THIS COACHING SERVICES AGREEMENT (this “Agreement”) is made as of date of purchase, by and between Samantha Siffring Coaching (“Coach”), and Purchaser (“Client”).

 

RECITALS

 

WHEREAS, Client desires to engage Coach for certain coaching services as more specifically set forth herein; and

 

WHEREAS, Coach accepts this engagement under the terms and conditions of this Agreement;

 

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Client and Coach agree as follows: 

 

AGREEMENT

 

1.       Nature of Services. Coach agrees to provide Client with the following services (the “Services”): One 50 minute coaching session via video conference. 

 

1.     Additional Services. If Client wishes to engage Coach for additional services outside the scope of the Services, Client and Coach will agree to the additional services and payment terms in writing (including by e-mail), and all other terms of this Agreement will continue to apply.

 

2.       Compensation. In consideration for the Services to be performed by Coach, Client agrees to pay Coach $197 (“Coach’s Fee”) prior to scheduling the coaching services.

 

1.     Expenses. Unless otherwise agreed to in writing by Client (including by e-mail), Coach is responsible and solely liable for all business expenses related to Coach’s performance of the Services.

 

3.       Sessions. If Client needs to reschedule or cancel a session with Coach, Client shall provide at least 1 days’ notice. If Client fails to give Coach the required notice, that will be considered a cancellation of the session and it will be deducted from the total number of sessions provided as part of the Services. In addition, Client is allowed to reschedule 2 times before any future rescheduling will be considered a cancellation of the session and deducted from the total number of sessions provided as part of the Services.

 

4.       Independent Contractor. It is expressly agreed that Coach is acting as an independent contractor and not as an employee in providing the Services to Client, and, as such, Coach is responsible for setting their own work hours, furnishing their own tools and equipment, and conducting their own day-to-day business. Nothing contained in this Agreement will be deemed to create a partnership, joint venture, or employer-employee relationship between Client and Coach. Because Coach is an independent contractor, Coach agrees that (a) Coach is solely responsible for payment of all federal, state, and local income taxes, Social Security or Medicare taxes, and any other employment-related taxes due to the proper taxing authorities, (b) Client will not deduct or withhold such taxes from any payments to Coach or make any federal or state unemployment contributions, (c) Client will not obtain workers’ compensation insurance on behalf of Coach, and (d) Coach will not receive health insurance coverage or other fringe benefits from Client.

 

5.       Client-Coach Relationship. 

 

1.     In connection with Coach’s performance of the Services, Client agrees to (a) promptly respond to Coach’s communications, (b) provide truthful, accurate, and complete information to Coach, (c) give the necessary time and energy to fully commit to Coach’s program, and (d) make timely payments of Coach’s Fee.

 

1.     Coach will perform the Services in a professional, diligent, and workmanlike manner. Coach’s methods and techniques will conform to industry standards and reasonable ethical obligations. 

 

1.     Both parties will refrain from tortious interference with the contracts and business relationships of the other party.

 

1.     Coach does not make any representations, warranties, or guarantees as to the specific results that Client will experience from the Services. Client shall be responsible for their own results and for how to implement Coach’s program into Client’s life.

 

1.     Client understands and agrees that Coach is not providing, and that the Services should not be used as a substitute for, the professional services of an attorney, accountant, financial planner, nutritionist, medical professional, mental health professional, or any other kind of licensed or certified professional.

 

6.       Non-Disclosure and Confidentiality.

 

1.     Definition. Client and Coach agree that “Confidential Information” means any information disclosed by one of the parties hereunder (the “disclosing party”) to the other party (the “receiving party”), either directly or indirectly, in writing or orally, including, without limitation, (a) trade secrets and business plans, content, finances, methods, documents, and practices; (b) information on personnel, subscribers, users, and suppliers; (c) ideas, processes, methods, products, marketing plans, analytics, trademark applications, and other proprietary rights; (d) source code, drawings, sketches, samples, technical information, or other related information; and (e) any other information which (i) if conveyed in written or other tangible form, is designated as “confidential,” “proprietary” or the like, (ii) if disclosed in other than tangible form, is orally designated as confidential or proprietary by the disclosing party at the time of delivery and such designation is confirmed in writing within fifteen (15) days of the initial disclosure, or (iii) is or should be reasonably understood by the receiving party to be confidential or proprietary to the disclosing party.

