THIS SERVICES AGREEMENT (the "Agreement") is entered into this Xth day of __________, 20XX, by and between the Client and the Practitioner identified below.
CLIENT
Client Name Client Address City, State, Zip/Postal Code
(the "Client")
PRACTITIONER
Karen I ANĀYA ANĀYA City, State, Zip/Postal Code
(the "Practitioner")
BACKGROUND
A. The Client wishes to engage the Practitioner based on the Practitioner's qualifications, experience, and abilities to provide services as described herein.
B. The Practitioner is willing to provide 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 the Practitioner (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
The Client hereby engages the Practitioner to provide the following services (the "Services"):
coaching, guidance, and related supportive practices offered through ANĀYA.
The Services may also include any additional tasks the Parties may agree upon in writing. The Practitioner agrees to provide such Services to the Client.
TERM OF AGREEMENT
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
PERFORMANCE
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (U.S. Dollars).
COMPENSATION
The Practitioner will charge the Client a flat fee of $0.00 for the Services (the "Compensation").
The Practitioner will invoice the Client upon completion of the Services, or according to an agreed-upon payment schedule.
Invoices submitted by the Practitioner to the Client are due within 30 days of receipt.
The Compensation as stated in this Agreement 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 Compensation.
REIMBURSEMENT OF EXPENSES
The Practitioner will be reimbursed from time to time for reasonable and necessary expenses incurred by the Practitioner in connection with providing the Services.
All expenses must be pre-approved by the Client.
CONFIDENTIALITY
Confidential Information refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Practitioner agrees not to disclose, divulge, reveal, report, or use, for any purpose, any Confidential Information obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Practitioner under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided.
OWNERSHIP OF INTELLECTUAL PROPERTY
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") developed or produced under this Agreement will remain the sole property of the Practitioner unless otherwise agreed in writing. Any materials created specifically for the Client will be licensed to the Client for personal use.
The Client may not reproduce, distribute, or share the Practitioner's Intellectual Property for any purpose other than that contracted for in this Agreement, except with the written consent of the Practitioner.
RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, each Party will return to the other any property, documentation, records, or Confidential Information belonging to the other Party.
CAPACITY / INDEPENDENT CONTRACTOR
In providing the Services under this Agreement, it is expressly agreed that the Practitioner is acting as an independent contractor and not as an employee. The Practitioner and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
SCOPE OF PRACTICE
The Client understands and acknowledges that the Services provided are not a substitute for medical, psychological, or psychiatric care. The Practitioner does not diagnose, treat, or cure any medical or mental health condition. The Client agrees to consult with appropriate licensed professionals as needed.
RIGHT OF SUBSTITUTION
Except as otherwise provided in this Agreement, the Practitioner may, at the Practitioner's absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Practitioner under this Agreement.
In the event that the Practitioner engages a sub-contractor:
the Practitioner will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Practitioner;
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Practitioner.
AUTONOMY
Except as otherwise provided in this Agreement, the Practitioner will have full control over working time, methods, and decision making in relation to provision of the Services. The Practitioner will work autonomously and not at the direction of the Client, while remaining responsive to the reasonable needs and concerns of the Client.
EQUIPMENT
Except as otherwise provided in this Agreement, the Practitioner will provide, at the Practitioner's own expense, any and all tools, materials, supplies, and any other items necessary to deliver the Services.
NO EXCLUSIVITY
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
CANCELLATION & RESCHEDULING
The Client agrees to provide at least 24 hours' notice to cancel or reschedule any session. Sessions cancelled with less notice may be forfeited or charged in full at the Practitioner's discretion.
NOTICE
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the addresses provided above, or to such other address as either Party may from time to time notify the other, including electronic delivery to karen@anayawithin.com.
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. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
The Practitioner will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided herein.
ENUREMENT
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 / HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
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
This Agreement will be governed by and construed in accordance with the laws of the State of __________________.
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.
WAIVER
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.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this Xth day of __________, 20XX.
By signing below, the Client acknowledges that they have read, understood, and agreed to the terms of this Agreement.