(A copy will be sent to you)

This Coaching Services Agreement (this “Agreement”) is entered into by and between:

iFlower Solutions, LLC (the “Coaching Provider”); and the person receiving the coaching sessions (the “Client”) and the person paying for the sessions (the “Sponsor” if different from the “client”).

This Agreement is valid as of today and includes twelve (12) coaching sessions over the course of approximately (six) 6 months (“Term”). The Coaching Provider and the Client will schedule at least two (2) coaching sessions per month unless otherwise mutually agreed to. The Coaching Provider and the Client may extend the number of sessions by mutual agreement, and such additional coaching sessions will be governed under this Agreement.

Fees will be charged on a monthly basis and shall amount to $587 (“Monthly Fee”). The first Monthly Fee will be charged by the Coaching Provider in advance of the first scheduled coaching session, and subsequent Monthly Fees will be automatically charged every thirty (30) days thereafter.

Schedule

The Client and the Coaching Provider agree to engage in a coaching program through regular meetings either face-to-face or via video conferencing software as agreed to by the Coaching Provider and Client.

Coaching sessions are intended to last for 45-60 minutes in duration and will typically occur every other week. The time and/or location of the coaching sessions will be determined by the Coaching Provider and the Client based on their mutual agreement and will occur between 11:00 AM MST and 4:00 PM MST on Tuesdays, Wednesdays or Thursdays unless otherwise mutually agreed to by the Coaching Provider and the Client.

The Client may call or email at any time between coaching sessions if the Client needs a sounding board, has a concern, or cannot wait to share a success. The Coaching Provider asks the Client to keep calls to 10-15 minutes in duration.

Rescheduling and Missed Appointments Policy

Should scheduling conflicts, illnesses, personal emergencies, or other situations occur, the Client and Coaching Provider agree to contact one another promptly to reschedule a previously scheduled coaching session.

If the Client misses a scheduled coaching session without giving at least 24-hours’ notice to the Coaching Provider, then the Client forfeits the fees related to such coaching session and shall not be entitled to any pro rata refund of the Monthly Fees.  Notice may be given via email or call, including voicemail. The Coaching Provider realizes that emergencies do occur and may, in its sole discretion, make an exception and reschedule the missed coaching session without requiring the Client to pay additional fees for such.

Coaching Provider-Client Relationship

The Client is solely responsible for creating and implementing decisions, choices, actions, and results relating to their own physical, mental, and emotional well-being that arise out of, or result from the coaching relationship. As such, the Client agrees that the Coaching Provider is not, and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided.

The Client understands that coaching is not therapy or psychiatric practice, that coaching does not substitute for therapy or mental healthcare, and that coaching does not prevent, cure, or treat any mental disorder or medical condition.

The Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance use treatment, or other professional advice by legal, medical, or other qualified professionals.

The Client acknowledges that it is the Client’s exclusive responsibility to seek such independent, professional guidance as needed. If the Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental healthcare provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coaching Provider.

The Client acknowledges that coaching is a comprehensive process that may involve different areas of their life, including work, finances, health, relationships, education, and recreation. The Client agrees that deciding how to incorporate and implement coaching principles into those areas is exclusively the Client’s responsibility.

The Client understands that to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance, and create the time and energy to participate fully in the program.

The Client further acknowledges that the Client may terminate or discontinue the coaching relationship at any time, and that the Coaching Provider has a right to terminate the coaching relationship at any time as well.

Accountability

The Coaching Provider will make available Ivette Flower (“Coach”) to meet with the Client at the times and places designated in this Agreement or as agreed on by the Coaching Provider and the Client. The Coach will be responsible for managing the coaching relationship and client communications on behalf of the Coaching Provider.

The Client is held to a high standard of accountability. Accordingly, the Client is expected to be resourceful and take full responsibility for doing work between sessions to achieve the desired results.

Additionally, the Client is expected to provide constructive feedback about the quality and usefulness of the coaching and be forthright about a desire to restructure or terminate the coaching.

Confidential Information

“Confidential Information” means all non-public, confidential or proprietary information of either party that is disclosed or otherwise made accessible to the other party, whether in oral, written, electronic, or any other form or media, and whether or not marked or otherwise identified as confidential or proprietary, including, but not limited to, information related to the coaching relationship, Coaching Materials (as defined below), or the coaching services.

Confidential Information does not include information that:

• was in the receiving party’s possession prior to its being furnished by the disclosing party;
• is, or becomes, publicly available without a breach of this Agreement by the receiving party;
• is obtained by the receiving party from a third party, without breach of any obligation to the disclosing party; or
• is independently developed by the receiving party without use of or reference to the Confidential Information.

