Terms of Service for Short-Term Services
By purchasing a one-off coaching session or a coaching package of finite duration, you agree to the following terms and conditions.
Here's the most important part: I’m so sure that I can provide at least one piece of high-value advice that I offer a 100% money-back guarantee. If at the end of our call you feel you have not gotten your money’s worth, just let me know and I’ll refund your payment in full.
Thank you for choosing Agile Professionals LLC — we are excited to work with you on improving your legal operations and strategy.
As much as possible, we have tried to make this agreement a plain-language document, but a few areas require more precise legal language. Specifically, we use “we” to refer to ourselves, “you” to refer to you, but we’ll say “both parties” if we and you both need to do something.
2. Scope of Services
Our services fall within the traditional scope of consulting, training, and coaching. This limited coaching engagement is focused on information and advice; nothing herein obligates us to perform any work or complete any deliverables on your behalf.
Our ability to deliver our services effectively depends on your participation, so you must cooperate in making the time, people, and resources available as needed for the specific project to succeed.
Please note that while some members of the Agile Professionals team are licensed attorneys, we will not be acting as attorneys or legal counsel in our relationship with you unless both parties specifically agree otherwise in a separate writing. Therefore, none of our services are intended to be legal advice or services, and you agree not to construe them as such.
Although we retain professional liability coverage applicable to our normal consulting services under this agreement, that policy specifically excludes coverage for legal services.
3. Fees and Payment
For one-off and short-term purchases, you will pay the full purchase price at the time you book the relevant product or service.
As discussed more fully below, both parties intend for this relationship to be one where we are your independent contractor. Accordingly, you will not be required to withhold any taxes from your payment to us, and we will be solely responsible for paying all taxes, fees, or penalties (though we hope they never arise) to any appropriate jurisdiction.
We occasionally enter in to affiliate agreements with certain sellers or other service providers where we may receive a commission or other payment when our referrals make purchases from those entities. One such example is our use of the Amazon.com affiliate program for purchases of books or other products we recommend. We are discerning when we enter into these relationships and only recommend products and services that we have personally vetted and would truly endorse regardless of any affiliate relationship. We will never hide the fact that we receive these referral fees, so if you ever have questions about our affiliate relationships please don’t hesitate to ask.
4. Value Adjustments & Guarantee
It is our goal at all times to deliver strong value to you and your team. If you feel like we have fallen short of (or dramatically exceeded) that goal in any specific engagement, we invite you to adjust your payment amount to fully align with the value you feel you have received.
Within 24 hours of the start of our call, you may contact us to request a value line adjustment to the price you paid to accurately reflect the value you feel you have received. Although we would like to know why you are making any adjustments, you can also let us know if you would like to do so “no questions asked.” For prepaid services, we will issue a full or partial refund if necessary to achieve the adjusted amount. Please allow up to two weeks for processing of any refunds.
Please note that value adjustments cannot be made to any expenses that you must pay or reimburse under this agreement.
5. Our Independent Contractor Relationship
Both parties intend that we are an independent contractor and that none of our employees, personnel, or contractors are your employees. We will be responsible for all rights and duties of employment for our employees, including without limitation: (a) federal, state, and local income and employment taxes and social security contributions; (b) workers’ compensation, health benefits, vacation pay, holiday pay, profit sharing, retirement, pension, disability benefits, and other health and welfare benefits, plans, or programs; and (c) insurance.
This agreement is not intended to and does not create an agency relationship between you and us, nor does it establish a joint venture or partnership. Neither party has the authority to bind the other party or represent to any third party that either party is an agent of the other.
Finally, as noted above, this agreement is not intended to and does not create an attorney-client relationship of any kind between us and you. Any such relationship (and any applicable privileges) will require a separate written agreement to that effect.
6. Confidentiality, Nondisclosure, Data Protection, & Security
Definition. “Confidential Information” means all material and information (including material and information subject to the attorney-client privilege) disclosed or otherwise made available (directly or indirectly) by one party (or its partners, members, employees, or other authorized representatives) (each a “Discloser”) to the other party (or its partners, members, employees, or other authorized representatives) (each a “Recipient”) through any means of communication or observation in connection with this agreement, except any material or information that: (1) is in the Recipient’s possession at the time of disclosure; (2) is independently developed by the Recipient without use of or reference to Confidential Information; (3) becomes known publicly, before or after disclosure, other than as a result of the Recipient’s improper action or inaction; (4) is approved for release in writing by the Discloser, or (5) is disclosed pursuant to and in accordance with a judicial or other governmental order, but only if the Recipient promptly notifies the Discloser of the order and complies with any applicable protective or similar order.
