INDEPENDENT CONTRACTOR COACH SERVICES AGREEMENT

Lighthouse Ladder LLC (“COMPANY”) engages Independent Contractor Coaches (“COACH”) to provide professional coaching, training, consulting, organizational development, change management or program management services for its Clients. The terms and conditions that govern this engagement, including compensation and duration of contract services, are presented herein.

LIGHTHOUSE LADDER LLC:

1. Markets coaching services to sponsor primarily individuals and eventually companies, corporations, and other large organizations worldwide (“Clients”)
2. Acquires Clients to COACH
3. Establishes the fees for any and all services
4. Generates coaching referrals for the COACH
5. Manages the administrative duties for the Client
6. Provides the infrastructure, tools and support to administer individual and eventually large-scale coaching and coaching related programs
7. Carries Client receivables and monetizes fees from Clients to COACH

 INDEPENDENT CONTRACTOR COACH AGREES TO:

1. Complete an on-line application for independent contractor COACH eligibility
2. Accurately identify level of expertise, certification, and designation as a professional COACH
3. Schedule and submit to the COMPANY interview and selection process in a timely manner
4. Accept or decline the engagement assignment and rate schedule provided by the COMPANY within 48 hours of notification
5. Perform professional coaching, training, or program management services on behalf of the COMPANY
6. Not solicit COMPANY Clients for any personal business or convert COMPANY
7. Clients to personal Clients or Clients of an affiliated coaching business
8. Not interfere with COMPANY business or COMPANY decisions or otherwise engage in discussions with Clients at any time regarding assignments or any other COMPANY responsibilities
9. Not compete with COMPANY or participate in the creation or leadership of a COACH brokering company like COMPANY while engaged by COMPANY and for a period of 2 years after the termination of this agreement.
10. Not provide to Clients of the COMPANY for who COACH provided services, any training programs, coaching, or consulting services of the types then being offered by the COMPANY, without the express written approval.
11. Engage in any activity that competes with the interests of the COMPANY concerning a Client of the COMPANY’s for whom COACH has provided services, whether the COACH is acting alone or as an officer, director, employee, shareholder, partner or fiduciary, without express written consent. Any consent granted to the COACH shall be revocable by the COMPANY at any time upon reasonable notice, taking into consideration the investment of time and energy made by COACH after notice to the Company. The COACH agrees to cease and desist upon receipt of such notice. The COACH does not presently engage in any activities prohibited hereunder.
12. Domestic COACH provides Form W-9 through QuickBooks Inuit Account OR Sign and return to the COMPANY a Form W-9 for tax purposes (blank form is found at https://www.irs.gov/pub/irs-pdf/fw9.pdf — no payments will be made until we have received this form)
13. International COACH provides Form W-8BEN through QuickBooks Inuit Account OR Sign and return to the COMPANY a Form W-8BEN for tax purposes (blank form is found at https://www.irs.gov/pub/irs-pdf/fw8ben.pdf — no payments will be made until we have received this form)
14. Fully utilize the capabilities of the COMPANY’s online console as directed for COACH/Client correspondence, scheduling, document exchange, and other relevant activities
15. Inform the COMPANY promptly of any change in coaching status, including but not limited to, a change in availability (vacation, disability, temporary leave)or ability to perform current contractual coaching assignments
16. Maintain the highest ethical and coaching standards according to the COMPANY’s code of ethics and standards agreement 
17. Honor the designated service performance guarantees by Client contract
    Inform COMPANY and their Clients when they feel their services are no longer a benefit and/or those Clients would be better served by another COACH or resource
18. Register and participate in any required training provided by the COMPANY
19. Provide proof of insurance including but not limited to the minimum coverage required by the COMPANY without a lapse in coverage (this provision is waived as of the date of this contract and until further notice)  
20. Refrain from practicing unlicensed therapy AT ALL TIMES (unless they are, in fact, properly licensed by the relevant state).
    
    1. COACH represents that he/she fully understands the differences between coaching and Therapy and hereby agrees to maintain strict compliance with COMPANY guidelines and ethics in this regard.
    2. COACH further agrees to the emergency protocol for referring Clients who are better suited for therapy as dictated by professional standards and COMPANY guidelines.
    3. COACH acknowledges receipt of The Coaching Process at https://www.lighthouseladder.com/library/tool-coaching-process/  and further acknowledges that he/she has read, understands, and will maintain strict compliance with the guidelines prescribed as follows:
       1. Coaching is NOT Therapy
       2. COMPANY Guidelines Regarding Referrals to Mental Health Professionals

LIGHTHOUSE LADDER LLC AND THE INDEPENDENT CONTRACTED COACH AGREE TO:

1. Refrain from doing anything that harms the public's understanding or acceptance of coaching as a profession
2. Conduct their business with the highest level of integrity, honesty, and ethical standards always respecting Client confidentiality (except as otherwise authorized by their Client or required by law)
3. Respect the laws and guidelines governing written work, licenses, and intellectual property of others
4. Refrain from knowingly misrepresenting the COMPANY, the COACH, their competency, and/or skills to others
5. Ensure every Client understands the terms and conditions of their coaching engagements
6. Avoid conflicts of interests among themselves and their Clients
7. Not disclose private or confidential COMPANY business matters with Clients
8. Not release Client names or identity as prohibited by the COMPANY without prior written permission by the COMPANY
9. Not engage in unlawful or unfair business practices and will present the COMPANY and its services in a truthful and honest manner

FEE ARRANGEMENTS

After each session, COACH will submit service completed.  Once this is submitted, payment for service will be directly deposited into COACH's bank account within 3 business days.  The COMPANY agrees to utilize a payment service, in order for the COACH to access payment quickly.  The COACH will be paid after each session versus waiting until the Client is completed with the entire program.  Submission of service completed triggers the payments.  The COMPANY has the right to change how payments are processed due to growth of COMPANY.

The COACH WILL NOT be paid for the following:

1. Administrative time, such as reviewing Client forms, scheduling Client sessions, etc.
2. Periodic, trust and rapport building email correspondence with your Client
3. COACH Training Sessions (Unless clearly stated otherwise in your engagement details)
4. Periodic Staff or COACH “meetings”
5. Client Sessions where the COMPANY receives a complaint and refunds money or reassigns a Client with partial sessions, which COACH has not yet completed

The COACH WILL be paid for the following:

1. All coaching sessions delivered in accordance with the assignment and Client contract
2. Coaching sessions rendered before a Client requests a reassignment and for which the COMPANY does not have to issue a refund or offer added sessions as compensation
3. Referrals for new business based on fees announced or negotiated from time to time or new business opportunities identified based on negotiated revenue sharing agreement
4. Group coaching sessions and mentor coaching assignments that have been offered and accepted as a part of large-scale Client engagements

Ultimately the COMPANY may decide to pay additional fees, awards, or incentive bonuses, or to compensate COACH for sessions that have to be duplicated stemming from a customer complaint in order to ensure a high level of customer satisfaction and to ensure that the COACH is treated fairly and reasonably in any situation.

Payment obligation. COMPANY shall not have any obligation to pay COACH for, including but not limited to, fees owed to and expenses incurred by COACH.  COMPANY is paying for communication serviceability and hosting platform for coaching business.  COMPANY does not guarantee that COACH will receive any certain amount of compensation.  Lighthouse Ladder LLC business is Individual coaching, which is prepaid and payment to COACH will be made after service completed during normal payout schedule.

GENERAL TERMS AND CONDITIONS

The COACH understands and agrees that compensation, business policies, and procedures are subject to change in the normal course of business and in response to customer requirements. In general, it is the COACH’s responsibility to stay abreast of and in compliance with current policies and procedures. In rare circumstances involving material changes affecting the COACH/COMPANY relationship, COMPANY will notify COACH of any such material changes, and COACH must accept such changes in writing in order to continue their contractual service with the COMPANY. An example of one such change would be the requirement (in the future) for the COACH to obtain professional liability insurance and submit proof of insurance to COMPANY.

The COACH is not authorized to collect funds from, otherwise transact separate business with, or acquire Clients that belong to the COMPANY. Failure to comply with this requirement may result in the immediate termination of this agreement, potential forfeiture of fees, and possible legal proceedings.

The COACH further acknowledges that he/she is not an agent or employee of the COMPANY and as such, will not be treated as an employee for any Federal or State income taxes withholding, social security, workers’ compensation, unemployment compensation or for any other purpose.

The COACH is required to use the Lighthouse Ladder LLC name, logo, email address, trademark, registration and other marks during the term of this agreement in all communications with the Client. Other than direct communication with Clients and pre-approved use of the “Lighthouse Ladder” seal, the COACH is prohibited from using the COMPANY’s name, logo, trademarks, or any other marks without the prior written permission of the COMPANY.

If this agreement is terminated for any reason, the COACH will immediately cease Client interaction, and use of the COMPANY’s name or any other affiliation for any purpose whatsoever.

The COMPANY and the COACH mutually agree that providing outstanding customer service is their number one priority. Potential or current Clients seeking services from the COMPANY will be directed to an appropriate officer of the COMPANY. COACH further agrees that if a Client is dissatisfied, he/she will refer the Client to the appropriate officer of the COMPANY for swift and immediate resolution.

The COACH agrees that any professional ideas submitted for use by the COMPANY are done so without the expectation of remuneration from the COMPANY unless so stated in writing at the time of the submission.

This Agreement will be governed by the laws and regulations in the State of Wisconsin.

CONFIDENTIALITY

COMPANY possesses certain ideas and information relating to business practices, marketing, strategies, programs, and processes for compiling and delivering coaching and training services that are confidential and proprietary ("Confidential Information").

COACH agrees not to use any Confidential Information in any way that would injure COMPANY. COACH agrees to use his/her best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than those having a need for disclosure in connection with COACH's authorized use of the Confidential Information.

COACH agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.

Confidential Information shall not be deemed proprietary and the COACH shall have no obligation with respect to such information where the information:

• was known to COACH prior to receiving any of the Confidential Information from COMPANY;
• has become publicly known through no wrongful act of COACH;
• was received by COACH without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
• was independently developed by COACH without use of the Confidential Information.

COACH agrees that all Confidential Information shall remain the property of the COMPANY, and the COMPANY may use such Confidential Information for any purpose without obligation to COACH. Nothing contained herein shall be construed as granting or implying any transfer of rights to COACH in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.

DURATION

This Agreement shall become effective when a submission receipt of contract is received by the COMPANY. This contract is effective for one year from the date of execution and automatically renews on each anniversary date absent any notice of cancellation by either party. This contract may be terminated at the discretion of the COMPANY at any time and without notice.

Clients receiving coaching services from a COACH may terminate a contract with the COMPANY and/or request to be reassigned to another COACH. If this happens, COACH-to-Client services will be terminated as requested by the Client immediately upon receipt of termination and/or a reassignment request.

The COACH may terminate this agreement by submitting to the COMPANY a 45-day notice of departure (“Notice Period”), either in written or email format, in order to receive final compensation for coaching services rendered. The COACH agrees to fulfill all coaching obligations during the Notice Period or until Clients can be appropriately reassigned by the COMPANY, whichever comes first.

The COACH agrees and understands that if appropriate 45-day notice is not submitted to the COMPANY and any outstanding coaching obligations are not fulfilled, monies due will be forfeited.

TERMINATION CONDITIONS AND APPEALS

Any COACH may be terminated when, in management's judgment and sole discretion, the performance or conduct of the COACH does not meet Lighthouse Ladder LLC standards. Further, COACH services may be discontinued at any time by the COMPANY for any reason. The COACH may request a telephone conference to receive input regarding discontinuation and may request reconsideration.

The COACH understands that as an independent service provider, Lighthouse Ladder LLC may not be held liable or responsible for any perceived injuries as a result of discontinuation or termination of contractual coaching services.

The COACH agrees to hold harmless and release the COMPANY from any and all claims arising from contract termination.

This is an Agreement between Lighthouse Ladder LLC (“COMPANY”), located at PO Box 232, Waunakee, WI 53597 and

COMPANY has selected COACH to provide coaching and related services to its Clients.

hereby agree to honor my business relations, my ethical obligations, and standards of performance as stipulated in the Independent Contractor Coach Services Agreement with Lighthouse Ladder LLC. I understand that I am hereby engaged to operate as COACH for Lighthouse Ladder LLC. If I breach this agreement, I agree that the COMPANY will hold me accountable for doing so.

I further agree that consequences for said violations may include termination and my assumption of the associated financial burden, including any forfeiture of coaching fees and payment of legal fees incurred on my part and the part of the COMPANY.

As an alternative to incurring exorbitant legal fees, I agree to arbitration for resolving disputes.

This agreement is governed by the laws of the State of Wisconsin.