 

1.     Use and Disclosure of Confidential Information. The receiving party shall hold in confidence, and shall not disclose to any person, any Confidential Information. The receiving party shall use the Confidential Information only in connection with fulfilling the terms of this Agreement and such Confidential Information shall not be used for any other purpose. The receiving party shall not exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing party. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the receiving party from disclosing Confidential Information to the extent required in order for the receiving party to comply with applicable laws and regulations, provided that the receiving party provides prior written notice of such required disclosure to the disclosing party and takes reasonable and lawful actions to avoid or minimize the extent of such disclosure.

 

1.     Care of Information. The receiving party shall use professionalism, good judgment, and care when handling Confidential Information. The receiving party shall protect the Confidential Information from disclosure to a third party using the same care and diligence that the receiving party uses to protect its own proprietary and confidential information, but in no case less than reasonable care. This standard of care shall include, without limitation, being mindful that (a) others cannot overhear a discussion that includes Confidential Information, (b) documents containing Confidential Information are not left in public view, and (c) Confidential Information is not left on a computer screen in public view. The receiving party shall promptly notify the disclosing party of any disclosure of Confidential Information in violation of this Agreement.

 

1.     Term. The receiving party’s obligation to protect the Confidential Information shall remain in effect indefinitely or until one of the exclusions set forth below shall operate to terminate the receiving party’s obligations. 

 

1.     Ownership of Confidential Information. All Confidential Information shall be and remain the property of the disclosing party, and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information to the receiving party. The receiving party shall honor any request from the disclosing party to promptly return or destroy all copies of Confidential Information and all notes related to such Confidential Information. 

 

1.     Damage. Client and Coach agree that the disclosing party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual damages from any court of competent jurisdiction.

 

1.     Exclusions. Notwithstanding the above, this Agreement imposes no obligation upon the receiving party with respect to information that: (a) was rightfully in the receiving party’s possession without a duty of confidentiality before receipt from the disclosing party; (b) is disclosed to the receiving party by a third party without such third party having an obligation of confidentiality to the disclosing party; (c) is disclosed by the disclosing party to a third party without a duty of confidentiality on the third party; (d) is or becomes publicly known through no wrongful act of the receiving party; (e) is independently developed by the receiving party without reference to any Confidential Information; (f) is approved for release (and only to the extent so approved) by the disclosing party; or (g) is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.

 

7.       Conflicts. Nothing in this Agreement precludes Coach from performing services for other entities or individuals.

 

8.       Harassment. At no time and under no circumstances whatsoever shall either party tolerate abusive, violent, destructive, menacing, or harassing behavior from the other party or any person affiliated with the other party.

 

9.       Default.

 

1.     Client Default. In the event (i) Client fails to make a payment within ten (10) days after receipt of a notice from Coach that payment is late, or (ii) Client fails to respond to a communication from Coach for fourteen (14) consecutive days or more, or (iii) Client is in breach of a non-monetary provision of this Agreement after receipt of notice thereof and thirty (30) days to cure, Coach shall have the right to cease performance of the Services and terminate this Agreement. In such event, Coach shall be entitled to retain all monies paid hereunder and collect any unpaid portion of Coach’s Fee as liquidated damages. The parties acknowledge and agree that Coach’s damages in the event of Client’s breach of this Agreement would be difficult or impossible to measure and that the aforesaid liquidated damages are a reasonable estimate of Coach’s damages and are not intended as a forfeiture or penalty.

 

1.     Coach Default. In the event (i) Coach fails to respond to a communication from Client for fourteen (14) consecutive days or more, or (ii) Coach is in breach of a provision of this Agreement after receipt of notice thereof and thirty (30) days to cure, Client shall have the right to terminate this Agreement. In such event, Client shall be entitled to a refund of any portion of Coach’s Fee paid towards Services that have not yet been performed.

 

10.   Force Majeure.

 

1.     Each of the following shall be defined as a “Force Majeure Event”: (a) acts of God; (b) casualty or natural disasters (including, without limitation, fire, earthquake, explosions, hurricane, flooding, storms, blizzards, infestations, epidemic, or pandemic); (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, insurrection, or other civil unrest; (d) government order, law, or act (or failure to act); (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, lockouts, labor disputes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) personal incidents such as accident, death in the family, illness, medical or health condition, or sudden tragic circumstances; or (j) any other reason not within the reasonable control of the party delayed in performing (whether similar or dissimilar to the foregoing events).

