Individual Coaching Client Agreement



This Client Agreement (“Agreement”) is effective (“Effective Date) by and between Hodges
Coaching LLC, located at 3200 Eagle Park Drive NE, Suite 108, Grand Rapids, MI 49525 in the County of Kent
(referred to as “Hodges Coaching” from this point forward), and the following individual (“Client”):


The Client desires to engage Hodges Coaching, and Hodges Coaching desires to be so engaged, for the provision
of services in accordance with the terms and conditions contained in this Agreement. For valid consideration
received, the parties agree as follows:

1. Engagement of Hodges Coaching Services.
1.1 Hodges Coaching is in the business of providing one-on-one consulting, coaching, and assistance
(“Services”), whereby Client pays a monthly fee in exchange for two 50-minute teleconference sessions (each, a
“Session”), per month (“Membership”) to the Client. Each Session will include one-on-one coaching from a coach
provided by Hodges Coaching (“Coach”). The Services commence as of the Effective Date and continue for six
months (the “Initial Term”). After the Initial Term, the Membership shall renew automatically from month to month,
until and unless terminated pursuant to the terms of this Agreement.

2. Coach-Client Relationship.
2.1 Coach agrees to maintain the ethics and standards of behavior established by the International Coach
Federation “(ICF)”. It is recommended that the Client review the ICF Code of
Ethics and the applicable standards of behavior.

2.2 Client is solely responsible for creating and implementing his/her own physical, mental and emotional well-
being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and his/her coaching calls and interactions with the Coach. As such, the Client agrees that the Coach is not and will not be
liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the
Coach. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not
prevent, cure, or treat any mental disorder or medical disease.
2.3 Client acknowledges that coaching is a comprehensive process that may involve different areas of his or
her life, including work, finances, health, relationships, education and recreation.
2.4 The Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas
and implementing choices is exclusively the Client’s responsibility.
2.5 Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as
defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling,
psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal,
medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent
professional guidance as needed. If Client is currently under the care of a mental health professional, it is
recommended that the Client promptly inform the mental health care provider of the nature and extent of the
coaching relationship agreed upon by the Client and the Coach.
2.6 The Client understands that in order to enhance the coaching relationship, the Client agrees to communicate
honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.

3. Duties of Client. By purchasing the Membership, Client is making a commitment to participate in the
Sessions to the extent possible. Results, outcomes, or earnings are however, are dependent upon Client participation
and implementation. Therefore, Client agrees faithfully and diligently to perform the following in accordance with
the terms and conditions of this Agreement:
3.1 Punctuality. Client shall arrive at the specified Session time, promptly. Failure to arrive prepared may result
in a shortened Session. If Client has not arrived within 15 minutes of the start of the Session, Hodges Coaching or
the Coach is entitled to cancel the Session. If Client anticipates tardiness to a Session, Client should inform their
Coach as soon as possible.
3.2 Cancellation. Client is required to give a minimum of 24-hour notice to the Coach if the Client cannot attend
the scheduled Session. If less than 24-hour notice is given, the Coach is not required to reschedule the Session and
no portion of the Fee will be refunded. If at least 24-hour notice is given for Client’s cancellation, Client may
reschedule with the Coach. Rescheduling with a Coach is contingent upon the Coach’s availability.
3.3 Payment. Pay Hodges Coaching for the Services provided according to the Section 5 of this Agreement.

4. Limits on Hodges Coaching Liability. Hodges Coaching will provide the necessary materials for the
Membership. The success of Membership is solely dependent upon the Client’s engagement in the strategy sessions
and provided action steps. Hodges Coaching is not responsible for any implementation of any plan; this is the sole
responsibility of the Client. Any results, outcomes, or earnings provided by Hodges Coaching are estimates of
possibilities for the Client. Hodges Coaching is not guaranteeing, nor should Client rely on any specific prior
successes, past results, as these are not an indication of future success or results. Hodges Coaching specifically
THE PROGRAM. In no event shall the Hodges Coaching be liable to the Client for any indirect, consequential or
special damages. Notwithstanding any damages that the Client may incur, Hodges Coaching’s entire liability under
this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to
Hodges Coaching under this Agreement for Services rendered during the last 6 months before termination.

5. Payment. Client shall pay Hodges Coaching a Fee of $1,000, monthly, for the Services provided. Client
shall provide credit card information to Hodges Coaching secure payment system upon signing up for the
Membership. By supplying such information, Client is authorizing and promising the following:

a. Client is the authorized user of the credit card and will not dispute the scheduled transactions, so
long as the transactions comport with this Agreement;
b. Hodges Coaching may store the credit card information for the duration of this Agreement;
c. Hodges Coaching may charge the supplied credit card for the Fee automatically every month on
the anniversary of the first payment for the Initial Term;
d. The Fee will be charged automatically on a month-to-month basis beyond the Initial Term unless
this Agreement is otherwise properly terminated;
e. Client agrees to keep all credit card information up to date. If any Fees are declined, Client shall
immediately update credit card information and make payment. If the Client fails to pay at the time
the Monthly Fee is due, Client agrees that a late fee of 1.5% may be charged and added to the total
for every month the Fee is late.

