Coaching Terms & Conditions

1. The Program. Client contracts to engage sales coaching services of Southwestern Consulting, Inc. (“SWC”) by enrollment into a composite of programs (“Programs”) chosen and notated on this Coaching Enrollment Form (“Enrollment”), including the following:
(i) On average, 2x 30 to 45 minutes personal consulting calls per month (maximum of 24 calls during the program term);
(ii) Access to the Critical Success Factors (CSF) online statistics tool while in the program;
(iii) Access to archive of on-line supplemental training materials.

The Program provides clients with sales and management training, and the services expressly do not provide for or constitute life coaching, or any manner of psychological or emotional consulting services.
Client acknowledges that 24 hour advance notice is required to reschedule personal consulting call noted under (i) above. In the event that Client does not provide advance notice and misses a scheduled consulting call, SWC will endeavor to contact the Client within the scheduled call time. The call counts towards the maximum of 24 calls during the program term no matter the duration of the call if not rescheduled in advance.

2. Term. Client commits to an initial twelve (12) month participation in the Program upon signing the Coaching Enrollment Form. Following expiration of the initial twelve month term, Enrollment shall run month-to-month until such time as either party or both parties terminate Enrollment or a particular Program in accordance with these terms.

3. Cancellation. To terminate Enrollment after the initial twelve month term, Client must provide SWC at least 30 days written notice, in print or electronically, delivered to and acknowledged by the CFO of SWC at SWC’s principal offices or his authorized designate. Termination will take effect at the end of the next billing cycle following notice delivery and acknowledgment. SWC reserves the right to terminate Enrollment or any particular Program at any time upon providing Client written notice, in print or electronically, sent to Client’s contact information inserted on this Coaching Enrollment Form. Upon termination or expiration of this Agreement, the Client will no longer have client access to the products and services of SWC and all such products or services wanted by the Client will, then, be paid on a per product or per service ordered basis. If Client cancels its/his/her Program participation before the expiration of the initial twelve months of this Agreement, Client agrees to pay all fees due SWC and any remaining balance of the fee that Client agrees to pay hereunder in relation to the initial twelve month term.

4. Non-Payment. Client’s failure to pay or pay per terms will result in a) suspension of Client’s Program eligibility, b) Client’s forfeiture of all rights and privileges of a fully paying client of the Program, and c) all outstanding fees becoming immediately due and payable from Client to SWC and its assigns, all without further demand or notice.

5. Limited Liability.
A. SWC and Client concur that the Program is designed for individuals who clearly understand that they each, and not SWC and its coaches, are responsible for their own personal and professional success and career progression. SWC shall not be responsible, or liable to the Client or any individual Program participant, for any missed goals, disappointing sales production, and lost or diminished economic opportunity that could be alleged or claimed to be caused, in whole or in part, by SWC and its coaches and their Programs.
B. Client and each individual Program participant shall DISCHARGE, PROTECT and HOLD HARMLESS SWC, its parent and related entities and their officers, directors, employees, representatives, agents, coaches, successors and assigns from any and all controversies, demands, claims, actions, injuries, damages, obligations, liabilities, and legal expense which arise from or are incidental to the Programs and coaching or participation in any events associated with the Programs, presence upon the premises of any place or forum utilized for any Programs, and any loss of vocational and economic opportunity or gain despite the Programs involving Client and the individual Program participants, except to the extent actual damages or injuries are directly caused solely by the willful and wrongful misconduct of SWC, its employees and coaches occurring from any Program.
C. Without prejudice to sections A and B above, SWC’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance or non-performance of this contract shall be limited to the amount paid by Client to SWC pursuant to this contract.

6. Governance. This Agreement is made in and presented from SWC’s principal offices in Nashville, Tennessee. These terms are governed by, and will be construed in accordance with, the laws of the State of Tennessee despite any conflict of legal principles and rules to the contrary. If a dispute or claim as between the parties arises from this Enrollment, the parties will exercise reasonable efforts to resolve same in an amiable, efficient and effective manner before resorting to legal intervention. However, if such a resolution is not reached in a fair and timely manner, a party may bring legal action against the other party for claims under this Agreement, in which event each party to this Agreement will submit exclusively to the general and personal jurisdiction of the courts of competent jurisdiction, state and federal, situated in Nashville, Davidson County, Tennessee and no other venue unless SWC expressly consents to a different venue, and each party shall WAIVE ITS RIGHTS TO A JURY TRIAL as to such action.

7. Proprietary Information.
A. Each party to this Agreement owns certain intellectual property which may be registered or unregistered, to which each respective party reserves all rights. Nothing in this Agreement, any Programs or elsewhere confers any license, rights or permission of SWC for Client and each individual Program participant to use, publish or replicate, in any format or by any media, any copyrighted materials, titles, slogans, marks, designs, and matrixes of SWC, its coaches, employees and authors, or any intellectual property rights thereto unless the CFO or CEO of SWC consent in writing to same, and any such consent may be withheld for any reason or no reason.
B. Client agrees not to reproduce, copy, duplicate, transfer, upload, resell, or modify any marks, copyrighted materials and business sensitive information of SWC, its coaches, employees and authors except for the sole purpose of participating in and learning from the Programs and coaching provided hereunder.
C. In the event SWC receives financial support/sponsorship on behalf of the Client for a Program, SWC reserves the right, and Client agrees to the right for SWC, to share details of the Client’s progress in the Programs and with the coaches with the applicable financial sponsors.
D. Client shall keep in strict confidence all technical or commercial know-how, documents, processes or initiatives which have been disclosed to Client by SWC or its representatives or agents, and any other confidential information concerning SWC’s business or its products which Client may obtain.

8. Recovery. Should SWC bring, or cause to be brought, collection activity and/or legal action against Client for collection of fees and expenses due SWC in relation to this Enrollment, and SWC prevails, Client agrees to indemnify and pay SWC or its assign for all fees and expenses incurred by SWC which are due by Client under this Enrollment, including reasonable attorneys’ fees and costs of collection, in addition to any other relief, damages, penalties, settlements, and expenses that are awarded to SWC or its assign in connection therewith.

9. Parties Bound. Client will not assign or transfer any of its obligations under this Agreement to any agent or third party without first obtaining written consent from the CFO or CEO of SWC which may or may not be granted. Neither party is an employee, partner, agent or joint venturer of the other party. Client’s obligations under the Agreement shall be binding on its participating divisions, members and subsidiaries, and their successors and permitted assigns.

10. Severability. If any part of these terms are deemed unenforceable, the balance of these terms shall remain effective and the unenforceable term may be reformed to become an enforceable part of these terms.

11. Entirety. These terms of Enrollment govern the engagement of SWC and Client and take precedence over any other terms that are contrary to these terms of Enrollment. Any prior or contemporaneous representations, understandings or contrary agreements of the parties with respect to this subject matter are superseded by these terms of Enrollment and of no effect.

12. Waiver; Amendments. All notices, waivers, amendments and modifications relative to the Agreement and these terms will not be legally effective unless in writing and signed and dated or otherwise expressly acknowledged by the CFO or CEO of SWC or its successors and assigns.

13. Notices.
A. Notices to SWC shall be given in writing or acknowledged as received electronically, and delivered to the CFO or his authorized designate at 2451 Atrium Way, Nashville, TN 37214, subject to a change of address given by SWC.
B. Written notice to Client will be delivered either personally or to Client’s physical or e-mail address last noted in SWC’s records, subject to change mutually acknowledged by the parties.

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