This Agreement for professional services is entered into by and between Hodges Coaching (hereinafter “Contractor”), and the organization represented by the party responsible for accepting the terms of this agreement (herinafter “Client”).
The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
The Client hereby agrees to engage the Contractor to provide the Client with one or more of the following services (the “Services”) specified in the Hodges Coaching Services Order Form :
The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
The term of this Agreement (the “Term”) will begin on the date of the Client’s acceptance of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 14 days’ written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
The Contractor will invoice the Client for the Services as set forth in the order form provided to the Client (the “Compensation”).
Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
There will be no refunds for these services.
Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
The Client also understands and agrees that the Contractor is obligated under the ICF Code of Ethics to retain the confidentiality of all Coaching and Hodges Leadership Institute participants and will not divulge private information without the prior written consent of those participants.
OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY
Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Except as expressly provided in this Agreement, the Contractor makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the services negotiated, agreed upon and rendered. In no event shall the Contractor be liable to the Client for any indirect, consequential or special damages. Notwithstanding any damages that the Client may incur, the Contractor’s entire liability under this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to the Contractor under this Agreement for all services rendered through and including the termination date.
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
RIGHT OF SUBSTITUTION
Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Contractor hires a sub-contractor:
Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
This Agreement will be governed by and construed in accordance with the laws of the State of Michigan.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
This Agreement shall be binding upon the parties hereto and their respective successors and permissible assigns.