COACHING MASTER SERVICE AGREEMENT
Last Updated: February 14th, 2019
This Master Services Agreement (the “MSA” or “Agreement”) shall govern the provision of services to the client (the “Client”) by Tailored Fundraising Solutions, LLC (“Tailored”), mutually referred to as the “Parties”. Additional terms, such as the services and deliverables to be provided hereunder and the amount of fees payable are set forth on the agreed upon and signed Statement of Work (the “SOW”) which is hereby incorporated herein by this reference and may, from time to time, be amended upon the written consent of both Parties. In the event of any conflict between the terms of any SOW and the terms of this MSA, the terms of the MSA shall control.
The Client is of the opinion that Tailored has the necessary qualifications, experience and abilities to provide services to the Client.
Tailored is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Tailored (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
The Client hereby agrees to engage Tailored to provide the Client with services (the "Services") consisting of the Coaching Arrangement described in this agreement.
Overview: the Client relationship is a partnership between a Tailored Coach (the “Coach”) and the Client. In no way is the coach the authority in the Client’s life. The Coach will provide a supportive environment by equipping the Client with tools and a process that will allow him or her to effectively engage potential partners into involvement with his or her ministry. Our goal is to maximize the Client’s strengths and minimize the impact of weaknesses as they engage their network. The Client is responsible for decisions made and actions taken as a result of the coaching sessions. After each call, a summary of the session will be sent along with any agreed upon action steps. The focus of the coaching may include any of the following: communication skills (verbal and written), financial goals and outcomes, strategic fundraising plan, development of a core message, on-going communication plan with current and future potential partners, enlisting advocates on behalf of the work, presenting to groups and committees, belief systems around giving and partnership development based on biblical precepts, managing the relationships in your network, personal invitation to partnership that allows them to respond honestly and generously, and self-management and self leadership.
Emotional Barriers: if there are emotional barriers that require professional help, the Coach will ask the Client to address those items with a licensed therapist and possibly discontinue with the Client until professional therapy is completed, if the barriers prevent a client from fundraising altogether.
Appointments: the Client agrees to meet consistently with their Coach via Zoom or some other virtual meeting space for up to one hour per session and continue on a monthly basis as needed. The Coach and Client will collaborate using documents saved in a personal folder on Google Drive, therefore it is requested that the Client be able to access these for their sessions.
Client Missed or Rescheduled Appointments: if the Client cancels an appointment with less than 24 hours notice, it may not be rescheduled and is considered a billable coaching session. If a Client cancels with more than a 24 hour notice the Coach and Client will work to make arrangements to reschedule that session.
Coach Missed or Rescheduled Appointments: If the Coach needs to change an appointment, it will always be rescheduled. The Coach will do their best to contact the Client within 48 hours of any missed appointment to reschedule. If the Coach schedules a vacation, the Client will always be offered the opportunity to reschedule or meet with another coach.
Session Recording: Tailored reserves the right to record any and all Client sessions for training purposes. The Client will be advised before any recording begins. The Client hereby agrees to have their sessions recorded for training purposes. The Client may request to not be recorded.
Client Satisfaction: with any assignments given, the Client has the right to accept, reject or counter offer an assignment. Tailored’s goal is an effective and satisfying coaching experience.
Referrals: If at any time the Coach observes stagnation in the coaching relationship, the Coach will address this with the Client and together they will decide whether to continue the relationship. If they decide to discontinue, the Coach and Client will work together to find a suitable solution that may involve a referral to another Tailored Coach.
ADDITIONAL SERVICES, PROJECT CHANGES
Any services outside the scope of the SOW or changes to previously approved work requested by the Client shall be the subject of an additional SOW to be approved in writing by both Parties. Each such additional SOW is hereby incorporated herein by this reference.
TERM AND TERMINATION
The term of this Agreement (the "Term") shall begin when the Client agrees to and signs the associated SOW and shall continue until the SOW is complete and delivered, or until the Agreement is terminated.
Client coaching sessions (the “Sessions“), as defined and agreed to in the associated SOW, begin within thirty (30) days of receiving the Client’s first Session payment. Client Sessions will be scheduled via email by a Tailored Coach on a first come, first serve basis.
The Term of this Agreement may be extended with the written consent of both Parties or via payment by Client of additional invoices sent by Tailored.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement in writing upon giving thirty (30) days’ prior written notice to the other Party.
Upon termination of this Agreement by the Client without Tailored’s consent, Client shall pay Tailored, in addition to all of the fees earned by Tailored pursuant to the terms hereof, an early termination fee equal to 40% of the total remaining fees payable to Tailored hereunder as specified in the SOW, plus any and all expenses and third-party costs reasonably incurred by Tailored through the effective date of cancellation.
Except as otherwise provided in this Agreement or the associated SOW, all monetary amounts referred to in this Agreement are in USD (US Dollars).
Compensation, TIME OF PAYMENT AND LATE-PAYMENT CHARGES
The Client shall pay Tailored for the work performed hereunder as set forth on the applicable SOW. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Tailored, subject to Client approval.
Invoices submitted by Tailored to the Client are Due Upon Receipt unless otherwise agreed to in writing by both Parties.
All invoices paid after thirty (30) days are considered late.
