Terms and Conditions – Executive Coaching

Ninety Consulting, LLC, a Texas limited liability company ("Ninety Consulting"), operating under the brand Talent Sherpa, provides executive coaching and advisory services ("Services") to the Client, subject to the following terms:

1. Scope of Services

Talent Sherpa will deliver strategic human capital advisory and executive coaching, which includes:

• Five (5) coaching hours per month, typically scheduled weekly.

• One (1) CEO alignment meeting every six (6) weeks.

• One (1) Live-360 event every thirteen (13) weeks with two groups (Peers, Direct Reports).

2. Scheduling and Session Management

• Client is solely responsible for proactively booking coaching sessions.

• Monthly allocated coaching hours do not roll over and cannot be accrued for future use.

• Consistency is critical; Client scheduling conflicts or "being busy" do not constitute reasonable grounds for session cancellation or deferral.

• If Talent Sherpa will be unavailable during any month, notice will be provided to the Client before the beginning of that month.

  • If one week is unavailable, the missed session time will be absorbed into other scheduled sessions within the same calendar month.

  • If Talent Sherpa is unavailable for two weeks or more within a single month (e.g., prolonged visits to locations lacking reasonable internet access during typical working hours), the impacted hours will be absorbed evenly over the following two months.

3. Minimum Engagement and Cancellation

• The initial coaching engagement requires a minimum duration of ninety (90) days.

• After the initial ninety-day period, either party may terminate the coaching engagement with thirty (30) days' written notice.

4. Fee Structure and Payment

• Fees for coaching services are fixed, non-refundable, and payable monthly according to the agreed-upon terms.

• The client's choice to delay, defer, or opt out of any CEO alignment or Live-360 event does not affect the agreed fee structure.

5. Ownership and Use of Tools

• All frameworks, assessments, methodologies, tools, and intellectual property ("Tools") provided by Talent Sherpa remain the exclusive property of Ninety Consulting.

• Tools provided may be used by Client solely for internal purposes during the active coaching engagement. Upon termination or expiration of the coaching agreement, Client agrees to immediately cease usage and securely discard or return all Tools.

6. Mutual Confidentiality and Non-Disclosure

• Both parties acknowledge that confidential and proprietary information ("Confidential Information") will be exchanged during the coaching engagement.

• Confidential Information includes, but is not limited to:

  • Personal and professional information shared during coaching sessions.

  • Business plans, strategic data, compensation details, and leadership assessments.

  • Proprietary coaching methods, assessments, frameworks, and tools.

• Both parties agree not to disclose Confidential Information to third parties without prior written consent unless required by law.

• Confidentiality obligations survive termination of the coaching engagement.

7. Limitations of Liability

• Talent Sherpa provides advisory services and does not assume responsibility for Client’s business decisions or actions.

• Ninety Consulting's liability arising from any claim related to this Agreement or Services shall be limited to the amount of fees actually paid by Client within the preceding twelve (12) month period.

• Under no circumstances will Ninety Consulting be liable for indirect, special, consequential, punitive, or incidental damages.

8. Independent Contractor Status

• Talent Sherpa operates as an independent contractor and does not act as an employee, partner, or agent of Client. Neither party may bind the other without prior written consent.

9. Arbitration and Dispute Resolution

• In the event of any dispute arising out of or relating to this Agreement, the parties agree first to attempt good faith resolution through informal negotiation.

• If informal negotiation does not resolve the dispute within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered by a mutually agreed-upon arbitrator in accordance with the rules of the American Arbitration Association (AAA).

• Arbitration will be conducted in Houston, Texas, unless otherwise agreed by both parties.

• The decision of the arbitrator shall be binding and final upon both parties. Each party will bear its own arbitration costs unless otherwise determined by the arbitrator.

10. Governing Law

• These Terms and Conditions shall be governed by and interpreted under the laws of the State of Texas.

11. Entire Agreement and Amendments

• This document constitutes the entire understanding between the parties concerning coaching Services.

• Amendments or modifications must be in writing and agreed to by both parties.