Hodges Coaching may choose to discontinue all Sessions until payment is up to date.

5.1 Additional Work. Any Services Hodges Coaching performs outside of this Agreement will be considered
“Additional Work.” Hodges Coaching will notify Client, in advance of performance, if a request for services falls
outside of this Agreement, therefore qualifying as Additional Work. If, after notification, Client still requests the
Additional Work, Client hereby agrees that such requests constitute approval of the Additional Work and any Fees
associated with such Additional Work are reasonable and payable to Hodges Coaching. All Additional Work will
be charged on an hourly basis at a rate of $500 per hour and will be invoiced and due monthly. Payment terms in
Section 5 apply to fees due under this Section 5.1.
5.2 Change in Fees. Fees be amended from time to time, at Hodges Coaching’s sole discretion, but no more
than once per year.
5.3 Attorney Fees. Client will be responsible for payment of all attorney fees and costs associated with the
collection of the Membership Fee or any additional fees Client owes Hodges Coaching under the terms of this

6. Proprietary Rights and Confidentiality.
6.1 Work. All inventions, discoveries, improvements, developments, concepts, trade secrets, original works of
authorship, coaching notes, formulas, work products, drawings, know-how, designs, algorithms, computer
programs, (including, but not limited to, source code, object code routines, macros, etc.), databases, strategies,
processes, procedures, methodologies, and techniques, and all documentation relating to the foregoing, whether or
not patentable or registrable under copyright or similar laws, which Hodges Coaching, alone or jointly, while
operating on Client’s behalf, creates, conceives, develops, reduces to practice, or causes another to create, conceive,
develop, or reduce to practice will collectively and individually be referred to as the “Work.”
a. Hodges Coaching’s Use of the Work. Hodges Coaching shall have the unrestricted right to use, display,
publish, perform, record, copy, broadcast, transmit, distribute, augment, subtract from, modify, distort,
translate, transfer, combine with other information or materials, create derivative works based on, sell,
or otherwise exploit for any purpose, the Work and any portion thereof, in any manner or media
throughout the world, as Hodges Coaching may in its sole discretion determine.
b. Client’s Use of Work. Hodges Coaching grants a license for Client to use the Work, internally during
the course of this Agreement and only for the purposes for which Client sought Hodges Coaching
Services. Client is not now, nor at any time in the future authorized to use the Work for commercial
purposes or outside of Client’s own operations. Client shall not at any time without Hodges Coaching’s
prior written consent, except as required in the performance of this Agreement: reproduce, display,
publish, perform, record, broadcast, transmit, distribute, modify, translate, combine with other
information or materials, create derivative works based on, exploit commercially, disclose, or otherwise
use the Work, in any manner or medium whatsoever.
c. Further Documentation. Upon Hodges Coaching’s request, Client shall, at Hodges Coaching’s expense,
promptly execute and deliver to Hodges Coaching any and all necessary documentation, including, but
not limited to, assignments, declarations for patent applications, copyright registrations, or such other
documents as are necessary to effectuate the purposes of this Agreement and to vest in Hodges
Coaching ownership of all Work. Client hereby irrevocably appoints Hodges Coaching as Client’s
attorney-in-fact with full power to execute, acknowledge, deliver and record any and all such
documents Client fails to execute within 5 business days after Hodges Coaching’s request therefor.
This appointment shall be a power coupled with an interest and is irrevocable.

6.2 Confidentiality. The Client recognizes that he or she shall come into possession of proprietary information,
technical data, trade secrets, know-how, research, product plans, products, services, works of original authorship,
photographs, negatives, digital images, software, computer programs, ideas, research, developments, inventions
(whether or not patentable), processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, forecasts, strategies, marketing, finances or other business information, any of which
might comprise valuable trade secrets and other confidential information (“Confidential Information”) which is
exclusively owned by Hodges Coaching. The Client expressly recognizes that Confidential Information is being
conveyed to him or her under conditions of confidentiality and agree that he or she shall not disclose Confidential
Information, as disclosure of such would cause irreparable harm to the conveying party. Client acknowledges and
agrees that the Confidential Information protected by this Agreement is of a special, unique, unusual, extraordinary
and intellectual character to Hodges Coaching, such that money damages would be difficult to ascertain and would
also not be sufficient to avoid or compensate for the unauthorized use or disclosure of the Confidential Information;
and that specific performance, injunctive relief, and other equitable relief would be appropriate to prevent any actual
or threatened use or disclosure of the Proprietary Information or breach of the covenants herein. The remedies stated
above may be pursued in addition to any other remedies available at law or in equity for breach of this Agreement.
a. Return of Confidential Information. Hodges Coaching may elect at any time to terminate further access
to its Confidential Information. Upon request, the Client shall return to the disclosing party all
Confidential Information, or if directed by Hodges Coaching, Client shall destroy all of the Hodges
Coaching’s property and tangible embodiments of the Confidential Information (in every form and
medium), permanently erase all electronic files containing or summarizing any Confidential
Information, and certify to the Hodges Coaching, in writing, that Client has fully complied with the
foregoing obligations.
b. Marketing. Notwithstanding the previous provisions, Hodges Coaching reserves the right to produce
and make public a marketing/communications case study of the Client’s success and list Client on
Hodges Coaching’s collateral material, including but not limited to Hodges Coaching’s social media links, email campaigns, and other materials. Hodges Coaching also retains the right to publish non-confidential communications between Client and Hodges Coaching for marketing purposes upon Client’s consent.

