Coaching Subcontract Agreement

COACHING SUBCONTRACT AGREEMENT

Parties

Recitals

WHEREAS, Prime Contractor: engages in the business of providing coaching services to its clients and desires to engage Subcontractor to perform coaching services on Prime Contractor's behalf; and

WHEREAS, Subcontractor affirms that Subcontractor possesses the necessary qualifications, licenses, experience, and insurance to perform the coaching services described herein, and is willing to perform such services as an independent contractor subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Subcontractor shall provide coaching services, deliverables, and any ancillary services as set forth below. Subcontractor agrees to perform services in a professional manner consistent with industry standards and to comply with Prime Contractor's reasonable client policies so long as they do not conflict with this Agreement.

Payment Terms

As compensation for Services performed under this Agreement, Prime Contractor shall pay Subcontractor as follows:

Prime Contractor shall pay undisputed invoices within the invoice terms set forth above. Subcontractor shall submit timely, itemized invoices referencing client and project identifiers. Except as required by applicable law, Prime Contractor will not withhold taxes on behalf of Subcontractor; Subcontractor is responsible for all federal, state, and local taxes arising from payment.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no less than days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Subcontractor shall deliver to Prime Contractor all work in progress and completed deliverables and shall be entitled to payment for undisputed services performed through the effective date of termination, subject to Prime Contractor's right to set off for incomplete or deficient work.

Confidentiality

"Confidential Information" means all non-public information disclosed by Prime Contractor or its clients to Subcontractor in connection with the services, including client lists, coaching materials, session notes, pricing, business processes, and any information marked or communicated as confidential. Subcontractor shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party without Prime Contractor's prior written consent except as required by law.

The obligations under this Section shall survive termination of this Agreement for a period of years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Independent Contractor; Insurance

Subcontractor is an independent contractor and not an employee, partner, or agent of Prime Contractor. Subcontractor retains control over the means and manner of providing the services and is responsible for providing all equipment and tools necessary to perform the services. Subcontractor shall maintain at its expense all insurance required by applicable law and commercially reasonable professional liability and general liability insurance and shall provide certificates of insurance upon request.

Indemnification

Subcontractor shall indemnify, defend and hold harmless Prime Contractor and its officers, directors, agents and clients from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Subcontractor's negligent acts, omissions, willful misconduct, or breach of this Agreement.

Non-Solicitation

During the Term and for a period of months following termination, Subcontractor shall not directly solicit or accept business from Prime Contractor clients introduced to Subcontractor by Prime Contractor without Prime Contractor's prior written consent.

Representations; Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution, delivery and performance of this Agreement will not violate any other agreement to which it is a party or any applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any disputes arising under this Agreement shall be resolved exclusively in the state and federal courts located within that State, and each party consents to the personal jurisdiction of such courts.

Entire Agreement; Amendments

This Agreement, including any attachments or addenda signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Subcontractor may not assign or subcontract any rights or obligations under this Agreement without Prime Contractor's prior written consent. Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided above. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Acknowledgment

Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for whom they sign.

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