Coach-Friendly Coaching Agreement Template

In this Agreement, unless the context otherwise requires, the capitalized terms set out in this Section shall have the meanings ascribed to them.

"Agreement" means this Coaching Agreement, including its recitals and all amendments made in accordance with its terms, and, there being no annexes or exhibits, comprising the entirety of its main text.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Jurisdiction] on which commercial businesses are generally open for business.

"Coaching Materials" means all worksheets, frameworks, models, templates, exercises, assessments, recordings, presentations, handouts, written or electronic content, methodologies and other materials, in any form or medium, created, selected, adapted or furnished by or on behalf of the Coach in connection with the Services.

"Coaching Package" means the bundle of Sessions selected by the Client and described in Section 4, comprising the number and duration of Sessions and any other features specified therein.

"Coach's Premises" means the location at [Coach's Premises Address] or such other location as the Coach may designate in accordance with this Agreement, at which Sessions are conducted in person.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of one Party to the other in connection with this Agreement or learned in the course of the Sessions, including personal circumstances, business information, goals, strategies and the Coaching Materials, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

"Fees" means the total amount payable by the Client to the Coach for the Coaching Package, as set out in Section 5, expressed in [Currency], together with any other amounts payable under this Agreement.

"Force Majeure Event" has the meaning given in Section 15.

"Notice Period" means a period of 48 hours immediately preceding the scheduled start time of a Session.

"Services" means the coaching services to be provided by the Coach to the Client under this Agreement, as further described in Section 2, including the conduct of Sessions and the provision of Coaching Materials.

"Session" means an individual one-to-one coaching meeting between the Coach and the Client of the duration specified in the Coaching Package, conducted in person at the Coach's Premises.

"Term" has the meaning given in Section 13.

Headings are inserted for convenience only and shall not affect interpretation. References to Sections are to sections of this Agreement. The words "including" and "includes" shall be construed without limitation. Words in the singular include the plural and vice versa. References to a "person" include any individual, entity or organization, and references to "writing" include email.

The Client hereby engages the Coach, and the Coach hereby accepts such engagement, to provide the Services to the Client during the Term, on the terms and subject to the conditions of this Agreement.

The Services shall consist of personal or professional coaching in the following focus areas: [Description of Coaching Focus Areas and Objectives], delivered through the Sessions comprised in the Coaching Package selected by the Client.

The Coach shall perform the Services with reasonable skill and care, in a professional manner and in accordance with the ethical standards generally observed by professional coaches, subject always to the limitations set out in this Agreement.

The Coach shall determine, in the Coach's sole professional discretion, the coaching methods, techniques, structure, tools and content of each Session, having regard to the Client's stated goals.

The Coach may, in the Coach's discretion, engage assistants or substitute another suitably qualified coach for a Session where reasonably necessary, provided that the Coach shall remain responsible for the performance of the Services.

The Services are limited to those expressly described in this Agreement. Any additional services requested by the Client, including additional Sessions, between-Session communications beyond those specified in the Coaching Package, or services of a different nature, shall be subject to the Coach's agreement in writing and to additional Fees at the Coach's then-current rates of [Additional Services Rate].

The Coach is under no obligation to accept the Client's engagement where, in the Coach's reasonable professional judgment, the Services are unsuitable for the Client's needs, and the Coach may refer the Client to other professionals as the Coach deems appropriate.

The Parties acknowledge and agree that the Coach is engaged as an independent contractor and that nothing in this Agreement creates an employment, partnership, joint venture, agency, fiduciary or franchise relationship between the Parties.

The coaching relationship is a professional, forward-looking, collaborative relationship designed to support the Client in identifying goals, exploring options and taking action. The Client remains solely responsible for all decisions, choices and actions taken or not taken in connection with or following the Services.

The Client expressly acknowledges that coaching is not psychotherapy, counseling, psychiatric or medical treatment, and does not constitute legal, financial, tax, investment or other regulated professional advice. The Services are not a substitute for any such advice or treatment, and the Coach does not diagnose or treat any mental, emotional or physical condition.

The Client shall obtain independent professional advice in respect of any matter falling outside the scope of coaching, and shall not rely on the Coach for such advice.

If the Client is currently receiving, or during the Term begins to receive, therapy or treatment of any kind, the Client shall consult the Client's treating professional regarding the suitability of coaching and shall promptly inform the Coach if such professional advises against coaching.

