Coaching Service Agreement (“Agreement”)

Thank you for allowing Cream of the Crop Leaders (COTC Inc.) the honor of serving you and/or your organization.

This document sets forth the services to be performed by COTC Inc. (dba Cream of the Crop Leaders) and its representatives, here referred to as "COTC", to the coaching Client and/or a representative of the coaching Client's employer/financial sponsor (“Client”), collectively the “Parties”.
- Service: Executive and Business Coaching
- Location: Live Video Conferencing
- Dates TBD
- Cost: Coaching plan as selected by Client. Client assumes all phone, video service and internet charges when applicable.

REFUND POLICIES
- For first-time Executive Coach Clients - Money Back Guarantee: Try out the first session at no obligation. Fees for the first fully-completed session are fully reimbursed if the first session isn’t effective and empowering per the coaching Client’s sole opinion. Simply request a refund within 7 days of the first session, and COTC will readily return 100% of Client’s funds to the original payment source. If a multiple-session package was purchased, Client agrees to additionally request cancellation at least 48 hours prior to the onset of the second session.
- Refund Policy and More for Clients who continue past the first session - AND for former coaching Clients:
• Rescheduling: Frequent rescheduling results in loss of momentum and effectiveness. Therefore, with notice of 48 hours or more, Client’s Executive Coach will reschedule - up to 1 time only - an executive coaching session.
• Missed sessions: COTC is unable to reschedule or provide refunds for missed sessions. This is because the COTC Coach reserves professional time exclusively for the coaching Client and is typically unable to rebook this designated slot at short notice.
• Unused Sessions and Expiration: No refunds are given for unused sessions. Remaining package sessions, if any, expire 12 months after the last coaching session performed.
• COTC reserves the right to substitute the Executive Coach; if the new Coach is unacceptable to the coaching Client, both fees paid for the first session with this new Coach and fees for unused sessions will be refunded.

IS PRIVACY OF COACHING GUARANTEED?
COTC recognizes that privacy is a main concern of Executive Coaching clients. After all, privacy is one of the reasons clients find it appealing to receive input from an Executive Coach. However, in many cases, employers/financial sponsors that pay for the coaching want to receive an update of the coaching Client’s content/progress. COTC will AUTOMATICALLY assume clearance to provide coaching content updates to the coaching Client’s employer/financial sponsor UNLESS the coaching Client’s employer/financial sponsor asserts and agrees (via an email sent both to [email protected] in which the coaching Client is copied) the following clause (this text will also arrive in Client’s confirmation email):
"As the employer/representative paying for or reimbursing [insert Client's name] for coaching services, I recognize that the risks required for true growth are more likely to occur in a safe, confidential environment. Therefore, I waive all requirements for COTC to report Client’s coaching details and progress to me and the organization I represent. I agree that this email is legally binding."

EMPLOYEE OR EMPLOYER LEGAL ISSUES, HR CONCERNS, PERFORMANCE CONCERNS AND SIMILAR::
If human resource related issues, employment concerns, performance concerns, or legal concerns pertaining to the coaching Client are current - or even possibly pending - by accepting coaching services both the Client and Client’s employer/financial sponsor agree to provide FULL details to COTC in writing (email is acceptable) PRIOR TO the commencement of coaching so that COTC may review this information and determine the effectiveness of coaching as a solution.

EFFECT ON PARTICIPANTS
During coaching, Clients will be active, and busy. Most clients enjoy transformational coaching, yet it’s normal to expect a moderate level of discomfort since true growth requires healthy risk. Since everyone is unique and histories are varied, COTC has no way to know in advance what effect some portions of the coaching and/or related training may have on Client and whether COTC programs and content are appropriate or will be effective. This coaching is not intended to provide counseling or a substitute for psychotherapy as this program is not a psychological support group or a therapeutic environment. If Client or Client's employer/financial sponsor have concerns about trauma, anxiety or other conditions which could be exacerbated by coaching, Client agrees to obtain and provide to COTC clearance prior to the commencement of coaching from the medical professionals who know the Client best. Also, and because the effectiveness of these programs is dependent upon ongoing practice, COTC can’t determine the level of benefit each Client will gain from this coaching, if any.

