3-Month Coaching Program Terms
WHEREAS, Consultant wishes to provide certain professional services and deliverables related to the Custom Services Program (herein referred to as “Services” or “Custom Services Program”) as set forth in Appendix A, which is attached hereto and hereby made a part hereof; and
WHEREAS, Client wishes to procure the Services from Consultant, for good and valuable consideration, as more fully described in Appendix A attached hereto and made a part hereof.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:
- SCOPE OF WORK.
(a) Consultant agrees to provide the Services and supply the Custom Services Program described in Appendix A which is attached hereto.
(b) In the event that Additional Services (“Additional Services”) are agreed upon between Consultant and Client, the parties shall execute addendums to this Agreement describing the Additional Services, a service schedule for the Additional Services and including additional fees for those Additional Services. .
- PROGRAM SUCCESS REQUIREMENTS ACKNOWLEDGEMENT. Client understands and acknowledges that the Custom Services Program is a sophisticated course. It involves the transfer of sales and marketing training, strategies, concepts, and proprietary techniques that are to be learned. As such the program, requires diligent self-study, consistent practice, focused implementation and consistent use by Client to attain proficiency and the results the Client desires.
Client understands and acknowledges that personally consuming the pre-recorded Custom Services Program training modules/lessons and personally reviewing the study materials (watching videos, reading documents, listening to recordings, etc.) as well as personally participating in live coaching and Q&A sessions as offered in the Program are essential for full understanding and successful Program implementation.
Client also understands and acknowledges that creating results requires sustained, intentional time and effort and Client is committed to be persistent and make that good faith effort.
Client further understands and acknowledges that different people learn and work at different speeds and that given the many factors beyond Consultant’s control, Client understands and acknowledges Consultant cannot make any promise as to the speed of proficiency attained, the level of skills achieved, or the results obtained by Client within a given time period.
Client further understands and acknowledges the need to utilize the Program training and coaching with actual prospects and customers/clients of the Client and to gain real world experience and feedback as to the skill level and proficiency attained by the Client.
(a) This Agreement begins on the Effective Date; and, unless earlier terminated pursuant to this Agreement, continues until the termination of the Custom Services Program, or for a period of 3 (three) months (the “Term”), whichever comes first; provided, however, that the terms of this Agreement shall survive and apply to the Services and Custom Services Program outstanding as of the effective date of termination. Upon expiration of such period, this Agreement will automatically terminate without prior written notification.
(b) Accommodation Extension, If Consultant and Client mutually agree in writing, the Services can be extended to up to 2 (two) months (the “Extension”) from the Effective Date.
(c) Survivability of Paragraph 9 (Nine), The parties’ obligations under both section 9 and section 10 of this Services agreement and effect of termination shall survive the Term of this agreement, and the Extension of section 3. Term (b) Accommodation Extension.
(d) TIMING AND PARTICIPATION. A portion of the Program include live group sessions. Client understands that the live training and implementation sessions must be completed within the Term of the program, or within the Extension, as the specific case may be. Group sessions are held during the prescribed day(s) and times and that no re-scheduling of these sessions is allowable unless it is due to a verifiable medical emergency and even then, Consultant may require Client to pay for rescheduling at the Consultant’s normal and customary rate.
- TERMINATION.(a) Consultant may terminate this Agreement immediately if Client fails to cure a nonpayment of amounts due within ten (10) days after written notice of such nonpayment to Client is electronically mailed to Client’s “email address. However, in the event that the fees or any portion of the fees are outstanding at the time of Termination, Client is liable for the total amount of the Services at the time of termination as provided under section 6. NO REFUND of the Services Agreement.
(b) This Agreement shall be automatically terminated, and all outstanding fees shall be due immediately due and payable if Section 8 of this Agreement is violated.
- PAYMENTS TO CONSULTANT.
Client agrees to pay Consultant the Program Fee (“Program Fee”) in accordance with Appendix A. Consultant has no obligation to perform under this Agreement until Client pays in full for the Services agreement. Unless agreed otherwise to by Consultant and Client in a separate signed writing, all payments are due at the time of execution of this Agreement.
- NO REFUND.
Due to the valuable nature of the Custom Services Program, the rapid transfer of the Program content and Materials to the Client and the ongoing value of the Materials, Intellectual Property and Coaching shared with Client, there are no refunds of Program Fees paid. By accepting the terms of this Agreement, Client agrees and understands that Client is foregoing the right to claim any refund of fees paid for access and use of the Program(s) offered by Consultant. Client further understands and acknowledges that, in accepting the terms of this Agreement and affirmatively seeking the benefits of such Program(s), Client is taking full responsibility for Client’s own success.
- PARTIES TO THIS AGREEMENT: THIRD-PARTY PAYOR.
