POSITIONED FOR MINDFULNESS - COACHING TERMS AND CONDITIONS AGREEMENT

 

THIS POSITIONED FOR MINDFULNESS - COACHING AGREEMENT (the “Agreement”) is entered into for 3-months beginning in March and extending through May between Roberta Cocco, LLC (the, “Coach”) and individuals as outlined by the registration forms, (the, “Client”).

In consideration of the terms, covenants, and conditions set forth herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, Client and Coach mutually agree as follows:

1. Services. Client hereby retains Coach to render mindfulness education, consulting, and training services (hereinafter, the “Services”). The manner and means by which Coach chooses to complete the Services are in Coach’s sole discretion and control. Coach’s obligations shall be conditioned upon receiving such information and cooperation from Client as may be reasonably necessary to perform the Services.

2. Services Not Performed by Coach.  Although Coach may comment upon Client’s physical, emotional, or spiritual wellbeing, Client acknowledges that Coach is not a physician, psychiatrist, counselor, nor any other kind of medical professional. Any health-related information, services, or representations made by Coach are of opinion only, and should not be relied upon by Client as medical advice.  Client further acknowledges that Client has been advised to consult with its own doctor, physician, psychiatrist, or other healthcare professional prior to executing this Agreement.

3. Term. The Term of this Agreement shall commence on March 1, 2021 and shall continue for sixteen (12) weeks, ending on May 21, 2021.

4. Compensation. For services provided hereunder, Client shall pay to Coach:

            a. A lump sum payment of: $597.00 

            b. Monthly payments of: $199.00 a month beginning on March 1, 2021

c. Monthly payments shall be due on the first day of each month after initial payment until the termination of this Agreement.

5. Disclosure of Information. Client agrees that at no time (either during or subsequent to the term of this Agreement) will Client disclose or use, except in pursuit of the business of Coach or any of its subsidiaries or affiliates, any Proprietary and Confidential Information of Coach, or any subsidiary or affiliate of Coach, acquired during the term of this Agreement. The term “Proprietary and Confidential Information” shall mean, but is not limited to, all information which is known or intended to be known only to Coach, its subsidiaries and affiliates, and their employees, including any document, record, financial or other information of Coach, or others in a confidential relationship with Coach, and further relates to specific business matters such as the Coach’s financial information, identity of clients, policies and procedures, fee structures, trade secrets,  creative processes, proprietary know-how, account information, and other information relating to other business of Coach, its subsidiaries and affiliates, and their employees. Client agrees not to remove from the premises of Coach except as necessary for Coach to perform services in accordance with the terms of this Agreement, any document, record, or other information of Coach or its affiliates.

Notwithstanding the foregoing, the restrictions contained in this Section 5 shall not apply to any Proprietary and Confidential Information that (i) is a matter of public knowledge or prior personal knowledge (from a source other than a party to this Agreement or its affiliate), (ii) is independently developed by a person not a party to this Agreement without the use, directly or indirectly, of Proprietary and Confidential Information, or (iii) is required by law or the order of any court or governmental agency, or in any litigation or similar proceeding to be disclosed; provided that the disclosing party shall, prior to making any such required disclosure, notify the other party with sufficient notice to permit that party to seek an appropriate protective order.

 This Section 5 shall survive the termination of this Agreement.

6. Proprietary and Confidential Information of Others. Client acknowledges that Coach does business with other clients that supply Coach with information of a confidential nature, and that Coach has contractual obligations to preserve the confidential nature of such information.  Client agrees to treat any information received from clients of Coach as confidential, as if it were the Proprietary and Confidential Information of Coach.

7. Injunctive Remedies. In addition to any other remedies which Coach may have by virtue of this Agreement or at law or equity, Client agrees that in the event that a breach of the confidentiality provisions of this Agreement occurs or is threatened, Coach shall be entitled to obtain an injunction against Client from a court of competent jurisdiction to restrain any breach of confidentiality.

8. Liquidated Damages. The Parties hereby agree that if Client breaches any of its obligations under this Agreement with respect to Proprietary and Confidential Information (a “Client Breach”), Client shall pay to Coach an amount equal to $10,000.00 (the “Liquidated Damages”). The Parties intend that the Liquidated Damages constitute compensation and not a penalty. The Parties acknowledge and agree that the harm caused by a Client Breach to Coach would be impossible or very difficult to accurately estimate at the time of contract and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a Client Breach.

This Section 8 shall survive the termination of this Agreement.

9. Termination. Either party may terminate this Agreement, with or without cause, upon thirty (30) days’ advance written notice to the other, unless otherwise mutually agreed upon. Client remains obligated to pay the Compensation in full unless this Agreement is terminated by Coach unilaterally.

10. Limitation of Liability to Client. Notwithstanding any other provision of this Agreement, in no event shall Coach be liable to Client for Client’s lost profits, or special, incidental, punitive or consequential damages (even if Coach has been advised of the possibility of such damages).  Furthermore, in no event shall Coach’s liability to Client under any circumstances exceed the amount of Compensation actually received by Coach from Client under this Agreement as of a date certain.  Further, Coach will not be liable for delays or performance failures due to circumstances beyond Coach’s control, including but not limited to Acts of God such as disease, pandemic, severe weather event, or war.

This Section 10 shall survive the termination of this Agreement.

11. Indemnification of Coach.  Client shall indemnify, defend and hold Coach harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel's fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Coach incurs as a result of having performed Services on behalf of Client.

This Section 10 shall survive the termination of this Agreement.

12. Client’s Representations.  Client represents that it has the full right and authority to enter into and perform this Agreement. The consummation of the Agreement and the transactions contemplated herein do not violate any outstanding assignments, grants, licenses, encumbrances, obligations, agreements or understanding between Client and any other person or entity. Client represents and warrants to Coach that Client is able to timely pay Coach all fees and expenses incurred in the performance of the services hereunder.

13. Amendments.  This Agreement may be amended only in a writing signed by both Parties.

14. Independent Coach; No Agency.  The Parties agree that at all times during the term of this Agreement, Coach shall continue to be an independent contractor, and is not authorized as, nor shall be deemed to be an employee, agent, partner, joint venturer, or representative of Client.  Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other.  Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Coach or any employee or agent of Coach.  Coach shall retain the right to perform services for others during the term of this Agreement. 

15. Disclaimer of Warranty. Coach makes no warranty whatsoever regarding the Services, including the guarantee of any specific results, satisfaction with the Services, or warranty against infringement of intellectual property rights of a third party; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. Client acknowledges that it has not relied on any representation or warranty made by Coach, or any other person on Coach’s behalf. Client further acknowledges that no refund of any kind shall be given as a result of the termination of this Agreement for any reason.

16. Code of Conduct. Client acknowledges that provision of Services will involve interaction with individuals other than Coach and agrees to maintain a civil and agreeable disposition throughout any such interaction. Client further agrees to abide by any Code of Conduct or similar standard as may be posted by Coach from time to time. Client, at all times during which Services are performed, refrain from engaging in threatening, hostile, abusive, anti-social, or any behavior that would negatively impact the provision of Services  or the ability of others to enjoy the Services provided by Coach.

17. No Waiver. No waiver by Client of any breach of this Agreement by Coach shall be considered to be a waiver of any other past, present, or future breach.

18. Severability. If any term or provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

19. Choice of Law. This Agreement shall be governed by the laws of the State of Michigan.

20. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof.

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© 2020 Roberta Cocco, Executive Performance Coach