THIS COACHING SERVICES AGREEMENT (the “Agreement”) ii between the “Client”,
(hereinafter referred to as "you" or "your"), and My Financial Coach, LLC, a California limited
liability company doing business as My Financial Coach, whose mailing address is 7014 E Camelback Rd. Suite 1452 Scottsdale, AZ 85251 (hereinafter referred to as “MFC,” “we,” “us,” or “our”). Client and MFC may also be referred to as a “Party” or together as the “Parties.”
● MFC provides financial coaching (the “Financial Wellness Program”) through its employed coaches (the “Coach(es)”) to individuals (the “Client(s)”).
● MFC Coaches refer Clients to subject matter experts (the “SMEs”) who are qualified and
licensed to provide specialized counseling and professional services to the Clients;
● MFC is provided compensation for the services of its Coaches by the SMEs (for enrollment fees paid by the; and
● Client desires to engage MFC and his, her or their designated Coach to provide the Services
described on Exhibit A. and to maintain confidentiality regarding the Client’s personal
information all as set forth in this Agreement.
NOW THEREFORE, in consideration of the promises and covenants herein the Parties agree as follows.
1. Coaching Services. MFC and its Coaches will perform the initial coaching services and the
Financial Wellness Program as set forth in Exhibit A.
a. Scope of Engagement. MFC and its designated Coach shall function exclusively as a
financial wellness coach and not act as a plan administrator, attorney, certified public
accountant, or investment advisor or in any other legal capacity for the Client. Each
Coach is a Certified Financial Planner ® and in that capacity will independently provide
his or her services as a fiduciary for the Client. We are not authorized to, and shall not
under any circumstances, exercise discretionary authority or discretionary responsibility with respect to the services to be provided by the SMEs referenced in this Agreement. We
do not provide legal, tax, accounting, or investment advice. Our recommendations for referral of you to SMEs are based upon our professional judgment. Neither MFC nor your Coach guarantees the results of any of engagement. Client is free to obtain legal, tax, accounting and investment advisory services from any professional source, to review the professional advice and services that an SME referred to Client by MFC may provide. Client retains absolute discretion over all implementation decisions.
b. Your Responsibilities. You agree to provide us with confidential information,
documentation, and/or data we may request with your prior approval, in furtherance of
this Agreement, and to inform us of any changes that may occur with the information,
documentation and/or data that is provided. You acknowledge that we and the SMEs we
refer you to are not adequately qualified to perform services for you unless you diligently
perform your responsibilities under this Agreement in a timely manner. We shall not be
required to verify any information obtained from you, your attorney, accountant,
investment advisor, or other professionals, and are expressly authorized to rely upon what
you or they provide. All of your professional advisors are hereby given permission by
you to provide us with information we may need. We do not act as an authorized plan
administer and shall not be responsible for the timely preparation of any governmental
reporting required by you.
2. Compensation and Fees. Our fees for the services provided under this Agreement shall be
made up of certain separate components as described in accordance with the fee schedule
attached hereto as Exhibit A (“Coaching Services Compensation”).
3. Assignment. Neither party may assign this Agreement without the prior consent of the other party. Both parties acknowledge and agree that transactions that do not result in a change of actual control of management shall not be considered an assignment.
4. Confidentiality. Except as required by applicable law, rule or regulation, or in order to
perform the services contemplated by this Agreement, both parties agree to treat information provided in connection with this Agreement as confidential. We may use your information to market something to you or the Plan participants, but we will never share your information with a nonaffiliated entity for marketing purposes. To protect your personal information from unauthorized access and use, we use security measures that comply with federal law as it applies to a financial company, including but not limited to:
a. Confidential Information. MFC agrees that with respect to any Confidential Information
furnished by the Client, such information shall be kept in strict confidence and shall not
be used or disclosed, directly or indirectly, for any purpose other than that for which it
was furnished. Such Confidential Information shall include, without limitation, any
information contained on the Client’s account application, this client agreement or other
forms and all nonpublic personal information about the Client that MFC receives from
your or from any other third party. The foregoing notwithstanding, Confidential Information shall not include any information that (i) was known to the recipient at the
time it received the information; (ii) was or became publicly known through no wrongful
act of the recipient; (iii) was received from a third party without similar restrictions and
without breach of this Agreement; (iv) was developed independently by the recipient; or
(v) was approved for release by written authorization.
