Coaching Contract Samples-One Page

Scope of Services. Consultant / Provider Name shall perform the services described in the Statement of Work attached hereto as Exhibit A ("SOW"), which is incorporated by reference into this Agreement. Each SOW must be signed by both parties and shall set forth at minimum: (a) a description of the services to be performed; (b) the deliverables and any applicable milestones; (c) objective acceptance criteria for each deliverable; (d) the project timeline or performance period; and (e) the fees and payment schedule applicable to that SOW. In the event of a conflict between a SOW and the body of this Agreement, the terms of this Agreement shall control unless the SOW expressly states that it supersedes a specific provision. Out-of-Scope Work. Any work, deliverable, task, or service not expressly described in the applicable SOW is out of scope. Requests for out-of-scope work shall be addressed exclusively through the Change Order procedure set forth in Section [Change Order Clause Number]. Consultant / Provider Name has no obligation to perform out-of-scope work, and continued performance of any task not in the SOW does not modify the SOW or this Agreement without a signed Change Order. No Guarantee of Outcome. The Services are advisory and facilitative in nature. Consultant / Provider Name does not guarantee any specific business, financial, professional, or personal outcome as a result of the Services. Client's results depend on Client's own decisions, effort, and circumstances.

SECTION __. PROFESSIONAL SCOPE — NATURE OF COACHING SERVICES. Your name / business name ("Coach") provides coaching services only. Coaching is a distinct professional service that is separate from, and does not constitute, psychotherapy, counseling, psychology, psychiatry, social work, marriage and family therapy, or any other mental health service regulated under state or federal law. Coaching is also distinct from and does not constitute the practice of medicine, nursing, or any other licensed healthcare profession; the practice of law or the provision of legal advice; or the provision of financial, investment, tax, accounting, or securities advice. (a) Mental Health. Coach is not a licensed mental health professional. Sessions will not address, diagnose, treat, or attempt to treat any mental health condition, trauma, or emotional disorder. If Client is currently receiving mental health treatment, Client should consult with their treating provider before beginning coaching. Nothing in this Agreement creates a therapist-client, counselor-client, or psychologist-client relationship. (b) Medical and Health Matters. Coach is not a licensed physician, nurse, pharmacist, or other healthcare provider. Nothing communicated by Coach constitutes a diagnosis, prognosis, or medical recommendation. Client should consult a licensed healthcare provider before making any health-related decisions, changing medications, or undertaking any new physical regimen. (c) Nutrition. To the extent any session touches on general wellness, lifestyle, or nutrition topics, any information provided by Coach is general educational information only and does not constitute medical nutrition therapy, individualized meal planning, clinical dietary assessment, or any other service reserved by law to licensed dietitians, registered dietitian nutritionists, or other credentialed nutrition professionals. In the forty-eight (48) states that regulate nutrition practice, individualized nutrition advice by uncredentialed practitioners may be unlawful; nothing in this Agreement authorizes Coach to provide such services, and Client should consult a licensed dietitian or nutritionist for individualized nutrition guidance. (d) Legal Matters. Coach is not an attorney licensed to practice law. Nothing communicated in sessions constitutes legal advice, and no attorney-client relationship is created. Client should retain licensed legal counsel for any legal matter. (e) Financial and Investment Matters. Coach is not a registered investment adviser, broker-dealer, financial planner, accountant, or tax professional. Nothing communicated in sessions constitutes investment advice, a securities recommendation, a tax opinion, or financial planning services regulated under federal or state law, including without limitation the Investment Advisers Act of 1940. Client should consult a licensed financial or investment professional for such matters. (f) Effect. This clause does not limit Coach's liability for gross negligence or intentional misconduct, but establishes the contractual scope of the service relationship and constitutes evidence of Client's informed understanding of the nature of coaching.

