Coaching Terms & Conditions
Introduction
Intellectual Strategies (the “Company” or "we") and the Client (or "you") agree to the following Coaching Terms & Conditions ("Coaching Terms").
The Company updates these Coaching Terms from time to time, and such updates govern all new and ongoing matters. Your engagement and use of our services is evidence of your agreement to these Coaching Terms, including all updates. Please check these Coaching Terms regularly.
Engagement
The Coach agrees to provide Executive Coaching and/or Performance Coaching services to the Client as described in the engagement letter. These services may include regularly scheduled 1-on-1 coaching sessions, strategic and planning discussions, performance reviews, and other collaborative activities designed to support the Client's business and leadership development goals. Coaching services do not include legal advice or representation.
Independent Contractor Relationship
It is the Parties’ intention that the Coach/Company be an independent contractor under this Agreement. This Agreement will not be construed as a partnership or joint venture between the Parties.
The Coach/Company will have no authority to bind or commit the Client in any manner and will not represent to any person that it is an agent, officer, or employee of the Client or that it is otherwise authorized to bind the Client to any transaction.
Compensation
The Client agrees to pay the Coach/Company the fees outlined in the engagement letter. Monthly coaching fees are due and payable in advance on the first calendar day of each month for that month's coaching services. Invoices not paid by the first day of the month shall be considered overdue (“Overdue Amounts”) shall be subject to interest of 1.5% per month (or the daily equivalent rate for partial months), or, if lower, the highest percentage rate allowable under applicable law. Overdue Amounts shall be inclusive of any accrued interest previously..
In the event the Client has any Overdue Amounts, the parties agree the Company may employ a third-party collections service to pursue payment by the Client of such Overdue Amounts. Additionally, the Client agrees to be liable to the Company, and the collections service may further pursue from the Client, in the sole discretion of the Company, actual costs of the collections service, including related expenses and reasonable attorney fees, incurred by the Company.
Confidentiality and Proprietary Rights
“Confidential Information” includes but is not limited to trade secrets, physical samples or implements, financial, business, sales, or technical information, terms of agreements, negotiations, or proposals, employment, investment, and strategic relationships, operating procedures, test results, and all other information of a confidential nature disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”). Confidential Information also includes information disclosed as part of the confidential discussions leading up to this Agreement, disclosed in written or tangible form and marked as “Confidential” (or similar terms), disclosed orally or visually and designated as confidential (or similar terms) at the time of disclosure, or reasonably understood from the circumstances of disclosure to be treated as confidential, even if not marked or designated as confidential. Confidential Information does not include information that is publicly known or becomes publicly known through no wrongful act or omission of the Receiving Party, already known to or developed by the Receiving Party prior to the disclosure, is developed independently by the Receiving Party without the use or benefit of the Confidential Information, is rightfully received from a third party without obligation of confidentiality, or is approved for use or disclosure through written authorization from the Disclosing Party.
Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information and to handle the Confidential Information of the other Party with at least the same organizational, technical, and administrative security measures used for its own confidential information of a similar nature, and always with at least reasonable care. Each Party shall be responsible for, and mitigate the effects of, any unauthorized use or disclosure of the Confidential Information.
Other than the confidentiality obligations stated in this Agreement, nothing in this Agreement creates any obligations on the Company to comply with any data security or privacy policies. Any additional requirements imposed by the Client related to data security and privacy must be mutually agreed to in a separate written agreement, addendum, or other document.
The Parties acknowledge and agree that any breach or threatened breach of this Agreement affecting the Confidential Information could cause harm to either Party for which money damages may not provide an adequate remedy, and the affected Party may seek temporary or permanent injunctive relief restraining the use or disclosure, in whole or in part, of any Confidential Information.
Upon termination of this Agreement, the Parties shall adhere to the Confidential Information obligations of non-use and non-disclosure herein for one more year from the date of termination, except each Party shall keep the other Party’s designated trade secrets confidential for as long as the trade secrets remain confidential by the Disclosing Party.
Either Party may disclose Confidential Information pursuant to any statute, regulation, order, validly issued subpoena or document discovery request, provided that prior written notice of such requested or compelled disclosure is furnished to the other Party as soon as reasonably possible in order to afford the other Party an opportunity to contest such disclosure, obtain a protective order or other relief to prevent or restrict such disclosure.
