Scope of Services:
Business Approach Coach LLC (“Coach”) will provide business coaching services to Client in accordance with the terms herein (the “Services”). The Services include business coaching and business planning. Depending on the level of service, this may also include coaching and planning via text or email in addition to phone or video sessions and business plan creation, reviewed by the coach.
Please note that Coach is neither a therapist nor a counselor. Coaching is not a substitute for therapy, if needed.
Professional Fees:
Both individual sessions and packages are available. Once a session is scheduled, Client will be required to pay for the time reserved unless Client provides at least 72 hours advance notice of cancellation. Client will be invoiced at the time that sessions are scheduled.
Scheduling, Cancellations and Refunds:
Sessions can be scheduled through a third-party online platform, www.acuityscheduling,com. Individual coaching sessions will last approximately 60 minutes and package sessions will last approximately 45 minutes. A description of Client’s session package and rate, if applicable, is attached as Schedule A.
A full refund is available if a Client has booked four or more sessions but determines not to continue with coaching after the first session. In order to receive the full refund, Client must cancel the package within 24 hours of the first session. Failure to do so shall result in a charge for the first session at the prevailing rate being deducted from the refund amount.
A client with an 8 or 12 session package may cancel within 48 hours of the fourth session and shall be billed only for the four sessions (at the four session rate).
A client with a 12-session package may also cancel within 48 hours of the eighth sessions and shall only be billed for the eight sessions (at the eight session rate).
Termination:
Either party may terminate this agreement (“Agreement”) by written notice to the other. From and after the effective date of any termination of this Agreement, neither of the parties hereto shall have any further rights, privileges or obligations hereunder, except that:
(a) Such termination shall not relieve the parties of any liability incurred prior to the effective date of such termination; and
(b) Client shall be liable for all Professional Fees incurred up to the point of termination, subject to Coach’s cancellation and refund policy. Upon notice of termination, Client shall promptly pay any outstanding Professional Fees.
Confidentiality and NonDisclosure:
In the course of performing Services, Coach may gain access to certain confidential or proprietary information of the Client. Such “Confidential Information” shall include all information concerning Client’s business, affairs, customers, financial affairs, accounting, personally identifiable information and any other proprietary and trade secret information of Client whether in oral, graphic, written, electronic or machine-readable form. Coach agrees to hold all such Confidential Information of the Client in strict confidence and shall not, without the express prior written permission of client, (a) disclose such Confidential Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder.
In the event that Coach becomes legally compelled to disclose any of the Confidential Information, such disclosure may be made after giving prompt written notice to Client so that Client is given a reasonable opportunity to object to such disclosure and to seek a protective order; and in any event, the disclosure shall be limited to only that portion of the Confidential Information which is legally required to be disclosed.
The obligations under this Section shall survive termination or expiration of this Agreement.
Proprietary Materials:
As part of the Services, Coach may provide certain materials to Client for use and review. Client acknowledges that all such writings and ideas and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof shall be the sole and exclusive property of the Coach.
Any materials with Coach’s logo are deemed to be proprietary materials and subject to this provision. The obligations under this Section shall survive termination or expiration of this Agreement.
Limitation of Liability and Indemnification:
In no event shall either party here be liable to the other or to any other person for lost profits or for any special, indirect, incidental or consequential damages, regardless of the form of action and whether or not either party has been informed of the possibility of such damages.
The parties shall protect, defend, indemnify and hold harmless one another, their directors, officers, employees and agents from and against any and all claims, actions, liability, loss, damage, cost or expense, including reasonable attorneys’ fees, arising out of this Agreement. In the event of any third party claim arising under this indemnity, if the first party tenders to the second party for defense, the second party shall have the right to conduct and control the defense in respect thereto, but the first party may have counsel present at its own expense, provided however, the first party may elect not to tender any third party claim to the second party for defense and may instead elect to defend or settle such claim on its own. In such instance, the first party’s right to receive indemnification shall be limited to proceeds, if any, received by the first party with respect to any insurance maintained by it and covering such claim; the parties make no warranty as to the collectability of claims for insurance or claims defended or settled, but does agree to cooperate with one another in submitting such claims for insurance. Prompt notice of any such claim asserted against either party shall be given to the other party.
Client shall not be entitled to any consequential damages resulting from (i) lost sales caused by any adverse publicity relating to any of the foregoing claims; or (ii) lost profits as a result of Client’s action or inaction.
Relationship of Parties:
The relationship between Coach and Client shall be that of an independent contractor, and this Agreement shall in no way constitute or give rise to a partnership, agency or joint venture between the parties. Client shall have no authority to incur any liabilities or obligations whatsoever on behalf of Coach. Client shall not acquire any rights whatsoever to the proprietary material or to any patents, Trademarks or trade names of Coach.
Miscellaneous Terms:
- Assignment; Binding Agreement.
This Agreement may not be assigned by any party hereto without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person other than the parties and successors and permitted assigns any right, remedy or claim under or by reason of this Agreement.
- Entire Agreement.
This Agreement, the exhibits and the other documents delivered hereto constitute the entire understanding of the parties with respect to the subject matter hereof and may be modified only by an agreement in writing signed by the other party.
Client hereby represents and warrants that (i) Client has the necessary power and authority to enter into this Agreement and to perform the obligations to be performed by it hereunder; (ii) this Agreement is valid and binding upon Client and enforceable in accordance with its terms and conditions.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be unenforceable or invalid under such law, such provision shall be ineffective only to the extent and for the duration of such enforceability or invalidity, and the remaining substance of such provision and all other remaining provisions of this Agreement shall continue to be binding and in full force and effect.
- Governing Law and Dispute Resolution.
This Agreement is made in, and shall be governed by, and enforced in accordance with the laws of the State of New York without reference to its conflict of laws provisions. The parties hereto consent to submit to the jurisdiction of the Courts of the State of New York for any actions, suits or proceedings arising out of or relating to each any Service Agreement.
Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this agreement shall be submitted to and decided by binding arbitration. The arbitrator and/or arbitration organization shall be determined by Coach and shall be conducted consistent with the rules, regulations and requirements thereof. The parties will share the costs of the arbitration equally. Any arbitral award determination shall be final.
- Waiver of Breach.
No waiver of a breach of any provision of this Agreement by any party shall be effective unless made expressly in writing and no such waiver shall constitute or be construed as a waiver by such party of any future breach of the same or any other provisions of this Agreement.
This Agreement may be executed and delivered in two or more counterparts, whether by original, photocopy or facsimile, each of which shall be an original document and all of which together shall constitute a single binding agreement.
(h) Captions.
The captions and numbers of the various sections hereof are included for convenience of reference only and do not in any way affect the meaning or interpretation of the substantial provisions hereof.
All terms and conditions described herein, including the coaching schedule, comprise the entire Agreement between Coach and Client.