The Coach shall be free to provide coaching and other services to third parties during the Term, provided that such activities do not breach the Coach's confidentiality obligations under this Agreement.

The Client elects the following Coaching Package: [Name/Description of Coaching Package], consisting of [Number] Sessions, each of [Duration] minutes, to be used within [Package Validity Period] from the Effective Date.

Each Session shall be conducted in person at the Coach's Premises. The Client shall be responsible, at the Client's own cost and risk, for travel to and from the Coach's Premises and for all related expenses.

The Coach may change the Coach's Premises to another suitable location within [Geographic Area] upon not less than [Number] days' written notice to the Client, and shall ensure that the Premises are reasonably suitable for the conduct of Sessions.

The Client shall arrive punctually for each Session. Where the Client arrives late, the Session shall nonetheless end at its scheduled time and shall not be extended, and no credit or refund shall be given for time lost.

Any Sessions not used within the validity period stated above shall expire and be forfeited without refund, credit or compensation, unless the Coach agrees otherwise in writing in the Coach's sole discretion.

The Coaching Package includes the following additional features, if any: [Additional Features, e.g., limited between-Session communication, Coaching Materials]. Unless expressly stated in this Section, no additional features are included.

The Parties may agree in writing to convert any Session to a remote format on an exceptional basis, provided that such conversion shall not alter the Fees or any other term of this Agreement.

In consideration of the Services, the Client shall pay the Coach the Fees in the total amount of [Total Fees Amount] [Currency] for the Coaching Package.

The Fees shall be paid in full and in advance, in a single payment, on or before [Payment Due Date], and in any event prior to the first Session. The Coach shall be under no obligation to commence or continue the Services until cleared funds have been received in full.

Payment shall be made by [Payment Method] to the account or by the means specified by the Coach in writing: [Payment Details]. Payment shall be deemed made only upon receipt of cleared funds by the Coach.

All Fees are stated exclusive of any applicable taxes, duties, levies and bank or transfer charges, all of which shall be borne by the Client. Where the Coach is required to collect any such taxes, the Client shall pay them in addition to the Fees. All payments shall be made without set-off, deduction or counterclaim.

If the Client fails to pay any amount when due, the Coach may, without prejudice to any other right or remedy, suspend the Services, charge interest on the overdue amount at the rate of [Late Payment Interest Rate] per [period] from the due date until payment in full, and recover all reasonable costs of collection, including legal fees.

The Fees are fixed for the Coaching Package for the Term. Fees for any additional Sessions or services shall be as agreed in accordance with Section 2.

Any chargeback, reversal or dispute of a payment by the Client without good cause shall constitute a material breach of this Agreement, and the Client shall reimburse the Coach for all associated fees and costs.

The Parties shall agree the date, time and sequence of each Session in advance, by email or other means designated by the Coach, having regard to the Coach's availability published from time to time. Contact for scheduling: [Coach Scheduling Contact Details].

The Client may reschedule or cancel a Session without forfeiting it only by giving the Coach written notice at least 48 hours before the scheduled start time of the Session (the Notice Period). A Session properly rescheduled shall be conducted at a mutually agreed alternative time within [Rescheduling Window] of the original date, subject to the Coach's availability.

If the Client reschedules or cancels a Session after the Notice Period has begun, or fails to attend a Session (a "No-Show"), the Session shall be deemed delivered and forfeited, and no refund, credit, make-up Session or reduction of Fees shall be due.

Where the Client arrives late, clause 4.4 of this Agreement as set out in the preceding Section on Session format shall apply, and the Client shall not be entitled to any extension or compensation.

The Client may reschedule any individual Session no more than [Maximum Number] times. The Coach may treat further requests as cancellations subject to the forfeiture provisions of this Section.

If the Coach must reschedule or cancel a Session, the Coach shall give the Client as much notice as is reasonably practicable and shall offer an alternative time. Such rescheduled Session shall not be forfeited, and the Coach shall have no further liability to the Client in respect of the rescheduling.

Notices of rescheduling or cancellation shall be effective only upon actual receipt by the Coach at the contact details specified in this Section.

The Client shall attend each Session punctually, prepared, and in a condition suitable for participation, and shall participate actively, honestly and in good faith in the coaching process.

