MASTER SERVICES AGREEMENT
Aaron Ott Coaching | www.aaronottcoaching.com
Version: 1.0 | Effective Date: 1/1/2026 | Last Updated: 2/24/2026
This Master Services Agreement ("Agreement") governs the professional services relationship between Aaron Ott, operating as Aaron Ott Coaching ("Coach" or "Service Provider"), and the client identified in each executed Statement of Work ("Client"). Each Statement of Work ("SOW") is a binding supplement that incorporates this Agreement in full by reference. This Agreement does not need to be re-signed for each new engagement. The current version of this Agreement is always available at www.aaronottcoaching.com/msa. Prior versions remain accessible at their versioned URLs (e.g., /msa-v1).
1. Definitions
The following terms have the meanings set forth below when used in this Agreement or any SOW:
"Agreement" means this Master Services Agreement, including all amendments and addenda referenced herein.
"Client" means the individual or organization identified in an executed SOW as the recipient of Services.
"Client Data" means all information, materials, and content shared by or about Client in the course of an engagement, including but not limited to session content, notes, transcripts, recordings, action items, assessments, communications, and any other data created, collected, or processed in connection with Services.
"Coach" means Aaron Ott, operating as Aaron Ott Coaching.
"Coach Materials" or "Intellectual Property" means all frameworks, tools, worksheets, assessments, slide decks, handouts, training materials, and other content created or provided by Coach, whether before, during, or after an engagement.
"Confidential Information" means any non-public information disclosed by either party to the other in the course of this Agreement or any SOW, including but not limited to business strategies, financial information, personal information, session content, and proprietary methods. Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) independently developed without use of the disclosing party’s Confidential Information, or (c) rightfully received from a third party without restriction.
"Data Breach" or "Security Incident" means any unauthorized access, acquisition, use, disclosure, alteration, or destruction of Client Data or Confidential Information, whether accidental or intentional.
"Engagement" means the period during which Services are actively being provided under a specific SOW.
"Services" means the coaching, facilitation, training, speaking, consulting, or other professional services described in each SOW.
"SOW" or "Statement of Work" means a signed supplement to this Agreement specifying the scope, terms, fees, and schedule for a particular Engagement.
"Third-Party Platforms" means the software tools, applications, and services used by Coach to deliver Services and manage the business, as described in the Privacy Policy at www.aaronottcoaching.com/privacy-policy.
2. Nature of Services
Coach provides professional coaching, facilitation, training, speaking, and consulting services as described in each SOW. Services are not therapy, medical treatment, or legal advice and do not substitute for professional mental health, legal, or medical services. Coach may recommend additional professional support when appropriate.
3. Client Responsibilities
Client is solely responsible for their own decisions, actions, and results arising from the Engagement. Client agrees to engage honestly, openly, and in good faith. Coach shall not be liable for any direct or indirect outcomes arising from Client’s choices or actions.
4. Statements of Work
Each Engagement will be documented in a signed SOW specifying service type, duration, format, fees, and payment schedule. Current SOW types include:
SOW-A: Individual Coaching (1:1 program)
SOW-B: Team Coaching (group or organizational)
SOW-C: Custom Services (workshops, keynotes, speaking, consulting, and other engagements)
Additional SOW types may be introduced as service offerings evolve. Each SOW will identify the version of this Agreement it incorporates. In the event of conflict between an SOW and this Agreement, the SOW governs for matters specific to that Engagement. Material changes to an active SOW require written agreement from both parties.
5. Acceptance of This Agreement
Client accepts and is bound by this Agreement upon the earliest of the following:
Signing or initialing an SOW that references this Agreement by URL or title;
Clicking "I Agree" or checking an acceptance box linked to this Agreement on any digital form, invoice, or payment platform;
Submitting payment for any Services described in an SOW; or
Commencing participation in any Service provided by Coach.
Coach reserves the right to update this Agreement. When updates are made, active clients will be notified by email to the primary email address on file at least 7 days before the changes take effect. Continued engagement after the notice period constitutes acceptance of the revised Agreement. The version in effect at SOW execution governs that Engagement unless the Client is notified of and accepts a subsequent version.
