This Coaching Agreement (the “Agreement”) is entered into as of the Start Date listed to the right by and between the Coach, listed below, and Client listed to the right (each a “Party” hereto; collectively the “Parties”).
Coach: Sparkling Leaders LLC, Attn: Dina Venezky, dina@sparklingleaders.com
In consideration of the mutual covenants and conditions contained herein, the Parties agree:
1) Description of Coaching: Coaching is a partnership (defined as an alliance, not a legal business partnership) between the Coach and the Client in a thought-provoking and creative process that endeavors to inspire the Client to maximize personal and professional potential. It is designed to facilitate the creation/development of personal, professional, or business goals and to develop and carry out a strategy/plan for achieving those goals.
2) Coach-Client Relationship and Limitations on Scope
A. Coach observes the Code of Ethics established by the International Coach Federation (“ICF”) (https://coachingfederation.org/ethics/code-of-ethics). It is recommended that the Client review the ICF Code of Ethics and the applicable standards of behavior. Notwithstanding the foregoing, the terms of this Agreement shall supersede any inconsistencies with the ICF Code of Ethics. Coach also aspires to conform to and become/remain certified in the standards of the Center for Continuing Education (“CCE”) that provides the Board Certified Coaching (“BCC”) certification.
B. Client is solely responsible for maintaining and implementing his/her own physical, mental, and emotional well-being, decisions, choices, actions, and results arising out of or resulting from the coaching relationship, coaching calls and any other interactions between Coach and Client, and for incorporating coaching principles into Client’s life. Implementing choices is exclusively Client’s responsibility. Client agrees that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result, relating to any services provided by the Coach. Client understands that coaching is not therapy, does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder, disease or other condition.
C. Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to assess and seek independent professional guidance as applicable. If Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach.
D. Client understands that to enhance the coaching relationship, Client agrees to communicate honestly, be open to feedback and assistance, and to create the time and energy to participate fully in the program, and to cooperate with Coach in a civil and respectful manner.
E. Client further acknowledges that either Party may terminate or discontinue this Agreement and the coaching relationship at any time, subject to the terms of Section 8 (Termination) below.
3) Services
The Parties agree to engage in a Coaching Program of the length defined above (the “Term”) via virtual meetings. Coach will be available to Client by e-mail or text between scheduled meetings to answer quick questions or schedule additional sessions if the topic requires a longer discussion. Any services rendered by Coach beyond the Term are subject to this Agreement.
4) Schedule and Fees
This Agreement takes effect as of the above Meeting Date for one pro bono 60-minute session. If Client agrees to continue with the Coach: Coach’s calls/virtual meetings with Client shall be 60 minutes each and shall be scheduled between the Parties and confirmed in writing by Coach such as via email or calendar invites. Client shall pay Coach at the following rates:
$200 per hour for individual sessions (not scheduled as part of a package),
$720 for a package of three sessions (must be used within two months),
$1,360 for a package of six sessions (must be used within four months), or
$1,920 for a package of nine sessions (must be used within five months).
Payment must be received prior to the first coaching session. For packages of 6 or 9 sessions, payment may be made in three-session increments before the first, fourth, and seventh sessions.
Coach reserves the right to charge for additional time in (i) meetings lasting more than one hour at the applicable hourly rate and/or (ii) for services rendered by Coach on Client’s behalf outside of meetings, provided that Client is aware of Coach’s services in this regard such as by an email from either Party to the other regarding the subject matter of the additional services. Coach may increase her hourly rate upon one-week prior written notice to Client such as via email. Either Party may terminate this Agreement for any or no reason, subject to Section 8 below. Client shall pay all fees due within 30 days of Coach sending an invoice to Client for the same. Coach reserves the right in her discretion to charge Client a late charge of 1.5%/month on the late sum.
5) Procedure
The time of the coaching meetings and/or location will be determined by Coach and Client based on a mutually agreed upon time. A calendar invite with link to the meeting will be sent in advance. If the platform or meeting link needs to change, Client will be notified prior to the scheduled appointment time. If Client cannot attend a session, Client shall provide at least 36 hours notice of cancellation. Coach reserves the right to charge for a violation of this policy.
6) Confidentiality
This coaching relationship, as well as all information (documented or verbal) that the Client shares with the Coach as part of this relationship, is bound by the principles of confidentiality set forth in the ICF Code of Ethics. However, please be aware that the Coach-Client relationship is not a fiduciary or other recognized confidential relationship, such as the physician-patient or attorney-client relationships; as such, communications between and information disclosed by the Parties are not subject to any legally recognized privilege. Notwithstanding the foregoing, and except as set forth herein, Coach agrees not to disclose any information pertaining to the Client without Client’s written consent, and Coach will not disclose Client’s name as a reference without Client’s consent. Confidential Information does not include information that: (a) was in the Coach’s possession prior to its being furnished by Client; (b) is generally known to the public or in Client’s industry; (c) is obtained by the Coach from a third party, without breach of any obligation to the Client; (d) is independently developed by the Coach without use of or reference to Client’s confidential information; or (e) Coach is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to the Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; or (g) involves illegal activity. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner.
