Coaching Agreement

THIS COACHING AGREEMENT (the “Agreement”) is made and entered into by and between John Neral Coaching, LLC (“Coach”) and the counterparty to this Agreement (“Client”).  Coach and Client are each a “Party” to this Agreement, and are together referred to herein as the “Parties.”

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.   Coach makes certain coaching-related services (the “Services”) and coaching-related materials (“Coaching Materials”) available for purchase by means of the Coach’s website (the “Website”).  This Agreement sets forth the terms upon which Coach makes available those Services and Coaching Materials that Client chooses to purchase by means of the Website.  In the event of any conflict between the terms of this Agreement and any terms available on the Website, the terms of this Agreement will govern. 

2.    Client agrees to compensate Coach for the Services and Coaching Materials that Client chooses to purchase by means of the Website according to the pricing available at the Website at the time of any given purchase.  All fees associated with any given Services or Coaching Materials much be paid in full before Client will be entitled to receive such Services or Coaching Materials.  All fees are non-refundable, and no credits will be given for missed coaching sessions.

3.   Client Responsibilities. In addition to the other obligations discussed in this Agreement, Client is responsible for: (a) Client’s choices relating to the Services and Coaching Materials, (b) any changes Client makes in Client’s personal life and business practices, and (c) Client’s mental and physical health.  Client understands and agrees that all Services and Coaching Materials are solely for the purpose of aiding Client in achieving the goals identified by Client, and further understands and agrees that no particular results or outcomes are guaranteed – including, but not limited to, any given business objective, position achievement, or monetary gain.  Client agrees that Client will not use the Services in place of any form of diagnosis, treatment, or therapy.  If Client receives medical or psychiatric care at any time, Client agrees to consult with Client’s caregiver to ensure that receipt of the Services is in Client’s best interests, and Client agrees to advise Coach promptly if there is any change in this regard.  Client further agrees that Client will not use the Services as a substitute for professional advice from legal, financial, business, or other qualified professionals, and that Client will seek independent professional advice with respect to such matters.  Finally, in the course of engaging with Coach hereunder, Client agrees that Client will refrain from plagiarism, harassment of Coach’s agents or third-party clients, and violation of any applicable law.

4.   Coach hereby grants Client a non-exclusive, limited, personal, non-exclusive, non-transferrable, non-sublicensable, revocable license to use any Coaching Materials provided hereunder solely for Client’s personal or internal business use.  Client agrees that Client has no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Coaching Materials in any manner without Coach’s express prior written permission.  Client further agrees that Client may not sell or redistribute the Coaching Materials without the express written consent of Coach, nor offer any competing products or services based upon any information contained in the Coaching Materials.  Coach is the sole owner of the Coaching Materials, and retains all rights, title, and interest in and to the Coaching Materials subject only to the license granted in this Paragraph.  No material delivered to Client hereunder will be considered “work made for hire,” as that term is used and defined under the United States Copyright Act.  No portion of the Coaching Materials may be reproduced or disclosed to any third party except with Coach’s prior written consent.  Any breach of the obligations set forth in this Paragraph will be grounds for termination of this Agreement.

5.   The term “Confidential Information” means any information having commercial or proprietary value to the originating Party that is not generally available to the public and that should reasonably be recognized as confidential or proprietary.  The term “Confidential Information” does not apply to information that is publicly known at the time of disclosure, or subsequently becomes publicly known through no fault of the receiving Party; is discovered or created by the receiving Party before disclosure by the originating Party; is learned about by the receiving Party through legitimate means other than from the originating Party, its representatives, or some third party bound by an obligation to the originating Party to maintain confidentiality; is disclosed by the receiving Party with the originating Party’s prior written approval; or is disclosed by the receiving Party pursuant to a judicial or governmental request or order, provided that the originating Party gives prompt notice sufficient to enable the originating Party – at its sole expense – to contest or seek to limit such request or order.

1.   All Confidential Information disclosed by or on behalf of an originating Party or to which a receiving Party otherwise gains access remains the property of the originating Party.

1.   The receiving Party agrees to hold all Confidential Information in strict confidence for a period of five years, use all reasonable efforts to maintain the confidentiality of such Confidential Information during such period, and notify the originating Party promptly and in writing of any actual or suspected unauthorized use or disclosure of any Confidential Information.

1.   The Parties agree that any Confidential Information will only be used by the receiving Party to facilitate performance under this Agreement.