SECTION __. NO GUARANTEE OF RESULTS; EARNINGS DISCLAIMER. (a) No Guarantee of Outcomes. Coaching is a collaborative, forward-looking process. Coach does not guarantee, warrant, or represent that Client will achieve any particular outcome, result, or level of performance as a result of coaching. Client's results, if any, will depend on numerous factors outside Coach's control, including but not limited to Client's effort, engagement, implementation, skills, knowledge, existing resources, market conditions, competitive environment, personal circumstances, and economic conditions. (b) Earnings and Income Disclaimer. If Client is enrolling in a coaching program related to business, career, income, entrepreneurship, or any form of financial performance: (i) Coach makes no representation that Client will earn any particular amount of money or achieve any particular financial result; (ii) any income or financial figures discussed in Coach's marketing materials, sales conversations, testimonials, or sessions represent specific individual results achieved by specific individuals under their particular circumstances and are not typical; (iii) Client acknowledges that there is no such thing as a guaranteed income or guaranteed outcome from coaching, and that individual results vary significantly; and (iv) Client acknowledges having read this disclaimer before entering into this Agreement. (c) Marketing Materials. To the extent Coach's marketing materials, website, social media, or promotional content contain statements about income, revenue, business growth, weight loss, or other measurable outcomes — whether attributed to Coach personally or to prior clients — those statements reflect individual experiences achieved under particular circumstances that may not apply to Client. Such statements do not constitute a promise, warranty, or guarantee of any kind. (d) FTC Compliance Notice. Testimonials and endorsements appearing in Coach's marketing materials are subject to the FTC's Guides Concerning Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255. Where results are described, those results are not typical unless explicitly stated to be so, and typical results data is available upon request to the extent maintained by Coach. (e) Client Responsibility. Client is solely responsible for evaluating whether coaching is appropriate for Client's circumstances, making all decisions regarding Client's business, career, or personal life, and implementing or declining to implement anything arising from coaching sessions. No statement by Coach during sessions constitutes a direction, instruction, or advice on which Client is entitled to rely as a guarantee of any outcome.

SECTION __. CLIENT SELF-DIRECTION, AUTONOMY, AND FITNESS FOR COACHING. (a) Client Owns the Agenda. The coaching relationship is a partnership in which Client sets the agenda, defines the goals, and retains full decision-making authority over all aspects of Client's life, business, and circumstances. Coach does not direct, instruct, or advise Client on what decisions to make. Coaching conversations support Client's own thinking, planning, and goal-setting; they do not substitute for Client's independent judgment. (b) Client Responsibility for Decisions. Client is solely responsible for all decisions made before, during, or after coaching sessions, including decisions made in reliance on or inspired by coaching conversations. Coach bears no liability for the outcome of any decision made by Client, regardless of whether that decision was discussed in a coaching session. (c) No Direction or Professional Advice. Coach does not provide directions, prescriptions, instructions, or professional advice within the meaning of any regulated profession. Any suggestion, question, observation, framework, or exercise offered by Coach is offered as a coaching tool to support Client's own thinking and is not a direction to act. Client acknowledges that implementation of anything arising from coaching is entirely at Client's discretion and risk. (d) Fitness for Coaching — Client Warranty. Client represents and warrants as of the date of this Agreement, and continuing throughout the coaching engagement, that: (i) Client is not currently experiencing a mental health crisis, acute psychiatric episode, or condition that would make coaching contraindicated or inappropriate; (ii) Client is not currently under the care of a licensed mental health professional, physician, or other healthcare provider who has specifically advised against coaching or has identified coaching as incompatible with Client's current treatment; (iii) Client has the legal capacity to enter into this Agreement; and (iv) Client will promptly notify Coach if any of the foregoing representations ceases to be true. (e) Coach's Right to Refer or Suspend. If Coach reasonably believes that Client's circumstances have changed such that Client's participation in coaching is no longer appropriate, Coach may: (i) suggest that Client seek the assistance of a licensed professional; (ii) suspend sessions until Client provides written confirmation from an appropriate professional that coaching may continue; or (iii) terminate this Agreement in accordance with Section __ [cross-reference to Termination clause], without liability to Coach for any remaining unused sessions subject to the refund policy in Section __ [cross-reference]. (f) Mutual Commitments. In support of a productive coaching relationship, Client commits to: (i) attending scheduled sessions or providing timely notice of cancellation as set out in Section __ [cross-reference]; (ii) completing agreed-upon actions and exercises to the best of Client's ability; (iii) communicating honestly and openly with Coach. Coach commits to: (i) applying skill, preparation, and professional attention to each session; (ii) maintaining confidentiality as set out in Section __ [cross-reference]; and (iii) providing notice if Coach is unable to continue the engagement.