b. Restrictions. MFC agrees that with respect to any Confidential Information that is
disclosed to it that, except as expressly specified in this Agreement, it shall:
1) keep such Confidential Information in strict confidence;
2) not disclose any such Confidential Information to any person (except to such client’s SMEs permitted under this Agreement and to its accountants, auditors, regulators,
subcontractors including (as defined below) and attorneys, who are all under obligations of confidentiality to such party);
3) at the request of the Client, to use commercially reasonable efforts to return such
Confidential Information to the Client upon the expiration or termination of this Agreement, or destroy the same, except as necessary to comply with applicable law;
4) Notwithstanding the foregoing and provided that MFC preserves the confidentiality
of any Confidential Information retained, it shall not be in breach of this Agreement
should copies of the Confidential Information be automatically archived in its computer system back-up in accordance with MFC’s security and/or disaster recovery procedures and destroyed in accordance with the MFC’s internal
5) MFC shall establish and maintain safeguards against the unauthorized access,
destruction, loss, or alteration of Confidential Information in their control which are
no less rigorous than those maintained by MFC for its own information of a similar nature and in accordance with all applicable law and regulation.
c. Exceptions. Nothing in this Agreement shall limit the ability of MFC while in possession of the Confidential Information to disclose such Confidential Information, and such party shall have no liability for such disclosure, if such disclosure is (i) required to be made
pursuant to law or regulation, government authority, duly authorized subpoena or court
order, (ii) required to be made to a court or other tribunal in connection with a dispute or
the enforcement of Client’s rights under this Agreement; or (iii) is approved by the prior
written consent of the Client.
d. Legal Process. In the event that MFC is served with legal process seeking disclosure of
Confidential Information of the Client, it shall provide prompt notice to the Client, unless otherwise prevented by operation of law, and give the Client an opportunity to respond
prior to such disclosure.
e. Survival. For the avoidance of doubt Section 4, “Confidentiality”, shall survive termination or expiration of this Agreement. f. Regulation S-P. The parties acknowledge that financial institutions are subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of personal information by the parties is also subject to compliance with such laws and regulations. Accordingly, the parties agree that any Nonpublic Personal Information, as defined in Section 248.3(t) of Regulation S-P, received from either party shall be subject to the limitations on redisclosure and reuse set forth in
Section 248.11 of such Regulation. In addition, the parties acknowledge that they have
adopted policies and procedures that address administrative, technical and physical
safeguards that are reasonably designed to insure the security and confidentiality of the
information, protecting against any anticipated threats or unauthorized access to or use of
5. Service Provider Conflicts. We will be operating under a potential conflict of interest as described herein. We provide coaching to you and refer you to SMEs. It may be possible
that an SME we refer you to would have a conflict with you or an third party you are
affiliated with. If you accept this Agreement with us, you are acknowledging and consenting
to this potential conflict of interest.
6. Arbitration. Subject to the conditions and exceptions noted below and to the extent not
inconsistent with applicable law, in the event of any controversy, dispute or claim arising out
of or relating to this Agreement, both parties agree to submit the dispute to arbitration before
a single arbitrator in accordance with the Commercial Rules of the American Arbitration
Association then in effect. The prevailing party shall be entitled to reasonable attorneys’
fees, costs and expenses. You understand that this agreement to arbitrate does not constitute a waiver of your right to seek a judicial forum where such waiver would be void under federal or applicable state laws.