6. Fees, Payment & Refund Policy
Fees are specified in each SOW. The following general terms apply to all Engagements:
All fees are non-refundable once Services have commenced.
Client is encouraged to confirm fit with Coach before executing any SOW.
Refund exceptions are considered case-by-case and must be submitted in writing to hello@aaronottcoaching.com.
Late payments may result in suspension of Services after 7 days past due.
7. Lapsed Services
If Client fails to begin Services within 3 months of initial payment under any SOW, fees for that SOW are forfeited. Coach will make reasonable efforts to provide a comparable digital resource (e.g., a relevant workbook, guide, or recorded resource aligned with the original SOW scope) within 6 months of payment. After 6 months, a new SOW at current pricing is required.
8. Cancellation & Rescheduling
Client must provide 48 hours advance notice to cancel or reschedule any session. Coach will make good-faith efforts to reschedule. Repeated late cancellations (fewer than 48 hours’ notice) may be counted as completed sessions at Coach’s discretion. SOW-specific cancellation terms (e.g., for workshops or events) supersede this section.
9. Confidentiality and Mutual Non-Disclosure
This Agreement establishes mutual confidentiality obligations between Coach and Client. Both parties recognize that a productive coaching relationship depends on candor, safety, and trust. To that end:
Coach’s Obligations: Coach will not disclose any Confidential Information or Client Data shared by Client in the course of the Engagement to any third party without Client’s prior written consent. This includes, but is not limited to, personal or professional background, goals, challenges, session content, notes, transcripts, and communications. Coach will not disclose information that is not already publicly known or available, or that was not provided to Coach through means outside of this coaching relationship.
Client’s Obligations: Client will hold in confidence all Coach Materials, proprietary frameworks, tools, methods, processes, and materials shared by Coach. Client shall not disclose these to third parties or use them for commercial purposes without Coach’s prior written consent.
Exceptions: Either party may disclose Confidential Information if required by law, regulation, or court order, or where there is a credible and imminent risk of harm to the Client or others. To the extent permitted by law, the disclosing party will provide the other party with reasonable notice before making any legally compelled disclosure.
This confidentiality obligation is not legally privileged (unlike attorney-client or therapist-client relationships). This obligation survives termination of any SOW and this Agreement.
10. Intellectual Property
All Coach Materials, including frameworks, tools, worksheets, assessments, materials, and content created or provided by Coach, remain the sole intellectual property of Coach and are protected by applicable copyright, trademark, and intellectual property laws.
During an active Engagement, Coach grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use provided materials solely for Client’s personal professional development purposes within the scope of the Engagement. This license does not permit Client to copy, reproduce, distribute, resell, share with third parties, or use materials for any commercial purpose without Coach’s prior written consent. This license expires upon termination or completion of the applicable SOW.
Client retains full ownership of all Client Data, information, materials, and content they share with Coach in the course of the Engagement.
11. Non-Disparagement
Consistent with the spirit of coaching — which exists to bring out the best in people — both Coach and Client agree to conduct themselves with integrity and mutual respect throughout and following any Engagement.
During any active Engagement and for a period of five (5) years following the cessation of any Services under this Agreement or any SOW, neither party shall make, publish, or encourage any statement — oral, written, or digital — that constitutes commercial disparagement: a knowingly or recklessly false statement of fact intended to damage the other party’s business, livelihood, or commercial reputation. This includes but is not limited to fabricated claims about services rendered, professional competence, or business practices made on any social media platform (including LinkedIn, Facebook, Instagram, X/Twitter, and others), review sites (including Google Reviews, Yelp, Trustpilot, and similar platforms), professional directories, forums, podcasts, or any other public or semi-public forum.
Permitted Activity: Nothing in this clause restricts either party from (a) posting truthful, good-faith opinions or honest reviews of their experience on public review platforms; (b) providing truthful feedback through private or mutually agreed channels; (c) making statements required by law or in response to a lawful subpoena, court order, or government inquiry; or (d) sharing their coaching experience privately with trusted advisors, colleagues, or support persons. The parties acknowledge that truthful statements of opinion and honest accounts of personal experience are protected expression and are not subject to this clause.