1. Payment Schedule. Unless otherwise specified in the applicable Statement of Work or Project Order, invoices will be issued on a monthly basis. Each invoice is due within 30 days of the invoice date ("Due Date"). 2. Invoicing and Payment Methods. Provider will deliver invoices to Client name / business name via email at Client Billing Email. Payment may be made by ACH transfer, wire transfer, business check, or credit card to the account or address specified on the invoice. Client name / business name is responsible for all bank fees, wire fees, and credit card processing fees in excess of 2%. 3. Late Payment. If any invoice remains unpaid after the Due Date, the unpaid balance will accrue interest at the rate of 1.5% per month (1.5% annually) or the maximum rate permitted by applicable law, whichever is less, calculated from the Due Date until the date payment is received in full. 4. Suspension of Services for Non-Payment. If any invoice remains unpaid for more than 15 days past the Due Date, Provider may, upon 5 days' written notice to Client name / business name, suspend performance of all Services under this Agreement until all past-due amounts, including accrued interest, are paid in full. Suspension under this Section does not relieve Client name / business name of its payment obligations, does not constitute a waiver of Provider's right to terminate for material breach, and does not extend any project deadlines unless the parties agree otherwise in writing. 5. Disputed Invoices. If Client name / business name disputes any invoice in good faith, Client name / business name must notify Provider in writing within 10 days of the invoice date, specifying the disputed amount and the basis for the dispute. Client name / business name will pay the undisputed portion of the invoice by the Due Date. The parties will work in good faith to resolve the dispute within 10 days. Late fees do not accrue on amounts genuinely disputed in good faith during the dispute resolution period. 6. Advance Payment. If the parties agree to an advance payment structure in a Statement of Work, advance payments are non-refundable except as expressly provided in the applicable refund or termination clause.

SECTION __. SESSION AND PACKAGE EXPIRY. (a) Expiry Date. All coaching sessions purchased under this Agreement must be scheduled and completed on or before the Expiry Date applicable to the package type, as follows: (i) Single Sessions: expire 30 days from the date of purchase. (ii) Session Packs (10 sessions): expire 6 months from the date of purchase. (iii) Coaching Programs (defined-term engagements): expire on the last day of the defined program term, which begins on the date of the first scheduled session or 0 days after the date of purchase, whichever is earlier. (iv) Subscription Plans: each period's sessions expire at the end of the billing period in which they are allocated and do not roll over to a subsequent period. (b) No Rollover. Sessions that are not scheduled and completed on or before the applicable Expiry Date are forfeited without credit, rollover, or refund. Client's failure to schedule, attend, or use sessions before the Expiry Date does not extend the Expiry Date and does not entitle Client to a refund of the purchase price for unused sessions. (c) Expiry Not Tolled. The Expiry Date is not extended or tolled by: (i) Client's failure to communicate with Coach; (ii) Client's absence, inactivity, or unavailability; (iii) non-payment or payment disputes; (iv) Client's decision to pause the engagement; (v) Client's dissatisfaction with sessions; or (vi) any other cause within Client's control, except as expressly agreed in writing by Coach. (d) Coach-Initiated Suspension. If Coach cancels a scheduled session, Coach will offer Client a replacement session at no additional charge. Coach-initiated cancellations do not otherwise extend the Expiry Date; however, if Coach cancels 3 or more consecutive sessions, the Expiry Date shall be extended by a number of days equal to the period of Coach-caused unavailability. (e) Expiry Notice. Coach will make reasonable efforts to notify Client when 7 days remain before the Expiry Date; however, Coach's failure to provide such notice does not extend the Expiry Date or create any obligation to provide a refund. (f) Consistency with Refund Policy. Forfeiture of expired sessions is not a refund trigger. The treatment of expired sessions is governed by this Section and is consistent with the refund policy in Section __ [cross-reference].

SECTION __. CANCELLATION, RESCHEDULING, AND NO-SHOW POLICY. (a) Advance Notice Required. Client must provide at least 24 hours' advance notice to cancel or reschedule any scheduled coaching session. Notice must be provided by How client must give notice (e.g., email, platform message) (e.g., email to Coach contact email for cancellation notices, platform message, scheduling system cancellation). (b) Late Cancellation. If Client cancels or requests to reschedule a session with less than 24 hours' notice before the scheduled start time, that session will be treated as a late cancellation. A late-cancelled session Consequence of late cancellation (describe or select variant) [see Variants for alternatives: forfeit / reduced credit / once-reschedule]. (c) No-Show. If Client fails to appear for a scheduled session and does not provide any prior notice, the session is a no-show. A no-show session is forfeited in full and may not be rescheduled or credited. The no-show session counts as a used session for purposes of package expiry. (d) Repeated Late Cancellations. If Client late-cancels 2 or more sessions within any rolling 30-day period, each subsequent late cancellation during that period results in full forfeiture of that session, regardless of whether an initial single reschedule opportunity was previously granted. (e) Coach Cancellation. If Coach cancels a scheduled session, Coach will offer Client an equivalent replacement session at no additional charge, to be scheduled within 5 days of the cancelled session. If Coach cancels with less than 24 hours' notice, Coach will additionally credit Client with Credit given to client when coach cancels late (e.g., '1 bonus session' or '$50 credit') [e.g., one additional session or a specified dollar credit]. Coach's cancellation does not trigger a refund of the program fee except as provided in Section __ [termination/refund cross-reference]. (f) Emergency Exception. Client may invoke an emergency exception to cancel a session without late-cancellation consequences up to 2 time(s) per program term, provided that: (i) Client notifies Coach before the session is scheduled to begin; and (ii) the exception is not invoked for a session that has already been rescheduled once under this Section. The emergency exception does not apply to no-shows. (g) Consistency with Expiry and Refund Policies. Sessions forfeited under this Section — whether for no-show or late cancellation — count as completed sessions for the purpose of package expiry under Section __ and are non-refundable per Section __ [refund policy cross-reference]. Forfeiture under this Section is not a ground for extending any package expiry date.