Ownership. The Recipient acknowledges and agrees that the Discloser’s Confidential Information is owned by the Discloser (or its clients or customers), and that the Recipient has no ownership interest in the Discloser’s Confidential Information. To the extent any of Client’s Confidential Information is protected by attorney-client, doctor-patient, or other privilege, this agreement is not intended to limit or adversely affect such privilege.
Nondisclosure. The Recipient shall not: (a) disclose any Confidential Information to any third party, except as expressly authorized in writing by the Discloser; or (b) use or access any Confidential Information, except as is necessary in connection with this agreement.
Notification and Assistance Obligations. The Recipient shall: (a) promptly notify the Discloser of any known unauthorized use or disclosure of Confidential Information, or any other breach of this section 6; and (b) assist the Discloser in every reasonable way to retrieve any Confidential Information that was used or disclosed by the Recipient without the Discloser’s specific prior written authorization and to mitigate the harm caused by the unauthorized use or disclosure.
Trade Secrets. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), the parties are on notice and acknowledge that, notwithstanding any other provision of this agreement:
Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
Return of Confidential Information. Within 30 days of a written request by the Discloser or the termination or expiration of this agreement, the Recipient shall return or destroy all originals and copies of all Confidential Information in the Recipient’s possession, custody, or control, and provide written certification of such return or destruction; provided, however, that the Recipient may retain any part of the Confidential Information to the extent (a) required by law or a regulatory authority; (b) saved as part of any computer records or files created pursuant to documented automatic archiving and backup procedures; (c) necessary to satisfy records retention requirements applicable to its business. In the event that the Recipient retains any Confidential Information as permitted under this section, the Recipient shall not disclose or use such Confidential Information for any purpose other than the specific and limited purpose for which such Confidential Information was retained.
7. Intellectual Property Rights
Definition. “Work Product” means any tangible or intangible work or work product (including code, software, development tools, routines, subroutines, programs, data, materials, applications, modules, designs, other works of authorship, formulas, processes, compositions of matter, databases, mask works, improvements, logos, symbols, trademarks, trade secrets, discoveries, algorithms, formulas, ideas, and inventions), whether completed or in-progress and whether or not patentable or registrable under patent, copyright, trademark, or similar laws, that we develop, make, conceive, reduce to practice, or create, either alone or jointly with others, for or on behalf of you under this agreement (or otherwise for use in or related to your business).
Ownership. We will retain all right, title, and interest in and to all Work Product.
License. Subject to your full performance of all of your obligations under this agreement (including full payment of all amounts due to us, less any Value Adjustment under section 4), we hereby grant you a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to all Work Product that we deliver to you under this agreement.
8. Statements of Fact
By Us: We state that the following facts are true: (a) we will perform the services using qualified personnel, in a professional manner, and in accordance with this agreement; (b) we are authorized to disclose our Confidential Information to you in connection with the services, and (c) our performance of the services will not infringe upon or violate (1) the intellectual property or personal rights of any person or entity or (2) any other agreement to which we are a party.
By You. You state that the following facts are true: (a) you are authorized to disclose your Confidential Information to us in connection with the services; and (b) your engagement of us and use of the services will not violate any other agreement to which you are a party.
Disclaimer. Except as otherwise expressly set forth in this agreement, the parties expressly disclaim all warranties (express and implied), including but not limited to the warranty of merchantability and the warranty of fitness for a particular purpose.
- “Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.
- “Litigation Expense” means any reasonable out-of-pocket expense (including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements) incurred in defending a Proceeding or in any related investigation or negotiation.
- “Loss” means any amount (including any interest) awarded in or paid in settlement of any Proceeding but excluding any Litigation Expenses.
- “Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding, including any related appeal or review.
Indemnification by You. Subject to the notification requirements and limitations set forth below, you shall indemnify us (and our partners, members, employees, and subcontractors) (collectively “Our Indemnitees”) against all Indemnifiable Losses arising out of any Proceeding brought by any third party against one or more of Our Indemnitees and which arises out of your use of the Work Product or services.
Indemnification by Us. Subject to the notification requirements and limitations set forth below, we shall indemnify you (and your partners, members, and employees) (collectively “Your Indemnitees”) against all Indemnifiable Losses arising out of any Proceeding brought by any third party against one or more of Your Indemnitees and which (a) alleges that the Work Product or services infringe any copyright, patent, or trademark, constitutes a misappropriation of any trade secret, or violates any other intellectual or proprietary right of any person or entity, but not to the extent that the claim or proceeding arises out of: (1) your combination of the Work Product or Services with any service or product not provided by us, where the infringement, misappropriation, or violation would not have occurred but for the combination or (2) your modification of the Work Product or services, where the infringement, misappropriation, or violation would not have occurred but for the modification; (b) alleges any negligent act or omission or willful conduct by us, (c) arises out of our failure to pay any tax in connection with payments received by us under this agreement; or (d) arises out of our breach of any representation, warranty, or covenant in this agreement.
