B2B Master Services Agreement
MASTER SERVICES AGREEMENT
This Master Services Agreement (this “MSA”) sets forth the terms and conditions pursuant to which
COACHSELECT, INC. (“CoachSelect”) will make its services and platform available to a corporation or other
business entity (the “Customer”) and its personnel (each, a “Client”) of Customer as set forth on one or more
Services Proposals or Order(s), in a form provided by CoachSelect, that reference this MSA (each, an “Order”).
By executing an Order and submitting it to CoachSelect, Customer (a) agrees to be bound by this MSA (together
with all Orders and any Nondisclosure Agreement to which you and CoachSelect are a party, the “Agreement”)
and (b) confirms that the individual executing the Order has the legal authority to bind Customer by the terms of
this Agreement.
In addition to the terms set forth below, this Agreement expressly incorporates by reference CoachSelect's
Terms of Service, located at https://www.coachselect.com/terms-of-service, and CoachSelect's Privacy
Policy located at https://www.coachselect.com/privacy-policy. Any capitalized terms used herein without
definition shall have the meanings given to them in the Order(s). In the event of a conflict or inconsistency
between an Order, the Terms of Service, the Privacy Policy, and this MSA, this MSA will control.
1. Definitions
a. “Coach”: independent coach or coaches identified and matched to a Client by CoachSelect for a
particular engagement scope.
b. “Concierge”: a CoachSelect representative responsible for coach matching, client service portfolio
construction, and Client satisfaction.
c. “Fees”: the agreed upon costs that Customer agrees to pay to CoachSelect in exchange for the
CoachSelect Services and the Coaching Services.
d. “Coaching Engagement”: the collective set of individual 1:1 Coach-Client meetings (each, a “Coaching
Session”), assessments, ad hoc e-mail and phone support, and any other services included in the Client-
specific scope agreed for each Client and subsequently provided by the Coach to the Client.
2. Services
a. For each Client that completes the CoachSelect intake process (as provided by CoachSelect and subject to
the terms and conditions included therein), CoachSelect and its Concierge will identify a matching
Coach from CoachSelect’s inventory of coaches, able to provide suitable services on commercially
customary and reasonable terms, and will arrange and provide the business logistics, including items
such as high-level engagement scope, Client and Coach contracts, and payments, that are necessary for
delivery of the coaching services (such services provided by CoachSelect, the “CoachSelect Services”).
b. Provided that each such Client has accepted the Client Terms and Conditions found on each Order, each
such Client will have access to participate in an individual coaching engagement (each, a “Coaching
Engagement”) between such Client and the Coach, pursuant to which the Coach will provide coaching
services defined by the Order (the “Coaching Services”).
c. If CoachSelect is unable to match a Client with a Coach, Customer will not be responsible for paying for
any services with respect to such Client.
d. Customer and each Client acknowledges and agrees that CoachSelect does not provide Coaching Services
and solely provides the CoachSelect Services which comprise a platform and administrative process
through which Clients are connected to independent Coaches. Customer and each Client understands
that the actual Coaching Services a Client receives will be provided by independent third-party Coaches
referred to such Client by CoachSelect.
3. Coaching Engagements
a. Coaching Sessions will be held virtually, via video conference or over the phone, as determined in
advance between Coach and Client. CoachSelect makes no guarantee that any Coach will be willing to
conduct meetings in person, and this decision will be entirely up to each individual Coach.
b. Coaching Sessions will generally last for approximately one hour, with time of Coaching Sessions and
exceptions to meeting cadence and duration to be agreed in advance between Client and the Coach.
c. The Coaching Sessions will begin and end on time, and it will be the responsibility of both Client and the
Coach to keep track of time.
d. If a Client is late to any Coaching Session, the Coaching Session will still be expected to end on time and
such Client should have no expectation that the Coach will stay later or otherwise make up for the time
that was lost.
e. If a Client needs to cancel a Coaching Session, such Client must do so at least 24 hours prior to the
scheduled start time. If this notice is not provided, Customer will be liable to pay for the Coaching
Session and it will be counted as a used Coaching Session even if such Client does not attend. If a
Coach needs to cancel a Coaching Session, the coach will use best efforts to give a Client at least 24-hour
notice of change or reschedule prior to any Session, and in no case will a Client be charged for a session
a Coach is unable to deliver.
f. Additional Coaching Services outside of Coaching Sessions within a Coaching Engagement, such as
assessments, ad-hoc support, etc. are defined on a per-client basis in each Order. Customer and Client
agree to take all actions reasonably necessary to facilitate assessments (i.e., providing lists of contacts
for 360 feedback, completing assessment questionnaires, etc.), and to use other services, such as ad hoc
support, in a commercially reasonable manner aligned with the overall scope of the Coaching
Engagement.
