COACHING AGREEMENT

This Coaching Agreement (this “Agreement”) is entered into between PV Associates LLC, a California limited liability company doing business as “Wayfinding Moms” (“Coach”) and _____________________ (“Client”). The Coach agrees to provide certain coaching services for Client during the agreed upon tenure of work together pursuant to the terms and conditions of this Agreement.

1. Description of Coaching (What coaching is):

a. As per International Coaching Federation (“ICF”), 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 inspires a client to maximize personal and professional potential.

b. Coach will provide life coaching services to Client (collectively, “Coaching”). Although Coach reserves the right to amend its Coaching program at any time, the general structure of the Coaching program is as follows:

i. Virtual one on one meetings (currently via Zoom), with the number of sessions determined based on the specific package chosen by Client.

ii. Coach will be reasonably available to Client by e-mail in between scheduled meetings in a non-urgent fashion for feedback, questions, comments, and follow up questions during regular business hours.

iii. Coach is available via email, phone or messages for scheduling concerns during regular business hours.

c. Coaching includes no guarantees or warranties, express or implied, about any results to be achieved. Coaching is designed to support and assist Client in reaching his or her own goals, but Client’s success depends primarily on Client’s own effort, motivation, commitment and follow-through. Coach cannot predict, and Coach does not guarantee, that Client will attain a particular result, and Client accepts and understands that results differ for each individual. Client acknowledges and takes full responsibility for his or her own health, career, relationships, life and well-being, as well as the health, lives and well-being of Client’s family and children (where applicable), and for all decisions Client makes now or in the future. All information received from Coach is provided for information purposes only.

1. Disclaimer: CLIENT HAS CHOSEN TO WORK WITH COACH, AND CLIENT UNDERSTANDS THAT COACH IS NOT ACTING IN THE CAPACITY OF A DOCTOR, LICENSED DIETICIAN-NUTRITIONIST, PSYCHOLOGIST OR OTHER LICENSED OR REGISTERED PROFESSIONAL, AND THAT ANY ADVICE GIVEN BY COACH IS NOT MEANT TO TAKE THE PLACE OF ADVICE BY LICENSED PROFESSIONALS. CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT (a) WHILE COACH MAY EMPLOY LICENSED PROFESSIONALS, INCLUDING DOCTORS AND PHYSICIANS, THE CLIENT-COACH RELATIONSHIP IS NOT A PHYSICIAN-PATIENT RELATIONSHIP; THE COACH IS NOT CLIENT’S PHYSICIAN AND IS NOT OFFERING MEDICAL ADVICE OR GUIDANCE AND ANYTHING STATED DURING COACHING SESSIONS IS NOT TO BE CONSTRUED AS MEDICAL ADVICE AND (b) COACHING SESSIONS ARE NOT THERAPY SESSIONS OR PSYCHOLOGICAL COUNSELING SESSIONS, NOR WILL ANY COACHING SESSIONS BE A SUBSTITUTE FOR PROFESSIONAL ADVICE BY MEDICAL, PSYCHOLOGICAL, OR OTHER QUALIFIED PROFESSIONALS. CLIENT WILL, WHENEVER NEEDED AND WITHOUT DELAY, SEEK INDEPENDENT PROFESSIONAL GUIDANCE FOR MEDICAL, PSYCHOLOGICAL, FINANCIAL, BUSINESS, SPIRITUAL, SUBSTANCE ABUSE OR OTHER MATTERS. CLIENT WILL NOT DISREGARD PROFESSIONAL ADVICE OR DELAY SEEKING PROFESSIONAL ADVICE BECAUSE OF INFORMATION CLIENT OBTAINS FROM THE COACHING PROGRAM. COACH IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION CLIENT RECEIVES THROUGH COACHING. CLIENT UNDERSTANDS THAT COACHING IS AN UNREGULATED INDUSTRY AND THAT COACH DOES NOT EMPLOY ANY INDIVIDUALS WHO ARE LICENSED AS COACHES BY ANY STATE, FEDERAL OR INTERNATIONALLY RECOGNIZED REGULATORS.