Late payments shall accrue interest at the rate of 3% per month, or the maximum allowed by law. Tailored may take appropriate action, including legal action, to collect the full amount of all invoices and late payment charges that remain unpaid for more than thirty (30) days from date of invoice. The Client hereby agrees to pay all fees, charges, costs and expenses associated with the collection on unpaid invoices, including but not limited to all attorney’s fees and court costs.
All rights of the Client herein are conditioned on Tailored’s receipt of full payment. In addition, Tailored may suspend performance of services and withhold delivery of materials until payment in full of all amounts due.
The Client will be invoiced upon initiation of the Agreement. Work will begin upon receipt of payment.
Client will be billed monthly. Payments are non-refundable.
The compensation as stated in associated SOW does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the stated compensation.
Tailored shall not be liable for any damages, losses or liabilities that may arise out of Tailored’s suspension of performance and/or withholding of materials or services due to Client’s non-payment.
Reimbursement of Expenses
Client will be notified in advance for pre-approval of any additional expenses in excess of those set forth on the SOW. At Tailored’s discretion, Client shall either pay such fees directly to the third-party vendor or reimburse Tailored therefore upon presentation of applicable invoices.
CONFIDENTIAL INFORMATION; NON-SOLICITATION
Confidential information is that which relates to the Client’s or Tailored’s research, development, trade secrets or business affairs and includes, in the case of Tailored’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Tailored and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. Confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.
The Client shall not solicit Tailored’s employees, independent contractors or consultants or engage them in any work independent the Parties’ relationship under this Agreement during the term of the Agreement and for two (2) years thereafter.
RIGHTS, OWNERSHIP AND USAGE
Subject to Tailored’s receiving full payment under this Agreement, Tailored assigns to the Client, without representation or warranty, all rights, title and interest Tailored may have in any work specifically created by Tailored for the Client pursuant to this Agreement, except that:
Tailored may use and distribute such work as part of its portfolio for promotional purposes;
Tailored shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Preliminary Work”) which have been presented to the Client but not included in the final work product. Preliminary Works means all design and code including, but not limited to, concepts, sketches, wireframes, visual presentations, artwork, illustration, interface design, branding, interaction techniques, plugins, functions, code snippets, bug fixes, features or other alternate or preliminary designs, code or documents developed by Tailored and which may or may not be shown and or delivered to the Client for consideration but do not form part of the work. Tailored retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to Tailored within thirty (30) days of completion of the services;
Tailored shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, animation files and other source files for deliverables, computer programs, source codes, or other backend and background elements, files and features incorporated into or utilized by the Work (collectively, “Background Technology”). Unless the Parties agree otherwise in a written and signed SOW, Tailored shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. Use of Background Technology for any other project, on any other website, app or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by Tailored in its sole discretion;
If the Client desires to utilize any of the Work, whether accepted or rejected by the Client hereunder, for any marketing campaign, promotion, product, website, app, service, advertisement or any other purpose outside of the scope of the SOW, then the Client shall hire Tailored to design, create, develop, market and otherwise implement such work. The Client may solicit or hire a third party to implement such Work if Tailored declines to do so, and Tailored provides written consent to the Client to hire a third party, and such third party is hired on terms in no way more beneficial than the terms first offered to Tailored.
In providing the Services under this Agreement it is expressly agreed that Tailored is acting as an independent contractor and not as an employee. Tailored and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for Tailored during the Term. Tailored is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to Tailored under this Agreement.
Any and all notices required or permitted hereunder shall be sent by email to firstname.lastname@example.org or by certified mail, return receipt requested, to the address of the party for which intended.
LEGAL CLEARANCES AND INDEMNIFICATION
The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Tailored and its officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission of the Client.
In the event that Tailored incurs any loss or expense (including reasonable attorneys’ fees and/or costs) as the result of any claim, suit or proceeding made or brought against Tailored based upon or relating to any work which Tailored has prepared for Client, which work is either approved by the Client or was based on materials, statements, ideas or instructions from Client, Client agrees to indemnify Tailored and to hold Tailored harmless from and against any such loss or expense. The obligation to indemnify Tailored hereunder shall not be deemed terminated upon cancellation or termination of this Agreement.
Limitation of Liability
Tailored shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Tailored or by Client. Tailored will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement or the associated SOW.
The services and the work product of Tailored are sold “as is.” In all circumstances, the maximum liability of Tailored, its subsidiaries, affiliates and their directors, officers, employees, development agents, agents, successors, affiliates, contractors, and assigns, to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Tailored. In no event shall Tailored be liable for any lost funding, lost data, lost content, lost profits, lost funding, lost relationships, business interruption, funding interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Tailored, even if Tailored has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Modification of Agreement
Tailored reserves the right to change or update this agreement, or any other of our policies or practices, at any time, and will notify clients by posting such changed or updated terms on this page. Any changes or updates will be effective immediately upon posting to tailoredfundraising.com. Your continued use of and payment for the Services constitutes your agreement to abide by the terms as changed. Under certain circumstances, we may also elect to notify you of changes or updates to our terms by additional means, such as by sending you an email.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles and Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW; JURISDICTION
This Agreement shall be interpreted and construed in accordance with the laws of the State of Tennessee. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in Davidson County, Tennessee for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.
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.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.