THIS EXECUTIVE COACHING CONTRACT (this “Agreement”) is entered into by and between: (1) [ENTER COACH NAME] (hereinafter the “Coach”), located at [ENTER ADDRESS] and (2) [ENTER CLIENT NAME] (hereinafter the “Client”), located at [ENTER ADDRESS] (collectively referred to herein as the “Parties,” and individually as a “Party”). Whereby Coach agrees to provide certain Executive Coaching Services to Client as provided herein and Client agrees to compensate Coach for such Executive Coaching Services in accordance with the terms herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, Coach and Client agree as follows:
1. DESCRIPTION OF COACHING.
Coaching is a partnership (defined as an alliance, not a legal business partnership) between the Coach and the Client in a thought-provoking and creative process that inspires the Client to maximize the Client’s personal and professional potential. Coaching is designed to facilitate the creation and development of personal, professional and/or business goals and to develop and carry out a strategy/plan for achieving those goals.
1.1 Contractor.
Coach is an independent contractor with respect to its relationship to Client. Neither the Coach nor the Coach’s employees are or shall be deemed for any purpose to be employees of Client. Client shall not be responsible to the Coach, the Coach’s employees, or any governing body for any payroll taxes related to the performance of the Coaching Services.
1.2 Client engagement.
The Client acknowledges that success in any engagement between Client and the Coach is predicated on the participation and availability of the Client. Client is solely responsible for creating and implementing Client’s own decisions, choices, actions and results arising out of or resulting from the coaching relationship contemplated herein. As such, Client agrees that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach.
2. COACH-CLIENT RELATIONSHIP.
2.1 Client well-being.
Client is solely responsible for creating and implementing Client’s own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and Client’s coaching calls and interactions with the Coach. As such, the Client agrees that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
2.2 Termination.
Client further acknowledges that Client may terminate or discontinue the coaching relationship at any time upon the submission of written notification via email to the Coach.
2.3 Process.
Client acknowledges that coaching is a comprehensive process that may involve different areas of Client’s life, including, but not limited to, work, finances, health, relationships, education and/or recreation. The Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively the Client’s responsibility.
2.4 Limitations of Coaching.
Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment and/or any other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. If Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach.
2.5 Client communication.
The Client understands that in order to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.
3. COACHING SERVICES.
The Parties agree to engage in a [ENTER APPLICABLE TERM] month Coaching Program via [ENTER METHODS OF COACHING; I.E., IN-PERSON, REMOTE, ETC.] meetings (the “Coaching Services”). Coach will be available to Client by e-mail in between scheduled meetings as defined by the Coach (describe those terms here). Coach may also be available for additional time, per Client’s request on a prorated basis rate of [ENTER APPLICABLE HOURLY RATE] for services required by Client that are beyond the scope of the Services described herein.
3.1 Tools & Advice.
Client acknowledges that Client takes full responsibility for the Client’s wellbeing and all decisions made before, during and after the Coaching Services provided by the Coach. All information and the Coaching Services provided to Client are made available to Client as tools for Client’s own use and for informational and educational purposes only. Client accepts full responsibility for its choices, actions and results, and expressly assumes the risk of the Coaching Services for Client’s use, or non-use, of the information provided to Client. Client also acknowledges and understands that Client expressly assumes all of the risks related to the Coaching Services provided by the Coach to Client, whether or not such risks were created and/or exacerbated by the Coach.
3.2 Intellectual Property Rights.
The Coach retains all ownership rights to the materials provided to Client during the term of this Agreement. The materials Client is provided are for Client’s use only and are being provided to Client with a single-user license. Client is not authorized to share, copy, distribute, or otherwise disseminate any materials received from the Coach electronically or otherwise without the Coach’s prior written consent. All intellectual property shall remain the sole property of the Coach, and no license to sell or distribute the Coach’s materials is hereby granted or implied. Client agrees not to reproduce, duplicate, copy, sell, trade, resell and/or exploit for any commercial or personal purposes any materials provided by the Coach to Client without the Coach’s prior written consent.
4. SCHEDULE & FEES.
4.1 Fees.
This Agreement is effective as of the Effective Date provided above. The fee for the Coaching Services shall be as follows: [ENTER APPLICABLE COMPENSATION STRUCTURE FOR THE COACHING SERVICES]. Client shall pay all invoices within fifteen (15) days of receipt from the Coach. In the event Client fails to pay any portion of an invoice when due, a late payment penalty of five percent (5%) will be assessed for every week such payment is delayed. Invoices may be paid via [ENTER APPLICABLE PAYMENT METHOD(S)].
4.2 Coaching meetings.
The coaching calls/meetings shall be [ENTER APPLICABLE LENGTH] minutes in length.
4.3 Authorized Expenses.
Client will reimburse Coach for all reasonable expenses incurred by the Coach in performing the Coaching Services pursuant to this Agreement, only if the Coach receives written consent via email from an authorized representative of Client prior to incurring such expenses and submits receipts for such expenses to Client.
4.4 Expiration.
Client acknowledges and agrees that if Client has purchased a coaching services package of ten (10) sessions, such sessions will expire in two (2) years from the Effective Date of this Agreement. Should Client fail to use any or all of the sessions, Client shall not receive a refund of any kind.
5. PROCEDURE.
The time of the coaching meetings and/or location will be determined by Coach and Client based on a mutually agreed upon time. The Client will initiate all scheduled calls and will call the Coach at the following number for all scheduled meetings: [ENTER APPLICABLE PHONE NUMBER]. If the Coach will be at any other number for a scheduled call, Client will be notified prior to the scheduled appointment time.