Intellectual Property
The Parties acknowledge and agree to treat intellectual property and related intellectual property rights as follows:
i. Background IP. Any background intellectual property (“Background IP”) that either Party owns or controls prior to the engagement of the Coach/Company by the Client shall remain the sole property of the respective Party. The Client grants to the Coach/Company a limited license to use the Client’s Background IP to the extent required only for the Coach/Company to accomplish the projects and tasks specified in this Agreement. To the extent the Coach/Company incorporates any of its Background IP in the work product or deliverables provided to the Client under this Agreement, the Coach/Company grants to the Client a limited, perpetual, irrevocable, royalty-free, non-exclusive license to use its Background IP as it’s incorporated into the work product or deliverables created for the Client under this Agreement. This license includes rights for the Client to create derivative works of the work product or deliverables, provided such derivative works are consistent with the nature and scope of the original work product or deliverables from the Company and only used internally by the Client. Any license granted under this section is contingent on the Client’s fulfillment of its obligations, including but not limited to all applicable payments and other compensation owed to the Coach/Company, under this Agreement. The Client shall have no other rights in or to the Background IP of the Coach/Company or the Fractional Executive.
ii. Joint IP. Any intellectual property jointly developed by the Coach/Company and the Client under a Performance Coaching engagement, including all intellectual property developed a) under the direction of the Client, b) within the scope of this Agreement, or c) with the use of information or resources from the Client shall be the exclusive property of the Client, and the Coach/Company shall reasonably cooperate with the Client to complete any assignments or other evidence of the Client’s ownership.
iii. Specific IP. If the Coach/Company develops any intellectual property specific to the Client in the course of providing Performance Coaching services to the Client within the scope of this Agreement, such IP shall be a) treated the same as Joint IP, b) the exclusive property of the Client, and c) subject to reasonable cooperation by the Coach/Company.
iv. General IP. If the Coach/Company develops any intellectual property that is generally applicable to its own business, without the use of information or resources from the Client, such IP shall be a) treated the same as Background IP, b) the exclusive property of the Coach/Company and, c) subject to any license provisions if incorporated into work product or deliverables for the Client.
The Coach/Company shall not intentionally or knowingly use or incorporate any third-party intellectual property or open-source resources (i.e., open-source software) into any work product or deliverables under this Agreement.
c. The Client expressly authorizes the Coach/Company to publicly refer to this engagement by the Client, including the use of the Client’s name and trademark for the sole purpose of public disclosure, including within its general marketing, of its working relationship with the Client. This authorization survives termination of this Agreement. Other than expressly authorized herein, neither Party shall use or otherwise trade on any trademarks of the other Party without written authorization from the Party who owns rights in such trademark. Additionally, the Client acknowledges the Coach’s/Company’s ownership of its trademarks and agrees i) any goodwill derived from the use of the Coach’s/Company’s trademarks inures to the Coach’s/Company’s benefit, and ii) to not interfere with or otherwise act inconsistently with such ownership.
Non-solicitation & Non-exclusivity
The Client agrees that the Client will not, during the Term of this Agreement and for one year following termination of this Agreement, cause or attempt to cause any employee, vendor, contractor, or client of the Coach/Company to i) cease to be employed by or otherwise engaged with the Coach/Company, ii) provide services to any entity competitive with Coach/Company, or iii) otherwise change his or her employment or engagement status to the detriment of the Coach/Company.
The Client acknowledges that the Coach/Company provides services to multiple clients across various industries. Nothing in this Agreement acts as a restriction on the ability of the Client or the Coach/Company to enter into separate engagements with other parties, including parties which might be deemed to be competitors with the other Party, provided that neither Party shall enter into an engagement with another party that jeopardizes that Party’s ability to comply with the confidentiality obligations of this Agreement.
INDEMNIFICATION & LIMITATION OF LIABILITY
The Client will INDEMNIFY the Coach/Company, including its officers, employees, directors and shareholders, contractors, and representatives (“Indemnified Parties”) and HOLD THEM HARMLESS from and against any and all claims, demands, liabilities, losses, costs and damages (“Claims”), including without limitation court costs and reasonable attorneys’ fees, which the Coach/Company or any Indemnified Parties may incur or suffer as a result of any Claim, breach, or threatened breach by the Client of any provision of this Agreement. This paragraph will remain in full force and effect after the termination of this Agreement.
To the maximum extent permitted by applicable law, the Coach/Company will NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, whether arising from breach of contract, negligence, or otherwise, resulting from or arising out of this Agreement or the performance of Services, even if the Coach/Company has been advised of the possibility of such damages. The Coach’s/Company’s aggregate liability to the Client for any losses, claims, breaches or damages under this Agreement WILL NOT EXCEED the amounts paid by the Client under this Agreement within the three months preceding written notification from the Client, less any actual expenses incurred by the Coach/Company related to this Agreement.
Term and Termination
This Agreement will commence on the Effective Date and remain in effect for either 6 or 12 months, as indicated in the engagement letter agreement. However, the Client may terminate this Agreement at any time upon payment of an early cancellation fee equal to 50% of i) the monthly Executive Coaching fee, and ii) the remaining Performance Coaching services that have commenced.
