This Agreement for Consulting Services (hereinafter, “Agreement”) is made by and between Lindsey Nickel Consulting, LLC located at 1147 1st Street, Napa CA 94559 (hereinafter, “Consultant”), and person signing up for coaching via Calendly located at (hereinafter, “Client”).
1. SERVICES TO BE PERFORMED
Consultant agrees to perform one hour of consulting (hereinafter, “Services”).
2. COMPENSATION AND REIMBURSEMENT
$199 for one hour paid via credit card
2.1 Compensation Schedule
In consideration for the Services to be performed by Consultant, Client agrees to pay Consultant a fee of $199 (hereinafter, “Consultant’s Fee”) as follows:
An initial non-refundable payment of $199 will be made upon signing up for session.
If Client fails to make payments to Consultant, Services will be discontinued, without liability on Planner’s part, until the outstanding amounts are received.
Consulting services must be used by client within three months after Consultant receives payment.
2.2 Late Fees
A monthly service charge of 1.5% (or the greatest amount allowed by state law) is payable on all overdue balances. Payment will be credited first to late payment charges and next to the unpaid balance. Client is responsible for all collection or legal fees incurred by lateness or default in payment. Consultant reserves the right to discontinue Services or withhold delivery of work if accounts are not current or overdue invoices are not paid in full.
Client will reimburse Consultant for pre-approved, reasonable and necessary expenses including but not limited to: shipping, postage, printing. Consultant will not incur other expenses without prior written permission from Client. Consultant will submit to Client an itemized invoice of Consultant’s expenses and documentation supporting all such expenses. Client will pay Consultant within seven (7) business days after receipt of each invoice. Upon termination of the Agreement, all outstanding invoices for reimbursements of expenses will be due immediately.
2.4 Form of Payment
All payments for fees and reimbursements of expenses must be made in the form of credit card payable to Lindsey Nickel Consulting,
3. CLIENT’S RESPONSIBILITIES
Client is responsible for:
Making timely decisions and providing information requested by Consultant in order to perform Services.
Making timely payments of Consultant’s Fees and reimbursement of expenses to Consultant.
4. RELATIONSHIP OF THE PARTIES
4.1 Independent Contractor
It is expressly agreed that the Consultant is acting as an independent contractor and not as Client’s employee. The Consultant and Client acknowledge this Agreement does not create a partnership or joint venture between them. Consultant will not enter into any contracts on behalf of Client.
Consultant understands that Client will not obtain worker’s compensation insurance, make state or federal unemployment compensation payments, or provide any insurance coverage of any kind for the benefit of Consultant or Consultant’s Personnel.
4.2 Consultant’s Personnel
Consultant may hire, engage and/or use employees, third-party consultants or other service providers as independent contractors in connection with performing the Services (hereinafter, “Consultant’s Personnel”). Consultant is responsible for training, directing the work, and compensating Consultant’s Personnel. Consultant’s Personnel are not Client’s employees and Client assumes no responsibility for hiring, training, or compensating them. Consultant is fully responsible for ensuring Consultant’s Personnel comply with the terms and conditions of this Agreement.
Consultant is responsible for all taxes arising from compensation and other amounts paid under this Agreement, and is responsible for all payroll taxes and fringe benefits of Consultant’s Personnel, if any. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Client on behalf of Consultant or Consultant’s Personnel. Consultant shall, when requested by the Client, properly document to the Client that any and all federal and state taxes have been paid.
4.4 Fringe Benefits
Consultant understands that neither Consultant nor Consultant’s Personnel are eligible to participate in Client’s employee pension, health, vacation pay, sick pay or other fringe benefit plan.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and material of the other party (hereinafter, “Confidential Information.”) Each party, its agents, personnel and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement or may be required by a court or governmental authority. A party will not be restricted in using Confidential Information that is publicly available, becomes publicly known through no fault of the receiving party, or is otherwise received from a third party without an obligation of confidentiality.
Upon termination of this Agreement, the receiving party will return the Confidential Information and materials to the disclosing party.
