Engagement Letter 


Engagement Details


YESCO Franchising LLC dba YESCO Business Coaching (YESCO) and its affiliates will provide without limitation a portfolio of programs for fostering practices of leadership, management, training, coaching, collaboration, and maintenance of organizational standards. 


The Terms and Conditions set forth below apply to all services by YESCO to the registered individual (“Client”) and constitute a contract for service(s). 


In return for the fees payable by the Client, YESCO agrees to provide the service(s) in accordance with the Terms and Conditions set forth below. 


Participation by the registered individual in the initial “Coaching Session” implies acceptance of the Terms and Conditions and commences a contractual relationship between the parties. 


Terms and Conditions


Independence


The Client retains YESCO to facilitate in providing without limitation a portfolio of programs for fostering practices of leadership, management, training, coaching, collaboration and maintenance of organizational standards. The Client acknowledges YESCO are not employees of the Client and grants no authority to act in any other capacity than business advisor/coach/consultant. 


YESCO shall use commercially reasonable efforts in the performance of its duties under this Agreement and shall spend sufficient time fulfilling its obligations to the Client. 


Pricing

 

YESCO will facilitate a portfolio of programs conditioned on subscriptions and packages purchased by the Client in accordance with the following stipulations:


YESCO shall not be prohibited from providing additional packages and/or other services as it determines appropriate.


Payment


The Client understands their method of payment will be kept on file for assessing purchases as applicable. YESCO will withdraw funds using the payment method on file. Funds withdrawn are non-refundable except as expressly established by these Terms and Conditions. 


UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WOULD LIKE TO CANCEL IN A SUBSCRIPTION, YOU UNDERSTAND YOUR ENROLLMENT WILL CONTINUE AND YOU AUTHORIZE YESCO TO COLLECT THE THEN APPLICABLE FEE USING ANY ELIGIBLE PAYMENT METHOD ON RECORD.


Refunds


YESCO does not offer refunds of any kind, including for unused or unfinished “Coaching Sessions.” YESCO does not offer the ability to transfer unused services to other users at any time.


Coaching Sessions


Unless otherwise agreed upon by both parties, coaching sessions will be conducted by video conference. Coaching session duration, frequency and schedule will be established and agreed upon by both parties at the initial session. Session duration, frequency, and schedule can be updated throughout the life of the engagement as agreed upon by both parties. Agenda of video conference calls will vary from call to call conditioned on program next steps.


Coaching Session Cancellation and Rescheduling


In the event the Client or YESCO must cancel and reschedule a coaching session, parties must provide at least 24 hours express written notice. In exceptional circumstances where notice cannot be given within the aforementioned timeframe, parties must act in good faith to provide notice at the earliest possible time. Cancellation of three or more coaching sessions without notice or failure to provide notice at the earliest possible time in exceptional circumstances shall provide YESCO discretionary termination rights under this Agreement.


Coaching Session Preparedness


The Client understands the value and usefulness of YESCO service(s) is dependent upon implementation of the knowledge, skills, tools, and regimens provided by YESCO through active engagement and participation in coaching sessions. The Client shall spend sufficient time preparing for each coaching session which may include without limitation gathering information, completing program materials, implementing program regimens, or working on any other assigned project or task. The Client is expected to be prepared for each coaching session as determined by completion of task assignments. Failure to arrive prepared for three or more coaching sessions shall provide YESCO discretionary termination rights under this Agreement.


Client Information


The Client represents and warrants that documents and internal information furnished to YESCO are true and correct. Such documents and internal information furnished by the Client will be relied upon by YESCO in rendering advice and making recommendations. The Client shall indemnify and hold YESCO harmless from any claim or liability which may arise on account for which outdated or inaccurate information was submitted by the Client.


Client Communication


The Client understands YESCO are not employees of the Client creating the need for a collaborative, professional relationship where mutual professional respect, courtesy and consideration are expected. The Client agrees to respond to communications, questions, and requests from YESCO in a timely manner. The Client understands YESCO is a business with other clients to serve, and requires fair, reasonable notice in order to attend to requests and projects. 


Client Requests


In the event additional information, changes, or modifications regarding facilitation of the program are desired, beyond altering the Terms and Conditions of this agreement, the Client must submit such requests in writing. YESCO shall use commercially reasonable efforts to respond to Client Requests within three (3) business days but no later than five (5) business days.


YESCO® and its Affiliates Responsibilities


YESCO will facilitate in providing without limitation a portfolio of programs for fostering practices of leadership, management, training, coaching, collaboration, and maintenance of organizational standards, conditioned on the package purchased. Results are conditioned on the Client’s ability to implement the knowledge, skills, tools, and regimens provided. YESCO does not expressly or impliedly guarantee or warrant any results of the Client. The Client’s results are conditioned on variables beyond the control of YESCO.