 

1.     If either party shall be prevented from performing under this Agreement by reason of a Force Majeure Event, then such non-performing party shall not be in default under or in breach of this Agreement as a result. The non-performing party shall give notice of its inability to perform to the other party within five (5) days after the Force Majeure Event, though performance shall still be excused even if notice isn’t given. The non-performing party shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event, and the non-performing party shall resume the performance of its obligations as soon as reasonably practicable after the end of the Force Majeure Event. The provisions of this Section shall not operate to excuse Client from timely payment to Coach.

 

11.   Intellectual Property. All materials, including, without limitation, documents, drawings, drafts, notes, designs, computer media, electronic files, and lists, and any additions to, deletions from, alterations of, copies, and revisions of such materials, which (a) are furnished to Coach by Client or vice versa; (b) are developed in the process of Coach’s performance of the Services; or (c) embody or relate to the Services (collectively, the “Materials”) shall be owned by the contributing or creating party. The party who owns their respective Materials may use such Materials in the reasonable course of such party’s business going forward. The non-contributing or non-creating party shall have no rights to the other party’s Materials except as necessary to fulfill such non-contributing or non-creating party’s obligations under this Agreement. 

 

12.   Indemnification; Limit of Liability.

 

1.     Client agrees that any personal injury to Client or any damage to Client’s property incurred in the course of receiving the Services shall be the responsibility of Client, except to the extent of the willful misconduct or gross negligence of Coach.

 

1.     To the fullest extent permitted by law, Client agrees to indemnify Coach[, and Coach’s owners, officers, partners, directors, shareholders, members, employees, contractors, and agents,] from and against any and all costs, losses, damages, liabilities, expenses, demands, and judgments, including court costs and reasonable attorney’s fees, which may arise out of this Agreement. 

 

1.     No personal liability shall accrue hereunder against any individual, member, partner, officer, director, representative, employee, shareholder, trustee, fiduciary, or principal (disclosed or undisclosed) of Coach. 

 

1.     In any event, the maximum liability of Coach hereunder shall not exceed the total amount paid by Client to Coach hereunder.

 

1.     Notwithstanding any other provision herein, but excluding indemnification obligations or damages arising from breach of a party’s confidentiality obligations, it is expressly understood and agreed that neither Coach nor Client shall have any liability for consequential, special, punitive or treble damages with respect to any of the agreements or covenants of this Agreement.

 

13.   Miscellaneous Provisions.

 

1.     Notice. All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given (a) by delivery in person, (b) by a nationally recognized next day courier service, or (c) by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be effective upon the receipt by the party to which notice is given or upon refusal of delivery. Notice may also be given by electronic mail, and such notices shall be effective upon receipt of a written acknowledgement by the party to which notice is given. 

 

1.     Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties, and this Agreement supersedes any prior written or oral agreements between the parties. This Agreement may be modified or amended only in a writing signed by all parties. 

 

1.     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 a 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. 

 

1.     Waiver. The failure of either party to require strict compliance with the performance of any obligations or conditions of this Agreement shall not be deemed a waiver of that party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.

 

1.     Applicable Law. This Agreement, and all matters arising out of or related to (directly or indirectly) this Agreement (including tort claims), shall be governed by the laws of the State of Colorado, without giving effect to its principles of conflicts of law, and any disputes arising therefrom must be handled exclusively in the federal and state courts located in County of Jefferson.

 

1.     Assignment. Neither party shall assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party. Any assignment without such consent is ineffective, null, and void.

 

1.     Counterparts and Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and which collectively shall constitute one agreement. Use of fax, email and electronic signatures shall have the same force and effect as an original signature.


 

h.   Attorney’s Fees.  If any litigation is brought by either party against the other either to enforce the rights of any party hereto or to clarify rights and obligations hereunder, the substantially prevailing party shall be entitled to recover from the other party thereto the reasonable costs and expenses, including reasonable attorneys’ fees and costs, of such proceeding. In addition, if Client fails to make any payments on time, Client agrees to pay for Coach’s reasonable collections and legal costs incurred while attempting to collect against Client.