4. Coaching Engagement Adjustments
a. If a Client is dissatisfied with the Coaching Services provided by the Coach, Customer and each Client
agrees to notify the Concierge of these issues and provide a 30-day window within which CoachSelect
and the Coach will make commercially reasonable efforts to resolve such Client’s issue, including, if
necessary, re-matching such Client with a different Coach. Customer and each Client agrees to make
reasonable efforts to participate in resolving the issue, which often will entail continuing the coaching
phase as the issues are resolved.
b. In the event a Customer or Client identifies a need to change the number of sessions, elapsed time
required for a phase, or Client-specific scope to an extent materially different than the original Order,
such Customer or Client, as appropriate, shall promptly notify the Concierge, at which point Concierge
will provide an objective assessment of the situation and recommend a commercially reasonable
resolution suitable to the specific situation of the Client.
c. If a Client needs to temporarily pause the engagement for longer than two weeks, such Client agrees to
immediately notify Concierge and Coach. At the point at which Client is ready to resume the
engagement, such Client will provide reasonable notice in advance sufficient to allow rescheduling to
Concierge and Coach. Engagement pauses under this clause will be on a month-to-month basis in units
of one month. Engagements can be paused for a maximum of two month-long pause periods per six
months of originally scheduled Coaching Services, prorated to the duration of each Order. Billing of the
fees for such Client will pause for the duration of the engagement pause and resume when such Client’s
Coaching Engagement resume following notification from such Client to Concierge and Coach. Any
amounts previously paid to CoachSelect will be credited to the resumption of the Coaching Engagement.
5. Fees
a. For each Coaching Engagement, Customer will pay a non-refundable fee equal to the amount(s) set forth
in the applicable Order for each Client that receives Coaching Services. The payment schedule for each
Coaching Engagement will be detailed in the Order for each respective Coaching Engagement.
6. Confidentiality
a. Customer and each Client agrees to keep all Confidential Information confidential and not disclose any
Confidential Information to any third party except as required by applicable law, rule or regulations. For
purposes of this Agreement, “Confidential Information” means non-public information in any form or
medium disclosed to Client by or on behalf of CoachSelect, including without limitation, CoachSelect's
technology, trade secrets, know-how, business operations, plans, strategies, customers, Coaches,
pricing, and information with respect to which CoachSelect has contractual or other confidentiality
obligations, in each case whether or not marked, designated, or otherwise identified as “confidential.”
Notwithstanding anything in this Agreement to the contrary, the confidentiality obligations herein shall
not apply to Customer where disclosure is in connection with a routine audit or examination by, blanket
document request from, or other disclosure to a regulatory or governmental entity that does not
specifically reference CoachSelect or its affiliates.
b. Pursuant to the Defend Trade Secrets Act of 2016, each Client acknowledges that such Client shall not
have criminal or civil liability under any Federal or State trade secret law for the disclosure of
Confidential Information that is a trade secret that (A) is made (i) in confidence to a Federal, State, or
local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, if a Client files a
lawsuit for retaliation by CoachSelect for reporting a suspected violation of law (if applicable), such
Client may disclose the trade secret to its attorney and may use the trade secret information in the court
proceeding, if such Client (X) files any document containing the trade secret under seal; and (Y) does not
disclose the trade secret, except pursuant to court order.
c. Subject to this Agreement and the terms of CoachSelect's Privacy Policy, CoachSelect agrees to keep any
non-public information Customer or a Client discloses to CoachSelect confidential and not to disclose
any such confidential information to third parties except (i) as necessary to fulfill CoachSelect's
obligations under this Agreement, and (ii) as otherwise required by applicable law, rule or regulation.
d. Each Coach has agreed to maintain confidentiality of the content of all Coaching Engagements, in
accordance with the Code of Ethics set out by the International Coach Federation, and has executed an
agreement with CoachSelect to that effect.
e. If a Client works with more than one Coach from CoachSelect, either simultaneously or in sequence,
such Client agrees that all Coaches engaged on work for the same Client will, within the bounds allowed
by the International Coach Federation Code of Ethics, exchange with each other necessary information
about such Client goals and previous work with such Client in order to ensure coordination and/or
continuity of Coaching Services.
f. CoachSelect acknowledges the confidential and sensitive nature of the non-public information provided
or to be provided by Customer or a Client and acknowledges and agrees that money damages may not be
a sufficient remedy for any breach of this Section 6 and that Customer and/or a Client shall be entitled to
seek equitable relief, including injunction and specific performance, in the event of any such breach, in
addition to all other remedies available to such Party at law or in equity.
