BUSINESS (PODCASTING) COACHING AGREEMENT
RURAL PODCASTING CO (Consultation)
BACKGROUND
(A) The Coach is engaged in the business of providing business coaching services (specifically relating to podcasting).
OPERATIVE CLAUSES
Services
The Coach agrees to provide podcasting coaching services to the Client, which may include, but are not limited to, the following areas of focus: areas the coaching focuses on (Services). The Coach shall provide the Services using appropriate tools, techniques, and methods at their discretion, and within the limits of their professional competence.
2. Term and termination
a) This Agreement shall commence upon booking the consultation and will continue until terminated by either of the Parties.
b) Either Party may terminate this Agreement at any time upon 3 days written notice to the other Party. In the event of termination, the Client shall be responsible for payment of any outstanding fees for Services provided up to the date of termination.
3. Session structure
The business coaching sessions (Sessions) shall be conducted in accordance with the following structure:
3.1. Frequency
The Session will occur once.
3.2. Duration
Each Session shall last for approximately 90 minutes.
3.3. Location
The Session shall take place online.
4. Fees and payment terms
a) The Client shall pay the Coach a once-off fee of $347+ GST. The Fee is exclusive of any additional charges or expenses, such as travel costs, which shall be separately invoiced and payable by the Client.
b) Payment shall be made by the Client to the Coach within payment term business days of the Coach providing an invoice to the client. Late payments may be subject to a late fee.
5. Confidentiality
Both Parties agree to keep any and all information shared between them during the course of the coaching relationship strictly confidential, except as required by law or as otherwise agreed in writing.
6. Intellectual property
The Coach retains all ownership rights to any materials, tools, or techniques provided to the Client during the course of the coaching relationship. The Client is granted a non-exclusive, non-transferable license to use such materials solely for their personal benefit and in accordance with the terms of this Agreement.
7. Liability and indemnification
The Coach shall not be liable for any claims, damages, or losses arising out of or in connection with the Services provided under this Agreement, except to the extent such claims, damages, or losses are caused by the Coach's gross negligence or willful misconduct. The Client shall indemnify, defend, and hold harmless the Coach from any and all claims, damages, or losses arising out of the Client's actions or omissions in connection with this Agreement.
8. Dispute resolution
a) If a dispute arises out of or relates to the terms of this Agreement, neither Party may commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
b) A Party to this Agreement claiming a dispute (Dispute) has arisen under the terms of this Agreement, must give written notice to the other Party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (Dispute Notice).
c) On receipt of the Dispute Notice by the other Party, the Parties to this Agreement must within seven days of the Dispute Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
d) If for any reason whatsoever, 21 days after the date of the Dispute Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Law Society of Victoria or his or her nominee and attend a mediation.
e) It is agreed that mediation will be held in Victoria, Australia.
f) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
g)All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" communications.
h) If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
i) In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
9. Cancellation and rescheduling policy
The Client must provide at least 3 days written notice to the Coach if they wish to cancel or reschedule a Session. In the event of a late cancellation or rescheduling, the Client may be subject to a cancellation fee of $50.
10. Code of ethics and professional standard
The Coach agrees to abide by the International Coaching Federation's Code of Ethics.
11. No guarantees or warranties
The Coach makes no guarantees or warranties, express or implied, as to the specific results or outcomes to be achieved through the Services. The Client acknowledges and agrees that they are solely responsible for their own progress and success.
12. Relationship of the parties
The Parties are independent contracting parties, and nothing in this Agreement will make any Party the employee, partner, agent, legal representative, trustee, or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.
13. Force majeure
a)For the purpose of this clause, “Force Majeure Event” means an event adversely impacting a Party’s ability to comply with any of its obligations under this Agreement which is beyond the Party’s reasonable control, such as fire, flood, natural or man-made disasters, civil commotion, industrial action, war (declared or undeclared), pandemic, and restrictions and prohibitions or any other actions by any government or quasi-government authorities.
b) If a Party is unable to perform an obligation under this Agreement because of a Force Majeure Event, then that Party:
i) must notify the other Party of this fact and to what extent their ability to perform their obligations under this Agreement is affected;
ii) if they have issued a notice pursuant to subclause (a) above, is temporarily relieved from performing the obligations specified in their notice for the duration of the delay arising directly out of the Force Majeure Event; and
iii) use their best endeavours to minimise the impact of any Force Majeure Event.
c) Neither Party is excused from any obligation to pay money because of a Force Majeure Event, despite any other provision of this Agreement.
d) If a delay by either Party arising directly out of a Force Majeure Event continues for more than 6 months, the other Party may, at its sole discretion, terminate this Agreement giving 1 month’s written notice to the other Party.
14. Severability
If any provision of this Agreement is held to be void or unenforceable by any court of competent jurisdiction:
a)and if limiting such provision would make the provision valid, then such provision shall be construed as so limited, but otherwise the provision will be severed; and
b) the remainder of this Agreement shall continue in full force and effect
15. Entire agreement
This Agreement constitutes the entire agreement between Parties, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.
16. Amendment
This Agreement may be modified only in writing, signed by each Party.
17. Notices
All notices required or permitted under this Agreement shall be in writing and may be delivered by email.
18. Jurisdiction and Governing Law
This Agreement will be construed in accordance with and governed by the laws of Victoria. Each Party submits to the exclusive jurisdiction of the courts operating in Victoria in connection with matters concerning this Agreement.