Terms of Service

Terms of service for coaching with Sharon Hughson 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 50-minute coaching calls to be carried out via Zoom or another video call service. Client agrees to show up within ten minutes of scheduled time using the link provided or be considered a no-show (that session will be considered “used” and cannot be rebooked).

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 not more than six months, renewable thereafter at the request of the Client.

4. Cancellation Policy. Any session can be cancelled and rescheduled without penalty at least 24 hours in advance of the commencement of said session. Client must use the link from the scheduling company to make said changes. Any unattended session that is not rescheduled within that time frame will be forfeited. No refunds will be issued.

5. 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.

6. 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.

7. 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.

8. 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.

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

10. 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.

11. Recording of Sessions. Client agrees to have sessions recorded for verification purposes only. Client is entitled to copies of these recordings and Coach will provide them within 48 hours of session, if the Client requests a copy.

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