Free coaching agreement template
with every clause that protects your practice.

Why it matters: The agreement must identify who is being contracted — the coach's legal name or business entity and the client's legal name. If a client is under 18, parental or guardian signature may be required for the contract to be enforceable, and certain coaching services targeting minors raise additional professional and legal considerations.

What Clausio checks: That both parties are identified by legal name, that any business entity is correctly named (LLC, Corp, sole proprietorship), and that the signatory role is specified. Flags if a minor may be a party without guardian co-signature.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity; a minor's contract is generally voidable at the minor's election. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: Coaching is a forward-looking, goal-oriented practice. It is not therapy, counseling, or medical advice. Without a clear scope clause, a client experiencing mental health difficulties may expect — and later claim — that the coach was providing therapeutic services. This exposes the coach to professional liability they are not equipped or licensed to bear.

What Clausio checks: That the agreement defines what coaching covers (goal-setting, accountability, skill development), explicitly states what it does not cover (diagnosis, therapy, mental health treatment), and includes a referral obligation if the client needs licensed professional support.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a services agreement are construed against the party who supplied the language. The no-therapy disclaimer also reduces exposure to unauthorized-practice-of-law and unlicensed-practice-of-medicine claims, which vary by state. [Confidence: medium — unlicensed-practice rules are state-specific]

Why it matters: Coaching relationships often involve regular contact between sessions — email check-ins, voice messages, shared worksheets. Without a clause defining the session format, frequency, and permitted between-session communication, clients may expect unlimited access and dispute charges for time spent outside formal sessions.

What Clausio checks: That the agreement specifies session length, frequency, delivery format (video, phone, in-person), any between-session communication that is included, and what is billed as extra.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguous service scope is construed against the drafter. [Confidence: medium]

Why it matters: Many coaches sell packages or retainers — a block of sessions paid upfront. Without a clear refund policy, a client who disengages mid-package can claim entitlement to a pro-rated refund under the "unjust enrichment" principle. A written refund clause that the client agreed to at signup is the coach's best defense against chargebacks and small-claims actions.

What Clausio checks: That the fee structure is specified (per-session, package, retainer), that the payment due date is stated, that the refund policy is explicit (full refund, partial, no refund after X sessions), and that late-payment consequences are defined.

Legal basis: Restatement (Second) of Contracts § 347 — the measure of damages for breach is the expectation interest (what the plaintiff would have received had the contract been performed). Note: NYC coaching engagements over $800 may also trigger the NYC Freelance Isn't Free Act (N.Y.C. Admin. Code § 20-928). [Confidence: medium for Restatement; NYC statute high]

Why it matters: Coaches sell time. A client who cancels with one hour's notice or simply does not show up leaves an irreplaceable slot unfilled. A cancellation clause with a clear minimum notice period and a stated consequence (full charge, 50% charge, forfeiture of session credit) is the only way to hold a client accountable without a dispute.

What Clausio checks: That the agreement specifies a minimum cancellation notice window, the consequence of late cancellation or no-show, any exceptions (documented emergency, illness), and a cap on rescheduling per engagement period.

Legal basis: Restatement (Second) of Contracts § 347 — expectation damages; a written cancellation policy converts a soft expectation into an enforceable obligation. [Confidence: medium]

Why it matters: Clients share sensitive personal and professional information in coaching sessions. Unlike licensed therapists, coaches have no legally mandated confidentiality privilege — a client cannot prevent a coach from disclosing session content in litigation unless there is a written confidentiality agreement. A confidentiality clause also helps coaches explain to clients what they can and cannot promise to keep private (for instance, a coach may be required to disclose an imminent threat of harm).

What Clausio checks: That the agreement includes a coach's confidentiality obligation, lists any exceptions (legal compulsion, duty to warn, supervision), and states what happens to session notes and recordings on termination.

Legal basis: Unlike therapist-patient privilege (which is a creature of state evidence law and does not cover coaches), a coaching confidentiality clause is a purely contractual obligation — enforceable as a breach-of-contract claim. The DTSA whistleblower-immunity notice (18 U.S.C. § 1833(b)) is relevant if the coach also handles business trade secrets. [Confidence: medium]

Why it matters: Coaching outcomes depend heavily on the client's own effort, follow-through, and circumstances outside the coach's control. Implied warranties of fitness for purpose can arise in service contracts under general contract law. A clear "no guarantee" clause sets realistic expectations and protects the coach from claims that promised results were not delivered.

What Clausio checks: That the agreement states that results are not guaranteed, that the client is responsible for their own decisions and actions, and that the coach is not liable for outcomes attributable to factors outside the coaching engagement.

Legal basis: Restatement (Second) of Contracts §§ 201–203 — ambiguous promises of "results" can be construed as contractual warranties; an explicit disclaimer limits this exposure. [Confidence: medium]

Why it matters: A client who makes a significant life change — career shift, major financial decision, relationship change — following coaching advice and is dissatisfied with the outcome may seek to hold the coach financially responsible. Without a liability cap, the coach's exposure is theoretically unlimited. A mutual liability cap set at the total fees paid is standard in professional-services agreements.

What Clausio checks: That a liability cap exists, that categories of excluded damages (indirect, consequential, emotional distress, lost earnings) are specified, and that the cap is set to a defined dollar amount or formula (e.g., total fees paid in the prior 12 months).

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Enforceability is generally high in US B2B contexts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: Online coaching is inherently multi-jurisdictional — a coach in Texas may have clients in New York, California, and Europe. Without a governing-law clause, any dispute requires a conflict-of-laws analysis to determine which state's rules apply. Without a dispute resolution clause, a $2,000 coaching dispute ends up in small-claims or state court.

What Clausio checks: That governing law and venue are specified and that a dispute resolution mechanism (arbitration, mediation, or court) is named. Flags if governing law is blank.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen governing law unless the chosen state has no substantial relationship to the transaction, or applying it would violate a fundamental policy of the state with the greater interest. [Confidence: medium]
Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause "shall be valid, irrevocable, and enforceable" save for standard contract defenses (fraud, unconscionability, duress).