7) Release of Client Information for Coach Certification
Notwithstanding Section 5 above, because Coach engages in training and continuing education pursuing and/or maintaining ICF and BCC credentials, this process requires the names and contact information of all Clients for possible verification by ICF and/or CCE. By signing this Agreement, you agree to have only your name, email, and start and end dates of coaching shared with ICF or CCE staff members and/or other parties involved in this process for the sole and necessary purpose of verifying the coaching relationship. No personal notes will be shared; however, in accordance with the norms and practices of the coaching profession, topics may be anonymously and hypothetically shared with other coaching professionals, such as for reasons of training, supervision, mentoring, evaluation, professional development and/or consultation.
8) Cancellation Policy
It is the Client's responsibility to notify the Coach 36 hours in advance of the scheduled calls/meetings. Coach reserves the right to bill Client for a missed meeting if/when billing has been initiated. Coach will attempt in good faith to reschedule the missed meeting.
9) Termination
Either the Client or the Coach may terminate this Agreement at any time with 2 weeks written (email) notice. Client agrees to compensate the Coach for all coaching services rendered through and including the effective date of termination of the coaching relationship.
10) Limitations of Liability
LIMITATION OF AGREEMENT. Except as expressly provided herein, the Coach makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the coaching services negotiated, agreed upon and rendered.
EXCLUSION OF DAMAGES. IN NO EVENT WILL COACH BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COACH, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT PAID BY CLIENT TO COACH FOR THE SERVICES. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
11) Entire Agreement
This document reflects the entire agreement between the Coach and the Client, and reflects a complete understanding of the Parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations. The Agreement may not be amended, altered or supplemented except in writing signed by both the Coach and the Client.
12) Dispute Resolution
The Parties shall attempt to resolve any dispute between them (a “Dispute”) using the following methods. First, the Parties shall attempt to resolve the dispute through direct negotiations. Any dispute resolution between the Parties will be treated as confidential compromise and settlement negotiations under the federal and state rules of evidence. If the Parties cannot resolve the Dispute, the Dispute shall be submitted for mediation to JAMS in San Jose, California (“JAMS”), or its successor, or any mediator agreed-to by the Parties in writing, and if the matter is not resolved through mediation, it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to JAMS comprehensive arbitration rules and procedures (“JAMS Rules”) found at https://www.jamsadr.com/rules-comprehensive-arbitration/ and as set forth further below. Any Party may commence mediation by providing to JAMS and the other Party a written request for mediation (“Request”), setting forth the subject of the dispute. The Parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals (if another mediator is not agreed-to be the Parties) and in scheduling the mediation proceedings. The Parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in respect of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any of his/her or JAMS’ employees or agents, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Any Party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of the submission of the Request, whichever occurs first (“Earliest Initiation Date”). At no time prior to the Earliest Initiation Date shall any Party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the Parties. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled from the date of the Request until 15 days after the Earliest Initiation Date. The Parties will take such action, if any, required to effectuate such tolling. If any of the Parties commences an arbitration or court action without first trying to resolve the issue through mediation, or refuses to mediate after a Request has been made, that Party will not be entitled to recover any attorney fees or costs, even if they would otherwise be available as set forth hereinbelow. Notwithstanding the foregoing, in the event of any threat of any actionable emotional or physical harm by one Party against the other, the Parties shall be entitled to seek injunctive relief in a court of law of competent jurisdiction. The prevailing party in any such proceeding or in any arbitration or other action will be awarded reasonable attorneys' fees and costs incurred in such legal event(s) or in the enforcement of any judgment or award rendered.
13) Severability
If any provision of this Agreement is deemed void or unenforceable, such provision will nevertheless be enforced to the fullest extent allowed by law, and the validity of the remainder of this Agreement will not be affected.
14) Waiver
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.
15) Applicable Law
This Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to any conflicts of laws provisions.
16) Binding Effect
This Agreement shall be binding upon the Parties hereto and their respective successors and permissible assigns.
17) Counterparts/Electronic Copies
This Agreement may be executed by way of identical counterparts so that there is at least one identical counterpart signed by each Party. This Agreement shall become effective when so signed and delivered by the Parties on any combination of identical counterparts, in which case all said counterparts shall be treated as one Agreement. A photocopy, DocuSign or digital image of a signature (e.g., .pdf, .jpg) or electronic transmission of same shall be as valid as an original.
18) Notices
All notices must be in writing and will be deemed given when delivered personally or by confirmed email, one (1) day after being sent by nationally recognized courier service, or three (3) days after being sent by prepaid certified mail, to the address of the Party to be noticed as set forth herein or such other address as such Party last provided to the other by written notice.
19) Disclosures/Consent to Recordings
Notwithstanding anything above, Coach’s principal, Dina Venezky, continues to work on ICF and BCC Certifications. As such, in some cases, she needs to review and assess her coaching sessions with a master coach or other ICF or BCC staff.
Client authorizes Coach to video- and audio-record any coaching or other sessions between the Parties. Upon reasonable request, Coach will share such recordings with Client. The information shall be kept confidential and not shared with any parties except the Parties and their respective representatives except in the event of a dispute between the Parties when such recordings may be used as evidence.
Retain one copy for your records and email the other to dina@sparklingleaders.com
By signing below, Client agrees to all terms and conditions set forth above.