This agreement (this “Agreement”) is by and between Kate Walker (“Consultant”) and CLIENT (“Client” or “You” and together with Consultant, the “Parties”, and each a “Party”).
WHEREAS, Consultant is in the business of providing HR consulting services related to Kate Walker Executive Coaching; and WHEREAS Client desires to retain Consultant to provide said consulting services, and Consultant is willing to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and Client agree as follows:
1. Consultant-Client Relationship.
An effective consulting relationship requires mutual understanding and respect between the Consultant and the Client. That requires the parties to agree to some basic tenets of consulting and collaboration, including:
Consultant and Client agree to communicate honestly, to be open to feedback, and to make time and space to participate fully in consulting / advisory conversations called for hereunder. Client specifically agrees to be open to conversation, observations, and feedback.
You agree that the Consultant has not made any guarantees about your business results, whether recommended during any advisory conversation or not. You recognize that your business results will be the result of your company’s and individual efforts, integration of discoveries, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Consultant.
Client is solely responsible for creating and implementing their own decisions, choices, actions, and results arising out of or resulting from the consultant relationship and their consulting calls and interactions with the Consultant.
The parties shall engage in Interim HR consulting conversation and advisory that will last for the duration of the selected timeframe (month to month) and will be conducted by video call such as Zoom, or phone call. Consultant and Client will agree to a mutually agreeable time for meetings.
Consulting shall begin as soon as May 4, 2023 or upon the signature date of the Contract.
In consideration of the provision of the Services by the Consultant, Client shall make payment of $X per hour, which is due immediately upon your receipt of invoice - usually sent out bi-weekly. Payment to Consultant of such fees shall constitute payment in full. Consultant shall provide Client with a W-9 for Taxpayer Identification.
4. Procedure, Scheduling, and Time Worked.
Client and Consultant have agreed to start with 12 hours per week. Consultant will inform the Client if their work requests and obligations require more than 12 hours per week.
Consultant and Client will agree to a mutually agreeable time for meetings. All meetings and replying to communication are billable time. Consultant will aim to reply to email communications within 24 hours.
5. Cancellation Policy.
Please cancel or request to reschedule meetings at least 24 hours in advance. Failure to do so may result in that meeting time being billed. There is also an 8-minute grace period to attend our meetings, or the meeting will be canceled and billed.
The Consultant shall treat the relationship with the Client, as well as all information shared by the Client, as confidential. Consultant shall not disclose the existence of the relationship, or any information shared during the consulting sessions without the Client’s written consent. This means that the Consultant will not disclose the Client’s name as a reference without the Client’s consent.
Clients should be aware that a consultant-client relationship does not give rise to privilege or any other legally protected confidentiality. That means that the Consultant could be ordered by a court to disclose information related to the relationship. Consultant will notify Client of any legal request that would implicate Client’s information prior to disclosing it but may not be able to oppose disclosing the information.
Confidential Information does not include information: (a) known to Consultant prior to Client disclosing it; (b) that is generally known to the public or in the industry; (c) obtained by Consultant from a third party, without breach of any obligation to the Client; or (d) that is or was developed independently by Consultant without use of or reference to the Client’s confidential information.
The Consultant dedicates time, energy, and resources to support the Client. If Client wishes to cancel future consulting support, Client shall provide the Consultant with as much notice as possible.
If the Consultant is unable or no longer willing to provide the Services, the Consultant will offer as much notice as possible to conclude services.
8. Limitation of Liability.
IN NO EVENT SHALL CONSULTANT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
9. Entire Agreement.
This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
13. Relationship of the Parties.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other forms of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever.
14. Dispute Resolution.
Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Alpharetta, Georgia under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This Agreement shall be governed by and construed in accordance with the laws of California, without effect of any conflicts of law provisions.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
By signing below, I agree to the terms and conditions of this contract.