Coaching Contracts for Organizational Coaches

by J. Kim Wright J.D. and Allison Tiffany J.D.

Imagine if every contract were a sacred vow that had personal meaning to us. Imagine if our contracts were a way of saying, "I commit to your success." "I trust you to be committed to my success." "You can count on me."

There are two emerging trends in contract law that align with the values of coaching: plain language contracts and results oriented contracts. These types of contracts focus on creating and celebrating relationships and are a refreshing change from old contracts that contain intimidating, negative, and incomprehensible legalese.

Each coaching contract is an opportunity to create a positive and meaningful future between a coach and client. The usefulness of a coaching contract will depend on how well it's written and the tone and spirit in which it's written.

Consequently, it is important that a coach be involved in the process of drafting his own coaching contracts. It should be a team effort on the part of the coach and the coach's attorney. A coaching contract should be a reflection of the individual coach's coaching style as well as the way in which a coach would like to manage the "business."

Below is a list of questions that will help coaches begin to draft their own coaching contracts. You should consciously consider each point regardless of whether you choose to include these items in your contract or not. You should take the results of what you've created and consult an attorney in your jurisdiction. By using this approach, your attorney will know the substance and spirit of what is important to you in your practice while ensuring all legal bases are covered.

What is the purpose of the contract? Some suggested purposes: to create the relationship, to clarify expectations, to establish the foundation of integrity in the relationship. You may be creating an on going relationship or a one-time situation.

Who is the client? This is especially important in the organizational context. It may be appropriate to have two contracts: one with the organization (usually the source of your remuneration) and another with the person being coached, clarifying the roles and expectations of each. If you use one contract, have both an authorized representative of the organization and the person being coached sign the agreement.

What is the purpose of the coaching relationship? Contracts are written to reflect the mutual understandings of the parties. They are useful in clarifying roles, responsibilities, and expectations. This is a good place to distinguish coaching and therapy. Also, if you are licensed in another profession, you should distinguish your role as coach from that of your other licensed profession.

What sort of relationship would you like to create with your client? Do you wish to create a collaborative, compassionate relationship? Or do you want to focus on hard-lined results? There are several approaches to coaching, a continuum that ranges from pure process-based coaching to pure results-based coaching.

What can the client expect from the coach? Begin to create the coaching relationship by setting goals and developing the system to support their success. Any promises you routinely make and those specific to the client may go here. Remember to under promise and over-deliver. Also, be careful not to guarantee specific results because the client is ultimately responsible for his or her behavior.

What can the coach expect of the client? This would be a good place to say that the client is responsible for the results. You may also address expectations in regards to timeliness, cancellations, honesty, commitment and accountability. You may also want to refer to an attachment of your written policies and procedures.

How will your services be delivered? Do you coach by telephone? Email? In person? Weekly? Monthly? On call? How long is each session? Do you offer telephone or email support between scheduled phone calls? Is there a limit to how much? How quickly will you respond to email and telephone messages?

Will you have a special orientation session? Describe it. Is there a separate charge? Are there any assessment tools that you require? Is there an orientation packet for the client to fill out?

What is an individual coaching session like? Cover any logistical details not covered in other sections and describe the general content of a session. For example: Will you debrief from the previous week? Will you use prep forms? Will you have an agenda, open forum, or a little of both? Will there be a summation and fieldwork? Can they call you from anywhere? Can they opt for coaching online, in person and via telephone? Explain how you will challenge them, hold them accountable, etc.

Are there conditions for success of the coaching relationship? Here you may talk about commitment, integrity, communication, honesty, feedback, coachability, etc. Some things are essential to the success of the coaching relationship. Ask the client what he or she believes to be necessary conditions for success.

What are your policies regarding fees for coaching? How much do you charge?

Do you want to be on an hourly, monthly, or retainer rate? Is it payable in advance? What is the method of payment? When is the payment considered late? Is there a late fee? If the client is chronically late, is there a consequence? If the client has not paid the monthly coaching fee, do you still schedule appointments?

Refund Policy: Under what circumstances will you refund coaching fees to the client? Do you have a money back guarantee? For how long is that guarantee good? Do you refund the full amount or a percentage? What is the method for the client to request a refund? Will coaching fees be earned as soon as paid or will they be held in escrow until the expiration of the refund period?

What is your policy about confidentiality? What information will you hold private? To whom do you owe the duty of confidentiality? If the person being coached is not the one who hired you, i.e., the client is the organization and the person being coached is the employee, what is your policy about communicating employee's information to the client? You can choose to reveal the information or not; however, it is imperative that this be clear before the relationship begins.

As part of your confidentiality statement, you should ask if the client will allow you to tell others of your coaching relationship. Is the reporting of results from coaching something for which the employee is responsible? This would eliminate your obligation to provide feedback to the employer and place the accountability on the employee.

Under what circumstances will you reveal client confidences? Will you keep all information confidential except as otherwise required by law? Check with a local attorney for the specific conditions under which you are required to release information in the jurisdiction(s) where you practice. (e.g., reporting child abuse.)You may also choose to indicate that information will be revealed where ethical considerations make it necessary. (e.g., the person you're coaching is being dishonest with the organization who's engaged you.)

Group confidentiality: If you coach groups, you have an additional layer of confidentiality agreements to consider. Before you start a group coaching process, you should determine the level of confidentiality among the group members. Each group member should sign an agreement that reflects that policy. You should also determine a policy about how to handle information that is communicated outside of the group. For example, you are coaching Joe, David, and Lisa as a group with the goal being to increase sales for ABC Organization. David calls you outside of the group coaching session and tells you that Lisa never returns calls because she has a drug problem and that he and Joe have been covering for her. Can you address this in the next group coaching session or will information shared outside of the group process remain between you and that individual?

Potential Conflicts of Interest: Do you know of any specific conflicts of interest? For example, do you have a client in a competing company? Does your spouse work for a competitor? Do you own stock in a company that competes with the client? Where do your loyalties lie if a conflict arises between the organization and the person being coached?

Will you refer your client to other professionals from time to time, e.g., a lawyer or an accountant? If so, do you guarantee the reputation and quality of work of the professionals to whom you refer your clients? Do you receive a referral fee from the other professionals? You may want to expressly disclaim any responsibility for negative
results between your client and these professionals.

Dispute Resolution: If you have a dispute with your client, how will it be resolved? Should your client first try to talk it out with you? Will you encourage mediation or arbitration? Find out if there are dispute resolution resources in your community. If your practice is virtual, you may want to investigate virtual mediation services. ICF members should be familiar with the ICF dispute resolution procedures and inform their clients accordingly. Those accepting credit cards should be aware of their dispute policies.

Lawsuits: A lawsuit is the most complex means for resolution and should only be pursued as a last resort. Most organizational coaches have practices that cross state lines. There are two important questions in interstate cases. These may seem like the same question, but they are two separate issues. First, if you do have a dispute with your client and must go to court, in which state will the lawsuit be brought? Second, which state law will control?

Did you know it is possible to sue someone in state A but apply the laws of state B? Both you and your client will most likely prefer to conduct the lawsuit in your own home state. Even if you include a "home state clause," there is no guarantee it will be honored. Some states will and some states won't.

There is a general legal principle that the consumer's state laws will control if that state's laws are more protective than the state where the case is being heard. This is to protect the consumer from unscrupulous businesses that shop for states with laws that are less protective of consumers. Nevertheless, without a "home state" clause, you have a greater risk of being sued in distant places so it's worth including it.

It is helpful to note that in some states you can contractually agree that the person who breached the contract must pay the attorney fees and costs of litigation for the other. This often serves as an incentive for both parties to honor the contract.

Subpoenas: Are you coaching in a controversial industry or working with a client that is likely to be sued? What if you are called as a witness to testify about things that might incriminate your client? Do you wish to create a waiver of confidentiality if subpoenaed? If you incur legal fees, will your client reimburse you or provide you with legal counsel?

Termination: Under what circumstances will you terminate your coaching relationship? For example: by mutual agreement, when the goal is reached, when the term expires, when the client misses two appointments in a row, at the coach's discretion, when the client fails to make progress. Think about all the reasons you would want to terminate a relationship with the client. Would you like to include this in your contract?

What are your specific policies? Some coaches will create a separate document for policies. Our preferred format is a warm welcome letter that creates a strong relationship then has an attachment of policies and procedures that handle many of the logistics of the coaching relationship. For example, you may want to have policies about canceling appointments, missed appointments, late calls, minimum time commitment, etc. Many of the topics discussed above are suitable for a policy statement.

The finishing touch: Before you finalize your contract and distribute it to your clients, ask yourself: Are there any other provisions of the coaching contract that I would like to include but haven't? Is this the whole agreement or are there attachments? Make sure and list all the other documents that you want to include in the agreement.

Most importantly, read over the coaching contract that you and your attorney have created. Make sure that it represents everything you stand for as a coach and as a business person; make sure it feels right to you. If there is anything you would like to add or subtract from the agreement, simply inform your attorney accordingly. Remember, your attorney works for you.

J. Kim Wright J.D. and Allison Tiffany J.D. are attorneys, coaches, and authors of "The Legal Toolkit for Coaches." This is intended as educational and informational material. This is NOT legal advice. Only an attorney licensed in your jurisdiction can give you legal advice.