BACKGROUND:

• The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to the client.
• The Contractor is agreeable to providing such services to the client on the terms and conditions set out in this agreement.

In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which considerations hereby acknowledged, the Client and the Contractor (individually the “party” and collectively the “parties” to this Agreement) agree as follows:

Services Provided

• The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) consisting of 
  • Life Coaching Service for life issues, that the client wants to work on in their life to achieve their goals. 
• The Service will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Terms of Agreement

• The terms of this Agreement (the “Terms”) will begin on the date of this Agreement and will remain in full force and effect until the completion to the Services, subject to earlier termination as provided in this Agreement. The Terms of this Agreement may be extended by mutual written agreement of the parties. 
• In the event that either Party wishes to terminate this Agreement prior to completion of the Services, the Party will be required to provide at least a 5-day notice to the other Pary. 

Performance

• The Parties agree to do everything necessary to ensure the terms of this Agreement take effect. 

Currency

• Except as otherwise provided in this Agreement, all monetary amount referred to in this Agreement are in US Dollars and will be paid through PayPal or Cash App. 

Compensation

• For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Contractor as Follows:
  • Secession must be paid in full before first session starts if   paying for hourly. If paying for months of service, the first month must be paid in full before first session starts. 
• The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

Reimbursement of Expenses

• The Contractor will not be reimbursed for expenses incurred by the Contractor in connection with providing the Service of this Agreement.
•  The Client will not be reimbursed for cancellation if a 5-day notice has been given. 

Confidentiality

•  Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be private or proprietary to the Client and that is not generally known and whare the release of that Confidential Information could reasonably be expected to cause harm to the Clein.
•  The Contractor agrees that it will not disclose, divulge, reveal report, or use for any purpose any Confidential Information which the Contractor has obtained, except as authorized by the client. This obligation will survive the expiration or terminate of the Agreement and will continue indefinitely. 
•  All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agree miss Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Ownership of Material and Intellectual Property 

•  All intellectual property and related material (the “Intellectual Property”) including any related work in progress that is developed or produced under the Agreement will be the sole property of the Contractor. The use of the Intellectual Property by the Client will not be restricted in any manner.
•  The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of h the Client. The Contractor will be responsible for all damages resulting from the unauthorized use of the Intellectual Property.

Return of Property 

• Upon the expiry or termination of this Agreement, the Contractor will retain all property and will return to the Client any property, documentation, record, or Confidential Information which is the property of the client.

Capacity/Independent Contractor

•  In providing the Service under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement des not create a partnership or joint venture between the and is exclusively a contract for service.

Notice

•  All notices, request, demands, or other communication required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
• Clients :  ________________
• Carnell McGill-Williams, womenthelplifecoaching@outlook.com or such email as any Party may from time to time notify the other.

Indemnification

• Except to the extent paid in settlement rom any applicable insurance policies, and to the extent permitted by applicable law, each Pary agrees to indemnify and hold harmless the other Party, and its respective affiliates, offers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement This indemnification will survive the termination of this Agreement.

Addition Clause

• I am not a licensed psychologist or specialist healthcare professional. My services do not replace the care of psychologists or other healthcare professionals.
• The information provided on [this website/material] is for informational purposes only and is not intended to substitute professional medical advice, diagnoses, or treatment. Always seek advice from your physician or other qualified healthcare provider before undertaking a new health regimen.
• Please note that I can’t take any responsibility for the results of your actions, and any harm or damage you suffer as a result of the use, or non-use of the information available [on this website/material]. Please use judgment and conduct due diligence before taking any action or implementing any plan or practice suggested or recommended.
• Please note that I don’t make any guarantees about the results of the information applied [on this website/material]. I share educational and informational resources that are intended to help you succeed in [coaching area]. You nevertheless need to know that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond my knowledge and control.

Legal Expenses

•  In the event that legal action is brought to enforce or interpret any term of this Agreement the prevailing Party will be entitled to recover in addition to any other damages or award, all reasonable legal cost and fees associated with the action.

Modification of Agreement

•  Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each Pary or an authorized representative of each Party.

Time of the Essence

• Time is of the essence in the Agreement. No extension or variation of the Agreement will operate as a waiver of this provision.

Assignment

• The Contractor will not voluntarily, or by operation of, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

• It is agreed that there is o representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. 

Enduement

• This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Titles/Headings

• Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Agreement.

Gender

• Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 

Governing Law

•  It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of South Carolina, without regard to the jurisdiction on which any action or special proceeding may institute. 

Severability

• In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts served from the remainder of this Agreement.

Waiver

• The waiver by either Party of a breach, default delay or omission of any of the provision of this Agreement by the other Party will not be construed as a waiver of subsequent breach of the same or other provisions. 

IN WITNESS WHERE OF:  the parties have duly affixed their signatures under hand and seal on this ( ) day of ( ), 20__