COACHING AGREEMENT
Welcome! I am looking forward to working with you! Please read the information carefully. The purpose of this Agreement is to set forth the details about working together so that we both are clear as to what each of our respective roles are and how our communication will take place so that our time together will be positive, productive and comfortable!
The Agreement below is being made between Cindy K Tan of Vertical Movement Wellness LLC of 530 S Lake Ave #997, Pasadena, CA 91101 (“Coach” or “me”) and you (client). Collectively, all of the above people or businesses entering this Agreement will be referred to as the "Parties". We both legally agree to the following:
PURPOSE OF THE AGREEMENT
Client wishes to hire Coach to provide services relating to Client’s coaching needs, as detailed in this Agreement. Coach has agreed to provide such services according to the terms of this Agreement.
TERMS
Private Coaching will include the following:
Weekly 1-on-1 30 minute accountability coaching calls
Learning to build your own nutrition habits/goals
Check-ins including necessary information
Daily/weekly journaling and mindset work
Weekly goals and habits/skills building work
Confidence building and mastering
Building healthy relationships with nutrition and fitness
Expectations
What you will expect from me during the program(s):
Be prepared for all 1-on-1 calls
Promptly send all coursework and provide any support and feedback
Give you my full attention and support
Provide guidance, encouragement, and advice to help you reach your goals
Always be available during working hour times to answer any questions
What will be expected of you:
Come to calls prepared and on time
Complete all goal/mindset work which will help you progress towards your big goal
Open to new ideas and habits and willing to be pushed out of your comfort zone
Always ask questions
Send payments promptly when receiving invoice
Treat this with an open mind, and make it a top priority if you are ready for real change
Package: Client chooses Contractor’s Vertical Movement Transformation Journey package.
Services: Coach shall provide Client with the following services on a Weekly basis (“Services”):
12 Virtual Meetings, one per week
Access to Vertical Movement Transformation Journey Online Course 2022
Fees: Coach’s hourly rate is $60 per each half hour spent on Client’s Services over the allotted amount of time purchased.
Expenses: Any expenses incurred by Coach while providing Client with Services will be invoiced to Client in a timely manner. Client is responsible for paying for and delivering any third party software licenses or products Client wishes Coach to utilize by start date on program. At the Coach’s discretion, Coach will make reasonable efforts to integrate Client’s suggested software or products.
Late Fees: If Coach does not receive payment from Client within fourteen 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. If Coach has made reasonable attempts to notify Client of Client’s outstanding balance, and Client’s balance remains unpaid or partially paid, then Coach reserves the right to send Client to collections for any and all outstanding payments. Client agrees to pay for all Coach’s reasonable collections and legal costs encountered while attempting to collect against Client.
For example, Client owes Coach $1000 due on April 1 and fails to pay by April 14th. On April 15th, Client owes Coach $1015. On April 16th, Client owes Coach $1030.23. On April 17th, Client owes Coach $1045.68, and so on.
Schedule: Coach shall deliver Services in a reasonable amount of time. Client must respond to any Coach communication within a reasonable amount of time of 7 days. If Client fails to respond to Coach within 7 calendar days for feedback or any other Coach request(s), it is within the Coach’s discretion to delay or cancel a Client’s Services. If Services are delayed due to lack of response, Client must pay an additional fee of $50 to restart the Services in a timely manner.
Delivery of Services: Coach will provide all Zoom Sessions to Client by end date of the 12 week program. All Services must be provided directly to Client by the end date of 12 week program unless otherwise specified in this Agreement.
PROTECTIONS & RELATIONSHIP
Copyright Ownership: In the event that any copyrighted work(s) are created or shared as a result of the Services provided by Parties in accordance with this Agreement, the contributing Party owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Party who creates the materials and may be used in the reasonable course of each Party's business going forward. For example, if Coach shares a spreadsheet that Client utilizes, Client may not share, distribute, sell, or otherwise enjoy the privileges of said spreadsheet and copyrighted material contained within the spreadsheet.
Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.
Exclusivity: Client understands and agrees she has hired Coach exclusive of any other service provider, and no other coaches, other than any assistant or third party that Coach has hired to complete the Services outlined herein, are permitted to provide the same Services, paid or unpaid, unless prior permission is granted by Coach.
Permitted Uses of Material(s): Coach grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Coach with attribution reasonably visible on primary or related course materials or marketing collateral. In no event is the Client allowed to share Coach’s materials with any third party without Coach’s express prior written permission.
Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies, to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” is this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.
Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Parties in whatever form to any parties outside of this Agreement.
This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or Confidential Information.
