Miracle Season INC

Coaching Agreement

 In this Agreement, the party who is contracting to receive services shall be referred to as “Client”, and the party who will be providing the services shall be referred to as “Consultant”.​

 

Consultant has a background in Personal Development/One On One Coaching  and will be providing services to clients based on this background. Client remains responsible for all their decisions.​​

 

Client desires to have services provided by Consultant. Therefore, the parties agree as follows:​

 

1. Description of Services. Consultant will provide the following services (collectively, the “Services”). Assist Client as they seek to accomplish business and personal goals and develop emotional intelligence and overall well-being.

 

2. Performance of Services. The manner in which the services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Client will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant’s obligations under this Agreement.

 

3. Cooperation and Demeanor. Client and Consultant agree to cooperate with one another and be prompt in communications necessary to effectuate the terms of this agreement. Client also agrees to at all times act in a manner and with a demeanor that will not impede the goals of this Agreement to be effectuated by Consultant. Non-compliance with this provision may be considered a material breach of this Agreement.

 

4. Warranties. Nothing in this agreement constitutes or may be construed as a promise, warranty or guarantee about the outcome of the goals of this Agreement for the Client.

 

5. Disclosure. Consultant is required to disclose any outside activities or interests that conflict with the best interest of the Client. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to other consulting relationships that may conflict with this Agreement.

 

 

 

6. Payment. Client shall pay a fee of $15,000 to Consultant for services for the full term of this agreement. This fee is non-refundable. All payments shall be made electronically.

 

7. Expense Reimbursement. Consultant shall be entitled to reimbursement for all travel expenses. Consultant will track expenses and provide written invoicing.

 

8. Termination of Engagement. This Agreement shall terminate on xxx, 2022, a 6-month term. Additionally, the Client or Consultant may terminate this contract in the case of material breach of any terms of this Agreement and the engagement will end immediately. If the Client breaches resulting in termination, the provisions of paragraph 6 regarding payments remain in full effect. If the Consultant breaches resulting in termination, the Consultant will provide a written pro-rata calculation of the remaining monthly engagement fee for the current applicable month and return the unused portion within thirty (30) days of termination.​​​​

 

9. Relationship of Parties and Indemnity. It is understood by the parties that the Consultant any agents, employees, or contractors of Consultant, are independent contractors and not employees of the Client. Clients will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefits. Further, Client and Consultant agree to indemnify each other from the other’s acts and omissions, of any kind causing harm or damages in any manner, for acts’ and omissions not involving the other party.​​​​

 

10. Confidentiality. Client recognizes that Consultant may have access to Client’s personal information. Consultant agrees that Consultant will not at any time divulge, disclose, or communicate in any manner any information to any third party without the prior consent of Client. Consultant will protect the information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.​​​​​

 

11. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.​

 

 

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12. Amendment. This Agreement may be modified or amended if the amendment is in writing and signed by both parties.​

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13. Waiver of Contractual Right. 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.​​​​

 

14. Severability. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, and cannot be modified to be enforceable, excluding the general release language in the general release paragraph above, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.​​​​​

 

15. Heading. The Paragraph headings in this Agreement are for convenience only and shall neither affect the meaning of the provisions of this Agreement nor be used in construing this Agreement.​​​

 

16. Counterparts. This Agreement may be executed in one or more counterparts, which, when taken together, shall constitute a single instrument.​

 

17. Applicable Law. This Agreement and the obligations hereunder, shall be governed by and interpreted under the laws of California, notwithstanding any choice of law rules that would dictate that any other state law would apply, and will be litigated in the courts of the State of California (State or Federal).​​​​