Confidentiality Obligations of Client:

The client acknowledges that any materials, documents, techniques, or processes utilized by the Coaching Provider in service of the coaching relationship (“Coaching Materials”) is the Confidential Information of the Coaching Provider. Coaching Provider is and will be the exclusive owner of all right, title, and interest in and to the Coaching Materials and coaching services provided under this Agreement, whether completed or works-in-progress, and all related copyright, patent, trade secret, moral rights, and other intellectual property rights in any of the foregoing. The Client agrees not to disclose any Coaching Materials to third parties without the Coaching Provider’s prior written consent.

Confidentiality Obligations of Coaching Provider:

Coaching Provider is bound by the principles of confidentiality set forth in the International Coaching Foundation (“ICF”) Code of Ethics. However, the coaching relationship is not considered a legally confidential relationship like those in the medical and legal professions. Thus, Confidential Information is not subject to the protection of any legally recognized privilege. The Coaching Provider agrees not to disclose to third parties, including to any potential sponsor of the coaching relationship, Confidential Information without the Client’s prior written consent beyond the numerated exceptions below.

The Coaching Provider may:

• release the Client’s contact information to ICF as part of the Coaching Provider’s professional coaching certification process (as described in more detail below);
• disclose Confidential Information in order to comply with a statute, subpoena, court order, or other legally required disclosure; and
• disclose Confidential Information to the proper authorities if the Client should report to the Coaching Provider:
  • any criminal activities,
  • threats or potential threats either to themselves or to others;
  • information about any dangerous situations, including situations involving the welfare of children; or
  • any cases in which the Coaching Provider is required to report activities by law.

The Client should also be aware that communication technologies like email, cell phones, and Zoom may pose confidentiality risks. Using a corporate/company/organizational email account may affect the confidentiality of email. By using these methods, the Client understands and has determined that it is appropriate for the coaching sessions and acknowledges and agrees that the Coaching Provider shall have no liability for any breach of confidentiality arising out of the use of such technologies or accounts.

The Client also acknowledges his/her continuing obligation to raise any confidentiality questions or concerns with the Coaching Provider in a timely manner.

Release of Information to the ICF:

The Coaching Provider engages in training and continuing education commensurate with the process of ICF credentialing. As part of this process, the ICF requires the names and contact information of all Clients for possible verification. By signing this agreement, the Client agrees that the Coaching Provider may release only the Client’s name, contact information, and start/end dates of the coaching relationship to ICF staff members and/or other parties involved in this process for the sole and necessary purpose of verifying the coaching relationship. No personal notes will be shared. According to the ethics of coaching, topics and scenarios may be anonymously and hypothetically shared with other coaching professionals for training, supervision, mentoring, evaluation, professional development, and consultation purposes.

Termination

The Client may terminate the Agreement at any time prior to the end of the Term upon fourteen (14) days’ written notice to the Coaching Provider (“Termination Notice”) and subject to a $50 administrative fee. The Client must pay the $50 administrative fee within fourteen (14) days from the Coaching Provider’s receipt of the Termination Notice (the “Termination Period”). If any future Monthly Fees are due within the Termination Period, the Client will still be liable, and will be automatically charged, for such Monthly Fees. For any Monthly Fees due outside of the Termination Period, the Client will no longer be liable, and will not be charged, for such Monthly Fees.

Limited Liability

Except as expressly provided in this Agreement, the Coaching Provider and its members, officers, EMPLOYEES, And agents, including Coach (the “Limited Parties”), make no guarantees, representations, or warranties of any kind or nature, express or implied with respect to the coaching services negotiated, agreed upon, and rendered. In no event shall the Limited Parties, together or separately, be liable to the Client for any indirect, consequential, incidental, punitive, exemplary or special damages arising out of or related to the services provided or this agreement. Notwithstanding any damages that the Client may incur, the Limited Parties’ maximum liability under this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to the Coaching Provider under this Agreement.

Governing Law; Venue

Without reference to its conflict or choice of law rules or principles, the laws of Colorado govern all matters with respect to this Agreement. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado for any legal action arising out of this Agreement.

Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Entire Agreement

This document reflects the entire agreement between the parties and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations. The Agreement may not be amended, altered, or supplemented except as consented to in writing by both the Coaching Provider and the Client.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such a provision it would become valid and enforceable, then such a provision shall be deemed to be written, construed, and enforced as so limited.

Coaching Provider: iFlower Solutions, LLC

BY CHECKING THE BOX, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ABOVE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AS OF THE DATE SET FORTH ABOVE