This Agreement is exclusively between Consultant and Client, regardless of the source of payment for Services. Consultant’s fees paid by a Third Party (“Third Party Payor”) are due in full at the time of the execution of this Agreement and are subject to the terms and conditions of this Agreement. Client agrees and understand that any private agreement between Client and A Third-Party Payor are excluded from this Agreement.
- INDEPENDENT CONTRACTOR.
(a) Consultant shall perform all Services hereunder as an independent CONTRACTOR, and nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent, employer or employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.
(b) CONTRACTOR -Consultant REPRESENTS AN WARRANTS that CONTRACTOR is an independently established Corporation based in the State of California that customarily provides consulting services of the same nature as the services provided for Client. Contractor further advises Client that CONTRACTOR advertises and contracts with other persons and other entities in the regular course of business.
- RIGHTS REGARDING CONSULTANT’S INTELLECTUAL PROPERTY.
Client hereby agrees that all Consultant’s Intellectual Property (“IP”), whether communications, materials, documents, knowledge or other IP information that it learns or gains from Consultant and the Program Materials and Intellectual Property (collectively, the “Materials”) in the course of its engagement hereunder, which IP (whether presently existing or hereafter developed) is not publicly known and which was not known by Client without restriction prior to this Agreement or any previous Agreement, regardless of the form in which such IP may be contained or communicated (including, but not limited to, documents, drawings, tangible items, and photographs), is the exclusive, confidential and proprietary IP of Consultant or its subsidiaries or affiliates, (said knowledge and information hereinafter being referred to collectively as IP”) and shall not be disclosed by Client, except as required by law. Any disclosure shall require Consultant’s prior written approval, subject to State and Federal Intellectual Property Code and Common Law.
The Consultant Services include the Custom Services Program and associated IP provided to the Client. The Agreement provides Client with a limited license to access, via an online content delivery platform, to certain Program Materials and Intellectual Property (collectively, the “IP”) that Consultant has developed, at considerable time and significant expense to consultant. The IP is subject to IP protection. In order to participate in Custom Services Program, and as a condition of accessing, continuing to access and/or using any Program Materials & Intellectual Property provided to Client by Consultant as part of the Program, Client agrees to the following. This Section 9 in its entirety survives the Agreement Term and Extension, if any.
(a) LIMITED LICENSE AGREEMENT: Consultant grants Client only a limited nonexclusive, revocable, nontransferable license to use the proprietary Program Materials & Intellectual Property (collectively, the “Materials”) that Consultant has developed, at considerable time and significant expense to Consultant. This Agreement does not grant Client any ownership or other right or interest in the Materials or any other component of the Custom Services Program.
(b) COPYRIGHT PROTECTION AND DISTRIBUTION PREVENTION OF PROGRAM MATERIALS AND INTELLECTUAL PROPERTY. All Materials will remain the property of the Consultant and are copyright and trademark protected. Title, copyright, intellectual property rights and distribution rights of the Materials and Intellectual Property remain exclusively with the Consultant. Unauthorized use of the Materials may violate copyright, trademark, and other laws.
(c) MATERIALS AND INTELLECTUAL PROPERTY: Materials and Intellectual Property include, but are not limited to training modules, coursework, lesson plans; email and page template copy and design; sales concept training materials, systems and strategies contained within the online program content delivery platform that Consultant shares with Client during the Program. It also includes, but are not limited to audio and/or video recordings of live training sessions, delivered either in person or via videoconference; audio and/or video recordings of online, pre-recorded training presentations; pre-recorded training presentations and associated material such as PDF’s, MP3’s, MP4’s, etc.
(d) COPYRIGHTED MATERIALS DISTRIBUTION PROTECTION: Client shall not provide, distribute, share or otherwise make available, via any means, written, verbal, oral or electronic, the Materials provided to the Client with any person, corporation, partnership, association or entity other than the properly licensed employees of Client. Client shall be responsible for the supervision, protection, management, control and non-disclosure of the Materials shared with employees of Client.
(e) COPYRIGHTED MATERIAL PROHIBITED USE: Excluding the licensed employees of Client, Client will not use the Materials to coach, train, teach, present, share or otherwise educate others regarding the concepts and content of the Program and the Materials. This prohibition applies to one-on-one communication, formal or informal study groups, mastermind groups, online discussion groups, social media, industry meetings or platform presentations, etc. Client may reference the beneficial nature of the Program and the Materials, as well as the results obtained from the Program, to encourage peers and colleagues to engage the services of Consultant.