Limitations on Indemnity. The indemnification obligations under this agreement do not apply to any Claim arising out of the willful or negligent acts or omissions of the party seeking indemnification.
Notice and Procedures. To receive the foregoing indemnities, the party seeking indemnification must notify the indemnifying party in writing of a claim or suit promptly and provide reasonable cooperation (at the indemnifying party’s expense) and full authority to defend or settle the claim or suit. Neither party will have any obligation to indemnify the other under any settlement made without its written consent.
Exclusive Remedies. The rights granted under this section 9 are the exclusive remedies available under this agreement in connection with any Indemnifiable Losses.
10. Limitations of Liability
Limitations. Except for the indemnification obligations in section 9 above:
- Neither party will be liable for (1) any damages in any breach of contract claim that the breaching party could not reasonably have foreseen on entry into this agreement or (2) any punitive damages.
- In any event, neither party will be liable to the other party for damages in any claim in excess of the aggregate amount of fees for services to be performed by us under this agreement (whether paid, due, or not yet due).
Application. The parties acknowledge that the liabilities limited by this section 10 apply: (a) to liability for negligence; (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if the breaching party is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if the injured party’s remedies fail of their essential purpose. If applicable law limits the application of the provisions of this section 10, our liability will be limited to the maximum extent permissible.
11. Term and Expiration
Term. The term of this agreement will commence on the date a coaching session or series is purchased effective date and will expire upon the conclusion of the last coaching session.
Effect of Expiration or Termination. Except as otherwise expressly stated in this agreement, the expiration or earlier termination of this agreement (regardless of how it occurs) will not relieve a party of any obligations that have accrued before the expiration or termination.
12. Dispute Resolution
Arbitration. Any dispute or controversy arising under or in connection with this agreement (except for any proceeding where a party is seeking injunctive or other equitable relief, as discussed below) will be resolved exclusively by mandatory and binding arbitration in Portland, Oregon, by a sole arbitrator and in accordance with the rules then in effect of the Arbitration Service of Portland, Inc. (or other arbitration service the parties agree to in writing).
If no party’s claim exceeds $10,000 (exclusive of interest, attorney fees, and arbitration costs), the dispute will be resolved by submission of documents unless the arbitrator determines that an oral hearing is necessary. Within 14 days after appointment of the arbitrator, the arbitrator will schedule a preliminary case management teleconference to establish fair and equitable procedures for the submission and review of documents. The final date for submissions (including any response and replies, if permitted) must be no later than 120 days after arbitration is initiated.
In all other cases, the applicable arbitration rules will determine the schedule and procedures.
Injunctive and Other Equitable Relief. The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that in addition to damages, the other party will be entitled to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.
Judgment. The successful party may enter the arbitral judgment in any court having jurisdiction.
Waiver of Jury Trial. The parties waive their respective rights to trial by jury in any action or proceeding involving this agreement or the transactions relating to its subject matter.
Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws rules.
Remedies Cumulative. The rights and remedies available to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.
Notices. All notices and other communications under this agreement must be in writing and may be delivered by any of the following methods (if available): (a) in-person, (b) by a next-day courier service, (c) by first-class, registered, or certified mail, postage prepaid, or (d) by email. Notices will be deemed effective (x) when delivered in person, (y) three days after mailing by first class mail, or (z) upon confirmation of receipt when sent by courier, registered or certified mail, or email. Each party’s contact information for notices is set forth at the top of this agreement. A party may change its contact information by giving the other party notice in accordance with this section, which change will be deemed effective not less than 10 days after the effective date of the notice.
Calculation of Dates. Any date specified in this agreement for the performance of any obligation or commencement or expiration of any time period which is a Saturday, Sunday, or legal holiday will be extended to the first regular business day after such date which is not a Saturday, Sunday, or legal holiday. For purposes of this agreement, the Friday following Thanksgiving day will be deemed to be a legal holiday.
Assignment. Neither this agreement nor any of the rights, interests, or obligations under this agreement may be transferred by any party to any third party without the prior written consent of the other party, which consent may be unreasonably withheld, conditioned, or delayed.
Amendments. This agreement may not be amended or modified except by a written document signed by all parties to this agreement.
No Waiver. No waiver is effective unless it is in writing and signed by the waiving party. The failure or refusal by a party to enforce any of its rights under this agreement will not be deemed to be a waiver of such rights.
Severability. The parties acknowledge that if a dispute between the parties arises out of this agreement or the subject matter of this agreement, the parties would want the court or arbitrator (as applicable) to interpret this agreement as follows:
- with respect to any provision that the court or arbitrator (as applicable) holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision;
- if an unenforceable provision is modified or disregarded in accordance with this section, by holding that the rest of the agreement will remain in effect as written;
- by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and
- if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, by holding the entire agreement unenforceable.