Service Transfer Terms & Conditions

SERVICE TRANSFER AGREEMENT
 

    THIS SERVICE TRANSFER AGREEMENT (this “STA”) contains the terms and conditions that govern the transition of coaching services out of the coach-matching platform (the “Platform”) developed, maintained, and hosted by CoachSelect, Inc., a Delaware corporation (“CoachSelect”) with respect to the specific coaching relationship described in a written (including electronic) communication from CoachSelect that specifically refers to this STA (the “Relationship”).
 

Reference is hereby made to the agreement entered into between CoachSelect and you (as a Client or Coach, as applicable) that governs the Relationship (as amended and/or modified to date, the “Agreement”).  For purposes of this STA, capitalized terms not defined herein shall have the same meaning as those terms are given in the Agreement. 
 

BY ACCEPTING A TRANSITION OF THE RELATIONSHIP OUT OF THE PLATFORM, YOU HEREBY AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS STA.
 

    NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged by the Parties, the Parties hereto agree as follows:
   
1.    Transfer of Services. The coaching services provided in connection with the Relationship pursuant to the Agreement shall be transitioned and no longer governed by the Agreement, except for those provisions of the Agreement that expressly or should by their nature survive termination of the Agreement, including without limitation provisions related to confidentiality, indemnification, and limitations on liability. Except as otherwise set forth herein, each Party hereby agrees that the other Party hereto has fully satisfied and discharged all of its performance obligations under the Agreement with respect to the Relationship, subject to any outstanding payment obligations that have accrued under the Agreement and remain unpaid as of the effective date of this STA.
 

2.    Governing Law.  This Termination shall be governed by and construed under the laws of the same jurisdiction which governs the Agreement, without giving effect to the conflicts of laws principles thereof.
 

3.    Entire Agreement.  This Termination constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof.
 

4.    Counterparts.  This Termination may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.