(f) PROHIBITION FOR SAVING MATERIALS: Client will make all reasonable efforts to prevent the Materials from being saved to portable electronic media such as CD/DVD, USB drives, external hard drives or online cloud-based storage, etc. by Client and/or employees of Client. Client and Client’s employees are specifically prohibited from saving the Materials to and/or backing up the Materials to proprietary corporate owned or provided computers and computer networks not owned by or in the exclusive personal control of the Client and Client’s employees. If Program Materials are saved, they should only be saved to the personal computer(s) owned by Client and not saved to any personal computer(s) owned by Client’s employees. Client will instruct employees of Client to follow the meaning and intent of this section when employees of Client have access to the Materials.
(g) EXCLUSIVE USE OF COPYRIGHTED MATERIAL: The Program and the associated Materials are for the sole and exclusive use of the Client solely within the Client (or an organization if Client is a registered organization) in this Agreement on the signature page. Client will make all reasonable efforts to protect the Materials from being saved to portable electronic media and removed or copied and physically removed from the premises where the Client conducts business or scanned and transmitted via e-mail. Without limiting the scope of Client’s reasonable efforts in this regard, Client shall exert at minimum the same efforts Client makes to protect Client’s own proprietary materials and intellectual property.
(h) PROHIBITION FOR ALTERING COPYRIGHTED MATERIALS: Client or Client’s employees will not delete, remove or alter any logo, copyright, trademark or other proprietary rights notices from any Materials.
(i) PROHIBITION FOR SELLING COPYRIGHTED MATERIALS: Client will not sell the Materials nor create derivative works of the Materials for the purposes of making them available for selling, trading, or giving away.
(j) LIMITED SHARING OF MATERIAL WITH EMPLOYEES: If Client is an organized entity, Client may share the Materials with employees of Client, at the discretion of Client. Only the Client (not the employees of Client) is granted a limited nonexclusive, revocable, nontransferable license to use the proprietary Program Materials & Intellectual Property.
(k) PROHIBITION TO COPY, TRANSFER, OR CREATE DERIVATIVE WORK OF THE COPYRIGHTED MATERIALS: Neither Client, Client’s employees nor anyone hired by Client is permitted to copy, transfer or create derivative works of the Materials for the purpose of placing the Materials or any part or component of the Materials on, or for inclusion in, a third-party platform or website of any kind. The Materials must remain in their current form and may not be extracted from the online content delivery platform, altered, transferred, transmitted or uploaded to any outside application, website, training, tracking, support or sales platform, regardless of whether the Client owns or is licensed to use the third-party platform.
(l) OBLIGATION TO INFORM AND SUPERVISE: Client will inform employees, and third parties, whether present or future employees of Client or third parties, who have any access to, and/or use of the IP, that they shall abide by all of the above terms contained in this section. Client agrees to keep confidential and refrain from disclosing and all IP, and agrees to take all necessary and reasonable step to prevent unauthorized disclosure or use of Consultant’s IP. Unless such information exists in the public domain.
(m) Client shall be responsible for the supervision, protection, management, control and non-disclosure of Consultant’s IP, to include the employees of Client, or third parties. Upon termination of employee or third parties, Client shall communicate with them the necessity to not remove any Materials in any form from the premises, either in print or electronically. Any Materials in the possession of the employees of Client, in any form, written or electronic, shall be returned to the Client prior to the point of termination.
(m) ONGOING OBLIGATION TO PROTECT COPYRIGHTED MATERIAL: Client understands and acknowledges and agrees that during, and any time after the completion of the Program, Client has an ongoing duty not to disclose and to control the supervision of the IP as outlined in the Copyright Protection of Program Materials and Intellectual Property section above and pursuant to survivability of Section 9, of this Agreement, its Term and Extension(s), if any.
Consultant and Client hereby mutually agree to defend, indemnify and hold each other harmless from and against any claim that arises out of the indemnifying party’s performance contained in or contemplated by this Agreement, including reasonable attorneys’ fees.
- LIMITATION OF LIABILITIES.
EXCEPT PURSUANT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS CONCERNING THIRD PARTY CLAIMS AGAINST EITHER CLIENT OR CONSULTANT UNDER SECTION 10, EITHER PARTY SHALL HAVE NO LIABILITY TO EACH OTHER FOR ANY CLAIM RELATING TO THIS AGREEMENT IN EXCESS OF THE FEES, COMMISSIONS AND EXPENSES PAID TO CONSULTANT. IN NO EVENT SHALL EITHER CLIENT OR CONSULTANT BE LIABLE TO EACH OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF CLIENT AND CONSULTANT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT CONSULTANT WILL NOT BE LIABLE TO THE CLIENT, OR ANY AGENT OR ASSOCIATE OF THE CLIENT, FOR ANY MISTAKES, OMISSIONS OR ERRORS IN JUDGMENT OR FOR ANY ACT OR OMISSION DONE IN GOOD FAITH AND BELIEVED TO BE WITHIN THE SCOPE OF THIS AGREEMENT.
- NO WARRANTY OF RESULTS.
