Coaching Contract Template

Independent Contractor Status. Consultant / Provider Name is an independent contractor and not an employee, agent, partner, joint venturer, or representative of Client Name for any purpose. Nothing in this Agreement creates an employment relationship, and neither party has authority to bind the other to any obligation. Consultant / Provider Name is not entitled to, and hereby waives any claim to, employee benefits, workers' compensation, unemployment insurance, paid leave, or any other benefit or protection available to Client Name's employees. Consultant / Provider Name retains sole responsibility for all federal, state, and local taxes, including self-employment tax, arising from compensation received under this Agreement, and shall indemnify and hold Client Name harmless from any claim, assessment, or liability arising from Consultant / Provider Name's failure to pay such taxes.

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.

Acceptance of Deliverables. This section applies to all deliverables identified as subject to acceptance in the applicable Statement of Work ("SOW"). (a) Delivery and Acceptance Window. Upon Your name / business name's delivery of a deliverable, Client shall have 14 business days (the "Rejection Period") to review the deliverable against the acceptance criteria set forth in the SOW and either: (i) provide written notice of acceptance; or (ii) provide written notice of rejection specifying in reasonable detail each deficiency and the specific acceptance criterion the deliverable failed to meet. (b) Deemed Acceptance. If Client does not provide written notice of acceptance or rejection within the Rejection Period, the deliverable shall be deemed accepted as of the last day of the Rejection Period. (c) Revision Rounds. If Client timely rejects a deliverable, Your name / business name shall correct the identified deficiencies and redeliver the deliverable within 12 months business days. Upon redelivery, a new Rejection Period shall commence. Client is entitled to 2 revision rounds per deliverable (i.e., 2 opportunities to reject and request corrections). If a deliverable is rejected 2 times and the deficiencies are not cured after the final revision, Client may, at Client's option: (i) accept the deliverable with a pro-rata reduction in fees commensurate with the unmet acceptance criteria; or (ii) terminate this Agreement (or the applicable SOW) for cause and receive a refund of fees paid for the non-conforming deliverable. (d) Scope of Revisions. Revisions must be based on the original acceptance criteria set forth in the SOW. Client may not change the acceptance criteria, scope, or specifications during the revision process. Requests that constitute a change in scope require a written Change Order in accordance with the Change Order provision of this Agreement. (e) Final Acceptance. Once a deliverable is accepted (or deemed accepted), Client may not thereafter reject the deliverable or request additional revisions, except for latent defects discovered after acceptance that could not have been discovered through reasonable inspection during the Rejection Period.

Change Orders. Any modification to the scope, deliverables, timeline, or fees set forth in an applicable Statement of Work ("SOW") requires a written change order signed by authorized representatives of both parties ("Change Order"). No oral agreement, course of conduct, or continued performance of any task outside the SOW shall constitute a modification to the SOW or this Agreement. (a) Change Order Contents. A Change Order shall describe: (i) the requested change to scope, deliverables, or timeline; (ii) any adjustment to fees or payment schedule, calculated in accordance with subsection (b) below; and (iii) any adjustment to milestones or the project timeline. A Change Order becomes binding only upon countersignature by both parties. (b) Change Order Pricing. Unless otherwise specified in a Change Order, fees for change-order work shall be calculated as follows: (i) for time-and-materials work, at Your name / business name's standard hourly rate of Consultant's standard hourly rate, which is the same hourly rate applicable to the original SOW (or, if the original SOW was fixed-fee, the hourly rate implied by the fixed fee divided by estimated hours); or (ii) for fixed-fee change orders, as mutually agreed by the parties in writing in the Change Order. Your name / business name shall provide a written estimate of hours or fixed fee for the proposed change-order work before Client approves the Change Order. (c) Out-of-Scope Work Performed at Client Request. If Your name / business name performs work outside the scope of the SOW at Client's verbal or written request, and the parties have not executed a written Change Order, the work shall be deemed unauthorized and Your name / business name shall not be entitled to additional compensation unless: (i) Client's authorized representative expressly requested the work in writing (email sufficient); (ii) Your name / business name promptly notified Client in writing (within two (2) business days) that the requested work is outside the SOW and would require a Change Order and additional fees; and (iii) Client confirmed in writing that Your name / business name should proceed with the out-of-scope work pending execution of a Change Order. If these conditions are met, Your name / business name shall be entitled to compensation for the out-of-scope work at the hourly rate specified in subsection (b), and the parties shall execute a Change Order confirming the work performed and fees due. (d) No Obligation to Perform Out-of-Scope Work. Your name / business name is not obligated to perform any work outside the scope of the SOW, even if requested by Client, unless and until a Change Order is executed. Your name / business name may decline any change request that would materially alter the nature of the engagement, conflict with Your name / business name's other commitments, or require skills or resources not contemplated by the original SOW.