12. Session Recording, AI Tools & Consent
As permitted under Nebraska law (Neb. Rev. Stat. §86-290), coaching sessions may be recorded. Recording or AI-assisted transcription tools (such as Fireflies.ai or Pocket) may be active during sessions. Coach will inform Client when such tools are in use. Recorded and transcribed materials are treated as Confidential Information in accordance with Section 9 of this Agreement. Recordings are used solely for coaching purposes — to document progress, action items, and session insights.
Default Consent: By executing an SOW that references this Agreement, Client consents to session recording and AI-assisted processing as described herein and in the Privacy Policy at www.aaronottcoaching.com/privacy-policy. Client may withdraw consent for any specific session by verbally requesting to go “off the record” at any point during a session. Coach will immediately pause or disable recording and AI tools for the remainder of that session or until Client indicates recording may resume. This per-session opt-out does not require written notice and does not affect consent for other sessions.
13. Data Security Measures
Coach is committed to safeguarding Client Data and Confidential Information through reasonable administrative, technical, and organizational security measures appropriate to the nature and sensitivity of the information handled.
Coach’s specific data security practices, including encryption standards, access controls, password policies, device security, third-party platform security, and incident response procedures, are described in the Data Security Measures Addendum, available at www.aaronottcoaching.com/data-security. The Data Security Measures Addendum is incorporated by reference into this Agreement. Coach may update the Addendum from time to time to reflect changes in technology, platforms, or best practices. Active clients will be notified of material changes by email at least 7 days before changes take effect.
14. Cyber Incident & Breach Notification
Coach’s Notification Obligation: In the event of a Data Breach or Security Incident that affects Client Data or Confidential Information, Coach will notify the affected Client as soon as reasonably practicable after becoming aware of the incident. Notification will be provided via email to the Client’s primary email address on file and will include, to the extent known: (a) a description of the nature of the incident; (b) the types of data believed to be affected; (c) the date or approximate date of the incident; (d) the steps Coach is taking to investigate and remediate the incident; and (e) any recommended steps Client should take to protect themselves.
Cooperation: Coach will cooperate with Client in good faith to investigate and mitigate any Data Breach or Security Incident, and will provide reasonable updates as more information becomes available.
Client Breach — Coach’s Right to Terminate: If Client or Client’s organization experiences a data breach, security incident, or unauthorized disclosure that exposes, compromises, or places at risk Coach’s Confidential Information, Intellectual Property, Coach Materials, or any information created within the confines of a coaching Engagement (including but not limited to session content, proprietary frameworks, or other client engagement data), Coach may, at Coach’s sole discretion, immediately suspend or terminate Services under any or all active SOWs to protect the integrity of Coach’s business, intellectual property, and other clients. In such event, Coach will provide written notice of suspension or termination and the basis for the action. Client remains responsible for all fees incurred through the date of suspension or termination. This right is in addition to any other remedies available to Coach under this Agreement or applicable law.
15. Data Portability
Client has the right to request a copy of their Client Data at any time during an active Engagement or upon cessation of Services. Coach does not automatically provide detailed session notes, transcripts, action items, or other Client Data, but will make such data available upon written request from Client.
Upon receiving a written request (email to hello@aaronottcoaching.com is sufficient), Coach will compile and deliver Client Data in a commonly used electronic format (e.g., PDF, Word, or other standard format) within fourteen (14) business days. Coach will make reasonable efforts to provide data in the format requested by Client, subject to technical feasibility.
Upon cessation of Services under any SOW, Coach will inform Client of their right to request their Client Data. If Client does not request their data, it will be retained and deleted in accordance with Section 16 of this Agreement.
16. Records Retention & Deletion
Client records and related coaching materials are retained for a minimum of three (3) years following the end of an Engagement, consistent with Nebraska’s general civil statute of limitations and professional recordkeeping best practices.
