Business Coaching Agreement 

 

1. PARTIES. 

 

PreTSD LLC 

7 Mine Hill Rd. Redding, CT 06896 

[email protected] 

845-803-1024 

(hereinafter, the “Coach”) 

 

[Client Name] 

[Client Address]  

[Client Email] 

[Client Phone] 

(hereinafter, the “Client”)  

 

Collectively, the above people or businesses entering into this Agreement will be referred to as “the Parties.” 

 

1. ENGAGEMENT. Client hereby engages Coach from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) for the limited purpose of providing coaching (hereinafter, the “Services” or “Coaching Sessions”).  

 

1. TERM. This Agreement shall be in force for a period of 12 months, beginning the 1st day of the date of signature and ending 12 months from date of signature. Any extension or renewal of the Term must be agreed to in a writing signed by both Parties.  

 

1. COACHING SESSIONS. Coaching sessions will include the following:  

 

1. Bi-Weekly 30-minute web-based coaching sessions.  

1. Bi-weekly 45 min small group coaching sessions.  

1. Coaching sessions will include strategy, planning, interpersonal development, and both personal and professional development discussions.  

1. Clients have access to Coach via email and phone during normal business hours.  

 

1. CLIENT RESPONSIBILITY. The client is expected to focus on self-responsibility, accountability, journaling, being open to participation, providing Coach with updates, communicating honestly, etc.  

 

1. CANCELLATION POLICY. Coach requires 48 hours’ notice to cancel or change the Services. Client is responsible for paying the full amount of the session if cancellation occurs less than 48 hours before an appointment and/or Client does not show up for a session. 

 

1. COMPENSATION. In full consideration of Coach’s performance, his / her obligations and the rights granted herein, Client agrees to pay $1,000 monthly. All payments made by Client to Coach are non-refundable. Payment is due on receipt of invoice or invoices will be auto-billed. Payment will be collected by Coach via the Stripe payment system or invoiced to the paying Company if pre-arranged. Client gives Coach authorization to charge Client’s credit/debit card on file for any outstanding fees. Payment failure will result in the termination of Coach’s services.  

 

1. LATE FEES. If Coach does not receive payment from Client within fourteen (14) calendar days of any payment date, then Client will be charged a late fee of 1.5% of the outstanding amount per each day that Coach does not receive payment. 

 

1. CHARGEBACKS. Client agrees to make every attempt to file for a refund prior to attempting a chargeback with Client’s financial institution. The Client will remain responsible for amounts due under this Agreement in the event Client disputes payment with its financial institution. In the event of a chargeback attempt, Client expressly agrees to forfeit any and all intellectual property or deliverables afforded to Client in exchange for Client’s purchase of Coach’s Services.  Coach reserves the right to present proof of purchase and this Agreement to the financial institution investigating the dispute. 

 

1. COACH CONFIDENTIALITY. The Coach agrees not to disclose any information pertaining to Client without Client’s written consent. Confidential Information does not include information that: (a) was in Coach’s possession prior to its being furnished by Client; (b) is generally known to the public; (c) is obtained by Coach from a third party, without breach of any obligation owed to Client; (d) is independently developed by Coach without use of or reference to 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 Coach reasonably believes there to be an imminent or likely risk of danger or harm to Client or others; or (g) involves illegal activity. Client should also be aware that telephone, email and videoconference are not encrypted methods of communication, and some confidentiality risk exists with their use. Client must raise any confidentiality questions or concerns with the Coach in a timely manner. 

 

1. CLIENT CONFIDENTIALITY. During the course of Coach’s performance of Services for Client, Client may receive, have access to and create documents, records and information of a confidential and proprietary nature to Coach. This confidential information may include but is not limited to Coach work product, coaching materials, company and member financial information, marketing plans and strategies, market research, client and other mailing lists, business transactions, supplier or vendor relationships, contract terms, present and future projects and products, and pricing and cost information, and other information that is not generally known to the public (“Confidential Information”). Client acknowledges and agrees that such Confidential Information is an asset of Coach, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Coach must be kept strictly confidential and used only in the performance of Client’s performance under this Agreement. Client agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except as otherwise directed by Coach in the course of Client’s performance under this Agreement, and thereafter only with the written permission of Coach. Client shall notify the Coach immediately in the event Client becomes aware of any loss or disclosure of any Confidential Information. Upon termination of this Agreement or upon the request of Coach, Client will return to Coach all of the Confidential Information, and all copies or reproductions thereof, which are in Client’s possession or control. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner. 

 

1. INTELLECTUAL PROPERTY. Coach will retain all ownership rights, including copyright and other intellectual property rights to all Coach-created content. There shall be no transfer of intellectual property through this Agreement. No license of intellectual property is granted to Client.   

 

1. NON-DISPARAGEMENT. The Parties agree that they shall not disparage, criticize, or defame the other Party, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders or employees. Nothing in this section applies to any evidence or testimony required by any court, arbitrator or government agency. 

 

1. BUSINESS HOURS. Coach’s business operating hours are as follows: Monday - Friday 9:00am to 5:00pm EST. All emails will be responded to within twenty-four (24) hours during Business Operating Hours. If communication is made to Coach during the weekend, it will be addressed the following Business Day. Phone appointments may be scheduled via email. 

