Coaching Service Agreement

 Between “us” or “we,” RightMind, Inc., and “you,” Client Name

You are hiring RightMind, Inc., located at 28364 S. Western Avenue, Suite 318, Rancho Palos Verdes, California 90275, to perform consulting and coaching services for the total price outlined on the checkout page.

1.0           SERVICES RENDERED

1.1 Strategic Consulting

As outlined on the previous page, we will provide consulting services for you. Services may include sales and marketing assistance, hiring and recruiting help, leadership training, or other services outlined in written communication.  

1.2 Changes and Revisions

We know from experience that fixed-price agreements rarely benefit you, as they often limit you to your earliest ideas.  We do not want to limit your ability to change your mind or make decisions later when you might be better informed.  The price at the beginning of this agreement is based on the length of time we estimated we would need to accomplish everything you have told us you want to achieve, but we are happy to be flexible.  If you want to change your mind or add anything new, that will not be a problem as we will provide a separate estimate to cover the additional work.  If the additional work is approved, we will add it to this contract as an amendment.

1.3 Errors

We cannot guarantee that our work will be error-free (we’re human!), so we cannot be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if you have advised us of them.

2.0   MUTUAL COOPERATION

We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your brand and to cooperate with us in expediting the work.

3.0     CHARGES FOR SERVICES PERFORMED

Requests above and beyond our monthly budget may be considered out-of-scope and an amendment to the budget will be recommended. Mutual agreement on any additions in writing is necessary before we move forward. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of RightMind, Inc.

4.0     TERMS OF PAYMENT

4.1 Billing Schedule

We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We are also sure you will want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.

The total budget is listed on the budget page.

RightMind, Inc. will invoice you for the full amount of the first month's fees at the point of this signed contract agreement. From that point forward, we will invoice on the first of each month. Payment in full is required within 7 days of receipt of the invoice. Payment may be made via check, wire, ACH, or credit card.

4.2 Client Agreement to Pay

You agree to pay our initial (1st) invoice upon receipt. Payment may be made via check, wire, ACH, or credit card. You further agree to have on file with RightMind, Inc., a valid credit card number. Every invoice after the initial invoice will have a 7-day payment term. In the event payment is not made within 7 days, RightMind, Inc. will charge the total due to the credit card on file. If RightMind, Inc. is not able to charge in full the total due, RightMind, Inc. will charge a late payment fee of 10% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs RightMind, Inc. pays for carrying overdue invoices from you. In addition, RightMind, Inc. reserves the right to stop work until payment is received.

4.3  Collection Costs

In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest at a rate of 10% per month on the unpaid balance, you agree to reimburse us for these expenses.

5.0     CANCELLATION OF PLANS

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party. 

You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions and which relate to non-cancelable commitments and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.

6.0     RESPONSIBILITIES OF RIGHTMIND, INC. AND YOU

6.1  RightMind, Inc.’s Responsibility for Releases

We agree to provide the aforementioned services within the scope of this retainer. Should additional services be necessary that is out of scope, an addendum to this agreement will be written.

6.2  Client Name Responsibility for Releases

You guarantee that all elements of text, images, or other artwork you provide are either owned by you, or that you have permission to use them.

Then when your final payment has cleared, copyright will be automatically assigned as follows: 

You will own the visual elements that we create for this project. We will give you source files and finished files and you should keep them somewhere safe as we are not required to keep a copy. You own all elements of text, images, and data you provided unless someone else owns them.

We will own the unique combination of these elements that constitutes a complete design, and we will license that to you, exclusively and in perpetuity for this project only unless we agree otherwise. We can provide a separate estimate for that. 

6.3  Client Responsibility for Accuracy

You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.

7.0     CONFIDENTIALITY

RightMind, Inc. acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by RightMind, Inc. on behalf of You or disclosed by You to RightMind Inc.

8.0     TERM AND TERMINATION

8.1  Period of Agreement and Notice of Termination

This Agreement shall become effective as of the date of initial payment and shall be on a month-month basis; however, we request that you commit to a three-month term. Either party may terminate the agreement with 30 days' written notice given by either party to the other.

8.2 Termination for Cause

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default are not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within the said period of time unless the defaulting party commences cure within the said period of time and diligently proceeds to cure the default.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction if the other party makes an assignment for the benefit of creditors, if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

8.3 Payment for Non-Cancelable Materials

Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account (either specifically or as part of a plan such as modules, photography, and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon your request, that any such materials and services, are non-cancelable. 

8.4 Materials Unpaid For

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full, you agree not to use any such materials, in whole or in part, or the product of such services.

 8.5 Transfer of Materials

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Client to RightMind, Inc., RightMind, Inc. shall transfer, assign and make available to Client all property and materials in its possession or control belonging to Client. Client agrees to pay for all costs associated with the transfer of materials.

9.0     GENERAL PROVISIONS 

9.1  Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of California. 

9.2 Representations

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party. 

9.3 Entire Agreement

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

This Agreement represents the parties' entire Agreement regarding any and all Services to be provided by RightMind, Inc. Only owner(s) of RightMind, Inc. may amend this Agreement or add any provision to or delete any provision from this Agreement. Clients or other agents of Rightmind, Inc. may not add or delete any provision from this Agreement, and any such amendment, addition or deletion is void. The Client may, upon written notice to RightMind, Inc., terminate this Agreement at any time with 30 days' notice. RightMind, Inc. may terminate this Agreement at its discretion upon written notice to the Client. This Agreement will be governed by and interpreted according to the laws of the State of California. 

9.4 Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.