COACHING AGREEMENT

This coaching agreement (“Agreement”) is entered into between THINKWARWICK LLC (“Coach”) and the purchaser and end beneficiary of the coaching services (“Services”) described herein (“Client”) whereby the Coach agrees to provide Services as defined herein. By paying the invoice (“Agreement Date”), the Client is confirming the Client’s understanding and acceptance of the terms and conditions contained herein.

Services: For the duration of this Agreement, the Coach agrees to provide the Client with:

1. Coaching sessions by phone or web conference (“Coaching Sessions”), which shall include written, role-playing, or other exercises to support the Client’s personal objective and may cover such career-related topics as Career Clarity, Narrative, Compensation, Job Market & Search, Leadership Development, Entrepreneurship, Interviewing, Networking, Branding, Resume Review, Marketing, and Negotiation.
2. Coaching materials the Coach deems relevant to the Client’s strategy and growth (“Coaching Materials”).
3. Coaching support via text, email, and phone or web conference communication.

Coach-Client Relationship: Coaching is not psychological counseling or psychotherapy; it is a collaborative relationship whereby the Client is responsible for decisions, setting goals, and taking action. The Client’s results depend upon honest communication and the Client’s actions. The Client will not hold the Coach liable for any adverse situations created from the Coach's suggestions.

Length of Agreement: This Agreement is effective as of the date of purchase (“Agreement Date”). The Agreement will terminate six (6) months after the Agreement Date or 30 days after the Client accepts a job offer and fulfills all applicable fees, whichever occurs first.

Retainer Fee: A retainer fee of $3000.00 USD per month is payable by the Client upon the execution of this Agreement and prior to any Coaching Services being rendered. The Coach will invoice the Client upon execution of this Agreement, and payment is due immediately upon receipt. All fees are non-refundable.

Performance Bonus: Client shall pay 25% of the first-year delta between the initial offer and the final offer that Coach helps Client to negotiate and accept during the term of this Agreement (“Performance Bonus”) OR a performance bonus equivalent to 2.5% of the Client’s first-year compensation value; whichever is greater.

Payment Terms: The Coach shall invoice the Client for the Performance Bonus 30 days following the Client’s acceptance of a final offer. Client shall pay the Performance Bonus in up to six (6) equal installments due on the first day of the month until paid in full.

Negotiation Bonus Includes Non-salary Components: Employers may create packages of multiple ‘currencies’ for getting paid (including stock, performance bonuses, retention bonuses, signing bonuses, relocation packages, and more). The Coach factors every piece of monetary compensation into the ‘negotiated increase’ calculation. For packages paid out over several years, the Coach averages the total compensation as an annual figure. For equity grants, the Coach uses the latest valuation the company has been given to calculate the value of the Client's compensation. For many roles, such as commission-based sales, the Coach uses the on-target earnings (OTE) or similar estimates the prospective new employer provided to calculate the Performance Bonus.

Performance Bonus Does Not Include:

1. Non-financial elements such as vacation days, remote/hybrid flexibility, title, visa, or other immigration requirements, and other non-financial elements.
2. Incentive stock options (ISOs) or non-qualified stock options (NSOs).
3. Pre-negotiated severance package benefits.

Coaching Materials: All intellectual or proprietary rights in the Coaching Materials shall be and remain the sole and exclusive property of the Coach. Upon termination, the Coach grants the Client a non-exclusive, revocable, non-transferable license to view the Coaching Materials. The Client agrees not to alter, modify, or otherwise use Coaching Materials without the prior written consent of the Coach unless approved in this Agreement. 

Indemnification: The Client must indemnify, defend and hold the Coach harmless from and against any and all liabilities,  damages, losses, fines, penalties, claims, costs, or expenses (including costs of investigation and reasonable legal and accounting fees) resulting from any claim or suit brought by any third party arising out of (i) Client’s use of Coaching Materials in breach of this Agreement, or (ii) alleged claim of an infringement of the rights of a third party including but not limited to their copyright, trademark or other proprietary right resulting from the Clients use of Services or Coaching Materials. 

Limited Liability: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COACH MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES DESCRIBED HEREUNDER. IN NO EVENT SHALL THE COACH BE LIABLE TO THE CLIENT FOR ANY INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, WHETHER CAUSED BY NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHER CAUSE OR CAUSES WHATSOEVER. 

General: 

• Entire Agreement: This Agreement represents the entire agreement between the parties and reflects a complete understanding of the parties with respect to the subject matter. This Agreement cancels and supersedes all prior negotiations and understandings between the parties with regard to the subject matter of this Agreement. No amendment, modification, extension, release, discharge, or waiver of this Agreement, or any provision of this Agreement, will be valid or binding unless placed in writing and signed by an authorized representative of each party.

• Dispute Resolution: If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the parties agree to mediate in good faith for up to 30 days after the notice is given. If the dispute is not resolved, and in the event of legal action, the prevailing party shall be entitled to recover attorney’s fees and court costs from the other party.
• Severability: The invalidity or unenforceability of any particular provision or condition of this Agreement will not affect the other provisions of this Agreement. This Agreement will be construed in all respects as if such invalid or unenforceable provision had been omitted.

• Waiver: No delay or failure of either Party in exercising any right and no partial or single exercise of any right will constitute a waiver of that right or any other rights under this Agreement.
• Applicable Law: This Agreement shall be governed and construed in accordance with the laws of the State of Montana without giving effect to conflict of laws provisions.

• Binding Effect: This Agreement shall be binding upon the parties hereto and their respective successors and permissible assigns.