OWNERSHIP OF COTC MATERIALS AND I.P.:
COTC remains author of any work or knowledge provided to Client; this includes materials customized for the Client (the “Materials”). An exception to this is when a separate written COTC agreement specifically outlines that certain material was created for the Client’s exclusive - and ongoing - use. Client, Client's organization/representatives (where applicable) and employing organization will refrain from copying, videotaping, audio taping or otherwise duplicating, reverse engineering, sharing or facilitating - internally or externally - COTC coaching and/or training content, program materials, processes or details, in full or in part with any entity or person. COTC’s processes, materials, methods, ideas and business practices are copyrighted and highly proprietary.
Confidentiality: COTC and Client (including Parties’ representatives and or ultimate paying party) agree that neither shall, except as required by law or COTC’s performance, at any time during or after the Term of this Agreement, disclose, use, publish, reproduce, or otherwise exploit for its own benefit or for the benefit of any other third party, any of the other party’s confidential information, as hereinafter defined. “Confidential Information” shall refer to any and all company knowledge, information, material or data about the other or its business activities disclosed to or learned by the other in connection with this Agreement or COTC’s performance of services, in any form, however obtained, whether or not specifically marked by either party as confidential, which is proprietary and/or confidential, and shall further include any and all company methods, processes, programs, businesses practices, techniques or strategies which either party has developed or develops which are unknown to either party’s competitors or within the industry and which provide either party a competitive advantage over its competitors. Notwithstanding the foregoing, COTC may share Client’s company name and logo and general service procured as part of COTC’s marketing.
Relationship: COTC is an independent contractor and this Agreement shall not constitute the formation of a partnership, joint venture, or employment relationship. COTC will be regarded as an independent contractor for all purposes.

INDEMNIFICATION
The Client (the “Indemnifying Party”) agrees to indemnify, defend and hold COTC and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of (i) gross negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. COTC shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.
THIS SECTION STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

Limitation of Liability; Actions:
EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER THE ABOVE SECTION OF THIS AGREEMENT, AND SERVICE PROVIDER’S RIGHTS AND CLIENT’S CORRESPONDING OBLIGATIONS WITH RESPECT TO SERVICE PROVIDER OWNERSHIP OF CONTENT PURSUANT OF THIS AGREEMENT, IN NO EVENT SHALL EITHER COTC BE LIABLE UNDER THIS AGREEMENT TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, LOSS OF EMPLOYMENT OR PAYMENT, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE CLIENT’S OBLIGATION TO PAY THE FEES TO COTC, AND EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, AND SERVICE PROVIDER’S RIGHTS AND CLIENT’S CORRESPONDING OBLIGATIONS WITH RESPECT TO SERVICE PROVIDER OWNERSHIP OF CONTENT PURSUANT TO THIS AGREEMENT, COTC’s ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

REPRESENTATIONS AND WARRANTIES:
Client and COTC hereby warrant that each party has the full right, power, legal capacity, and authority to enter into and execute this Agreement and to grant the rights set forth herein; to perform their obligations as contained herein, and no other person’s approval or consent is required to give full effect to this Agreement. Client and COTC hereby warrant that none of the information, services or benefits that they are providing under this Agreement shall violate the rights of any third party; that the exercise of either party of the rights granted by the other party will not infringe on any rights of any third party; and that the parties shall take all measures necessary to obtain the appropriate rights, permits, licenses, bonds, permissions, approvals, etc. necessary to ensure the other party’s full enjoyment of the promises made and/or services provided under this Agreement.

RESOLVING DISPUTES
If a dispute arises from this Agreement, the parties agree to first try to resolve the dispute with good faith effort within thirty (30) days from the date the dispute initially arises, provided that either Party shall have the right to seek an injunction against the non-seeking party in the case that the dispute in question arises out of the misuse of either Party’s Confidential Information or intellectual property.

APPLICABLE LAW
This Agreement is governed exclusively by the laws of the State of California. Client and COTC agree to the exclusive jurisdiction and venue of the California courts located in Sonoma County, California for any action arising out of or relating to this Agreement.

REVIEW AND CONSENT OF ALL PARTIES
Since one Client party (either the Coaching Client, or a representative of the Client's employer/financial sponsor) might singularly sign this agreement, the signing Client hereby attests and agrees that the other Client party (the Client or the Client's employer/financial sponsor) has reviewed and agreed to all terms in this agreement.

This Agreement contains the entire agreement and understanding of the parties and supersedes all prior communications, representations, agreements, understandings and arrangements either oral or written relating to the subject matter of this Agreement. No agreement or understanding varying or extending this Agreement shall be binding upon either party hereto unless agreed to in writing as an amendment to this Agreement, signed by authorized officers or representatives of the respective parties.