Coach contract with Teacup Wellness

hereinafter referred to as “Contractor,” and Teacup Wellness Nonprofit, 9888 W. Belleview Avenue, #5051, Denver, CO 80123, hereinafter referred to as the “Company,” for the purposes of establishing the contractual arrangement for the Contractor to provide business services to Teacup Wellness.

• Scope of Services
• The Contractor shall perform a variety of business services (hereinafter “Services”) requiring varying degrees of independent judgment. This will include coaching Services, involving direct communications with Teacup Wellness Clients using Company Services and systems, as well as the Contractor’s own Services and systems. The Services shall also include any other tasks mutually agreed upon by the Company and the Contractor, and the Contractor hereby agrees to provide such mutually agreed upon Services for the Company.

• Availability of Contractor
• The Contractor will perform the Services at his/her own location unless another location is mutually agreed upon with the Company and/or Client. The Contractor will not be provided an on-site office. The Contractor will make his/her best efforts to meet all necessary deadlines and will set his/her own schedule for the work to be performed. Communication will mainly be through e-mail, phone, and web-hosted servers.

• Qualifications of the Contractor
• The Contractor must be properly licensed according to the laws of the country, state, or locale from which they operate. The Contractor must also complete onboarding steps as outlined in the Teacup Wellness Certification process before working with Company Clients and no compensation will be provided for these onboarding steps (see teacupwellness.org/coach-certification).

• Term of Contract
• This contract shall commence effective on the date signed below, or thereafter as mutually agreed, and shall continue until terminated by either party. If possible, the Contractor shall provide ten (10) days advance written notice of contract termination and will make arrangements for any scheduled Client sessions to be completed or transferred to another Company Contractor. If necessary and possible, the Company will also provide ten (10) days advance written notice of termination and will make arrangements for any scheduled Client sessions to be completed or transferred to another Company Contractor. Otherwise, termination by mutual agreement shall be immediate.
• In the event either Party breaches a material provision of this Agreement, the non-defaulting party may terminate this Agreement immediately and require the defaulting party to indemnify the non-defaulting Party against all reasonable costs and damages.
• Unless otherwise provided in this Agreement, the obligations of the Contractor shall end upon the termination of this Agreement.
• The Contractor must abide by the Company’s Privacy Policy and Terms of Use, as posted on the website https://teacupwellness.org.

• Compensation and Method of Payment
• The Contractor shall be compensated for performance of Services pursuant to this contract in the amount of $30 per hour of coaching Services provided to Clients sourced through the Company’s efforts. Billable coaching Services do not include preparation time or follow-up time.
• The Contractor must submit Teacup Wellness Invoices to the Company within thirty (30) days of completion of work – see coach time tracking and invoicing.
• Contractors are paid weekly, typically on Fridays unless a bank closure interferes with the deposit. Payments shall be made on the next business day in the event of bank closure. Availability of deposited funds depends upon bank policy. Payments are made to Contractors for completed work and are based upon related invoices submitted no later than the previous Monday at 12 noon Eastern time zone for the current pay week.
• In the event the Services are terminated by the Client prior to completion of the Services, but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination, provided there has been no breach of the Services contract on the part of the Contractor.
• Programs of multiple sessions may be scheduled with Clients in advance but can only be invoiced and paid for after each session is completed.

• Contingency – Satisfactory Performance
• The continuation of this contract is expressly subject to and conditioned upon the satisfactory performance of the Services by the Contractor as determined by the Company in their sole discretion.

• Taxes and Unemployment Insurance
• Withholding taxes, Social Security, federal and state income taxes, unemployment taxes, and any other taxes will not be withheld from the compensation payable to the Contractor pursuant to this contract but will be reported directly to and paid to the proper agency by the Contractor as an Independent Contractor.
• The Independent Contractor is not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by the Independent Contractor or some other entity.
• The Independent Contractor is required to be covered by Professional Liability Insurance when working with Company Clients. Professional Liability Insurance will be secured by and paid for by the Contractor.

• Independent Contractor Status
• The parties agree and acknowledge that the Contractor has been engaged pursuant to this contract as an Independent Contractor and, therefore, neither the Contractor nor its agents or employees shall be construed as an agent or employee of Teacup Wellness Nonprofit.
• The Company does not require the Contractor to work exclusively for Teacup Wellness during the term of this contract.
• Because the performance of Services pursuant to this contract is ongoing and not for a specific term, termination of this contract shall be authorized as provided above in the Term of Contract section.
• Outside of proper licensing and compliance with Teacup Wellness Certification Process (see teacupwellness.org/coach-certification), no specialized training shall be required of the Contractor.
• Proof of qualifications to provide coaching Services will be provided by the Contractor to the Company. Determining suitability of Contractor qualifications is at the sole discretion of the Company.
• No benefits other than the compensation provided for herein shall be payable to or for the Contractor.
• The Contractor shall maintain all operations to be performed pursuant to this contract as separate and distinct operations apart from other activities of the Contractor.
• Upon termination of this Agreement, the Contractor shall return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

• Confidentiality
• The Contractor acknowledges that during the engagement s/he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts, and procedures. The Contractor agrees that he or she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this contract or at any time thereafter, except as required in the course of this engagement with the Company.
• All materials relating to the business of the Company such as handbooks, customer lists, donor lists, sponsor lists, affiliate lists, franchise information, files, records, documents, specifications, information, letters, notes, media lists, original artwork/creative, advertising information, independent contractor lists, notebooks, and similar items, whether prepared by the Contractor or otherwise coming into his/her possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written consent. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in his or her possession or under his or her control. This clause shall not be in effect in situations where the Contractor procured the Client independently of the Company, and the Contractor shall thus have the right to retain possession of the items mentioned in this section.
• All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Company. Independently owned or developed intellectual property shall remain the property of the Contractor.

• Use of Equipment
• The Company will not provide any equipment to the Contractor. The Contractor is expected to have and use his/her own transportation, computer, e-mail address, phone and supplies to perform her duties.

• Waiver
• No waiver by the Company of any provision, term or condition of this contract or any obligation of the Contractor shall constitute a waiver of such provision, term or condition on any other occasion or a waiver of any other breach or obligation of the Contractor.

• Modification of Contract
• No waiver or modification of this contract shall be valid unless in writing and duly executed by the parties.

• Complete and Entire Contract
• This contract contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral understandings, agreements and discussions relating to the subject matter hereof and, therefore, constitutes the complete and entire agreement between the parties as to the subject matter hereof.

• Indemnification
• Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, 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 this Agreement. This indemnification will survive the termination of this Agreement.

• Non-Assignability
• This contract shall not be assigned by either party without the express written consent of the other.

• 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 severed from the remainder of this Agreement.

• Voluntary Execution
• The parties acknowledge receipt of duly signed copies of this contract and by signature hereon each party agrees to its provisions and recognizes that the contract was entered into freely and voluntarily with full understanding of its contents.

IN WITNESS WHEREOF, the undersigned have set their hands effective the day and year written below.

(your typed name serves as e-signature)

— and —

Anne Mitchell, Company Representative 
Teacup Wellness Nonprofit
hello@teacupwellness.org
March 1, 2021

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