Terms of Service

Terms of service for the MENTORING PROGRAM is set forth herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, Client and Consultant mutually agree as follows:

1. Coaching Services. Client hereby retains Sharon Hughson to render the following services to Client: one coaching call of sixty minutes in length for four consecutive weeks and one critique of a document of 5,000 words in length or less for each MONTH the Client continues to pay the mentorship fees.

The manner and means by which Coach chooses to complete the services are in Coach’s sole discretion and control. Coach’s obligations shall be conditioned upon receiving such information and cooperation from Client as may be reasonably necessary to perform the services.

2. Relationship of Parties. This Agreement shall not constitute an employer-employee relationship, and it is the intent of each party that Coach shall at all times be an independent contractor.

3. Term. The term of this Agreement shall commence on acceptance of these Terms and shall remain in effect for a period of a minimum of three months, renewable thereafter on a month-to-month basis at the request of the Client.

4. Disclosure of Information. Coach agrees that at no time (either during or subsequent to the term of this Agreement) will she disclose or use, except in pursuit of the business of Client or any of its subsidiaries or affiliates, any Proprietary and Confidential Information of Client, or any subsidiary or affiliate of Client, acquired during the term of this Agreement. The term “Proprietary and Confidential Information” shall mean, but is not limited to, all information which is known or intended to be known only to Client, its subsidiaries and affiliates, and their employees, including any document, record, financial or other information of Client, or others in a confidential relationship with Client, and further relates to specific business matters such as the Client’s financial information, identity of clients and patients, policies and procedures, fee structures, trade secrets, proprietary know-how, account information, and other information relating to other business of Client, its subsidiaries and affiliates, and their employees. Coach agrees to return or destroy, immediately upon termination of Consultant’s services hereunder, any and all documentation relating to Proprietary and Confidential Information of Client and of others that is in the possession of Coach, in whatever format it may be maintained, whether provided to, or developed by, Consultant. Notwithstanding the foregoing, the restrictions contained in this Section 5 shall not apply to any Proprietary and Confidential Information that (i) is a matter of public knowledge or prior personal knowledge (from a source other than a party to this Agreement or its affiliate), (ii) is independently developed by a person not a party to this Agreement without the use, directly or indirectly, of Proprietary and Confidential Information, or (iii) is required by law or the order of any court or governmental agency, or in any litigation or similar proceeding to be disclosed; provided that the disclosing party shall, prior to making any such required disclosure, notify the other party with sufficient notice to permit that party to seek an appropriate protective order.

5. Proprietary and Confidential Information of Others. Coach acknowledges that Client does business with clients that supply Client with information of a confidential nature, and that Client has contractual obligations to preserve the confidential nature of such information. Coach agrees to treat any information received from clients of Client as confidential, as if it were the Proprietary and Confidential Information of Client.

6. Termination. Either party may terminate this Agreement, with or without cause, upon ten (10) days’ advance written notice to the other, unless otherwise mutually agreed upon. If Client terminates before the end of the initial three-month commitment, any fees paid to Coach for that term will NOT be refunded.

7. Indemnification of Coach. Client shall indemnify, defend and hold Coach harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel’s fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Coach incurs as a result of having performed services on behalf of Client.

8. Amendments. This Agreement may be amended only in a writing signed by both parties.

9. Independent Consultant; No Agency. The parties agree that at all times during the term of this Agreement, Coach shall continue to be an independent contractor, and is not authorized as, nor shall be deemed to be an employee, agent, partner, joint venturer, or representative of Client. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Coach or any employee or agent of Coach. Coach shall retain the right to perform services for others during the term of this Agreement.

10. Miscellaneous. No waiver by Client of any breach of this Agreement by Coach shall be considered to be a waiver of any other breach. Should any litigation be commenced between Client and Coach relating to any such breach, the prevailing party shall be entitled, in addition to such other relief as may be granted, reasonable costs and attorney’s fees relating to such litigation. If any term or provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. This Agreement shall be governed by the laws of the State of Oregon. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof.

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