 

1. WARRANTIES AND REPRESENTATIONS. Parties represent and warrant to each other that each is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between either Party and any third party. The Parties represent and warrant to each other that each is at least 18 years of age at the time of execution of the Agreement.  

 

1. ASSIGNMENT. This Agreement is personal to each of the Parties. No rights or obligations may be assigned or delegated by either Party at any time, unless such assignment is in writing and signed by both Parties. 

 

1. TERMINATION. Either Party may terminate this Agreement at any time without cause upon five (5) days prior written notice to the other Party. Client agrees to compensate Coach for all services rendered through and including the effective date of termination of the Coach-Client relationship. 

 

1. FORCE MAJEURE. If either Party is unable to perform any of its obligations, with the exception of payment, by reason of fire or other casualty, strike, act or order of public authority, global pandemic, administrative order by governmental authority, act of God, or other cause beyond the control of such Party (hereinafter, a “Force Majeure Event”), then such Party shall be excused from such performance during the pendency of such cause. COVID-19 and any related governmental orders or shutdowns are known phenomena and not Force Majeure events. The Party suffering a Force Majeure Event shall give written notice within five (5) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. 

 

1. 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. 

 

1. SEVERABILITY. If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force. 

 

1. MERGER/FINAL AGREEMENT. This Agreement constitutes the final, exclusive agreement between the parties. All earlier and contemporaneous agreements, negotiations, understandings, representations and warranties between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.  

 

1. AMENDMENT. The Parties may amend this Agreement only by the Parties’ written consent pursuant to the notice provided in this Agreement.  

 

1. NOTICES. All notices, claims, and demands made under this Agreement must be in writing and addressed to the other Party at the email address set forth below. A notice by a Party is effective only if the Party giving the Notice has complied with the requirements of this Section. 

 

Notice to Client: Client Name 

Attention: [Name or title of person to receive notices] 

[Email Address]  

 

Notice to Coach: PreTSD LLC  

Attention: Lance Pendleton  

[email protected]  

 

1. DISCLAIMER OF LIABILITY. Coach makes no guarantees, representations or warranties of any kind or nature, express or implied, including without limitation, those of non-infringement, merchantability, title, fitness for a particular purpose, and warranties arising from course of dealing or course of performance with respect to its Services. Client’s use of the Services is at Client’s own risk. The use of Coach’s information, products and services should be based on Client’s due diligence. Coach’s services and advice are for informational and educational purposes only. 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, or other professional advice by legal, medical or other qualified professionals and that it is Client’s exclusive responsibility to seek such independent professional guidance as needed. Coach disclaims any liability for economic loss, physical injury or illness. 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. 

 

1. EARNINGS DISCLAIMER. Coach may reference certain results, outcomes or situations. Client understands and acknowledges that Coach makes no guarantee as to the accuracy of third-party statements contained herein or the likelihood of success for Client as a result of these statements. Coach cannot guarantee success merely by the Client purchase of Coach’s services.  Client understands that individual results and outcomes will vary. There is no guarantee that Client will make any income at all and Client agrees and accepts the risk that the earnings and income statements differ by individual. Any results displayed on Coach’s website or in any of his/her materials are not guaranteed or typical. Individual results depend on many factors, including an individual’s background, motivation, business experience and individual capacity.  

 

1. INDEMNIFICATION. Client hereby agrees to indemnify, defend and hold harmless Coach, its affiliates, employees and agents from and against any and all third party suits, claims, demands, causes of action, liabilities, damages, judgments, losses, costs and expenses, including reasonable legal expenses and attorney’s fees, to the extent such losses result from any breach of the Agreement or applicable law by Client or breach of contractual or fiduciary obligation owed by it to a third party.  

1. LIMITATION OF DAMAGES. Notwithstanding any damages that Client may incur, Coach’s entire liability under this Agreement, and Client’s exclusive remedy, will be limited to the amount actually paid by or on Client’s behalf to Coach under this Agreement for all Services rendered through and including the termination date. Neither Party shall, under any circumstances, be liable to the other Party for consequential, incidental, indirect or special damages, including but not limited to loss of actual or anticipated profits or income, punitive damages, loss of revenue; loss of contracts; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or any indirect or consequential loss, whether such loss or damage was foreseeable or in the contemplation of the parties.  

1. GOVERNING LAW.  This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule. 

1. MEDIATION. In the event a dispute shall arise between the Parties that is related to or arises out of this Agreement, the Parties agree to attempt to resolve the dispute through mediation. The mediation will take place in Fairfield County, CT or remotely via Zoom. The Parties agree to cooperate with one another in selecting a mediation service, and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. For a mediation, the parties will agree to use commercially reasonable efforts to begin the mediation within 15 business days of the selection of the mediator and to conclude the mediation with 30 days of the start of the mediation. The costs of the mediation will be equally split between the Parties. If the Parties fail to agree at the completion of the mediation, the requesting part may commence legal proceedings to resolve the dispute. 

1. JURISDICTION AND VENUE. If the Parties cannot resolve any dispute for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, either party may file suit in a court of competent jurisdiction in the state or federal courts of Fairfield County CT and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.  

 

Lance Pendleton 

By _____________________ 

Name:  

Title: 

 

[Name of Client] 

By _____________________ 

Name:  

Title: