Strategy HQ LLC Coaching Services – Terms and Conditions
1. Services and Deliverables. Strategy HQ LLC (“Provider”) will provide business coaching services as described in the signed proposal. Services may include live coaching sessions, advice, and use of Provider’s own proprietary frameworks and tools. Provider may deliver a written strategy memo during or at the end of the engagement. All coaching content, including any frameworks or methodology used by Provider, is proprietary to Strategy HQ LLC. Provider retains sole ownership of its materials and intellectual property (see Intellectual Property below). The Client’s services will be delivered only as outlined in the proposal; any additional services or work outside that scope require a written amendment.
2. Modifications to Scope. Any change to the agreed scope of services or deliverables (including additional sessions or materials) must be made by mutual written agreement of Provider and Client. Additional work beyond the original scope may require extra fees and an amended schedule. Provider will notify Client if requested changes will incur additional costs or time, and no such change is effective until both parties sign a written amendment.
3. Client Responsibilities. The Client shall:
Actively participate in scheduled sessions and complete any assignments or preparatory work given by Provider.
Provide accurate, complete information and full cooperation as needed for effective coaching.
Attend sessions on time and notify Provider promptly if rescheduling is needed (see Cancellation Policy).
Promptly pay all fees as set forth in this Agreement.
Protect and maintain the confidentiality of Provider’s coaching materials and not share, reproduce, or resell any part of Provider’s proprietary materials, frameworks, or strategy memos.
Failure to meet these responsibilities may result in suspension or termination of services.
4. Confidentiality. Both parties shall keep strictly confidential all non-public information disclosed by the other (“Confidential Information”), and shall not disclose it to any third party except as needed to perform the services or as required by law. Confidential Information includes business plans, financial data, customer lists, processes, and any information marked or treated as confidential by either party. Neither party will use the other’s Confidential Information for any purpose outside of this engagement. (For example, one coaching contract provides that the consultant “will not disclose or use… any proprietary or confidential information of the Client without the Client’s prior written permission,” which is typical practice.) Exceptions: Information that is or becomes public through no fault of the recipient, was rightfully received from a third party, or is independently developed without use of the other’s confidential data, is not Confidential Information. Each party’s confidentiality obligations survive termination of this Agreement.
5. Session Recording and Summaries. Provider may record coaching sessions (audio and/or video) for internal reference and quality purposes. Such recordings and any session notes remain confidential and are for the sole use of Provider and Client. Provider may, at its sole discretion, provide brief written summaries or follow-up notes of sessions, but is not obligated to do so. (By engaging in services, Client consents to recording as needed for accurate note-taking. For example, a typical coaching agreement notes that sessions “may be recorded… with the option to choose whether sessions are recorded,” and that recordings are kept confidential.)
6. Fees and Payment Terms. The Client will pay the fees specified in the proposal according to the following schedule:
Deposit: 50% of the total fee is due as a non-refundable deposit when the proposal or agreement is signed.
Final Payment: The remaining 50% is due before delivery of any final deliverable or the final scheduled session.
All payments are due as stated on the invoice, and work may be paused or terminated if payments are late. Provider reserves the right to require prepayment for future work. Payment of fees does not guarantee any results (see No Guarantee of Results).
7. Cancellation and Rescheduling Policy. The Client may reschedule or cancel a coaching session by giving at least 24 hours’ notice to Provider. Cancellations or reschedules made with less than 24 hours’ notice will be treated as late cancellations and will incur the full session fee. (This aligns with industry practice: “Sessions cancelled or rescheduled within… less than 24 hours notice will be considered late cancellations” and charged accordingly.) A no-show without notice will also be charged in full. Provider will make reasonable efforts to accommodate rescheduling when possible, and may reschedule Provider-initiated changes without penalty to Client.
