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, the Client is confirming the Client’s understanding and acceptance of the terms and conditions contained herein. 

Services: The Coach agrees to provide the Client with up to 6 weeks of coaching sessions to be scheduled within the duration of this Agreement whereby the Coach will provide coaching materials that the Coach deems relevant to the Client’s career strategy and growth (“Coaching Materials”). The sessions will include written, role-playing, or other exercises to support the Client’s stated objective. The Coach agrees to provide the Client with written coaching support via text or email communication for the duration of the retainer. The Coach may choose to coach the Client via additional phone conversations as appropriate and at the Coach's discretion.

Reasonable topics may include: Career Self Understanding, Narrative Development, Compensation Benchmarking, Job Market Intelligence, Leadership Development, Entrepreneurship, Interviewing and Interview Preparation, Job Search Strategy, Thought Leadership, Networking Strategy, Personal Branding, Resume & Linkedin Review, Leadership Development, Career Marketing Material Strategy, and other career-related topics as appropriate.

A coaching session is defined as any phone or web conference communication between the Coach and the Client.

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.

Other Considerations: In support of the Client’s goals, the Coach commits to:

• Bring an outside perspective in support of the Client’s development.
• Hold Client accountable for what the Client says the Client will do.
• Challenge the Client when the Coach thinks that the Client is not acting in accordance with the Client's stated goals.  
• Dig deep into assumptions, the status quo, and the Client’s drivers.
• Support the Client’s goals and progress.
• Provide an objective environment to explore the Client’s career concerns, ideas, and challenges.
• Use experience to guide the Client and provide feedback.

Length of Agreement: This Agreement is effective as of the date of purchase. The Agreement will terminate one (1) year after the date of payment of the invoice or after the acceptance of a job offer and fulfillment of all applicable contingency bonus fees; whichever occurs first.

Retainer Fee: A retainer fee of $7200.00 USD 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. 

Contingency Bonus: The Coach will charge 25% of the negotiated salary increase that the Coach helps the Client secure through Services—or 2.5% of the base cash salary as a performance fee. Whichever is greater. The Client will pay 25% of the delta between the initial year one (1) total compensation (Base+Bonus+Restricted Stock+Misc) offer and the final negotiated and accepted offer. The Coach will invoice the Client for this 25% contingency bonus (“Contingency Bonus”)  upon the Client’s acceptance of the job offer. Contingency Bonus and ongoing negotiation support are in effect for one (1) year after the first retainer payment is made.  

Payment Terms: The Client will pay 25% of the Contingency Bonus within thirty (30) days of the invoice date, and an equal installment of the balance is due monthly until the Contingency Bonus is paid in full. Installments may be scheduled for up to twelve (12) months from the date of acceptance of the final offer upon the written agreement of both parties.

Contingency Bonus Includes Non-salary Components: Employers may create packages of multiple ‘currencies’ for getting paid (including equity, 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, for example, commission-based salespeople, the Coach uses the on-target earnings (OTE) or similar estimates provided by the prospective new employer to calculate Contingency Bonus.

Contingency Bonus Does Not Include non-financial elements such as vacation days, remote flexibility, title, visa, or other immigration requirements, and other non-financial elements. The Coach helps the Client negotiate these important considerations, but does not factor such components into the Contingency Bonus. The contingency bonus does not calculate incentive stock options (ISOs) or non-qualified stock options (NSOs).

Final Contingency Bonus Considerations: If the Client does not receive an increase in the financial difference between the initial employment offer and the final accepted offer, the Contingency Bonus does not apply.

Coaching Schedule: The schedule is agreed upon by both parties during an onboarding call that is scheduled within ten (10) days of executing this Agreement. Both parties agree to keep the schedule. The Client will provide 48-hour notice for any cancellations or may be subject to forfeiture of the coaching session time. All coaching appointments must be within the term of the Agreement.

Confidentiality: The Coach will not disclose confidential sensitive information about the Client ​​and no information will be disclosed without the Client's consent unless required to do so in accordance with a judicial or other governmental order.

Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been rightfully known to a Party at the time of its receipt from the other Party; (iii) is rightfully received from a third party who did not acquire or disclose such Confidential Information by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed without reference to the Confidential Information of the disclosing Party.

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 in a read-only format the Coaching Materials. The Client agrees not to alter, modify, or otherwise use Coaching Materials unless as approved in this Agreement without the prior written consent of the Coach. 

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.  This Agreement is not valid or binding unless and until in writing and signed by an authorized representative of each party.  No amendment, modification, extension, release, discharge, or waiver of this Agreement, or any provision of this Agreement, will be valid or binding unless in writing and signed by the parties.

• 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 so 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, and 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 be deemed to 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 Nevada, 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.