6. CONSULTANT’S MATERIALS
Client understands that Consultant has developed certain tools, routines, techniques, programs, data and materials prior to the commencement of this Agreement, which include but are not limited to: worksheets, spreadsheets and checklists (hereinafter, “Consultant’s Materials). Consultant may rely upon, utilize, and include Consultant’s Materials in the Services performed under this Agreement. Consultant retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights in Consultant’s Materials. Consultant assigns Client a nonexclusive license in Consultant’s Materials.
7. INTELLECTUAL PROPERTY
During the course of performing the Services, Consultant, Consultant’s Personnel, or other representatives may, independently or in conjunction with Client, develop information, materials, results, systems, and programs (hereinafter, collectively referred to as “Work Product”).
Consultant retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights in Work Product. Consultant assigns Client a nonexclusive license in the Work Product.
8. TERM OF AGREEMENT
This Agreement will become effective on the date both parties sign the Agreement and Consultant receives the initial non-refundable payment from Client.
This Agreement will terminate on the earliest of:
a. The date the Consultant completes the Services required by this Agreement, but no later than three months from
b. The date a party terminates the Agreement as provided below.
9. TERMINATING THE AGREEMENT
Either party, without cause, may terminate this Agreement by delivering one (1) day(s) written notice to the other party.
In addition to any other obligations set forth in this Agreement, upon termination of this Agreement, Consultant shall be compensated for Services performed through the date of termination and shall be reimbursed for expenses incurred to date. Any nonrefundable payments will not be returned to Client. Furthermore, the receiving party will return all Confidential Information to the disclosing party.
10. LIMITATION OF LIABILITY
In recognition of the relative risks and benefits of this agreement to both the Client and the Consultant, the risks have been allocated such that the parties agree to limit the liability of either PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES TO THE AMOUNT OF Consultant’s TOTAL FEES UNDER THIS AGREEMENT. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
however, each party will reMAin liable for bodily injury or personal proPERty damage resulting from grossly negligent or willful actions of the parties.
11. Representations and Warranties.
Consultant warrants that:
a. Authority. Consultant has the full right to allow it to provide the Client with the assignments and rights provided for herein.
b. Performance. The Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others.
c. Business Permits, Certificates, and Licenses: Consultant has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement.
d. Original. All work under this Agreement shall be Consultant's original work and none of the Services, intellectual property, or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity.
12. DISPUTE RESOLUTION
12.1 If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Napa County, California. Any costs and fees other than attorney fees associated with the mediation will be shared equally by the parties. If the dispute is not resolved within 14 days after it is referred to the mediator, any party may take the matter to arbitration as identified in Paragraph 12.2
12.2 If the matter cannot be resolved by mediation as outlined in paragraph 12.1, then it shall be settled exclusively by submitting to a mutually agreed-upon arbitrator in Napa, County. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given (a) by delivery in person, (b) by a nationally recognized next day courier service, or (c) by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be effective upon (a) the receipt by the party to which notice is given, or (b) on the third day following mailing, whichever occurs first. Notice may also be given electronic mail. Such notices shall be effective upon receipt of a written acknowledgement by the party to which notice is given.
14. ENTIRE AGREEMENT
This Agreement (including attachments) contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended if the amendment is made in writing and is signed by all parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
The headings contained in this Agreement are strictly for convenience, and shall not be used to construe meaning or intent.
The failure of any Party to require strict compliance with the performance of any obligations and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.
19. FORCE MAJEURE
A party shall not be liable for any failure of or delay in the performance of this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. Upon occurrence of any force majeure event, the party relying upon this provision shall give written notice to the other party of its inability to perform or of delay in completing its obligations.
20. APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of California, and any disputes arising from it must be handled exclusively in the federal and state courts located in County of Napa, California.
21. ASSIGNABILITY AND PARTIES OF INTEREST
No Party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party. Nothing in this Agreement, express or implied, will confer upon any person or entity not a party to this Agreement, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Agreement, except as expressly provided in this Agreement.