8. No Guarantee of Results. Provider makes no warranty or guarantee of any specific outcome or business result from the coaching services. Client understands that success depends on many factors, including the Client’s own efforts and external conditions. Coaching is advisory only; Provider is not a legal, financial, or mental-health professional unless explicitly stated, and Client is responsible for decisions and actions based on the coaching. As one coaching disclaimer advises, providers “do not make any promises or guarantees of specific results through [their] coaching services”. Client accepts that no particular financial, legal, or business outcome is assured by these services.
9. Intellectual Property and Deliverables.
Ownership of Materials: All coaching materials, frameworks, methodologies, software, presentations, strategy memos, and other deliverables provided by Provider (collectively, “Materials”) are the sole property of Strategy HQ LLC or its licensors. Provider retains all rights, title and interest in and to the Materials.
License to Client: Provider grants the Client a limited, non-exclusive, non-transferable license to use the Materials (including any strategy memos or reports) solely for the Client’s internal business purposes. Client may not sublicense, sell, distribute, or otherwise make the Materials available to any third party. (This is consistent with standard clauses that grant only a non-exclusive, non-transferable license for internal use.)
Restrictions: Under no circumstances may the Client reproduce, share, or sell any proprietary Provider content (such as course materials, worksheets, frameworks, or recorded sessions) outside its own organization. Any unauthorized use of Provider’s Materials will be considered a material breach of this Agreement.
10. Limitation of Liability. Except as required by law or as set forth in Section 11 (Indemnification), each party’s total liability under this Agreement (whether in contract, tort, or otherwise) is limited to the total fees paid by Client to Provider under this Agreement. Neither party will be liable for any indirect, special, incidental, consequential or punitive damages (including lost profits, lost business, or loss of goodwill) arising out of or related to this Agreement. For example, a standard limitation clause provides that “neither Party shall be liable to the other Party for any indirect or consequential damages, including… lost profits”. Additionally, one common approach is to cap liability at fees paid; for instance, one consulting agreement limits the provider’s total liability to “an amount equal to the fees paid under this Agreement” during the applicable term. Strategy HQ’s liability is similarly capped. However, nothing in this Agreement limits liability for a party’s own gross negligence, willful misconduct, or fraudulent acts.
11. Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “Indemnified Party”) from and against any third-party claims, liabilities, damages, losses or expenses (including reasonable attorneys’ fees) arising from:
The Indemnifying Party’s breach of any term of this Agreement,
The negligence, willful misconduct or unlawful acts of the Indemnifying Party or its personnel, or
Any use or implementation by Client of Provider’s advice and materials beyond the scope of this Agreement.
For example, typical coach agreements have the coach indemnify the client for claims related to the coach’s negligence or breach, and the client indemnify the coach for claims arising from the client’s own breach. The foregoing indemnities survive termination of this Agreement.
12. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Maryland, without regard to its conflict-of-law rules. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Maryland, to whose jurisdiction the parties hereby submit.
13. Acceptance. By signing the proposal or otherwise beginning the coaching engagement, the Client acknowledges that it has read, understood and agreed to these Terms and Conditions. This Agreement becomes effective on the date of acceptance of the proposal or commencement of services, whichever occurs first. No additional terms or understandings (oral or written) shall override these Terms unless agreed in writing by both parties.
14. Termination.
Either party may terminate this Agreement with written notice if the other party materially breaches any provision and fails to cure the breach within 10 days after receiving notice. Upon termination, the Client will pay for all services rendered up to the termination date. Any rights or obligations that by their nature should survive termination (including confidentiality, payment obligations, and intellectual property rights) will remain in effect.
15. Entire Agreement.
This Agreement (together with any referenced proposal) is the full and complete agreement between the parties and supersedes any prior agreements, communications, or understandings related to these services. No amendment or modification is valid unless in writing and signed by both parties.
16. No Waiver.
A failure by either party to enforce any right or provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
17. Assignment.
Client may not assign or transfer this Agreement without Provider’s prior written consent. Provider may assign this Agreement to an affiliate or successor without notice, provided the obligations remain consistent.
18. Notices.
All legal notices shall be sent in writing to the email or address specified in the proposal or agreement and will be deemed received upon confirmation of delivery.