REFUND POLICY Coach or entity name ("Coach") reserves time exclusively for each client, and session slots cannot be resold once held. The following refund terms govern all fees paid under this Agreement. (a) Pre-Commencement Cancellation. If Client cancels this Agreement in writing before Client has attended any session or accessed any digital materials, Client is entitled to a refund of all fees paid, less a non-refundable administrative fee of Non-refundable administrative fee (dollar amount) (or 5% of total fees paid, whichever is less). (b) Post-Commencement — No Refund for Services Rendered. Once Client has attended one or more sessions or has accessed any course materials, digital content, or member-only resources, all fees paid are non-refundable. Coach has allocated time and resources exclusively for Client and cannot resell or reallocate sessions or content access after Client has begun the program. No refund will be provided for unused sessions, even if Client elects not to attend or complete the program. (c) Exception: Services Not Delivered Due to Coach Breach. If Coach fails to deliver scheduled sessions or provide access to materials as described in this Agreement due to Coach's breach or failure to perform (and not due to Client's cancellation, no-show, or request to postpone), Client is entitled to a pro-rata refund for the sessions or materials not delivered, calculated based on the per-session value (total fees divided by number of scheduled sessions). (d) Chargebacks Distinguished. This Refund Policy governs voluntary refunds provided by Coach. Chargebacks (credit card disputes initiated through Client's card issuer) are governed by the card network's rules, not this Agreement. Client acknowledges that: (i) A "no refund" policy does not prevent Client from disputing charges with their card issuer; (ii) Card networks (Visa, Mastercard, American Express) may override contract terms and issue chargebacks if the card network determines that services were not delivered as described, regardless of this Refund Policy; (iii) To dispute a charge, Client must contact their card issuer and initiate a chargeback investigation; Coach will respond to chargeback disputes by providing evidence of service delivery (e.g., session attendance records, email confirmations, access logs for digital materials); (iv) If Client initiates a chargeback, Coach may terminate this Agreement immediately and revoke access to any remaining sessions or materials; and (v) If Client's chargeback is denied by the card network and the charge is upheld, Client remains obligated to pay any outstanding fees under this Agreement. (e) Refund Processing. Approved refunds will be processed within thirty (30) business days of the refund determination and will be issued to the original payment method.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

CONSUMER REVIEW RIGHTS AND LIMITATIONS (a) Right to Post Honest Reviews. Nothing in this Agreement — including any non-disparagement, confidentiality, or intellectual property provision — restricts Client from posting, publishing, or sharing an honest review of Coach's coaching services on any review platform, social media site, or other public forum. Any provision in this Agreement that purports to prohibit, restrict, penalize, or obtain a transfer of intellectual property rights in such reviews is void and unenforceable under the Consumer Review Fairness Act (15 U.S.C. § 45b). (b) Coach's Permissible Remedies. Coach retains the right to seek legal remedies only for a review or statement that: (i) contains a false statement of material fact that the author knew or reasonably should have known to be false; (ii) discloses information that constitutes a trade secret or that Client agreed was confidential and is not merely Client's description of their coaching experience; (iii) is defamatory under applicable law; or (iv) constitutes unlawful harassment or a true threat. (c) Calibration with Non-Disparagement. If this Agreement includes a non-disparagement provision, that provision applies only to the categories described in Section (b)(i)–(iv) above. A non-disparagement obligation that is broader than those categories is void to that extent. (d) No Penalty or Fee for Reviews. Coach will not assess any penalty, fee, liquidated damages, or forfeiture against Client solely because Client has posted an honest review, including a negative review, about Coach's services. (e) No Review-Ownership Transfer. Client retains all intellectual property rights in any review Client authors. Nothing in this Agreement constitutes a transfer or assignment of those rights to Coach. (f) Settlement Agreements. A separate settlement agreement resolving a specific dispute may include confidentiality of settlement terms and compensation amounts. Such a provision does not prevent Client from describing their coaching experience, expressing their opinions about Coach's services, or advising others about matters of public concern.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

12.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 12.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 12.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 12.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

13.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 13.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.