This SERVICES AGREEMENT (this “Agreement”) is entered into by and between YOU (“Client”) and REWIRE, INC., an Oregon corporation (“Consultant”) as of the date you accept this Agreement by electronic means or otherwise (“Effective Date”).
1. Services. Consultant shall provide to Client the services described in the "Services" section below. Consultant shall provide the Services at such time(s) and at such location as set forth in "Services" section below .
2. Payment. Client shall pay to Consultant a consulting fee for the Services as set forth in the "Payment" section below (“Consulting Fee”). Except as may otherwise be specified below the entire Consulting Fee shall be due and payable upon execution of this Agreement.
3. Cancellation, Delay, and Termination. Should Consultant be unable to reschedule a training which conflicts with a prearranged coaching call, Client understands that s/he will be rescheduled to a mutually agreeable date and Client will be held harmless with regard to Contract length and number of sessions. Upon Client’s request to postpone or reschedule Services, Consultant may agree to attempt to find a mutually acceptable new Date of Service(s), provided that the timeframe governing the length of this agreement as set forth below will remain in effect. If Consultant is unable, due to an act of God, sickness or other reason beyond Consultant’s reasonable control, or otherwise will not perform the Services, as and when contemplated under this Agreement, Consultant will promptly notify Client and the parties will cooperate in good faith to reach a mutually agreeable new Service Date or time and/or a satisfactory replacement for Consultant. If the parties are unable to reach agreement in such event, upon written notice by either party, this Agreement shall be cancelled and all deposits paid by Client shall be refunded. Such refund shall be Client’s sole remedy. We want our performance to be the reason that you choose to remain our client. Accordingly, either party may terminate this Agreement at any time upon written notice. Client will not be charged for any monthly recurring fee after a termination notice has been given. Notwithstanding the foregoing, termination shall be effective the later of the date of the notice or following completion of the last session for which Client has prepaid. For example, if Client prepays on the 5th of each month, with sessions scheduled on the 10th and the 24th, and Client gives notice of termination on the 6th day of the month, this Agreement will terminate on the 24th following completion of the last prepaid session. If Client terminates on the 25th of the month, and all prepaid sessions have been completed, the termination will be effective on the 25th. Prepaid amounts will not be refunded.
4. Coaching Hours Log. Client gives permission for Consultant and/or Consultant's independent contractors to submit name, email address and hours/dates of completed coaching to the International Coach Federation as part of any ongoing certification. Client understands he/she may be contacted by email to confirm the number of paid coaching hours. All content of coaching sessions will remain confidential and Client will not be asked any questions pertaining to the content of the coaching sessions. Coaching hour logs are built over time, (certification renewals take place once every 3 years) and Client agrees that regardless of when, my name, email address and coaching hours/dates may be submitted.
5. Independent Contractor; Limitation of Liability. Consultant has been engaged to provide the Services as an independent contractor. Consultant shall provide the Services on a non-exclusive basis. Consultant shall determine the time, method and manner of providing the Services. Consultant shall provide the Services in accordance with the degree of skill, care and diligence normally exercised by recognized professionals who supply services of a similar nature. Consultant makes no representation or warranty, express or implied, as to the effectiveness or results of the Services and Consultant shall have no liability to Client therefore. In no event shall Consultant be liable to Client for consequential, punitive or special damages or for damages in excess of the total Consulting Fee paid to Consultant. Client agrees to defend, indemnify and hold Consultant harmless from and against any and all claims, demands, damages, loss and liability of every kind or nature arising out of or relating to, directly or indirectly, Client’s use or receipt of the Services except to the extent caused by Consultant’s gross negligence or willful misconduct.
6. Proprietary Rights. Client acknowledges that Consultant owns and shall retain all rights to the methods, processes, programs, materials and information used or developed by Consultant or provided to Client in connection with rendering the Services (“Consultant Content”) and such Consultant Content is proprietary. Except as otherwise provided in this paragraph, Client shall not use, disclose or otherwise exploit any Consultant Content or reproduce, copy or distribute the Consultant Content or derivatives thereof without the express written permission of Consultant; provided, that, Client may use, solely for internal purposes, deliverables to be retained by Client, if any, which contain Consultant Content, for the limited purpose of obtaining and enjoying the benefits for which the Services were retained, and subject to any additional restrictions governing such deliverables as may be specified by Consultant. The restrictive covenants under this Section 6 shall survive termination of this Agreement indefinitely.
7. Notices. Any notice given under this Agreement shall be in writing and shall be deemed to have been given when: (i) personally delivered to a party, (ii) twenty-four (24) hours after deposit in the United States Mail, postage prepaid by both first class and certified mail, return receipt requested, (iii) twenty-four (24) hours after delivery to a recognized national overnight carrier, with overnight shipping charges paid, or (iv) if an e-mail address is set forth below, upon successful e-mail transmission to a party, and addressed to such party at the address set forth below (or such other address as a party may specify by a notice in writing, given in the same manner).
8. Miscellaneous. Time is of the essence in this Agreement. This Agreement shall be governed by and construed in accordance with the laws and decisions of the State of Oregon, without regard to conflict of law rules. If litigation is instituted by a party to enforce or interpret this Agreement, exclusive venue shall lie in Multnomah County, Oregon. Each exhibit and schedule referenced in this Agreement is by this reference incorporated herein. This Agreement may not be assigned by Client except upon Consultant’s written consent. The failure by either party to enforce any provision of this Agreement shall not be construed as a waiver unless waived in writing by such party and no waiver by a party will limit such party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. This Agreement is binding upon the parties, their successors, assigns and representatives. Each party shall timely and in good faith execute and deliver, at the request of another party, such further documents or instruments, and shall perform such further acts, that may be reasonably required to fully accomplish the intent of this Agreement. If any term or provision of this Agreement or the application of it to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to other persons or circumstances shall not be affected and shall be enforced to the fullest extent allowed by law. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. The parties agree to accept electronic acceptance, facsimile, or .pdf signatures. THIS AGREEMENT (INCLUDING ALL EXHIBITS AND SCHEDULES) CONTAINS THE FINAL AND EXCLUSIVE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF IT AND SUPERSEDES AND REPLACES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER. This Agreement may not be amended or modified except by written agreement executed by the parties.
This Agreement is entered into and effective as of the date you accept this Agreement, by electronic means or otherwise. By confirming and accepting this Agreement, you agree to the terms and conditions of this Agreement.
This coaching engagement will be for an indefinite period of time (starting with the first 1 hour coaching session following the signing/acceptance of this agreement), with 1 hour coaching sessions conducted two times per month and follow-up contact as appropriate. Coaching sessions to be held via phone or video calls.