COACHING/MASTERMIND AGREEMENT

This Coaching & Mastermind Agreement (“Agreement”) is entered into by and between: 

Julie C Butler

282 Montmorency Way, Orleans, ON K4A 0J5 

info@juliecbutler.com

613-862-0877

and client within each coaching package (1 month, 3 months, and 6 months.)

Coach and Client are collectively referred to as the “Parties.”

RECITALS:

WHEREAS, Client wishes to engage Coach to provide coaching services in order to maximize the Client’s personal, professional and/or business potential (the “Services”), as set forth more fully below;
WHEREAS, Coach has the skills, qualifications, and expertise required to provide the Services to the Client;
WHEREAS, Coach wishes to render such Services to Client.
NOW, THEREFORE, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties hereby agree as follows:

ENGAGEMENT
During the Term of this Agreement (the “Term’), as defined below, the Client hereby agrees to engage the Coach for the limited purpose of performing the Services and to compensate the Coach for the rendering of Services. During the Term, the Coach hereby agrees to be engaged for the limited purpose of rendering the Services to the Client.

SCOPE
The purpose of this Agreement is to develop a coaching relationship between the Coach and the Client, whereby the Coach assists the Client in meeting the Client’s potential and achieving the Client’s goals and objectives within the personal, professional or business areas the coaching relationship is intended to focus on.
Coach and Client hereby acknowledge and agree as follows:
a.) Client is solely and exclusively responsible for the choices and decision that Client may make with regard to the Coach’s recommendations, input and suggestions, as well as the manner Client may decide to incorporate and implement such recommendations, input and suggestions.
b.) Client is solely and exclusively responsible for Client’s own mental health, physical health, business decisions, and any other actions or inaction Client chooses to take;
c.) Coach shall not be liable for any result or non-result or any consequences which may stem from the coaching relationship;
d) Coach agrees to maintain the ethics and standards of behavior established by the International Coach Federation (the “IFC”), an internationally recognized standard for coaching.
e) Coaching relationship does not constitute a relationship protected by legal confidentiality and communication between Coach and Client is not subject to any legal confidentiality requirement or privilege. As such, Coach may be required to disclose or divulge otherwise confidential information to authorities subject to a legal requirement, such as a court order, subpoena, or law enforcement inquiry.

CANCELLATION POLICY (if applicable)
The Parties acknowledge that each Party may, from time to time, need to cancel or reschedule any of the coaching sessions. In the event Coach may need to cancel or reschedule, Coach agrees to become available to Client at the soonest possible opportunity within 5 working days. In the event Client may need to cancel or reschedule, Client agrees to notify Coach no less than 24 hours prior to the scheduled coaching session. 

COMPENSATION

Client shall pay to Coach a monthly fee that is chosen on the checkout page or as agreed with coach (unless paid in full at sign-up).

Coach acknowledges and agrees that payment as provided in this Section shall constitute full and final compensation for all Services and rights granted under this Agreement.

All payments under this Agreement are non-refundable. Client shall not be entitled to a refund for any reason, including but not limited to termination of this Agreement. Payment under this Agreement reserves Coach’s time and prevents someone else from benefiting from Coach’s services; as such, all funds paid shall be considered compensation for services rendered are not refundable. 

*See below for more information regarding refund. 

Force Majeure. Coach shall not be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, inclement weather, accident, earthquakes, governmental order, pandemic or epidemic, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes.  

TERM
The Term of this Agreement shall begin on the Effective Date and shall end upon the performance of the Services and fulfillment of the terms, and upon payment of compensation by the Client (the “Termination Date’).

CONFIDENTIALITY
For the purposes of this Agreement, Confidential Information means any information relating which is provided or made available to Coach including but not limited to any information relating to the Client’s customers, suppliers, employees, officers, methods, products, services, databases, marketing, know-how, technical data, intellectual property, plans, finances or trade secrets in in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable. Confidential Information does not include (i) information which is in the public domain unless it is as a result of a breach of this agreement by Coach (ii) information which was lawfully available to Coach with no confidentiality restrictions prior to entering into this Agreement (iii) information which has been rightfully received by Coach from a third party who is authorized or has the right to disclose it.
The Parties acknowledges and agrees that Confidential Information may be exchanged between parties during the Term of this Agreement. The Parties must maintain the secrecy of Confidential Information and treat all Confidential Information as private and confidential.
The Parties acknowledges and agrees that Confidential Information that Client shares with Coach during the Term of this Agreement is not subject to any legal confidentiality requirement or privilege.
The Parties acknowledges and agrees that Confidential Information that Client shares with Coach during the Term of this Agreement is bound by the principles of confidentiality set forth in the ICF Code of Ethics.
Coach shall not disclose Client’s name or any of Client’s information without Client’s consent, unless subject to a legal requirement, such as a court order, subpoena, or law enforcement inquiry.
Coach shall use Confidential Information solely in the performance of the obligations under the terms of this Agreement. Coach will not disclose the Confidential Information without the prior written consent of the Client except where required by law or regulation. Coach shall indemnify Client against all losses, costs, expenses and other liabilities which may be suffered or incurred by Client in connection to or arising out of any breach by Coach.
The Coach acknowledges that: (i) the Coach’s compliance with this Agreement is necessary to preserve and protect the proprietary rights, Confidential Information and the goodwill of the Client as going concerns; (ii) any failure by the Client to comply with the provisions of this Agreement shall result in irreparable and continuing injury for which there will be no adequate remedy at law; and (iii) in the event that the Coach should fail to comply with the terms and conditions of this Agreement, the Client shall be entitled, in addition to such other relief as may be proper, to all types of equitable relief as may be necessary to cause the Coach to comply with this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property, including but not limited to inventions, trade secrets, patents, trademarks, work-product, confidential and/or proprietary information, solely invented, created, conceived or developed by each Party, respectively, shall be the sole and exclusive property of the original Party owner. Nothing contained in this Agreement should be constructed as granting any rights in, or license to use and exploit the rights of, the intellectual property of each Party.
All intellectual property invented, created, conceived or developed in the performance of this Agreement shall be owned by the Party who or whose employees make or generate the intellectual property. Intellectual property jointly developed by the Parties in the context of the performance of this Agreement shall be jointly owned (the “Joint IP”). Each Party shall have the right to use such Joint IP, provided that neither Party shall grant any exclusive rights to, or otherwise dispose of its portion of the Joint IP, without the prior written consent of the other Party other than an assignment or transfer in connection with a merger of such Party or a sale of all or substantially all of its assets or shares.