6. CONFIDENTIALITY
6.1 Client privacy.
This coaching relationship, as well as all information (documented or verbal) that the Client shares with the Coach as part of this relationship, is bound by the principles of confidentiality set forth in the ICF Code of Ethics. However, please be aware that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. The Coach agrees not to disclose any information pertaining to the Client without the Client’s written consent. The Coach will not disclose the Client’s name as a reference without the Client’s consent.
6.2 Limitations.
Confidential Information does not include information that: (a) was in the Coach’s possession prior to its being furnished by the Client; (b) is generally known to the public or in the Client’s industry; (c) is obtained by the Coach from a third party, without breach of any obligation to the Client; (d) is independently developed by the Coach without use of or reference to the Client’s confidential information; (e) the Coach is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to the Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and/or (g) involves illegal activity. The Client also acknowledges Client’s continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner.
7. PRIVACY & DATA PROTECTION.
7.1 Compliance.
The Coach and the Client will each comply as appropriate with applicable privacy/data protection legislation, binding court orders, judgments and/or decrees, guidance, codes, policy and/or standards.
7.2 Personal data.
With regard to processing personal data/personal identifiable information (collectively “data”) in relation to the Client, the Coach will: process such data lawfully (on an appropriate basis including, but not limited to, consent, or to comply with the Coach’s legal or regulatory obligations, or for contractual performance, or for the Coach’s legitimate interests), fairly and in a transparent manner; collect such data for specified, explicit and legitimate purposes and not further process such data in a manner that is incompatible with those purposes; ensure that such data is adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed; maintain such data accurately; keep such data for no longer than is necessary for the purposes for which the data are processed; process such data in a manner that ensures appropriate security of the data, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organizational measures; maintain records of such data processing under applicable privacy/data protection legislation requirements; share such data with third parties who the Coach will inform the Client about; concerning such data, observe the Client’s privacy/data protection rights under applicable privacy/data protection legislation requirements, which may be subject to some conditions and exceptions; process such data for marketing purposes under applicable privacy/data protection legislation requirements; in case of a security breach concerning such data, where requirements of applicable privacy/data protection legislation are met, notify a regulatory or supervisory authority, board or other body responsible for administering privacy/data protection legislation, and the Client of the data security breach; and, where it is necessary for the Coach to transfer such data internationally the Coach will comply with applicable privacy/data protection legislation requirements designed to ensure the privacy of such data.
7.3 Liability.
In connection with any infringement by the Coach of applicable privacy/data protection legislation requirements, including a security breach, concerning personal data/personal identifiable information in relation to the Client, the Coach’s entire liability under this Agreement and the Client’s exclusive remedy shall be limited to the amount actually paid by the Client to the Coach under this Agreement for all coaching services rendered through and including the termination date.
8. CANCELLATION POLICY.
Client agrees that it is the Client's responsibility to notify the Coach of any cancellations forty-eight (48) hours in advance of any scheduled calls/meetings. Coach reserves the right to bill Client for a missed meeting. Coach will attempt in good faith to reschedule the missed meeting.
9. RECORD RETENTION POLICY.
The Client acknowledges that the Coach has disclosed the Coach’s record retention policy with respect to documents, information and data acquired or shared during the term of the Coach-Client relationship. Such records will be maintained by the Coach in a format of the Coach’s choice (print or digital/electronic) for a period of not less than two (2) years.
10. TERMINATION.
Either the Client or the Coach may terminate this Agreement at any time with [ENTER APPLICABLE NOTIFICATION PERIOD] days’ prior written notice. Client agrees to compensate the Coach for any and all Coaching Services rendered through and including the effective date of termination of the coaching relationship.
11. LIMITATION OF LIABILITY & INDEMNITY.
Client agrees to defend, indemnify, and hold harmless the Coach and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from Client’s material breach of any duty, representation or warranty under this Agreement.
12. DISCLAIMER OF WARRANTIES.
Notwithstanding anything to the contrary in this Agreement, the Coach makes no and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose with respect to the Coaching Services to the extent permitted by applicable law. The Coach makes no representations or warranties as to the success of the Coaching Services for any purpose or use. In no event shall the Coach be liable to Client or to any other person for any incidental, consequential or special damages arising from the Coaching Services as herein contemplated. Past results are in no way a guarantee of results for any current client of Coach. Client hereby disclaims that it is relying upon or has relied upon any representations or warranty not included in this Agreement that may have been made by any person, and acknowledges and agrees that the Coach disclaims any such other representations and warranties. Client freely and voluntarily assumes all risks involved with receiving the Coaching Services described herein. The Coach makes no guarantee, representation or warranty as to the results that Client may attain through the Coaching Services and Coach explicitly disclaims any warranty or guarantee, express or implied, of results.
13. ENTIRE AGREEMENT.
This Agreement reflects the entire agreement between the Coach and the Client, and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations. The Agreement may not be amended, altered or supplemented except in writing signed by both the Coach and the Client.
14. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of Illinois, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of Illinois, and both Parties expressly consent to jurisdiction in such courts.
15. DISPUTE RESOLUTION.
If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client and Coach agree to attempt to mediate in good faith for up to thirty (30) days after notice given. If the dispute is not so resolved, and in the event of legal action, the prevailing Party shall be entitled to recover attorney’s fees and court costs from the other Party.
16. SEVERABILITY.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
17. WAIVER.
The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
18. BINDING EFFECT.
This Agreement shall be binding upon the Parties hereto and their respective successors and permissible assigns.
THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.
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