BEYOND 50 PERCENT
BUSINESS COACHING SERVICES AGREEMENT
This Business Coaching Services Agreement (this “Agreement”) is made effective as of the date the Client accepts the electronic acknowledgment below (the “Effective Date”), by and between Beyond 50 Percent, a Colorado corporation (“Consultant”) and the Client.
- Consulting Relationship. During the term of this Agreement, Consultant will provide Business Coaching Services to the Client as may be selected by the Client (the “Services”). Consultant represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services based on the generally accepted standards of similar professionals in the Northern Colorado region. Consultant shall use commercially reasonable efforts to perform the Services such that the results are satisfactory to the Client.
- Compensation. Client agrees to pay the hourly rate stated on Consultant’s website as of the date the Services are requested. Client acknowledges that payment for Services are due at the beginning of each scheduled Service period without further invoice or notice and that such payment will be electronically assessed to the preferred credit card Client enters, or causes to have entered, in Client’s account. Client understands that Consultant uses a third party provider which provides the payment gateway to process all credit card payments and Client acknowledges having been provided with and agreeing to the Terms of Service and Use associated therewith. In the event of invalid or expired credit cards, Services will not be provided until actual payment is received by the Consultant. In the event it is necessary to initiate collection proceedings on Client’s account, Client will pay all costs of collection, including attorney fees, incurred by the Consultant.
- Expenses. Should expenses be incurred, Client agrees to reimburse the Consultant for any expenses agreed to in advance and which are reasonably incurred in the provision of Services. Examples of costs incurred include, but are not limited to, travel, materials and outsourced services.
- Confidential Information. The parties hereby agree to hold the other party’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. The parties further agree not to use any Confidential Information for purpose other than the performance of Services under this Agreement. “Confidential Information” as used in this Agreement shall mean all information disclosed by either party to the other party that is not generally known to the public and shall include, without limitation, (a) concepts and ideas relating to the development of current, future and proposed products or services of Consultant and/or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions and know-how; (c) information relating to plans for research or development, funding sources, strategic alliances, new service offerings or products, marketing and selling, business plans, contact lists, business forecasts, database contents, market assessments, prospective deal opportunities, negotiation or business strategy, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, or suppliers and customers; (d) information relating to the existence of any business discussions, negotiations or agreements between the parties. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Consultant in the course of Consultant’s or Client’s business. The parties obligations set forth in this Section 4 shall not apply with respect to any portion of the Confidential Information that the receiving party can document by competent proof that such portion: (a) was in the public domain at the time it was communicated to the receiving party; (b) entered the public domain through no fault of the receiving party, subsequent to the time it was communicated to the receiving party; (c) was in the receiving party’s possession free of any obligation of confidence at the time it was communicated to the receiving party; or (d) was rightfully communicated to the receiving party free of any obligation of confidence subsequent to the time it was communicated to the receiving party. All Confidential Information furnished to Client by Consultant is the sole and exclusive property of Consultant. Upon request by Consultant, Client agrees to promptly deliver to Consultant the original and any copies of such Confidential Information.
- Termination. Either party may terminate this Agreement at any time upon ten (10) days written notice. In the event of such termination, Consultant shall be paid for any portion of the Services that have been performed prior to the termination and costs incurred, if any.
Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including but not limited to Client’s obligations under the Confidential Information clause, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within five business days after having received written notice by the non-breaching party of the breach or default.
- Independent Contractor. Consultant’s relationship with the Client will be that of an independent contractor and not that of an employee of the Client.
- No Benefits. Consultant acknowledges and agrees that Consultant shall not be eligible for any Client employee benefits and, to the extent Consultant otherwise would be eligible for any Client employee benefits but for the express terms of this Agreement, Consultant (on behalf of itself and its employees) hereby expressly declines to participate in such Client employee benefits.
- Ownership of Work Product. Consultant hereby grants to Client a non-exclusive license to use any work product created by Consultant, or to which Consultant contributes, pursuant to this Agreement (the “Work Product”), including all copyrights, trademarks and other intellectual property rights contained therein which are developed by Consultant for Client in the performance of the Services. Consultant agrees to execute, at Client’s request and expense, all documents and other instruments necessary or desirable to confirm such license.