The Client shall provide the Coach with accurate, complete and current information reasonably required for the Services, and shall promptly notify the Coach of any change in circumstances that may affect the Services.

The Client shall treat the Coach and any other person at the Coach's Premises with courtesy and respect, shall comply with all reasonable house rules and safety instructions notified by the Coach, and shall not attend any Session under the influence of alcohol or unlawful substances. The Coach may end any Session immediately, without refund or credit, if the Client breaches this clause.

The Client acknowledges and agrees that: (i) the Client is entering into this Agreement voluntarily and for business purposes or personal development purposes as the Client has represented; (ii) the Client has read and understood this Agreement and has had the opportunity to obtain independent legal advice; and (iii) the Client is physically and mentally able to participate in coaching.

The Client acknowledges that progress depends on the Client's own effort, commitment, implementation of agreed actions and external circumstances beyond the Coach's control, and that the Client is solely responsible for the Client's decisions and their consequences.

The Client shall not record, whether by audio, video or otherwise, any Session without the Coach's prior written consent.

The Client represents and warrants that the Client has full legal capacity and authority to enter into and perform this Agreement.

The Coach does not promise, warrant or guarantee any particular outcome, result, benefit, improvement, income, advancement, success or other consequence from the Services, whether personal, professional, financial or otherwise.

The Client acknowledges that results of coaching vary between individuals and depend on factors including the Client's effort, circumstances, abilities, market conditions and the actions of third parties, none of which the Coach controls.

Any statements by the Coach regarding past experiences, examples, testimonials or anticipated outcomes are illustrative only, do not constitute a representation or warranty, and shall not be relied upon by the Client as a guarantee.

The Client acknowledges that the Client has not been induced to enter into this Agreement by any promise or assurance of results, and that the Fees are payable for the Services provided and not contingent upon any outcome.

Dissatisfaction with results, or the Client's failure to achieve any goal, shall not entitle the Client to any refund, credit, reduction of Fees or other remedy.

Each Party (the "Receiving Party") shall keep confidential all Confidential Information of the other Party (the "Disclosing Party"), shall use it solely for the purposes of this Agreement, and shall not disclose it to any third party except as permitted by this Section.

The Coach shall keep confidential the content of the Sessions and the personal information disclosed by the Client, save as provided in this Section. The Client shall keep confidential the Coaching Materials, the Coach's methodologies and the Coach's business information.

The Receiving Party may disclose Confidential Information: (i) to its professional advisers, insurers, supervisors, and employees or assistants who need to know it and are bound by equivalent duties of confidentiality; (ii) with the Disclosing Party's prior written consent; and (iii) to the extent required by law, court order or competent authority, provided that, where lawful, the Receiving Party gives the Disclosing Party prompt notice.

The Coach may, where the Coach reasonably believes there is a serious risk of harm to the Client or others, disclose such information as the Coach considers necessary to the appropriate persons or authorities.

The obligations in this Section shall not apply to information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully known to the Receiving Party before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is lawfully received from a third party without restriction.

The Coach may use anonymized and non-identifying information derived from the Services for professional supervision, training and development, provided that the Client cannot reasonably be identified.

The obligations of confidentiality shall survive expiry or termination of this Agreement for a period of [Confidentiality Period] years.

All right, title and interest, including all intellectual property rights, in and to the Coaching Materials, and in the Coach's methods, frameworks, systems, trademarks, know-how and any derivative works, shall remain the exclusive property of the Coach or the Coach's licensors.

Subject to the Client's full payment of the Fees and compliance with this Agreement, the Coach grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Coaching Materials during the Term solely for the Client's own personal or internal professional development.

The Client shall not copy, reproduce, distribute, publish, sell, license, adapt, translate, reverse engineer, or otherwise exploit the Coaching Materials, in whole or in part, or disclose them to any third party, without the Coach's prior written consent.

The Client shall not use the Coach's name, logo or trademarks, or represent any affiliation with the Coach, without prior written consent.

The Client shall not use the Coaching Materials to develop, provide or promote any competing coaching, training or consulting offering.

Any feedback, suggestions or ideas provided by the Client regarding the Coaching Materials or the Services may be used by the Coach freely and without obligation or compensation.

Work product created by the Client solely from the Client's own information, such as the Client's personal goals and action plans, shall remain the Client's property, subject to the Coach's underlying rights in the Coaching Materials.

