obligation to pay the project fees specified in Paragraph 2(a) through the last day of performance or the 30th day after notice is provided, whichever comes later. In the event Client cancels this Agreement, Client will also remain obligated to pay all expenses incurred by Coach on Client’s behalf, in accordance with paragraph 2(c), through the last day of performance or the 30th day after notice is provided, whichever comes later. Coach may cancel this Agreement at any time for any reason by providing written notice to Client. In the event that Coach cancels this Agreement, Coach will provide a prorated refund of any unearned fees paid minus any approved, unpaid expenses incurred on Client’s behalf.
5. NO GUARANTEES
Coach cannot guarantee the outcome of Personal Coaching services and Coach's comments about the outcome are expressions of opinion only. Coach makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Coach cannot guarantee any results for Personal Coaching services as such outcomes are based on subjective factors that cannot be controlled by Coach.
(a) Client Information: Any and all Client information and data of a confidential nature, including, but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Coach in the strictest confidence and not disclosed to third parties or used by Coach for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Coach, (b) was in Coach's possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Coach without use of the Client’s Confidential Information. Upon request, Coach hereto will promptly return or destroy all documents containing Confidential Information and delete all electronic records of or containing the same.
(b) Non-Disparagement: Client shall, during and after the participation in and use of the Coach's services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Coach, or any of Coach's officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
(c) Public Disclosure: Neither party may disclose the terms of this Agreement. Neither party shall make any formal or informal public statement, press release or other announcement regarding the existence or terms of this Agreement without the other party’s prior written approval.
7. INDEPENDENT CONTRACTORS
(a) Independent Contractor Relationship: This Agreement shall not render Coach an employee, partner, agent of, or joint venturer with the Client for any purpose. Coach is and will remain an independent contractor in its relationship to the Client. Coach is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Coach shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Coach shall be responsible to the ownership and management of the Client, but Coach will not be required to follow or establish a regular or daily work schedule. Coach will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given by Client to Coach, regarding services performed for the Client, shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop, or alter the work of Coach to assure its conformity with this Agreement and Client needs. Coach and Client agree to conform to any and all government regulations necessary to establish and demonstrate the independent contractor relationship between Client and Coach.
(b) Taxes & Benefits: Coach will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable national and local laws. Client shall not be responsible for withholding taxes with respect to Coach's compensation. Coach shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.
8. NO COMPETITION
Coach will not, directly or indirectly, contact or perform services for the Client’s clients, or Client’s competitors, for a time period of one year after this Agreement ends unless Client provides written permission. Coach shall not, directly or indirectly hire, solicit, or encourage to leave the Client’s employment, any employee, consultant, or contractor of the Client or hire any such employee, consultant, or contractor who has left the Client’s employment or contractual engagement within one year of such employment or engagement unless Client provides written permission.
9. TRANSFER OF INTELLECTUAL PROPERTY RIGHTS
Coach maintains ownership in and to all works of authorship and all copyrights, patents, trade secrets and any other intellectual property rights, business concepts, plans and ideas, reports, manuals, visual aids, documentation, inventions, processes, proposed products, services, techniques, marketing ideas, and commercial strategies, that have been or will be created by Coach, for Client (“the Work”). Coach reserves the right to exploit the intellectual property rights for display, publication, advertising or other purposes. Upon receipt of final payment, Coach grants Client a non-exclusive, unlimited license to use the Work for personal use.
(a) Coach's Warranties: Coach represents, warrants and covenants that, Coach has full authority to enter into this Agreement and all of the services, whether performed by Coach or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.
(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED.
11. LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL COMPANY’S LIABILITY TO CLIENT EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 6, 9 AND 19.
12. EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
13. ENTIRE AGREEMENT; MODIFICATION; WAIVER
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
14. NEUTRAL CONSTRUCTION
This Agreement was prepared by Coach and/or Coach's legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Coach merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:
To Coach at: Dillan DiGiovanni, OG, NJ 07756
To Client at: (complete address information below)
Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.
18. GOVERNING LAW; VENUE; MEDIATION
This Agreement shall be construed in accordance with, and governed by, the laws of the MA/VT as applied to contracts that are executed and performed entirely in MA/VT. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be USA, MA/VT. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
19. RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day and year first above written.
This Service Agreement is entered into and effective as of this date (below) by and between you (Client) and me, Dillan DiGiovanni (“Coach”).