DISPLAY RIGHTS AND PORTFOLIO USE
Coach shall retain the display rights in the Services provided to Client in the performance of this Agreement including but not limited to his or her website, promotional materials, portfolio, social media channels, competitions, galleries, festivals, shows, exhibitions, displays in Coach’s premises, if applicable, but may not use Client’s name, likeness, or other identifying details without express written consent from the Client.

WARRANTIES
Coach represents and warrants that Coach has the knowledge, skills, and experience necessary to provide the Services.

LIMITATION OF LIABILITY
Coach makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Services negotiated, agreed upon and rendered. Coach’s liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to the fees actually paid by the Client to the Coach under this Agreement for all coaching services rendered through and including the termination date. Client agrees that the Coach is not liable or responsible for any actions or inactions, or for any direct or indirect result of any services provided by the Coach.

INDEMNIFICATION
Each Party shall defend and indemnify and hold the other Party harmless (including its officers, directors, employees and agents) from and against any and all legal claims and demands, including reasonable attorney’s fees, court costs and other legal expenses, which may arise from or relate to (i) the negligent, grossly negligent, or intentional act or omission of each Party or its directors, officers, employees, agents or contractors; (ii) failure to perform any of its obligations under this Agreement; (iii) any act or omission in connection with the Services; and (iv) any use of the each Party’s intellectual property.

ENTIRE AGREEMENT; MODIFICATION
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and specifically incorporates, supersedes and replaces all prior or contemporaneous oral and written agreements relating to the subject matter hereof.
No portion or provision of this Agreement may be changed, modified, amended, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing, or in any manner other than upon written notice. However, such modification is subject to acceptance by the non-modifying Party. If the non-modifying Party does not agree to the updated terms, that Party may terminate this Agreement.

COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the Parties thereof in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
If any legal proceeding or other legal action relating to this Agreement is brought or otherwise initiated, the venue therefore will be in Ontario, Canada, which will be deemed to be a convenient forum. Each of the Parties hereby expressly and irrevocably consents and submits to the jurisdiction of the courts in Ontario, Canada.

ARBITRATION
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Ottawa, Canada. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Ottawa, Canada. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

ASSIGNMENT
Neither this Agreement nor any of the rights, interests or obligations granted hereunder shall be assigned, sold, leased or otherwise transferred in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SEVERABILITY
Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such condition, the remainder of this Agreement shall continue in full force and shall be enforced to the maximum extent possible.

NO WAIVER
The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

FORCE MAJEURE
Neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, but not limited to, acts of God, acts of war or terrorism, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.

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REFUNDS

At Julie C Butler, we strive to deliver high-quality services and ensure client satisfaction. Due to the nature of our services, we have implemented a strict no refund policy. Please carefully read and understand our policy before engaging in any service with us.

Once mastermind and or coaching services have been rendered, there are absolutely no refunds. We firmly believe in the value and effectiveness of our mastermind and or coaching, and the results achieved depend on your commitment, openness to being coached, and willingness to put in the necessary effort and work.

While we cannot guarantee specific results in a mastermind and or coaching relationship, we are dedicated to supporting you throughout the process and providing valuable guidance. We strive to deliver the agreed-upon services and assist you in your business one growth journey.

We are committed to your satisfaction, and if there are any issues or concerns during the provision of our services, we encourage you to bring them to our attention. Our team will make every effort to address and resolve any valid concerns promptly.

Thank you for choosing Julie C Butler for your service needs. We appreciate your understanding and cooperation regarding our no refund policy. If you have any questions or require further clarification, please do not hesitate to contact our customer support team at info@juliecbutler.com.

Last Updated: This was last updated on October 21th, 2024.