Upon termination or expiry of this Agreement, the Client's license shall terminate and the Client shall cease using the Coaching Materials and, upon request, return or destroy all copies.

The Services and Coaching Materials are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, the Coach disclaims all warranties, conditions and representations, whether express, implied or statutory, including as to merchantability, fitness for a particular purpose, accuracy, completeness and non-infringement.

To the fullest extent permitted by law, the Coach shall not be liable to the Client for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profit, revenue, business, goodwill, opportunity or anticipated savings, arising out of or in connection with this Agreement, however caused and under any theory of liability, even if advised of the possibility of such loss.

To the fullest extent permitted by law, the Coach's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the portion of the Fees actually paid by the Client for the Session or Sessions giving rise to the claim.

The Client assumes all risks arising from the Client's participation in the Services, including risks arising from the Client's decisions and actions taken in reliance on any discussion, suggestion or Coaching Material.

The Coach shall not be liable for any loss, injury or damage to the Client's person or property occurring at or in transit to or from the Coach's Premises, except to the extent caused by the Coach's gross negligence or willful misconduct and to the extent such liability cannot lawfully be excluded.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or willful misconduct.

The Client acknowledges that the limitations in this Section reflect a reasonable allocation of risk and are reflected in the level of the Fees.

The Client shall indemnify, defend and hold harmless the Coach and the Coach's officers, directors, employees, assistants, agents, successors and assigns (the "Coach Indemnitees") from and against all claims, demands, actions, liabilities, losses, damages, judgments, settlements, costs and expenses, including reasonable legal fees, arising out of or in connection with: (i) the Client's breach of this Agreement; (ii) the Client's negligence or willful misconduct; and (iii) the Client's use of the Coaching Materials in breach of this Agreement.

The Client shall further indemnify the Coach Indemnitees against any claim by a third party arising from the Client's decisions, actions or omissions taken in connection with or following the Services, including any business, financial, employment or personal decision.

The Coach shall promptly notify the Client of any claim for which indemnification is sought, provided that failure to do so shall relieve the Client of its obligations only to the extent it is materially prejudiced thereby.

The Client shall, at the Client's own expense, assume the defense of any indemnified claim with counsel reasonably acceptable to the Coach, but the Coach may participate with counsel of the Coach's choosing at the Coach's own expense, and the Client shall not settle any claim in a manner imposing any obligation or admission on a Coach Indemnitee without the Coach's prior written consent.

Where the Client fails to assume the defense promptly, the Coach may defend the claim and the Client shall reimburse all reasonable costs incurred.

The obligations in this Section shall survive expiry or termination of this Agreement.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue until the earlier of the completion of all Sessions in the Coaching Package and the expiry of the validity period stated in Section 4 (the "Term").

The Client may terminate this Agreement for convenience at any time by giving the Coach not less than [Client Termination Notice Period] written notice, subject to Section 14.

The Coach may terminate this Agreement for convenience upon [Coach Termination Notice Period] written notice to the Client. In such case, the Coach shall refund the Fees attributable to Sessions not yet delivered, calculated on a pro rata basis.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach and, where the breach is capable of remedy, fails to remedy it within [Cure Period] days of written notice requiring remedy.

The Coach may terminate this Agreement with immediate effect by written notice if the Client: (i) fails to pay any amount when due; (ii) breaches Section 7, 9 or 10; (iii) behaves in an abusive, threatening, harassing or unlawful manner; or (iv) becomes insolvent or subject to bankruptcy or similar proceedings.

The Coach may terminate this Agreement if the Coach reasonably determines that continuing the Services is inappropriate, unsafe or contrary to professional ethics, upon written notice to the Client.

Termination shall be effected by written notice delivered in accordance with Section 17.

Upon termination or expiry of this Agreement for any reason, all rights of the Client to receive Sessions shall cease, and the Client's license to use the Coaching Materials shall terminate in accordance with Section 10.

The Parties expressly agree that all Fees paid by the Client are fully earned by the Coach upon receipt, in consideration of the reservation of the Coach's time and availability, and are non-refundable in all circumstances, including where the Client terminates this Agreement early, fails to attend Sessions, or elects not to use some or all of the Sessions in the Coaching Package.