Termination of Engagement


Notwithstanding any provisions or language in this Agreement to the contrary, YESCO may terminate this Agreement without prior written notice when the:


Conclusion of Engagement


Conclusion of the contract and engagement between each party is determined by the satisfactory completion of an implementation checklist included with each purchased package. YESCO shall have full discretion to determine satisfactory completion of its implementation checklist under a reasonable person standard. Upon receipt of a completed implementation checklist, the Client agrees this contract has been satisfied and the relationship between the Client and YESCO has concluded.



No Assurance on Financial Data 


Facilitation of some services is dependent on data available to YESCO and information provided by the Client. YESCO will not examine, compile or verify any financial information. YESCO will not express any opinion or other form of assurance on financial statements of the Client. In the event services involve prospective financial forecasting, YESCO work will not constitute an examination or compilation, or apply agreed-on procedures, in accordance with standards established by the American Institute of Certified Public Accountants or otherwise, and YESCO will express no assurance of any kind on such information. YESCO makes no guarantees and takes no responsibility for the achievability of projected results. 


Confidentiality


The Client and YESCO agree each shall treat as confidential all information provided by each party regarding such party’s products, processes, designs and/or systems, intellectual property, proprietary information, technology and any information a reasonable person would consider confidential.  The Client acknowledges any product, process, design and/or system, intellectual property, proprietary information provided and shared by YESCO in pursuit of its obligations to the Client are trade secrets constituting great value to YESCO and must remain as such. To that end the Client shall not directly or indirectly (unless authorized by YESCO):







All documents and other tangible objects containing or representing condential information and all copies thereof which are in the possession of the recipient shall be and remain the property of the originating party and shall be promptly returned to it upon its request.




Non-Solicitation 


During the term of this agreement and for one year afterward, YESCO and the Client agree that neither will solicit nor recruit any individual who is an associate of YESCO or an employee of the Client, without the express permission of the other party. If the Client desires to hire the business advisor/coach/consultant, the Client will pay YESCO 25% of first-year salary fee. This fee is due upon hiring. 


Disclaimer of Warranty


YESCO does not expressly or impliedly guarantee or warrant any results of the Client. The Client’s results are conditioned on variables beyond the control of YESCO. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, YESCO DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT ITS SERVICES. SERVICES ARE PROVIDED “AS IS”.


Limitation of Liability 


Neither party shall be liable to the other or any third party for any special, consequential, exemplary or incidental damages (including lost or anticipated revenues or profits relating to the same, or cost of procurement of substitute products, services, or technology), arising from any claim relating to this agreement or the subject matter hereof, whether such claim is based on warranty, contract, tort (including negligence or strict liability), or otherwise, even if an authorized representative of such party is advised of the possibility or likelihood of the same. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. In no event shall either party's aggregate liability to the other exceed the amounts paid by the Client to YESCO hereunder. 


Indemnification 


The Client, to the extent permissible by law, will indemnify YESCO against any and all claims arising out of or related to the services performed under this Agreement. The Client shall not have an obligation to indemnify YESCO if the claim is determined by a non appealable judgment arising from bad faith, willful misconduct, or gross negligence in performing the services. 


Governing Law and Arbitration 


This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice of law provisions.


Any dispute or claim arising out of or relating to services covered by this agreement or any other Services hereafter provided by YESCO to the Client shall, in good faith, be resolved through negotiation. 


If a resolution is not reached within 30 days, then, upon notice by either party, all disputes, claims, questions, or differences shall be settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. Arbitration shall take place in Salt Lake City, Utah. Judgment on any arbitration award may be entered in any court having jurisdiction. The Arbitrator shall cause its written decision to be delivered to all parties involved in the dispute and is directed to enter a default judgment against any party refusing to participate in the arbitration proceeding within thirty days of any deadline for such participation. Any decision made in Arbitration shall be final, binding and conclusive on the parties to the dispute, and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The prevailing party shall be awarded its costs, including attorneys' fees, from the non-prevailing party as part of the arbitration award. Any party shall have the right to seek injunctive relief from any court of competent jurisdiction in any case where such relief is available. The prevailing party in such injunctive action shall be awarded its costs, including attorney's fees, from the non-prevailing party.


It is agreed that no claim arising out of services rendered pursuant to this agreement shall be asserted more than two years after the date of the last work performed by YESCO. 


In the event YESCO is requested, or authorized by the Client, or is required by government regulations, subpoena or other legal process to produce its documents or personnel as witnesses regarding its engagements for the Client, the Client will reimburse YESCO for its time and expenses and the incurred fees and expenses of its counsel in responding to or complying with such requests, so long as YESCO is not a party to the proceeding in which the information is sought.


Severability


Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


Entire Agreement


This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any other agreement between the parties, whether written or oral.  No change, termination or attempted waiver of any of the provisions shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.