7. Termination.
7.1 During the Initial Term. Client may terminate this Agreement at any time during the Initial Term. Hodges
reserves the right to, and Client agrees that Hodges Coaching may cancel this Agreement and terminate any and all
Services during the Initial term, immediately, and without prior notice, in the event that Client fails to fulfill any
obligations under paragraphs 2, 3, or any other material obligations contained in this Agreement. In either event,
Sessions will cease, Client will receive no refund for any Fees paid prior to the termination, and Client will be liable
for all future Fees due during the Initial Term.
7.2 After the Initial Term. Either party may terminate this Agreement at any time with two weeks written
notice to the other party after the Initial Term has concluded. Upon termination, Sessions will cease, Client will
receive no refund for any Fees paid prior to the termination, and 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.
7.3 Post-Termination Rights. After termination for any reason, Hodges Coaching shall retain the right to
recover any remaining Fees owed to Hodges Coaching by the Client. Client agrees that it waives any right it may
have against Hodges Coaching to offset fees payable by Client to Hodges Coaching.

8. Indemnification. Client parties agree to defend, indemnify, and hold Hodges Coaching and its directors,
officers and employees from and against any and all third party claims, suits, actions, or demands for liability, and
any associated damages, losses, costs and expenses (including the reasonable costs and expenses of attorneys and
other professionals) payable to third parties to the extent arising out of or resulting from the negligence or willful
misconduct of the Client or the breach by the Client of any duty, covenant or agreement contained in this Agreement.

9. Force Majeure. If either party is prevented or delayed in the performance of any of its obligations under
this Agreement due to Force Majeure (defined below), that party will provide written notice to the other party
specifying the nature and expected duration of the Force Majeure. The performance of the party invoking Force
Majeure with respect to any obligation will be excused and the time for performance extended, but only for the
period of delay or inability to perform due to Force Majeure. If the total of any period of delay or inability to perform
due to Force Majeure asserted by either party during the Term equals or exceeds 120 consecutive days, the other
party will have the right, at its option, to either terminate this Agreement or to continue to excuse the first party’s
performance for the period of any delay or inability to perform due to Force Majeure. In either case, as used in this
Agreement, “Force Majeure” shall mean any act of God, fire, casualty, flood, war, strike, lockout, pandemic,
epidemic, health crisis, closure of public or private spaces by a governing body, COVID-19 related closures or
restrictions by the State of Michigan/OSHA mandates/CDC guidelines, labor trouble, or any other circumstances
beyond the reasonable control of the party asserting it that prevents or delays the performance of any of its
obligations under this Agreement.

10. Miscellaneous.
10.1 Assignment. Neither party may assign the rights or obligations under this Agreement
10.2 Compliance with Laws. Both parties shall comply with all applicable international, national, and local
laws and regulations.
10.3 Notices. All notices required under this Agreement shall be delivered via facsimile and registered mail,
return receipt requested. All Notices to Hodges Coaching and/or to Client shall be addressed and delivered to that
party’s address listed at the top of this Agreement. Notices transmitted orally or by electronic means shall be deemed
insufficient notice.
10.4 Waiver. No act or forbearance by either party shall be construed as a waiver of any right or obligation
under this Agreement.
10.5 Entire Agreement. This Agreement represents the entire agreement between the parties regarding the
Services and shall not be modified without the express written consent of both parties.
10.6 Survival. The provisions of Sections 4, 6, 7.3, and 8 shall survive the termination of this Agreement or any
relationship between the parties for the period set forth in that Section, and if not set forth, indefinitely.
10.7 Governing Law. This Agreement shall be construed according to the laws of the State of Michigan without
regard to conflict of laws provisions thereof. The parties hereby submit to the jurisdiction of the state and federal
courts in Kent County, Michigan and agree that said courts have the sole and exclusive jurisdiction over any and
all disputes and causes of action involving such party that arise out of or relate to this Agreement or its performance.
10.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason
whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.
10.9 Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the
foregoing terms and conditions. Each signatory is authorized to enter into this Agreement on behalf of its respective

Date: November 30, 2022

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Signed by Sarah Hodges
Signed On: November 17, 2022

Signature Certificate
Document name: Individual Coaching Client Agreement
lock iconUnique Document ID: 1796f6b707ca1e9ebe1568bc263633a46817b730
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November 17, 2022 5:01 pm ESTIndividual Coaching Client Agreement Uploaded by Sarah Hodges - IP