Upon delivery of notice for termination for any reason, unless a wind-down agreement is mutually agreed to by the Parties, the Coach/Company will plan to continue services through the end of the current month, unless the Client request otherwise.
To the extent any work product or deliverables are completed prior to the payment of the early cancellation fee or can be completed during the notice period prior to termination of the Agreement, the Company shall deliver such work product and deliverables to the Client. The Company shall not be required to deliver any other work product or deliverables to the client, including any work-in-progress that is not or cannot be completed before the termination of the Agreement.
The provisions of this Agreement related to independent contractor status of the Company, compensation due to the Company, confidentiality and proprietary rights, intellectual property, non-solicitation and non-exclusivity, indemnification and limited liability, term and termination, and general terms and conditions shall survive termination of this Agreement.
Arbitration
To the extent that either Party attempts to assert a claim against the other Party, both Parties expressly agree to present such claim only through binding arbitration to occur in the venue specified herein. The Parties further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims. To the fullest extent permissible by law, both Parties further agree that the prevailing Party in any dispute shall be awarded all costs, including reasonably attorneys’ fees, associated with initiation, administration, and enforcement of the arbitration.
However, the Coach/Company reserves the right to initiate litigation or court proceedings solely for the purpose of collecting unpaid fees owed under this Agreement. The Parties waive any right to class arbitration and agree to resolve all claims on an individual basis. The prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.
10. General Terms and Conditions.
a. Governing Law and Venue. This Agreement is governed by the laws of the United States and the state of Utah, without regard to conflict of laws principles. The exclusive venue for any judicial action arising out of or relating to this Agreement shall be the state and federal courts in Utah.
b. Conflicts. In the event of any conflict between the terms of this Agreement and the any other agreement or transaction between the Parties, the terms of this Agreement shall control.
c. Notices. All notices required by this Agreement will be in writing, will be i) emailed to the primary contact identified in this Agreement, or ii) personally delivered or mailed to the other Party at the address set forth herein, or such other email address or mailing address subsequently provided in writing by the other Party. Notice shall be deemed effective upon i) confirmation of receipt of such email, or ii) personal delivery to the other party or three days after mailing if mailed with sufficient postage and properly addressed.
d. Ownership. Except as specifically stated herein, this Agreement shall not be construed as transferring to the other Party any ownership rights in the work product, intellectual property, and assets of either Party.
e. Assignments. Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement to any other Party, without prior written consent from the non-transferring Party. For the purposes of the preceding sentence, any merger, consolidation or reorganization or change of control (including by way of a sale of stock or a sale of assets) shall be deemed to be a transfer of rights, obligations or performance for which such written consent is required. Any purported assignment, delegation or transfer in violation of this is void. In the event of any transfer, this Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
f. Force Majeure. Neither Party shall be in default hereunder, except for breach of payment obligations, by reason of any failure or delay in the performance of its obligations under this Agreement where such failure or delay is due to any cause beyond its reasonable control, including strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or other equipment, or loss and destruction of property.
g. Relationship. This Agreement shall not be interpreted to create or imply any legal obligation with respect to a possible transaction or relationship between the Parties, other than the relationship specified herein.
h. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements and representations, with the sole exception of confidentiality or non-disclosure agreement provisions which are not in conflict with the terms of this Agreement. No modification or alteration of this Agreement shall be effective unless agreed to in writing by both Parties.
i. Severability. If any provision of this Agreement is found to be illegal or unenforceable, such provision shall be severed and the remaining provisions shall be maintained and interpreted independently of the severed provision.
j. Waiver. A waiver of any right shall not be construed as a waiver of any other rights under this Agreement.
Severability
If any section of this agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this agreement shall continue in effect.
General Terms
The Client may consult with other legal counsel about these Coaching Terms before entering into any agreement with the Coach/Company, and the Client agrees that it is voluntarily engaging the Coach/Company. These Coaching Terms constitute the complete and entire agreement between the Client and the Coach/Company relating to the engagement of the Coach/Company for coaching services—there are no other agreements, inducements, promises, representations, or understandings, oral or otherwise—except for any non-conflicting terms set forth in an applicable estimate, quote, or retainer invoice provided by the Coach/Company. This agreement may be assigned by the Coach/Company. This agreement is governed by the laws of the State of Utah, without regard to conflict of laws principles. The exclusive venue for any judicial action arising out of or relating to this Agreement shall be the state and federal courts in Davis or Salt Lake County, Utah.
Contact Us
You may submit questions or comments regarding these Coaching Terms to us by mail or email at:
Intellectual Strategies
By mail:
1371 N 1075 W, Suite 6
Farmington, Utah 84025
By email: