Coach Network Participation Agreement
CENTER FOR BUSINESS COACHING
COACH NETWORK PARTICIPATION AGREEMENT
Thank you for your interest in participating in the coach network (“Coach Network”) operated by the Center for Business Coaching, LLC, a Virginia limited liability CFBC (“CFBC”).
The CFBC Coach Network is the curated ecosystem of experienced coaches, consultants, advisors, facilitators, and thought partners who help the CFBC increase its influence and impact in the coaching industry while preserving brand quality, trust, and alignment with the CFBC values and methodologies.
The individuals in this network of independent business coaches and consultants may be considered for potential paid and/or unpaid “Internal CFBC Engagements” and/or “External Corporate Client Engagements” such as coaching, consulting, speaking and collaboration opportunities (the “Coach Network”). Coaches who participate in the Coach Network may be presented to CFBC leadership, members of the CFBC (“Members”) and third parties who hire the CFBC to provide coaching services (“CFBC External Corporate Clients”) when the coach’s background, experience, training, and professional expertise appear to align with a CFBC or External Corporate Client’s needs.
Participation in the Coach Network does not guarantee selection for any opportunity, minimum work, referrals, compensation, or future engagement. By submitting this Coach Network Participation Agreement and the linked Coach Biography & Information Form (“Bio & Information Form”), you are expressing interest in being considered for inclusion in the opportunities available within the Coach Network. Submission of this Participation Agreement does not guarantee selection, engagement, or the assignment of any opportunities.
By accepting the terms in this Coach Network Participation Agreement, you acknowledge and agree to the following:
External Corporate Client Engagements / Coach Match Process.
When CFBC receives a request for services from a client, CFBC will first evaluate whether the client’s needs can be met by CFBC’s internal personnel. If CFBC determines that an external coach from the Coach Network may be appropriate for the engagement, CFBC may review candidates within the Coach Network based on factors such as experience, credentials, subject matter expertise, availability, industry background, coaching style, geographic considerations, and other criteria CFBC deems relevant.
If CFBC believes you may be a suitable fit for a particular opportunity, CFBC may contact you to discuss the prospective engagement, including the nature of the client’s needs, the anticipated scope of services, compensation, timing, and other relevant details. You are under no obligation to accept any proposed opportunity.
If you express interest in proceeding, CFBC may share your professional biography, credentials, and other relevant background information with the prospective client for consideration, as reflected on the Bio Form. The client shall have sole discretion in determining whether you are an appropriate fit for the engagement.
If the client elects to proceed, CFBC may engage you to perform the applicable services pursuant to a separate agreement, statement of work, engagement letter, or other written authorization for the specific client project (each, a “Client Engagement”). Each Client Engagement statement of work shall be separate and independent, and CFBC shall have no obligation to offer you any minimum number of engagements or future opportunities.
Future Engagement Requirements. Before the CFBC engages you for any paid “Internal CFBC Engagements” or “CFBC External Corporate Client Engagements”, you must provide all documentation reasonably requested by CFBC, which may include:
An executed independent contractor agreement in a form reasonably acceptable to CFBC;
a completed IRS Form W-9;
for larger clients, CFBC may require proof of active insurance coverage meeting certain minimum requirements, as well as a certificate of insurance naming CFBC as an additional insured.
copies of applicable licenses or certifications;
background check authorization; and
execution of any additional independent contractor, confidentiality, or engagement-specific agreements reasonably required by CFBC or the client.
Failure to provide requested documentation may result in removal from consideration for opportunities.
Compensation.
If you are selected for a paid Internal CFBC Engagement or External Corporate Client Engagement, CFBC will communicate the applicable compensation structure before the engagement is finalized via a written Statement of Work (SOW).
Typically, but not always, compensation will be calculated as a percentage of amounts actually received and retained by CFBC from the applicable Client Engagement. Compensation terms will be as set forth in each applicable SOW.
Unless otherwise stated in the applicable Corporate Client Engagement SOW, compensation will be paid within thirty (30) days after CFBC’s receipt of payment from the applicable client. Partial client payments may result in proportional partial payments to you.
You acknowledge and agree that:
CFBC retains sole authority over client pricing, proposals, invoicing, collection matters, and contractual terms;
you may not independently negotiate pricing, fees, payment terms, or other commercial terms with any CFBC client unless specifically authorized by CFBC in writing;
your compensation is conditioned upon amounts actually received and retained by CFBC from the applicable client for the applicable Client Engagement; and
except as expressly set forth in a written Client Engagement or other written agreement signed by CFBC, you shall have no entitlement to compensation, commissions, residuals, or other payments relating to any prospective or actual client relationship.
Audit Rights.
Upon at least ten (10) business days’ prior written notice and no more than once per calendar year, you or your authorized representative may, at your expense, review reasonably necessary records solely to verify compensation paid to you for a specific Client Engagement. Any such review must occur during normal business hours, in a manner that does not unreasonably interfere with CFBC’s operations, and subject to CFBC’s confidentiality, privacy, and client obligations.
If an audit reveals that CFBC underpaid you by more than ten percent (10%) for the applicable period, CFBC shall promptly pay the deficiency and reimburse your reasonable, documented third-party audit costs. If the audit reveals that you were overpaid, or that any underpayment was less than or equal to ten percent (10%), you shall be responsible for all audit costs. Any overpayment identified through the audit process shall be promptly reimbursed to CFBC or may, at CFBC’s election, be offset against future amounts otherwise payable to you.
Bio Form and Information Provided.
You agree to complete and submit the linked Application and Bio Form, which is incorporated into this Participation Agreement by reference.
You represent and warrant that all information submitted to the CFBC, including but not limited to information contained in the Bio Form and supporting materials, is true, accurate, and complete.
You agree to promptly notify the CFBC of any material changes to submitted information.
The CFBC may rely upon submitted information when evaluating you for potential opportunities and presenting you to prospective clients.
Authorization to Share Information and Use Likeness.
You authorize the CFBC to use, reproduce, publish, distribute, display, and share any information that you voluntarily share with CFBC, including but not limited to the following, solely for CFBC business, promotional, referral, evaluation, marketing, proposal, and client development purposes related to the Coach Network: name; professional biography and educational background; credentials; resume or CV; likenesses, images or video; testimonials; social media posts and social media information (the “Coach-Provided Materials”). For the avoidance of doubt, this authorization includes, but is not limited to, use in: proposals and pitch materials; client presentations and communications; marketing materials; online directories; social media; CFBC websites; and other business development materials.
You understand and agree that CFBC may share your information with prospective clients of CFBC for evaluation and matching purposes.
Notwithstanding the foregoing, as between you and CFBC, all right, title, and interest in and to the Coach-Provided Materials, including all intellectual property and publicity rights embodied therein, shall remain your sole and exclusive property. Except for the limited, non-exclusive, royalty-free, revocable license expressly granted in this Section, nothing in this Agreement transfers, assigns, or conveys any ownership interest in the Coach-Provided Materials to CFBC.
You represent that you have the right to provide all submitted materials, that no submitted materials infringe upon the rights of any third party, and freely grant these permissions to CFBC.
If you are entering into this Agreement in your capacity as the representative of of an entity, or if you are an individual who is the sole or majority owner of an entity, you hereby grant CFBC a non-exclusive, royalty-free, worldwide license to use, reproduce, publish, distribute, display, and share such entity’s name, trade name, trademarks, and logos (if any) for the same purposes described in Section (a), including CFBC business, promotional, referral, evaluation, marketing, proposal, and client development purposes related to the Coach Network. You represent and warrant that you have full authority to grant such rights on behalf of the entity and that such use by CFBC will not infringe upon the rights of any third party.
Content and Media Release
Speaker Content License and Release. As part of participation in CFBC programs or opportunities, you may be invited to appear as a guest, speaker, panelist, interviewee, or contributor in podcasts, webinars, videos, live events, social media content, promotional materials, or other media produced or sponsored by CFBC ("Content"). You hereby grant CFBC and its affiliates, successors, licensees, and assigns a perpetual, irrevocable, worldwide, royalty-free, fully transferable license to record, reproduce, edit, modify, publish, distribute, display, perform, transmit, create derivative works from, and otherwise use your name, likeness, image, voice, biography, statements, and contributions made in connection with such Content, in any media now known or later developed, for business, educational, promotional, marketing, commercial, or other lawful purposes.You acknowledge that no additional compensation shall be owed for such uses unless otherwise agreed in writing.
Ownership.
CFBC shall own all right, title, and interest in and to any recordings, audiovisual works, podcasts, interviews, broadcasts, or other Content created, produced, or commissioned by CFBC that incorporates your appearance or contributions. To the extent you may have any ownership interest in such Content, you hereby assigns such interest to CFBC.
Underlying Intellectual Property and Content Rights. You retain all right, title, and interest in and to your pre-existing and independently developed intellectual property, including without limitation any methodologies, frameworks, know-how, trademarks, copyrights, trade secrets, presentations, written materials, and other proprietary content (“Underlying IP”), and nothing in this Agreement transfers ownership of any Underlying IP to CFBC. To the extent any Underlying IP is disclosed, referenced, or incorporated in connection with your participation as a speaker, guest, or contributor in any podcast, webinar, interview, video, live or recorded event, or other media produced, commissioned, or sponsored by CFBC (“Content”), you grant CFBC a perpetual, irrevocable, worldwide, royalty-free, transferable license to record, reproduce, edit, modify, distribute, publish, display, perform, transmit, create derivative works from, and otherwise use such Underlying IP solely as incorporated in or in connection with the Content and CFBC’s business, educational, promotional, and marketing purposes. CFBC shall own all right, title, and interest in and to the recordings and all Content produced by CFBC featuring your appearance or contributions, subject to your retained ownership of the Underlying IP as expressly set forth herein.
Waiver of Approval. You waive any right to inspect or approve the finished Content or any use thereof and release CFBC from any claims arising out of CFBC's lawful use of the Content as authorized herein.
Confidentiality.
Pursuant to this Coach Network Participation Agreement or in the course of an External Corporate Client Engagement, you may receive or have access to Confidential Information (as subsequently defined). You agree not to disclose or use Confidential Information except as authorized by CFBC (or, if applicable, the client or other owner of the Confidential Information) or as strictly necessary for the performance of any Client Engagement.
“Confidential Information” means all information, documents, and records concerning the business and affairs of CFBC, including without limitation, CFBC’s clients; pricing; the financial terms of this Agreement or any future independent contractor agreement; operations; strategies; materials; business practices or business plans; operational processes; trade secrets; proprietary methodologies; contracts; and any other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information also includes information belonging to the Company’s clients, vendors, affiliates, or other third parties that the Company is obligated to protect. Notwithstanding the foregoing, Confidential Information will not include: (i) information that is or becomes available to the general public through no wrongful act of, or breach of this Agreement by you; (ii) information that you receive from a third party (A) without restriction as to use or disclosure; and (B) without the breach or violation of any agreement; contractual, legal, or fiduciary duty; or applicable law, court order, or regulation; (iii) information which is independently developed by you without the benefit of or reference to, the Confidential Information; or (iv) information which was rightfully in your possession prior to disclosure by Company. Each of the forgoing exceptions are effective only after the date of the event described in each, and each of the foregoing enumerated exceptions must be established by independent documentary proof.
All Confidential Information shall be safeguarded as required by this Agreement for a period of five (5) years following the later of: (a) the date of disclosure of such Confidential Information, or (b) the termination of this Agreement or any future independent contractor agreement between the parties. Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall be safeguarded in perpetuity or for so long as such information remains a trade secret.
Independent Contractor Status.
Nothing in this Participation Agreement, or any participation in the Coach Network, creates an employment relationship, partnership, agency relationship, joint venture, or franchise relationship with CFBC. You will participate, if selected for a Client Engagement, solely as an independent contractor.
You will not hold yourself out as an employee, partner, or representative authorized to bind CFBC.
You are solely responsible for all taxes, insurance, licensing, permits, and business expenses associated with your services and business operations
No Guarantee of Work; Limitation of Participation. Participation in the Coach Network does not guarantee any coaching engagements; any minimum amount of work; any referrals or introductions; any compensation except pursuant to a Client Engagement; or continued inclusion in the CFBC network. CFBC may accept, reject, suspend, or remove you from the Coach Network at any time and in its sole discretion. CFBC reserves the right to determine whether you will be included in the Coach Network and whether you will be presented for any opportunity. Nothing in this Participation Agreement obligates CFBC to offer opportunities to you.
Non-Solicitation/Non-Circumvention.
During the term of this Agreement and for a period of three years after the termination of this Agreement for any reason, Contractor shall not directly or indirectly through another entity or otherwise, solicit or attempt to solicit any person or entity associated with CFBC as an employee, contractor, agent, customer, client, CFBC External Client Company or Potential Customer (collectively, “Restricted Persons”) located anywhere in the continental United States to receive the Services from or perform the Services for or on behalf of the Contractor or to terminate, leave, diminish, or reduce his, her or its association with CFBC.
“Potential Customer” means any person or entity reasonably expected to procure the Services from CFBC that Contractor has reason to know of. “Solicit” or “solicitation” shall include any act intended to or having the reasonably foreseeable effect of promoting Contractor’s involvement in the Services apart from Contractor’s role pursuant to this Agreement. By way of example, and not in limitation, this shall include distributing advertisements or promotional materials directly to a Restricted Person; liking, commenting, or otherwise engaging with a Restricted Person on social media platforms in regard to the Services or such Restricted Person’s engagement in activities related to the Services, or from an account in which the Contractor also promotes its involvement in the Services (whether the account is personal or commercial in nature); or efforts to make a Restricted Person aware of the solicitor’s business activities related to the Services.
Nothing in this Section prohibits:
general advertising, marketing, speaking engagements, social media activity, or other communications not specifically targeted at a CFBC client;
accepting business from a client that independently initiates contact with you without direct or indirect solicitation by you in violation of this Section; or
providing services to any person or entity with whom you had a demonstrable pre-existing business relationship prior to your introduction to such person or entity through CFBC.
For purposes of this Section 10, a “pre-existing business relationship” means a relationship that existed prior to CFBC’s introduction of the client and that can be reasonably documented through written communications, contracts, invoices, CRM records, or similar contemporaneous business records.
Termination. Either party may terminate this Agreement at any time, for any reason, upon written notice to the other party. Following termination, CFBC will use commercially reasonable efforts to discontinue future use of the Coach-Provided Materials within a reasonable period of time. Notwithstanding the foregoing, CFBC shall have no obligation to recall or remove previously distributed printed or archived materials, prior proposals or client communications, or materials already shared with prospective or existing clients, and CFBC shall have no obligation to notify any third party regarding the termination of this Agreement or your removal from the Coach Network. Termination of this Agreement shall not affect, limit, or excuse performance of any obligations arising under any separate agreement relating to a Client Engagement, including with respect to any accepted or ongoing Client Engagements.
General Provisions.
Entire Agreement; Amendment. This Agreement (including any documents incorporated by reference) constitutes the entire agreement between you and CFBC relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter. This Agreement may not be amended except by a writing executed by all of the parties hereto.
Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. As to any suit or action arising under or related to this Agreement, you and CFBC each irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue therein of the Circuit or District Courts of Henrico County, Virginia and of the United States of America located in the Eastern District of Virginia, Richmond Division. The Parties submit to personal jurisdiction in such court and waive any argument that personal jurisdiction or venue in any such court is improper, inappropriate or inconvenient. Subject to applicable law, the parties knowingly and voluntarily waive their right to have a jury hear or decide all or any part of any such suit or action.
Survival. Provisions which, by their nature, are intended to survive, including Sections 4, 5, 7, 10 and this Section 12 shall survive the termination of this Agreement.