7. Termination
a. Either party may terminate this Agreement with 30-days written notice to the other party. Should either
party elect to terminate this Agreement, except for termination by CoachSelect for Customer’s or a
Client’s material uncured breach of this Agreement, each Client will have the right to receive any
Coaching Services remaining in the current coaching phase that have been fully paid for by Customer
prior to such termination. In the event the 30-day termination period extends beyond the phase that has
been fully paid for by Customer, CoachSelect and Customer agree to reach a commercially reasonable
plan to terminate the Order, but in no case will CoachSelect provide a portion of the Coaching
Engagement for which Customer has not paid. Refunds will only be provided for the prorated duration
of the Coaching Engagement for which the Customer has fully paid beyond the 30-day termination
period. Notwithstanding anything herein, if Customer terminates this Agreement due to CoachSelect’s or
Coaches’ material breach, which, if capable of being cured is not cured within 30 days of Customer’s
notice to CoachSelect describing such material breach, in addition to any other remedies available,
CoachSelect shall promptly refund to Customer the pro rata unused portion of any prepaid fees from the
date of cancellation.
8. Payments
a. Means and schedule of payment will be designated in the Order, with payment by means of one of the
two following options:
i. Credit Card Payments: estimated fees will be charged to a credit card nominated by Customer in
advance of services rendered, generally on a monthly basis. Customer authorizes CoachSelect to
make the charges disclosed herein and on the Order, including recurring payments, where
applicable. If the foregoing payment method is used, Coaching Services will begin on receipt of
first payment.
ii. Invoiced, with payment due on terms of net 30. If the foregoing payment method is used,
Coaching Services will begin upon issuance of first invoice.
a) For Coaching Engagements of three (3) months or less, payment in full is due and payable
upon the date a Client signs up for Coaching Services.
b) For Coaching Engagements exceeding three (3) months, payments will be prorated into
equal installments based on three-month payment intervals, with the first payment due
and payable upon the date a Customer executes the initial Order, and remaining invoices
issued every three months thereafter in advance of services rendered.
b. In the event of a failed payment or nonpayment, CoachSelect will promptly notify Customer to rectify
the situation. Until payment has been received, no Coaching Sessions will be conducted. A finance
charge of 1.5% per month (or the maximum amount allowed by law, if less) shall accrue on any Fees not
being disputed in good faith that remain unpaid for more than ten (10) days after becoming due. If any
Fees remain unpaid for more than thirty (30) days after becoming due, Customer agrees that
CoachSelect reserves the right to deem such failure to pay as an effective termination of the applicable
Order. Customer further agrees the prevailing party in a final non-appealable judgement by a court of
competent jurisdiction will be entitled to any attorney fees, court costs, or other costs incurred in
collection of delinquent accounts.
9. Indemnification
a. Except to the extent arising out of the gross negligence, intentional misconduct or breach of this
Agreement by CoachSelect or a Coach, Customer and each Client will indemnify, defend, and hold
harmless any Coach providing Coaching Services under this Agreement and CoachSelect and its
directors, officers and employees from and against all taxes (but not including U.S., state, or local taxes
based on CoachSelect’s income or business, generally), losses, damages, liabilities, costs, and expenses,
including attorney’s fees and other out-of-pocket legal expenses, arising directly or indirectly from or in
connection with third party claims arising out of: (i) such Client’s use of the Services and the Coaching
Services; and (ii) any data, information or other content provided to CoachSelect or the Coach by or on
behalf of Customer or such Client; and (iii) the gross negligence of Customer or such Client or the
intentional misconduct of Customer or such Client in breach of this Agreement.
b. Each Client is personally responsible for the actions he/she takes or does not take. Customer and each
Client agrees not to hold CoachSelect or the Coach liable for consequences of any actions or absence of
any actions taken by a Client as a result of coaching conversations.
10. Disclaimer; Limitation of Liability
a. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY ORDER, ANY SERVICES ARE
PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT BEARS ALL RISK RELATING
TO QUALITY, ACCURACY AND USE OF THE RESULTS OF THE SERVICES.