Where the Client terminates this Agreement before payment of the Fees in full, or where the Coach terminates under Section 13 for the Client's breach, all unpaid Fees for the entire Coaching Package shall become immediately due and payable.

The sole exception to clause 14.2 shall be where the Coach terminates for convenience under Section 13, in which case the pro rata refund described in that Section shall apply, and the Client shall have no other claim.

The Client acknowledges that the Fees represent a genuine and reasonable pre-estimate of the Coach's loss and are not a penalty, and that the Coach has declined other engagements in reliance on this Agreement.

Termination shall not affect any rights, remedies, obligations or liabilities of the Parties accrued up to the date of termination.

Sections 1, 8, 9, 10, 11, 12, 14, 16 and 17, and any other provisions which by their nature are intended to survive, shall survive termination or expiry of this Agreement.

A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including acts of God, fire, flood, severe weather, earthquake, epidemic or pandemic, governmental action or restriction, war, terrorism, civil unrest, strike or labor disturbance, utility or power failure, unavailability of premises, or illness or incapacity of the Coach.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, to the extent caused by a Force Majeure Event, provided that the affected Party promptly notifies the other Party and uses reasonable efforts to mitigate the effect of the event.

Where a Force Majeure Event prevents the conduct of a Session, the Coach shall reschedule the Session to a mutually convenient time or, at the Coach's option, conduct it by remote means, and the validity period in Section 4 shall be extended by the duration of the Force Majeure Event.

The Client's obligation to pay the Fees shall not be suspended, reduced or excused by a Force Majeure Event.

If a Force Majeure Event continues for more than [Force Majeure Period] consecutive days, either Party may terminate this Agreement by written notice, in which case the Coach shall refund only the Fees attributable to Sessions that the Coach has been unable to deliver, calculated on a pro rata basis, and neither Party shall have any further liability to the other, save for accrued rights.

This Agreement and any dispute or claim arising out of or in connection with it, including its formation, interpretation, performance, validity or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute through direct negotiation. Either Party may initiate such negotiation by written notice describing the dispute, and the Parties shall meet or confer within [Negotiation Period] days of such notice.

If the dispute is not resolved within [Negotiation Resolution Period] days of the notice, the Parties shall refer the dispute to mediation administered by [Mediation Institution or Mediator] in [Mediation Location] before commencing any other proceedings, and shall share the costs of the mediator equally.

If the dispute is not resolved by mediation within [Mediation Period] days of its commencement, the dispute shall be finally resolved by [binding arbitration administered by [Arbitration Institution] under its rules / the courts of [Jurisdiction]], with the seat or venue in [Seat or Venue]. Where arbitration applies, the tribunal shall consist of [Number] arbitrator(s) and the language shall be [Language].

Each Party shall bear its own costs, save that the tribunal or court may award reasonable costs and legal fees to the Coach where the Coach is the prevailing Party.

Nothing in this Section shall prevent the Coach from seeking urgent injunctive or other interim relief from any competent court to protect the Coach's Confidential Information, intellectual property rights or to recover unpaid Fees.

The Parties shall continue to perform their obligations under this Agreement pending resolution of any dispute, except where this Agreement has been terminated.

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral. The Client acknowledges that it has not relied on any statement not expressly set out in this Agreement.

No amendment of this Agreement shall be effective unless made in writing and signed by both Parties. No waiver shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver of it.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed, and the remaining provisions shall continue in full force and effect.

The Client shall not assign, transfer, subcontract or delegate any of its rights or obligations under this Agreement without the Coach's prior written consent. The Coach may assign or transfer this Agreement to any affiliate or successor to its business upon written notice to the Client.

All notices under this Agreement shall be in writing and delivered by hand, by courier, or by email to the addresses below (or such other address as a Party notifies in writing): to the Coach at [Coach Notice Address and Email]; and to the Client at [Client Notice Address and Email]. Notices shall be deemed received upon delivery if by hand or courier, and on the next Business Day after transmission if by email, absent a delivery failure message.

Nothing in this Agreement confers any right or benefit on any person who is not a Party, except the Coach Indemnitees, who may enforce Section 12.

This Agreement may be executed in counterparts, including by electronic signature or electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument.

The Parties have each participated in the drafting of this Agreement, and no provision shall be construed against either Party by reason of authorship.