The business results obtained by Client will vary depending on the individual efforts of Client and employees of Client and the willingness of Client and employees of Client to embrace, adopt, practice and implement the Program. Therefore, Consultant makes no warranties whatsoever, neither expressed nor implied, regarding the results the Client may obtain from the Program. Client understands there is no guarantee that Client will reach their goals as a result of participation in the Program.
- ERRORS AND OMISSIONS.
Consultant assumes no responsibility for unintentional errors or omissions that may appear in any Program Materials.
- REPRESENTATIONS AND WARRANTIES.
(a) Consultant hereby represents and warrants that the Services, and any information, material, products, designs, specifications or instructions provided by consultant, or the use of any of the foregoing, do not infringe any patent, utility model, industrial design, copyright, trade secret, trademark or any other third-party intellectual property right or right of confidentiality in any country where Consultant performs Services. Consultant warrants and represents that it has full and exclusive ownership of and right to its business, intellectual properties and products and its sale of services or products does not violate the rights of others or any applicable law, regulation, court order, or ordinance
- WORK POLICY.
(a) Client agrees that Consultant has full discretion to determine when and how to perform its obligations hereunder and that Consultant’s work hours are Monday through Friday, 8:00 AM to 5:00 PM, California, local time. Further, Consultant will not perform Services or deliver Deliverables on major holidays.
(b) Consultant agrees to employ all reasonable efforts to meet Client’s assignment deadlines and documentation standards, as applicable. Unless otherwise agreed upon, Consultant shall meet with Client personnel to discuss and review the progress of the current assignment on a regular basis.
- GENERAL PROVISIONS.
(a) Paragraph Headings. Paragraph headings are for convenience only and shall not be a part of the Terms and Conditions of this Agreement.
(b) Waiver. Failure by either party at any time to enforce any obligation by the other party, to claim a breach of any term of this Agreement or to exercise any power agreed to hereunder will not be construed as a waiver of any right, power or obligation under this Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action.
(c) Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect.
(d) Subcontractors. Consultant shall be fully responsible for its subcontractors. Nothing in this Agreement shall be construed to create any contractual relationship between Client and any subcontractor.
(e) Record Retention. Consultant agrees to maintain complete and accurate accounting records in accordance with sound accounting practices to substantiate Consultant’s charges hereunder. Consultant shall preserve such records for a period of not less than one (1) year after completion of the pertinent Services. Client shall have access to such records for purposes of audit through the Client’s internal audit team at the Client’s expense , provided Client shall be limited to one audit per year. Any such review of Consultant’s records shall be conducted upon not less than seven (7) calendar days prior written notice at a place where Consultant’s records are customarily maintained at reasonable times during normal business hours.
(f) Assignment. Neither party may assign any rights or obligations under this Agreement without the prior consent of the other.
(g) Modification. No modification, waiver or amendment of any term or conditions of this Agreement shall be effective unless and until it shall be reduced to writing and signed by both of the parties hereto or their legal representatives. All legally required amendments will automatically become part of this Agreement.
(h) Survival. The provisions of this Agreement and in particular, Section 9 “Proprietary Rights,” that by their nature and content are intended to survive the performance hereof, shall so survive the completion and termination of this Agreement.
(i) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of California or U.S. Federal Law , or as if the Agreement were made in California for performance entirely within the State of California. Both partys consent to jurisdiction and venue in the Superior Court of San Diego County for California or U.S. District Court for the Southern District of California.
(j) Mediation Clause. If a dispute arises out of or relating to any aspect of this Agreement between Consultant and Client, or the breach thereof, and if the dispute cannot be settled through negotiation, Consultant and Client agree to first try in good faith to settle the dispute by private mediation or fee mediation provided by local mediation programs before resorting to arbitration, litigation, or any other dispute resolution procedure. The cost of such mediation shall be borne equally by the parties, unless otherwise stipulated in a settlement agreement between the parties.
(j) Complete Agreement. This Agreement together with Appendix A constitutes the entire agreement of the parties with respect to its subject matter and may not be modified in any way except by written agreement signed by both parties. There are no other agreements either express of implied with regard to this subject matter.
IN WITNESS WHEREOF, the client has read this Agreement as of the day and year first set forth above.
- Statement of Work: Consultant will provide Client with consulting Services and Custom Services Program that shall include:
3-Month, 1:1 Coaching Program: we meet twice a month for an hour each time to address your concerns plus the following.
- Natural Talent/Strengths Assessment- What are your current strengths and how are they playing out to your leadership benefit in the practice. 1 hour
- Personal Brand Assessment – This is a full assessment of your activities, how you come across, preferences and goals for the next 12 months. 1 hour
- Story drafting- You draft your story. 2 hours (plus I review, revise, comment on your story offline on my own time)
- Brand Leadership Strategy & Implementation- 2 hours
- Includes access to the online Personal Branding group program