b. EXCEPT IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO
EVENT WILL EITHER PARTY HERETO, ITS STOCKHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE
LIABLE TO CUSTOMER OR ANY CLIENT FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR
RELIANCE UPON THE SERVICES. IN NO EVENT SHALL COACHSELECT BE LIABLE FOR
PROCUREMENT COSTS OF SUBSTITUTE SERVICES. UNDER NO CIRCUMSTANCES WILL
COACHSELECT’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS
AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR
CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY
CUSTOMER TO COACHSELECT DURING THE IMMEDIATELY PRECEDING THREE MONTH PERIOD
(DETERMINED AS OF THE LAST DATE OF ANY ACTION OR INACTION RESULTING IN COACHSELECT
LIABILITY HEREUNDER). THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND
CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN
EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE
AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL
SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
11. Intellectual Property
a. CoachSelect and the Coach shall retain all right, title, and interest worldwide in and to any trade secrets,
inventions, ideas, processes, formulas, source and object codes, data, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter
collectively referred to as “Inventions”) and all applicable intellectual property rights related to such
Inventions owned by CoachSelect or Coach, respectively, as of the effective date hereunder or
discovered, conceived, or reduced to practice by CoachSelect or Coach during the term of the
Agreement. Client shall have a perpetual, non-exclusive, royalty-free license to use any Inventions of a
Coach that are incorporated in any Coaching Services or deliverables provided to Client by such Coach,
and Client shall use Inventions for personal purposes only and shall not provide the Inventions in
tangible form to any third party.
b. For further clarity: (i) neither Customer nor any Client may copy or use for any reason (including for any
future training) any of the Inventions without prior written consent from CoachSelect; and (ii) neither
Customer nor any Client is permitted to record or videotape any Coaching or Training Session without
prior written consent of CoachSelect and Coach or Provider.
c. Subject to the Confidentiality terms set forth in Section 6, Customer and each Client hereby grants to
CoachSelect and the Coach or Provider a worldwide, non-exclusive, perpetual, irrevocable, royalty-free,
fully paid-up, sublicensable and transferable right and license to use, copy, process, transmit, store,
host, edit, modify, aggregate, combine, reproduce, distribute, display, and prepare derivative works of
any data, information, or other content provided to CoachSelect or the Coach or Provider by or on behalf
of Customer or such Client, whether through a matching surveys, feedback surveys, or otherwise, in
order for each of CoachSelect and the Coach to (a) fulfill its obligation under this Agreement and (b)
make changes or improvements to its services or develop other services.
12. Non-Solicitation and Non-Compete
a. Customer and each Client will not suggest or agree to work with any Coach or Provider in the
CoachSelect network to whom they have been introduced during the term of this Agreement by
CoachSelect directly during the term of this Agreement and for a period of one year thereafter, except in
connection with a written Order or with express written approval of CoachSelect.
b. If during the term of this agreement any Coach or Provider within the CoachSelect network to whom
Customer and any Client have been introduced during the term of this Agreement by CoachSelect
attempts to solicit Customer or any Client or works directly with Customer or any Client, Customer
and/or such Client will notify CoachSelect immediately.
c. Neither Customer nor any Client may use or access the Services for the purposes of monitoring their
performance, pricing, functionality, or for any other benchmarking or competitive purposes.
13. Applicable Law and Other Terms
a. This Agreement shall be interpreted in accordance with the laws of Delaware residents without regard to
any conflict of law principles.
b. This Agreement will be effective as of the date executed by both parties via a signed Order referencing
this Agreement.
c. This Agreement constitutes the sole and entire agreement of the parties hereto and supersedes all prior
and contemporaneous understandings and agreements, both written and oral, with respect to such
subject matter. The terms of this Agreement will govern all Services undertaken by CoachSelect for
Customer or Clients.
d. No waiver by either party hereto of any breach of this Agreement shall be a waiver of any preceding or
succeeding breach. No waiver by either party hereto of any right under this Agreement shall be
construed as a waiver of any other right.
e. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by
each party hereto.
f. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred
by either party, in whole or in part without the prior written consent of the other party, which consent
shall not be unreasonably withheld; provided, CoachSelect may assign, without Customer’s consent, this
Agreement, to (i) a wholly owned subsidiary of CoachSelect, or (ii) any entity which acquires all or
substantially all of the assets of CoachSelect or into which CoachSelect is merged or consolidated or to
any entity controlling or controlled by CoachSelect Subject to the foregoing, this Agreement will be
binding upon and will inure to the benefit of the parties and their respective successors and assigns.
g. Customer hereby grants to CoachSelect a worldwide, non-exclusive, royalty-free right and license to use
Customer’s name and logo solely in connection with CoachSelect’s marketing and advertising materials,
including without limitation, on CoachSelect's website; provided, that CoachSelect shall use such name
and logo in accordance with such written guidelines therefor as Customer may provide to CoachSelect
from time to time. In the event CoachSelect would like to use Customer’s name and logo in connection
with a public case study regarding Customer’s use of the Services, CoachSelect will obtain
Customer’s prior written approval of the content of such case study (such approval not to be
unreasonably withheld).