2. Coach - Client Relationship:

a. Coach agrees to maintain the ethics and standards of behavior established by the ICF (located at www.coachingfederation.org/ethics) (“ICF Code of Ethics”). It is recommended that the Client review the ICF Code of Ethics and the applicable standards of behavior.

b. Client is solely responsible for creating and implementing his or her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the Coaching relationship and his/her Coaching calls and interactions with the Coach. The 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 of any Coaching provided by the Coach.

c. In furtherance of Section 2 of this Agreement, Client acknowledges that Coaching (i) is not therapy, counseling or advice giving and is not a substitute for psychotherapy, psychoanalysis, mental health care, substance abuse treatment, legal, medical or other professional services and (ii) does not prevent, cure, or treat any mental disorder or medical disease and it is the Client’s responsibility to seek such independent professional guidance as needed.

d. As further set forth in Section 12, Client further acknowledges that he/she may terminate or discontinue the Coaching relationship at any time.

e. Client understands that in order to enhance the Coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the Coaching program.

1. Schedule & Fees: This Agreement is valid for a three month period from the date of signature (the “Initial Term”). The fee is as outlined on the invoice and as discussed with your coach.

The entire amount is due in advance of scheduling any sessions. The sessions can be scheduled weekly or every two weeks, schedules permitting, over the next three months after processing the fee.

Client agrees to pay all fees on the date that the fees are due. Client agrees that Coach shall not be responsible or liable for any overdraft charges or fees that Client might incur as a result of paying the fees under this Agreement. Coach, at its sole discretion, shall have the right to suspend all Coaching, if Client fails to timely make any payment(s) due pursuant to this Agreement. Client shall pay Coach interest on any fee payments that are more than 30 days late (after Coach’s written notice to Client of such late payment) at a rate of one and one-half percent (1.5%) simple interest per month or the maximum amount allowable under applicable state law, whichever is less.

After the Initial Term expires, the Client may elect to extend the term of this Agreement and the Coach-Client relationship by purchasing additional sessions (each, a “Successive Term,” and together with the Initial Term, the “Term”). This Agreement will govern the entire duration of the Term.

Refund policy:

EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT OR UNLESS OTHERWISE AGREED IN WRITING BY CLIENT AND THE COACH, ALL PAYMENTS FOR COACHING ARE NON-REFUNDABLE.

Notwithstanding the foregoing, Coach will refund the Client the prorated amount if the Coach chooses to terminate or discontinue the Coaching relationship. Client is entitled to a refund prior to the start of sessions after an initial administrative fee of $50. If the Client chooses to cancel/terminate the relationship pursuant to Section 12 of this Agreement before the package is complete, Client will be refunded the prorated amount.

1. Procedure and Consent to Session Recordings: The time of the Coaching meetings will be determined by Coach and Client based on a mutually agreed upon time. The Client will utilize Coach’s virtual calendar to schedule a meeting time. The Coach will initiate all virtual calls via Zoom and the link will be provided via email to the Client prior to the scheduled meeting time. If the Coach needs to change the time or provide a different location for the call, the Client will be notified prior to the scheduled appointment time. Client authorizes Coach to record the sessions and to use such recordings as Coach deems necessary to provide Coaching services to Client at its sole and absolute discretion.

2. Confidentiality: This Agreement, the Coaching relationship, as well as all information (documented or verbal) that the Client shares with the Coach as part of this relationship (collectively, “Confidential Information”), is bound by the principles of confidentiality set forth in the ICF Code of Ethics. Client acknowledges that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. Except as otherwise provided in this Agreement, the Coach agrees not to disclose any Confidential Information without the Client’s written consent and the Coach will not disclose the Client’s name as a reference without the Client’s written consent.

Confidential Information does not include information that: (a) was in the Coach’s possession prior to its being furnished by the Client; (b) is generally known to the public or in the 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 the Client’s Confidential Information; (e) the 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; and/or (g) involves illegal activity.