1.   The Parties agree and acknowledge that misuse or unauthorized disclosure of the Confidential Information will cause irreparable harm to the disclosing Party, and that money damages would not be a sufficient remedy for any breach of this Agreement. The Parties therefore agree that a Party will be entitled to injunctive or other equitable relief as remedies for any such breach ‒ which remedies will be in addition to all other remedies available to each Party at law or in equity.  Should a Party seek equitable relief hereunder, the other Party waives any requirement that a bond or other security be posted.

6.    Client will indemnify and hold Coach harmless as to third parties with respect to any liability that arises out of or relates to Client’s actions or non-actions in connection with performance of this Agreement, which actions or non-actions result in third-party demands, claims, or litigation.  This indemnification will include reasonable attorneys’ fees and expenses.
   
   
7.   No Warranty. CLIENT AGREES THAT THE SERVICES AND COACHING MATERIALS ARE PROVIDED “AS-IS” AND “AS-AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND ‒ INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.   Limitation of Liability. IN NO EVENT WILL COACH, ITS EMPLOYEES, MEMBERS, AGENTS, OR THIRD-PARTY SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR DATA USE INCURRED BY CLIENT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF COACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, COACH'S LIABILITY TO CUSTOMER FOR DIRECT DAMAGES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, WHETHER IN CONTRACT, TORT OR VIOLATION OF APPLICABLE LAWS, WILL BE LIMITED TO THE AGGREGATE FEES PAID TO COMPANY BY CUSTOMER DURING THE THREE-MONTH PERIOD PRIOR TO THE ACCRUAL OR ASSERTION OF ANY SUCH CLAIM, WHICHEVER IS LESS.

9.   Independent Contractor. Coach, in rendering performance under this Agreement, will be deemed an independent contractor.  Nothing in this Agreement creates or is intended to create any employer-employee relationship, joint venture, franchise, or partnership between the Parties.

10.   Termination. Without prejudice to its other rights, Coach may (a) immediately terminate this Agreement if Client breaches any of Client’s material obligations under this Agreement, to include timely payment of all fees, or (b) terminate this Agreement for convenience upon thirty days’ notice to Client.  Termination of this Agreement will not affect any other rights that either Party may have regarding any breach of this Agreement that occurred prior to termination.  Upon termination of this Agreement, the Parties will return any Confidential Information in their possession or under their control to the originating Party.

11.   Parties Bound; Assignment. This Agreement will be binding on and inure to the benefit of the Parties and their legal representatives, heirs, legatees, successors, and assignees.  Client may not assign any of Client’s rights under this Agreement to any third party without the express written permission of Coach.

12.   Dispute Resolution. This Agreement will in all respects be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to choice of law rules.  Any claim or dispute associated with or arising out of this Agreement must be resolved exclusively by a state court having jurisdiction in Fairfax County, Virginia or by the Federal District Court for the Eastern District of Virginia ‒ Alexandria Division.  The Parties agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or disputes.  The Parties waive any objection to the laying of venue for any suit, action, or proceeding in such courts.  The substantially prevailing Party in any action arising hereunder or relating hereto will be entitled to recover its reasonable costs and fees, including reasonable attorneys’ fees.  IN NO EVENT WILL EITHER PARTY SEEK TO HAVE SUCH AN ACTION TRIED TO A JURY.

13.   Any notice, request, instruction, or other document to be given hereunder by any Party hereto to any other Party will be in writing and will be sufficiently given if delivered in person, sent by electronic mail with return receipt requested, sent by internationally recognized overnight courier service, or sent by registered or certified mail, postage prepaid, at the address set forth beside each Party’s name above, or at such other address for a Party as will be specified by like notice.

14.   Amendment; No Waiver. This Agreement may be modified only by a writing signed by both Parties.  No waiver of any provision of this Agreement or of a breach thereof will be effective unless expressed in a writing signed by the waiving Party.  The waiver by any Party of any of the provision of this Agreement or of a breach thereof will not operate or be construed as a waiver of any other breach or provision.

15.   If any provision of this Agreement or the application thereof will for any reason or to any extent be construed by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, and application of such provision to other circumstances, will remain in effect and be interpreted so as best to reasonably effect the Parties’ intent. 

16.   The Parties agree that all provisions of this Agreement that should, by their nature, survive termination of this Agreement will so survive.

17.   This Agreement constitutes the Parties’ entire agreement with respect to the subject matter hereof and supersedes any and all prior written or oral understandings, negotiations and agreements with respect to the subject matter hereof.
18. Please see the Terms and Conditions on this page for additional information.