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.

No Professional Advice; No Fiduciary Relationship. (a) Nature of Services. The services provided under this Agreement are consulting services only. Nothing in this Agreement, and nothing in Consultant's written or oral communications with Client, shall constitute or be construed as legal, tax, accounting, financial, investment, securities, medical, psychological, or other licensed professional advice. Consultant is not a fiduciary of Client. No fiduciary relationship, agency relationship, or partnership is created by this Agreement, and Client acknowledges that Consultant has made no representation to the contrary. (b) Reliance on Client-Furnished Information. Consultant's recommendations, analyses, deliverables, and work product are based in material part on information, data, representations, and assumptions furnished by Client or Client's personnel ("Client Information"). Consultant is entitled to rely on Client Information without independent audit, verification, or investigation. Consultant is not responsible for the accuracy, completeness, or timeliness of Client Information, and Consultant shall have no liability for any loss, damage, or adverse outcome arising from inaccurate, incomplete, or misleading Client Information. (c) No Outcome Guarantee. Consultant makes no representation, warranty, or guarantee that the services will result in any particular business outcome, including without limitation increased revenue, cost savings, regulatory compliance, successful business combination, or other result. Client acknowledges that business results depend on factors outside Consultant's control and that Consultant's engagement is for the performance of defined services, not the guarantee of any outcome. (d) Sole Responsibility for Business Decisions. Client retains sole and exclusive responsibility for all business, legal, financial, and operational decisions made in connection with or following the engagement. Client shall consult licensed legal, tax, accounting, and other professional advisors as appropriate before acting on Consultant's recommendations.

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.

1. Initial Term. This Agreement commences on Effective Date ("Effective Date") and continues for an initial period of Initial Term Duration (e.g., one (1) year, six (6) months) ("Initial Term"), unless earlier terminated in accordance with the termination provisions of this Agreement. 2. Renewal. Upon expiration of the Initial Term, this Agreement will automatically renew for successive Renewal Period Duration (e.g., one-year, month) periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term. 3. Notice of Non-Renewal. Either Party may elect not to renew this Agreement for an additional Renewal Term by delivering written notice of non-renewal to the other Party in accordance with the Notices clause at least 30 days before expiration of the then-current term. Non-renewal is not a termination for cause and does not trigger any early termination fee or penalty. 4. Survival of Work-in-Progress. If this Agreement expires (by non-renewal or completion of a fixed term) while a Statement of Work or project is in progress, the parties will continue to perform their obligations under that Statement of Work in accordance with its terms until the project is completed or the SOW is terminated, whichever occurs first, unless the parties agree otherwise in writing. 5. Effect of Expiration. Upon expiration of this Agreement: (a) Provider will cease performing Services; (b) Client name / business name will pay all undisputed amounts due for Services performed through the expiration date; (c) clauses that by their nature are intended to survive expiration (including Confidentiality, Intellectual Property Ownership, Limitation of Liability, Indemnification, and Governing Law) will remain in effect.

1. Timely Information and Materials. Client name / business name will provide Provider with timely access to all information, documents, data, systems, personnel, and materials reasonably necessary for Provider to perform the Services, including: (a) background materials, strategic plans, and historical data identified in the applicable Statement of Work; (b) access to Client name / business name's personnel, systems, facilities, and third-party vendors as reasonably required; and (c) timely responses to Provider's requests for information and decisions. 2. Designated Contact and Decision Authority. Client name / business name will designate a primary contact ("Client Contact") who has authority to: (a) provide information and approvals on Client name / business name's behalf; (b) make decisions within agreed-upon timelines; and (c) coordinate access to other Client name / business name personnel and resources. The Client Contact as of the Effective Date is Client Primary Contact Name, Client Primary Contact Title, reachable at Client Primary Contact Email. 3. Decision Timelines. Client name / business name will respond to Provider's requests for decisions, approvals, and feedback within 5 business days, or within the timeline specified in the applicable Statement of Work. If Client name / business name does not respond within the required timeline, Provider may proceed based on Provider's reasonable professional judgment, and Client name / business name waives any claim that Provider should have awaited further instruction. 4. Accuracy of Client-Provided Information. Client name / business name represents that all information, data, and materials provided to Provider are, to Client name / business name's knowledge, accurate, complete, and not misleading. Provider is entitled to rely on Client-provided information without independent verification. Provider is not responsible for errors, delays, or deficiencies in the Services that result from inaccurate, incomplete, or untimely information provided by Client name / business name. 5. Cooperation in Good Faith. Client name / business name will cooperate with Provider in good faith and will not unreasonably withhold or delay decisions, approvals, or access to information or personnel. 6. Consequences of Non-Cooperation. If Client name / business name's failure to fulfill its obligations under this clause causes delay, additional work, or prevents Provider from performing the Services: (a) Provider will notify Client name / business name in writing of the delay or impediment and the required cooperation. (b) Any project timeline or deadline affected by the delay will be extended by a period equal to the delay, unless the parties agree otherwise in writing. (c) If the delay requires Provider to perform additional work or incur additional costs (e.g., re-planning, rework, extended project duration), Client name / business name will compensate Provider for the additional work at Provider's standard rates, documented in a Change Order. (d) If the delay persists for more than 10 days and materially impedes Provider's ability to perform, Provider may treat the delay as a material breach and terminate the affected Statement of Work or this Agreement in accordance with the Termination for Cause clause.