- No Authority to Bind Client. Consultant acknowledges and agrees that Consultant has no authority to enter into contracts that bind the Client or create obligations on the part of the Client without the prior written authorization of the Client.
- Withholding; Indemnification. Consultant shall have full responsibility for applicable withholding taxes for all compensation paid to Consultant under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Consultant’s business organization.
- Supervision of Consultant’s Services. All of the services to be performed by Consultant, including but not limited to the Services, will be as agreed in writing between Consultant and the Client.
- Consulting or Other Services for Competitors. Client hereby understands and agrees that during the term of this Agreement; the Consultant will provide consulting or other services for, or engage in or intend to engage in an employment or other relationship with, companies whose businesses or proposed businesses may in any way involve products or services which may be competitive with the Client’s products or services, or those products or services proposed or in development by the Client during the term of this Agreement.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CONSULTANT NOR ITS AFFILIATES, LICENSORS, SUPPLIERS, CONTRACTORS, EMPLOYEES, MEMBERS, AGENTS, AND REPRESENTATIVES SHALL BE LIABLE FOR ANY ACTUAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, TORT, COVER, LOSS OF USE, LOSS OF DATA, LOST PROFITS, LOSS OF REVENUE OR OTHER DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). CONSULTANT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED IN AGGREGATE THE FEES PAID BY THE CLIENT FOR THE SERVICES GIVING RISE TO A CLAIM. EACH PARTY SHALL HAVE THE OBLIGATION TO PROVE, MINIMIZE AND MITIGATE ALL LOSSES CLAIMED UNDER THIS AGREEMENT.
CONSULTANT HEREBY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND COMPATIBILITY.
- Conflicts with this Agreement. Consultant will not be required to disclose to Client any confidential or proprietary information Consultant may obtain from any third parties, including, but not limited to any other clients of Consultant, nor any other information that would cause Consultant to violate any agreement it may have with other parties, regardless of whether such other agreement was entered into prior to or subsequent to the commencement of this Agreement. Consultant will not be required to disclose to Client any ideas, processes, techniques, knowledge, information and know-how (“Intellectual Property”) that Consultant may have obtained from third parties unless Consultant has the right to disclose and/or or use such Intellectual Property. Consultant will not grant any rights or licenses to any Intellectual Property or other technology that would conflict with Consultant’s obligations under this Agreement or any other agreement to which it may be a party. Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property right of any present or former client, employer or third party in the performance of the Services.
- Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Colorado, without giving effect to principles of conflicts of law.
- Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
- Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
- Mediation/Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall first be taken to professional mediation. If the parties have not resolved their disagreement, matters shall be settled by Arbitration in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof. Venue for any proceeding shall be Larimer County, Colorado.
- Should Consultant be required to take any legal action against Client to enforce any terms or provisions of this Agreement, Consultant shall be awarded its attorney’s fees and costs.
- Conflict of Terms. Should there be a conflict of terms between this Agreement and the Terms of Service and Use, this the Terms of Service and Use will prevail.
- Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Consultant may assign any of its rights and obligations under this Agreement without further notice. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Consultant.
- Notices. Any notice, demand or request required or permitted to be given under this Agreement (“Notice”) shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified; for Consultant at and for Client at the Client address on file in Client’s Account.
- Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
- Force Majeure. Neither party will be liable for any breach of this Agreement which results from that party being prevented, hindered or delayed from observing or performing its obligations under this Agreement by an act beyond its reasonable control. The party so affected will, as soon as reasonably possible, give notice to the other party of the occurrence of such event.
- Construction. This Agreement has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
- Pronouns, Singular and Plural. Unless the context requires otherwise, words denoting the singular may be construed as denoting the plural, words of the plural may be construed as denoting the singular, and words of one gender may be construed as denoting such gender as is appropriate.
- Client acknowledges that by clicking the Digital Acknowledgement box below, Client is providing written approval for the performance of Services by Beyond 50 Percent, Inc. as agreed to by Client and accepted by Beyond 50 Percent, Inc., all in accordance with, and subject to, the terms and conditions of this Agreement.
By clicking the Digital Acknowledgment box below, Client acknowledges they have reviewed this Business Coaching Services Agreement (“Agreement”) in its entirety and agrees to all the terms and conditions as set forth herein.
Client’s Electronic Acknowledgement and Acceptance of this Agreement is hereby indicated by checking this box.