1. Accuracy of Information and License to Use Material:  As part of the Coaching program, Coach may send Client material, handouts, guides, documents, and other content that Coach thinks Client will benefit from (collectively “Materials”). Coach grants Client a limited, revocable, non-exclusive and non-transferable license to use the Materials in connection with the Coaching for Client’s personal, non-commercial use only. Any other use of the Materials is expressly prohibited. Coach makes no, and disclaims all, express or implied representations and warranties as to the accuracy, correctness, usefulness, reliability, thoroughness, or otherwise with respect to its Coaching program and any information contained in the Materials. Coach assumes no liability or responsibility for any omissions or errors (including, without limitation, typographical errors) or delays relating to Coaching and information contained on Materials. For the avoidance of doubt, no information contained in the Materials and/or through Coaching is intended to be considered legal, medical or therapeutic advice or considered to be a cure or remedy for any life, medical or psychological problem or disease. Client acknowledges that the Materials are provided for informational purposes only.

2. Testimonial Release: Client acknowledges that during or after the Term, Coach may ask Client to voluntarily provide feedback about his or her experience with the Coaching program or services (“Testimony”). Client acknowledges and consents for Coach to use the Testimony for Coach’s advertising purposes at its sole and absolute discretion, and to use Client’s voice, name, photograph, or likeness to identify who gave such Testimony. Client acknowledges he or she will not receive any special compensation if Coach chooses to use the Testimony. Client further grants Coach an irrevocable right to use, edit, reproduce, exhibit and distribute any photos, videos, written feedback, or recordings of the Testimony or of Client in connection with the Testimony, in whole or in part, in any manner and media for such advertising purposes.    

3. Release of Information: (Optional, based upon specific situation) Coach engages in training and continuing education pursuing and/or maintaining ICF Credentials. That process requires the names and contact information of all Clients for possible verification by the ICF. By signing this Agreement, Client agrees to have his or her name, contact information and start and end dates of Coaching shared with ICF 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.

Client Agrees __________________ Client Refuses _________________

According to the ethics of Coaching, topics may be anonymously and hypothetically shared with other coaching professionals for training, supervision, mentoring, evaluation, and for coach professional development and/or consultation purposes.

1. Cancellation Policy: If Client needs to cancel a meeting, Client agrees that it is Client’s responsibility to notify the Coach at least 24 hours in advance of the scheduled calls/meetings. Coach reserves the right to bill Client for a missed meeting if proper notice is not provided. Coach will attempt in good faith to reschedule the missed meeting.

2. Record Retention Policy: Coach will use commercially reasonable efforts to securely store all data and Confidential Information of Client. Such records will be maintained by the Coach in a format of the Coach’s choice (print or digital/electronic) for a period of not less than two years.

3. Termination:  Either the Client or the Coach may terminate this Agreement at any time with one week’s written notice. Client agrees to compensate the Coach for all Coaching services rendered through and including the effective date of termination of this Agreement.

4. Limited Liability: ALL COACHING AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COACH DISCLAIMS ALL WARRANTIES, EXPRESS IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, PERFORMANCE OR ACCURACY. CLIENT ASSUMES THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE COACHING AND MATERIALS. IN NO EVENT SHALL COACH BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COACH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WILLFUL MISCONDUCT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID BY CLIENT PURSUANT TO THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION REPRESENT A FUNDAMENTAL TERM OF THIS AGREEMENT AND NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT WITHOUT THEIR INCLUSION.