7. Death or Disability. If you are a natural person, your death, disability, or incompetence will
not terminate or change the terms of this Agreement. However, your executor, guardian,
attorney-in-fact, or other authorized representative may terminate this Agreement by giving us proper written notice as described in Section 11 hereafter.
8. Representations, Warranties, and Acknowledgements. You represent and warrant to us that the terms and conditions of this Agreement are consistent with the other agreements that might relate to the Services rendered by MFC or it’s Coaches or SMEs and that the person executing this Agreement is duly authorized and empowered to enter into this Agreement. You acknowledge that you will provide us with the information, documentation, and/or data described in Exhibit A in the manner described therein; you represent that such information, documentation, and/or data is complete and accurate at the time of entering into this Agreement; and you warrant that you will promptly inform us in writing if and when such information, documentation, and/or data becomes incomplete or inaccurate during the term of this Agreement. MFC represents and warrants to you that (i) the terms and conditions of this Agreement are consistent with the other agreements that might relate to the Services rendered by MFC or its Coaches or SMEs and that the person executing this Agreement on behalf of MFC is duly authorized and empowered to enter into this Agreement; (ii) this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms; (iii) MFC is and shall be compliant with all laws and regulations and maintains all licenses and certifications applicable to MFC and the Services provided by MFC under this Agreement.
9. Entire Agreement. This Agreement and the Exhibits annexed hereto, which Exhibits are
incorporated herein by reference and made a part hereof, constitute the entire Agreement
between the parties and supersedes all understandings, agreements (oral and written), or representations with respect to the subject matter hereof. This Agreement may only be
amended, revised or modified with our written consent. Each party acknowledges that no
representation, inducement or condition not set forth herein has been made or relied upon by
10. Waiver. No failure by us to exercise any right, power, or privilege that we may have under
this Agreement shall operate as a waiver thereof. Further, no waiver of any deviation from, or breach of, this Agreement by you shall be deemed to be a waiver of any subsequent
deviation or breach.
11. Termination. This Agreement shall continue in effect from the effective date set forth above
and may be terminated immediately with or without cause by email, or verbal telephone
notice from the Client to the telephone number provided to the Client by the Coach, as all
such calls are recorded. The Coach will confirm Termination via email to the client.
Termination of this Agreement will not affect: (i) the validity of any action previously taken
by us under this Agreement; (ii) liabilities or obligations of the Parties from transactions
initiated before termination of this Agreement; (iii) your obligation to pay us fees (if any) that
have already been earned under this Agreement, or (iv) liabilities or obligations of the parties pertaining to confidentiality or indemnification. Upon the termination of this Agreement, we will not have any continuing obligation to take any action, except as described in this Section
12. If you terminate our services, the balance (if any) of our unearned fees shall be refunded
to you and the balance (if any) of our earned fees shall be charged to you (if applicable). Upon termination of this Agreement, we shall retain all files as required by law. The files
shall be treated as Confidential Information as provided under Section 4 of this Agreement.
Copies of the files will be forwarded as you direct, provided all our earned fees have been
paid. The cost of copying will be charged to you.
12. Indemnification. You the Client agree to indemnify and hold us harmless against any and
all claims, actions, expenses, and liabilities suffered or incurred by us and relating to or
arising from this Agreement that result from you, your attorney, accountant, or other
professional advisor, or a prior recordkeeper for supplying incorrect or untimely information
or are caused by the action or inaction of one or more of such persons. We shall indemnify
and hold you harmless against any and all claims, actions, and expenses and liabilities
suffered or incurred by you and relating to or arising from this Agreement that are directly
related to our negligent provision of our services, but not in excess of the lesser of: (i) the cost of restoring matters to the position it would have been in but for our error; or (ii) the fees paid by you under this Agreement for the twelve-month period immediately preceding the
occurrence giving rise to the claim. In the case of our gross negligence, our obligation to
restore matters to the position it would have been in but for our error shall not be limited by
our prior period fees.