SECTION __. RECORDING CONSENT AND SESSION RECORDING POLICY. (a) All-Party Consent Requirement. The parties acknowledge that recording of telephone and video communications without the consent of all parties to the communication is a criminal offense in California (Cal. Penal Code § 632) and in at least eleven (11) other states that require all-party or all-participant consent, including Connecticut, Florida, Illinois, Massachusetts, Maryland, Michigan, Montana, New Hampshire, Oregon, Pennsylvania, and Washington. Civil liability for unauthorized recording under California law may reach $5,000 per violation plus attorney's fees (Cal. Penal Code § 637.2). (b) AI Notetaker and Automated Recording Tools. For purposes of this Agreement, "Recording" includes any audio or video capture, transcription, or automated notetaking by software or artificial intelligence tools, including but not limited to Otter.ai, Fireflies.ai, Fathom, Grain, Zoom's automated transcription, Microsoft Teams transcription and recording features, Google Meet recording, and any similar service that captures, transcribes, or retains a record of spoken communications. Use of any such tool requires advance written consent as set forth in subsection (c). (d) Advance Written Consent Required. Neither party may record (or use any AI notetaker or automated transcription tool during) any coaching session, telephone call, or video conference without obtaining the prior written consent of all parties to the communication. Consent must be obtained at least twenty-four (24) hours before the session or call. Oral consent or in-meeting "consent banners" do not satisfy this requirement in all-party consent jurisdictions. (e) Sharing Restrictions. If a party obtains written consent to record a session, the recording party may not share, transmit, distribute, or disclose the recording or any transcript to any third party (including but not limited to a virtual assistant, supervisor, business partner, or contractor) without obtaining separate written consent from all parties for such third-party disclosure. This restriction applies regardless of whether the third party is subject to a confidentiality agreement. (f) Default Rule: No Recording. Unless both parties have executed a separate written Recording Consent Form for a specific session or series of sessions, all sessions under this Agreement shall be conducted on a no-recording basis. Any recording made in violation of this policy shall be immediately destroyed and may not be used for any purpose. (g) Notice and Transparency. If Your name / business name ("Coach") intends to use any AI notetaker, automated transcription tool, or recording technology during sessions, Coach shall disclose this intent in writing at the time of contract execution and shall provide Client name / business name ("Client") with the opportunity to withhold consent without penalty or adverse consequence to the coaching relationship.

TECHNOLOGY REQUIREMENTS AND TECHNICAL SUPPORT LIMITS 1. Client Technology Requirements. Client name / business name is responsible for providing and maintaining, at Client name / business name's sole expense: (a) A reliable internet connection with sufficient bandwidth for video conferencing (minimum 25 Mbps recommended); (b) A compatible device (computer, tablet, or smartphone) with a working camera, microphone, and speakers or headset; (c) Up-to-date web browser or video conferencing software as specified by Your name / business name (currently Video Platform (e.g., Zoom, Google Meet)); and (d) Any necessary software licenses, subscriptions, or accounts required to access the Services. 2. No Technical Support Obligation. Your name / business name is not a technology support provider and has no obligation to: (a) Troubleshoot Client name / business name's internet, device, software, or account issues; (b) Provide alternative delivery methods if Client name / business name's technology fails; or (c) Train Client name / business name on the use of video conferencing platforms or learning management systems beyond basic orientation. 3. Technology-Related Session Time Loss. If a scheduled session cannot proceed or is interrupted due to technology failures on Client name / business name's end (including internet outages, device malfunctions, software issues, or user error), the following applies: (a) If the session cannot begin or must be terminated within the first 5 minutes due to Client name / business name's technology failure, Your name / business name will reschedule the session one time at no charge, subject to availability and the standard rescheduling policy in Section [attendance-session-makeup-policy]. (b) If the technology failure occurs after the first 5 minutes, the session is considered delivered, and the session credit or time is forfeited. (c) Client name / business name is responsible for testing technology prior to each session. Failure to test or resolve known issues does not entitle Client name / business name to a makeup session. 4. Provider Technology Failures. If a scheduled session cannot proceed or is interrupted due to technology failures on Your name / business name's end (including Your name / business name's internet, device, or software issues), Your name / business name will reschedule the session at no charge or, if rescheduling is not feasible, will provide a credit for one replacement session. 5. Platform Downtime. If a third-party platform used to deliver the Services (e.g., Zoom, Kajabi, Teachable) experiences an outage or service interruption, Your name / business name will make commercially reasonable efforts to provide alternative access or reschedule affected sessions. Platform downtime is not a breach of this Agreement and does not entitle Client name / business name to a refund unless the outage prevents access for more than 3 consecutive business days. 6. Recordings and Technology Access. If sessions are recorded (subject to consent), recordings are provided as a courtesy. Your name / business name is not liable for recording failures, corruption, or loss of access to recorded content due to technology failures or third-party platform terms changes.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