5. Assumption of Risks: CLIENT ACKNOWLEDGES THAT CLIENT IS SOLELY AND PERSONALLY RESPONSIBLE FOR CLIENT’S CHOICES, ACTIONS AND RESULTS, NOW AND IN THE FUTURE. CLIENT ACCEPTS FULL RESPONSIBILITY FOR THE CONSEQUENCES OF CLIENT’S USE, OR NON-USE, OF ANY INFORMATION PROVIDED BY COACH AND/OR THROUGH THE COACHING SERVICES, AND CLIENT AGREES TO USE CLIENT’S OWN JUDGMENT AND DUE DILIGENCE BEFORE IMPLEMENTING ANY IDEA, SUGGESTION OR RECOMMENDATION FROM THE COACH TO CLIENT’S LIFE, FAMILY, CAREER OR BUSINESS. CLIENT UNDERSTANDS AND ACKNOWLEDGES COACH WILL NOT BE LIABLE LEGALLY OR OTHERWISE, FOR THE ACTIONS CLIENT MAY OR MAY NOT UNDERTAKE AS A RESULT OF THE COACHING SERVICES. ANY ACTIONS OR LACK OF ACTIONS, TAKEN BY CLIENT IN CONNECTION WITH ANY ADVICE RECEIVED FROM THE COACHING SERVICES, IS DONE SO SOLELY BY CLIENT’S CHOICE AND RESPONSIBILITY AND IS NEITHER THE RESPONSIBILITY NOR LIABILITY OF COACH. CLIENT TAKES FULL RESPONSIBILITY IN THE DECISIONS CLIENT MAKES AFTER BEING COACHED AS WELL AS THE CONSEQUENCES.

6. Indemnity:  Client will indemnify, defend and hold Coach and its members, managers, directors, officers, employees, contractors, representatives, agents and affiliates harmless from loss, liability, costs, damages or expenses from any and all claims arising out of or related to (a) Client’s use of or participation in Coaching services and programs, (b) Client’s breach of this Agreement, any other written agreements with Coach or any written policies of the Coaching program and services, and/or (c) Client’s violation of applicable law. Coach reserves the right, at Client’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, and in such case, Client agrees to cooperate with Coach’s defense of such claim.

7. Entire Agreement: This Agreement 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.

8. Dispute Resolution: If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client and Coach agree to attempt to mediate in good faith for up to 30 days after written notice of such dispute is given. If the dispute is not resolved during such 30 day period, any dispute, controversy, or claim arising out of or relating to this Agreement, or whether the claims asserted are arbitrable, will be referred to and finally determined by binding arbitration conducted by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (“Rules”) in Santa Clara County, California, before a sole arbitrator to be selected in accordance with the Rules. The decision of the arbitrator will be final and binding on all parties. Notwithstanding anything to the contrary, if either party desires to seek injunctive or other provisional relief that does not involve the payment of money, then those claims will be brought in a state or federal court in Santa Clara County, California, and the parties irrevocably and unconditionally consent to personal jurisdiction of such courts and venue in Santa Clara County, California in any such action for injunctive relief or provisional relief.

9. Severability: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

10. 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.

11. Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflicts of laws provisions.

12. Binding Effect: This Agreement shall be binding upon the parties and their respective successors and permissible assigns.

13. Notices: Any notices pursuant to this Agreement shall be in writing and sent to the parties at the addresses set forth on the signature page below. Such notices or other communications shall be deemed to have been duly given and received (a) on the day of sending it if sent by personal delivery that is followed by a copy mailed with first class postage, (b) on the next business day after the day of sending if sent by Federal Express or other similar express delivery service, or (c) on the fifth calendar day after the day of sending if sent by registered or certified mail (return receipt requested).

14. Miscellaneous:  This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one document.  The representations, warranties and covenants of Client in this Agreement will survive the Term. The rule of construction that ambiguities are to be resolved against the drafting party or in favor of the party receiving a particular benefit under an agreement may not be employed in the interpretation of this Agreement or any amendment to this Agreement. It is understood and agreed, and it is the express intention of the parties, that the parties to this Agreement are not partners, joint venturers or agents of each other and that this Agreement does not and will not establish any such partnership, joint venture or agency relationship between them. Each party to this Agreement shall execute and deliver all instruments and documents and take all actions as may be reasonably required or appropriate to carry out the purposes of this Agreement.