13. Notices. Any notice or correspondence required in connection with this Agreement will be deemed effective upon receipt if delivered to the party at the appropriate address listed above unless (a) the Party has notified the other Party(ies) of another address in writing or (b) you have consented in writing to receive such notice, correspondence, or other communication from us by facsimile or electronic delivery (e.g., e-mail). All of your directions to us (unless otherwise provided herein) shall be in writing. We shall be protected in relying upon any such direction, notice, or instruction until we have been advised in writing of changes therein.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.
15. Severability. If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be
inoperative in such state or jurisdiction. The remaining provisions of this Agreement shall be
valid and binding and of full force and effect as though such provision were not included.
16. Governing Law, Venue, and Jurisdiction. This Agreement and any dispute, disagreement,
or issue of construction or interpretation arising hereunder whether relating to its execution,
its validity, the obligations provided herein or performance shall be governed or interpreted
according to the internal laws of the California without regard to choice-of-law
considerations except for the Section entitled Arbitration, which shall be governed by the
Federal Arbitration Act. Any action, suit or proceeding arising out of, under or in connection with this Agreement seeking an injunction or not otherwise submitted to arbitration pursuant
to this Agreement shall be brought and determined in the appropriate federal or state court in California and in no other forum. The parties hereby irrevocably submit to the jurisdiction of any such state court or federal court having jurisdiction in California in any such suit, action or proceeding arising out of or relating to this Agreement.
17. Section or Paragraph Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the first written
Exhibit A - COACHING SERVICES AND COMPENSATION
1. Coaching Services. According to Section 1 of the Coaching Services Agreement the
Coaching Services to be provided by MFC to the Client shall be as follows:
a. General Services to Client:
1) We work with the Client to load information onto the MFC digital platform hosted by
2) Our Coaches are available 24/7 by email or by telephone according to a confirmed
appointment to answer questions and to coach the Client.
3) Compensation and Fees for our services appear in Section 2 of this Exhibit.
4) From time to time when a Client has greater needs, i.e. estate planning, wealth
management, investment management, life insurance, property and casualty insurance
etc. we will refer you to one of our subject matter professionals (SMEs) who we
believe has professional knowledge of the issue at hand. We may receive revenue
sharing with them through our RIA, broker dealer or a licensee, but it will not impact
the cost of such service for the Client (e.g. the fee is paid as a portion of the SME’s
compensation). We will disclose such revenue sharing agreement when an SME is
referred. In most cases we will give the Client a list of SMEs to choose from.
5) The terms for pricing (see the fee exhibit) are usually for one year.
6) MFC will maintain complete compliance under all government agencies that it is
7) MFC will carry E&O insurance in the amount of $1 million. 8) All Client
information will be held confidential.
b. Financial Wellness Services to Client:
1) Goals Based Coaching (Retirement planning, insurance needs analysis, estate
planning, college planning, etc.).
2) Cash-flow analysis and budgeting assistance.
3) Client financial data aggregation.
4) Warehousing Client documents.
5) Referrals to subject matter professionals as necessary.
5) 24/7 email access to the MFC Coach.
6) One set up meeting with the MFC Coach and one additional meeting on an annual
basis or as necessary determined by the Coach.
7) Provide general guidance on resources available to the Client outside of subject
matter experts (e.g. Mint, NerdWallet, Vanguard, etc.).
8) Monitor the Financial Wellness Program and review annually with Client or as
9) Quarterly check-ins or as needed with the Client.
10) Establishment of a personal repository for Client’s financial records with online
access offered through MFC’s digital platform hosted by eMoney Advisor, LLC.
2. Compensation and Fees. According to Section 2 of the Coaching Services Agreement,
compensation and fees to be paid to MFC by the Client shall be as follows:
a. Fees paid by Individual: $1,000 initial payment and $100 a month until service discontinued.