Relationship of the Parties: Coach and any related subcontractors are not employees, partners, or members of Client’s company or organization. Coach has the sole right to control and direct the means, manner, and method by which the Services in this Agreement are performed. Coach has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operations and expenses, including securing or paying any licensing fees, taxes (including FICA), registrations, or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Coach.
LIMIT OF LIABILITY
Maximum Damages: Client agrees that the maximum amount of damages s/he is entitled to in any claim of or relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Coach.
Indemnification: Client agrees to indemnify and hold harmless Coach, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. In the case of in-person meetings or coaching, Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Coach to pay for any such damages.
Client Responsibilities: Client agrees that the accuracy of information supplied to Contractor is the sole responsibility of Client, and that Contractor is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information provided by Client. Client assumes full responsibility for final deliverable(s) provided, final proofing and accuracy.
Assumption of Risk: Client and related parties/participants expressly assume any risk of Services and related activities as described in this Agreement.
Disclaimer: Client agrees and understands Coach is not providing the professional services of a nutritionist, dietician, physical therapist, therapist, or any other kind of licensed or certified professional. Should Client desire professional services that exceed the scope of this Coaching Agreement, Client must sign a letter of engagement of said professional services. No legal, financial, accounting, nutritional, or other kind of professional advice will be given without entering into such a relationship via the letter of engagement referenced immediately above.
Guarantees: Coach cannot make any guarantees as to the results, including financial or other gains, of the coaching provided. Coach agrees to provide the Services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.
Release: Client has spent a satisfactory amount of time reviewing Coach’s work or past client reviews, and has a reasonable expectation that Coach’s Services will produce a reasonably similar outcome and result for Client. Coach will use reasonable efforts to ensure Client’s Services are carried out in a style and manner consistent with Coach’s current portfolio and services, and Coach will try to incorporate any suggestions Client makes. However, Client understands and agrees that:
Every client and final delivery is different, with different tastes, budgets, and needs;
Health Coaching is a subjective service and Coach is a provider with a unique vision, with an ever-evolving style and technique;
Coach will use its personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;
Dissatisfaction with Coach’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.
Non-disparagement: The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.
CANCELLATIONS OR RESCHEDULING
Client Desires to Cancel or Reschedule: If the Client desires to cancel Services of Coach for any reason at any time, then Client shall provide at least 24 hours of Notice to Coach in order to cancel this contract. Client may reschedule Services with at least 24 hours Notice. If you don’t provide a notice at least 24hrs, please have a legitimate reason as to why. First time will be pardoned. If it happens again, you will lose that coaching call due to failure to commit and taking my time. You agree to abide by this and show respect for my time and your commitment to the program. Notice will not relieve the Client of any currently outstanding payment obligations. Coach will not be obligated to refund any portion of monies Client has previously paid to Coach. If Coach is able to re-book further services on or before Client’s final delivery date, Client may be issued a credit for future services with Contractor at Contractor’s discretion within program time frame and before the end date of the program. Coach has no obligation to attempt to re-book further Services to make up for Client’s cancellation or rescheduling.
Investment
You agree that you are financially willing and able to invest in this Program by choice, and that by so doing, you are not incurring any economic hardship in any way. If a payment cannot be made, your Program will be put on hold (including during the grace period). You may not pause your program to start at a later date.
Refund Policy
I want you to be happy with your Program, however, it is your responsibility to bring up any concerns immediately. I will do my absolute best to run this program in a way that works best for you and accommodate you with any needs. However, if you do not address your concerns, I am not responsible for any claims.
If the Client terminates the Agreement, any outstanding payments for services that already have been provided to date will be due immediately.
If for some reason you are not satisfied you may stop the Program at any time, whether or not you have held all of your Coaching Sessions. Because we will have invested considerable time and effort in your Program, if you decide to withdraw for any reason, you will remain fully responsible for all payments and the full cost of the Program. To clarify, no refund will be provided for any reason.
Coach Desires to Cancel or Reschedule: In the event Coach cannot or will not perform his/her obligations in any or all parts of this Agreement, Coach (or a responsible party) will immediately give Notice to Client, and at the Coach’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Coach, no reasonable substitute is found, Coach shall excuse Client of further performance obligations in this Agreement.
Force Majeure: Notwithstanding the above, either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the Services provided in this Agreement, including:
A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, or infestation); or
War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
Any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
GENERAL PROVISIONS
Governing Law: The laws of California govern all matters arising under or relating to this Agreement, including torts.
Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.
Notice: Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:
Coach’s Email: cktan@verticalmovementwellness.com
Coach's Address: 530 S Lake Ave #997, Pasadena, CA 91101
Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
Assignment: Neither Party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided in this Agreement.
Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.
Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.
Dr. Cindy K Tan, DPT, PT, CSCS, PN1
Owner, Vertical Movement Wellness