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.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

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.

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

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.

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

27.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 27.2 M&A Exception. Notwithstanding Section 27.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 27.3 Void Assignment. Any purported assignment in violation of this Section is void. 27.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

28.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 28.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 28.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 28.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

30.1 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. 30.2 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. 30.3 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. 30.4 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.

31.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 31.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 31.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

32.1 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. 32.2 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.

ICF ETHICAL STANDARDS REFERENCE AND CREDENTIAL DISCLOSURE (a) Professional Standards. Coach conducts all coaching engagements in accordance with the International Coaching Federation (ICF) Code of Ethics (2025 edition), available at coachingfederation.org. The ICF Code of Ethics establishes standards for professional conduct, client confidentiality, conflicts of interest, and professional boundaries, among other matters. Coach's obligation to comply with those standards is a material term of this Agreement. (b) Credentials. [Select applicable variant: Credentialed, Minimal Reference, or Non-Credentialed — see below.] (c) Ethics Complaints. If Client believes Coach has violated the ICF Code of Ethics, Client may file a complaint with the ICF Ethics Review Board in accordance with the ICF ethics review process. The availability of the ICF ethics process does not limit or replace Client's rights to pursue legal remedies under this Agreement or applicable law. (d) Relationship to Scope Disclaimer. This section must be read together with the Professional Scope Disclaimer in Section [X]. The ICF Code of Ethics provides the framework of standards Coach has committed to follow; the Professional Scope Disclaimer defines the boundaries of the services Coach provides. Both sections are material terms of this Agreement.

1. Professional Credentials. Provider represents that Provider holds the following professional credentials, certifications, or licenses relevant to the Services: Provider's Credentials, Certifications, or Licenses. Provider will maintain all required credentials in good standing throughout the term of this Agreement. 2. Compliance with Professional Standards. If Provider is subject to a professional code of ethics, scope-of-practice rules, or regulatory standards applicable to the Services (including without limitation the International Coaching Federation Code of Ethics, National Board for Health & Wellness Coaching Code of Ethics, state licensure requirements for counselors or therapists, or professional standards applicable to CPAs, attorneys, or other licensed professionals), Provider represents that Provider will perform the Services in compliance with those standards. 3. Scope of Practice. Provider will perform Services only within Provider's area of competence, training, and (if applicable) licensure. Provider will not: (a) provide services that constitute the unlicensed practice of medicine, psychology, mental health counseling, law, accounting, or any other licensed profession for which Provider does not hold the required license; (b) diagnose medical or mental health conditions, prescribe medication, or provide treatment for mental health disorders unless Provider is a licensed healthcare professional authorized to do so in the jurisdiction where Services are provided; (c) provide tax, legal, or investment advice unless Provider is licensed and authorized to provide such advice in the applicable jurisdiction; or (d) hold Provider out as possessing credentials, licenses, or expertise that Provider does not in fact possess. 4. Credential Verification. Upon Client name / business name's request, Provider will provide Client name / business name with proof of current credentials, licenses, professional liability insurance, or other qualifications referenced in this Agreement or in Provider's marketing materials. 5. Notice of Credential Loss or Discipline. Provider will notify Client name / business name in writing within 30 business days if: (a) any professional license or credential held by Provider is suspended, revoked, placed on probationary status, or subject to disciplinary action; (b) Provider becomes subject to an investigation or complaint by a licensing board, professional association, or regulatory authority related to Provider's professional conduct; or (c) Provider's professional liability insurance is cancelled or materially reduced. Client name / business name may terminate this Agreement immediately upon written notice if any such event occurs. 6. No Guarantee of Outcomes. Client name / business name acknowledges that professional services are provided on a reasonable-efforts basis and that Provider makes no guarantee of specific results, outcomes, rankings, revenue, or other quantifiable metrics unless expressly stated in a Statement of Work.