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BUSINESS COACHING SERVICES TERMS AND CONDITIONS

These Business Coaching Services Terms and Conditions govern Customer’s access to, and use of, the Business Coaching Services and are incorporated into and made a part of the Agreement. All terms and conditions of the Agreement apply except to the extent expressly modified herein.

  1. 1. Services. Subject to the terms and conditions hereunder, Prompt shall provide to Customer the business coaching services as set forth in further detail in Exhibit A (collectively, the “Services”). Prompt shall designate an account manager who shall confer with Customer regarding the status of the Services at a mutually agreed-upon minimum frequency.

  2. 2. Customer Cooperation. Customer acknowledges that Customer’s timely provision of (and Prompt’s access to) Customer assistance, cooperation, and complete and accurate information and data from Customer’s officers, agents and employees (collectively, “Cooperation”) is essential to the performance of the Services, and that Prompt shall not be liable for any deficiency in performing or providing the Services if such deficiency results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation includes, but is not limited to, designating a project manager to interface with Prompt and allocating and engaging additional resources as may be required to assist Prompt in performing the Services. 

  3. 3. Customer Responsibilities. 

    1. 3.1. Customer acknowledges that: (a) the ultimate responsibility for all decisions made based upon, or in relation to, any Services provided by Prompt is that of Customer, and Customer shall remain solely responsible for any decisions it makes about how to run its business and operations, including any changes it may make based upon the Services; (b) as part of the Services, Prompt may provide Customer with certain sample forms, policies, agreements, templates, or other documents (collectively, “Operational Content”) that Customer may choose to use in its business operations, and that it is solely Customer’s obligation to ensure that such Operational Content is adequate and appropriate for Customer’s use and is in compliance with any applicable laws, rules, and regulations; and (c) Customer shall be solely responsible for any consequences associated with any decisions it makes based upon, or in relation to, any Services provided by Prompt. 

    2. 3.2. In addition, Customer shall fulfill the responsibilities and comply with the obligations set forth in Exhibit B.

  4. 4. Disclaimer of Reliance. Customer acknowledges and agrees that the Services provided by Prompt are for informational and/or operational support purposes only, and do not constitute professional advice (legal, financial, medical, or otherwise) upon which Customer should solely rely. Prompt makes no guarantees regarding the outcomes or results of the Services and disclaims any and all liability arising from the Client’s use of, or reliance upon, the Services, deliverables, or any related outputs, including, without limitation, Customer’s use of any Operational Content. Customer assumes full responsibility for all decisions made in connection with the Services and agrees to conduct its own due diligence and seek independent advice as appropriate.

  5. 5. Indemnification.  Customer will defend, indemnify, and hold harmless Prompt and its Affiliates, and their respective principals, owners, officers, directors, managers, employees, and agents, from and against any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) incurred by Prompt as a result of: (a) the conduct of Customer’s business or operations, including without limitation, Customer’s or any End User’s use of, or reliance upon, the Services, or any breach of the Business Coaching Services Terms and Conditions; (b) any claim by a third party arising from or relating to: (i) use or combination of the Services with any hardware, software, products, data, or other materials not provided by Prompt, (ii) modification or alteration of the Services or Documentation by Customer, its End Users, and/or its Affiliates, (iii) any specifications or other information, or intellectual property, provided by Customer, including, but not limited to, Customer Data; (c) Customer’s creation of custom templates or other unique items related to the Services or Documentation; or (d) Customer’s gross negligence, fraud, or intentional misconduct. 

 

 

 

EXHIBIT A

 

Prompt Services

 

  1. Scope of Services.

    1. Prompt will provide coaching and consulting services to Customer. Services are consultative in nature and may focus on:

      1. Executive & Leadership Coaching: Guiding owners and leaders to enhance decision-making, accountability, and organizational alignment.

      2. Administrative Operations: Advising on front-office workflows, team efficiency, and scaling operational processes.

      3. Clinical & Professional Development: Coaching clinical leadership to optimize productivity, mentorship, and alignment of care delivery with business goals.

      4. Strategic Reviews & Growth Planning: Conducting periodic reviews of key metrics and providing actionable strategies to drive growth and scalability. 

    2. The Parties acknowledge and agree that the Services are advisory only.

     

  2. Meetings. The parties will discuss, and agree upon, the amount, and length, of any meetings to be provided as part of the Services.  

     

  3. Additional Prompt Obligations. 

    1. In addition to the Services outlined above, Prompt may, as it deems appropriate, or if agreed to in writing by the parties:

      1. Provide periodic strategic performance reviews, including analysis of KPIs related to growth, scalability, and operational health.

      2. Develop and deliver custom action plans and recommendations based on Customer-specific goals and market environment.

      3. Offer access to a Prompt consultant for strategic guidance between scheduled sessions. 

      4. Provide leadership development resources (templates, frameworks, and materials) to support team growth and scaling initiatives.

  4. Deliverables.

    1. Prompt may, as it deems appropriate, or if agreed to in writing by the parties, deliver the following as part of its coaching and consulting engagement:

      1. Strategic reviews summarizing performance against agreed KPIs and recommended next steps. 

      2. Custom action plans to address growth and scaling objectives. 

      3. Leadership & Team Development Guidance to improve structure efficiency, and accountability. 

      4. Periodic Check-in Sessions to assess progress, adjust strategies, and ensure alignment with business objectives. 

       

 

 

EXHIBIT B

 

Customer Obligations

In addition to the obligations otherwise set forth in the Business Coaching Terms and Conditions, in connection with Prompt’s provision of the Services, Customer shall be responsible for the following:

  1. Ensuring that Prompt is provided with all necessary and complete records and information.

  2. Cooperating with Prompt as may be necessary (including providing documentation or other information that may be requested by Prompt from time to time) to permit Prompt to perform its duties hereunder.

  3. Completing all prerequisites, curriculum, and other action items set forth by Prompt, in accordance with the program due dates. 

  4. Complying with all applicable policies and procedures provided by Prompt.