After the applicable minimum retention period has elapsed, Client Data will be permanently deleted using each platform’s native deletion functions. Coach will not retain copies of Client Data beyond the retention period unless required by law or unless Client and Coach agree otherwise in writing.
Client may request early deletion of their Client Data at any time by submitting a written request to hello@aaronottcoaching.com. Coach will honor such requests and permanently delete the data using each platform’s native deletion functions within a reasonable timeframe, except where retention is required by law, regulation, or the terms of this Agreement (e.g., financial records required for tax purposes). Coach will confirm deletion to Client in writing upon completion.
17. Independent Contractor
Coach is an independent contractor and not an employee, partner, or agent of Client. Each party is responsible for their own tax obligations arising from this Agreement and any SOW.
18. Termination
Either party may terminate this Agreement or any active SOW with written notice. Client remains responsible for all fees incurred through the termination date. Termination by either party does not entitle Client to a refund of fees already paid, except at Coach’s sole written discretion.
In addition to the general right of termination, Coach may immediately suspend or terminate Services under the circumstances described in Section 14 (Client Breach) of this Agreement. Upon termination for any reason, the provisions of this Agreement that by their nature should survive — including Sections 9 (Confidentiality), 10 (Intellectual Property), 11 (Non-Disparagement), 14 (Cyber Incident & Breach Notification), 15 (Data Portability), 16 (Records Retention & Deletion), and 21 (General Provisions) — shall continue in full force and effect.
19. Force Majeure
If Coach is unable to fulfill Services due to illness, emergency, or circumstances beyond Coach’s reasonable control, Coach will reschedule affected sessions at no additional cost to Client.
20. Limitation of Liability
Coach makes no guarantees regarding specific outcomes. Coach’s total liability to Client under this Agreement and any applicable SOW shall not exceed the total fees paid by Client under the applicable SOW giving rise to the claim. In no event shall either party be liable for indirect, incidental, consequential, or punitive damages.
21. General Provisions
Governing Law: This Agreement is governed by the laws of the State of Nebraska, without regard to conflict of law principles.
Dispute Resolution: The parties agree to resolve any dispute arising from or related to this Agreement or any SOW through the following process, in order:
First, the parties will attempt to resolve the dispute informally through good-faith negotiation for a period of 15 days following written notice of the dispute.
If unresolved, the parties will submit the dispute to non-binding mediation administered by a mutually agreed mediator or through the American Arbitration Association (AAA) or JAMS, at a location in Omaha, Nebraska or by remote proceeding.
If mediation does not result in resolution within 60 days of commencement, the dispute shall be submitted to binding arbitration administered by the AAA or JAMS under their then-current commercial arbitration rules. The arbitrator’s decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in Douglas County, Nebraska to prevent irreparable harm (including protection of intellectual property), without waiving the right to arbitrate the underlying dispute.
The parties agree that all dispute resolution proceedings shall be conducted confidentially. Each party shall bear its own attorney’s fees unless the arbitrator determines otherwise.
Electronic Signatures & Acceptance: Electronic signatures, checkbox acceptance, initialing, and payment submission are valid and binding consistent with Nebraska’s Uniform Electronic Transactions Act (UETA) and the federal E-SIGN Act.
Entire Agreement: This Agreement, together with all executed SOWs and any addenda referenced herein (including the Data Security Measures Addendum), constitutes the complete agreement between the parties and supersedes all prior discussions, representations, and agreements. Amendments to this Agreement will be published at the canonical URL www.aaronottcoaching.com/msa. SOW-specific amendments require written agreement from both parties.
Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
Notices: Notices shall be delivered via email to the primary email address on record for each party, or via certified mail to Coach’s address of record.
Version Control: This Agreement is versioned. Each SOW references the version in effect at time of signing. The current version is always available at www.aaronottcoaching.com/msa. Prior versions remain accessible at their versioned URLs (e.g., www.aaronottcoaching.com/msa-v1).
Questions about this Agreement?
Contact Aaron Ott Coaching at hello@aaronottcoaching.com or visit www.aaronottcoaching.com.