SageSims Facilitator / Coach Agreement
Effective Date: December 1, 2025
This Facilitator / Coach Agreement (“Agreement”) is entered into as of ____________ (“Effective Date”) by and between:
SageSims LLC
(“SageSims”, “we”, “us”, or “our”)
and
Facilitator / Coach: _________________________________________________
Legal name (individual or entity)
Address: _____________________________________________________________
City, State/Province, Postal Code: ___________________________________
Country: _____________________________________________________________
Email: ____________________________ Phone: __________________________
Each a “Party” and together the “Parties”.
1. PURPOSE AND SCOPE
1.1 Purpose. This Agreement sets out the terms under which Facilitator will:
(a) participate in the SageSims Simulation Coach Academy and related training programs; and
(b) deliver or support delivery of SageSims simulations, programs, and sessions (the “Facilitation Services”) for SageSims, its customers, or its partners.
1.2 Relationship. Facilitator will act as an independent contractor and not as an employee, partner, or agent of SageSims. Facilitator has no authority to bind SageSims to any agreement, obligation, or representation unless specifically authorized in writing.
2. DEFINITIONS
2.1 “SageSims Materials” means all SageSims simulations, scenarios, content, tools, software, templates, training modules, Documentation, and related intellectual property.
2.2 “Customer” means any organization or institution that purchases SageSims products or services.
2.3 “Facilitation Engagement” means a specific event, cohort, or program where Facilitator provides Facilitation Services, as defined in a statement of work, order form, or written assignment from SageSims.
2.4 “Confidential Information” means non public business, technical, or personal information disclosed by a Party that is marked or should reasonably be understood as confidential, including SageSims Materials, Customer information, and participant data.
3. ELIGIBILITY AND TRAINING
3.1 Simulation Coach Academy. Facilitator will complete the required Simulation Coach Academy curriculum and any required assessments before leading or co leading SageSims simulations, unless SageSims explicitly approves exceptions.
3.2 Ongoing development. Facilitator agrees to maintain familiarity with SageSims methodologies, scenarios, tools, and facilitation practices, including updates communicated through the Simulation Coach Academy or Facilitator resources.
3.3 Professional standards. Facilitator will conduct themselves in a professional manner, consistent with the standards of senior leadership development, board education, and executive training environments.
4. FACILITATION SERVICES
4.1 Scope of services. For each Facilitation Engagement, SageSims will provide Facilitator with a written assignment, SOW, or schedule that describes:
(a) the Customer and audience;
(b) the date(s), time(s), format (onsite or virtual), and location or platform;
(c) the scenario(s) and objectives; and
(d) the compensation structure for that engagement.
4.2 Delivery expectations. In each Facilitation Engagement, Facilitator will:
(a) prepare by reviewing the scenario, materials, and run sheet;
(b) arrive or log in on time, ready to deliver;
(c) uphold psychological safety, respect, and constructive dialogue;
(d) follow the Simulation Participant Code of Conduct, the Acceptable Use Policy, and any Customer site rules; and
(e) collaborate with SageSims staff and co facilitators as requested.
4.3 Substitution. Facilitator will not assign or subcontract their obligations without prior written consent from SageSims. If Facilitator is unable to deliver a scheduled session, they will notify SageSims as soon as reasonably possible so that SageSims can arrange a replacement or reschedule.
5. COMPENSATION AND EXPENSES
5.1 Compensation. SageSims will pay Facilitator for Facilitation Services as described in the applicable Facilitation Engagement assignment or SOW. Unless otherwise agreed:
(a) fees are based on daily rates, session rates, or flat fees; and
(b) payment is made within ______ days of receipt of a valid invoice.
5.2 Expenses. Reasonable, pre approved travel and living expenses directly related to an onsite Facilitation Engagement will be reimbursed at cost, in line with SageSims’ or Customer’s documented expense policies where provided.
5.3 Taxes. Facilitator is responsible for all taxes, social security, and similar obligations relating to their compensation. SageSims may issue appropriate tax forms as required by law.
6. INDEPENDENT CONTRACTOR STATUS
6.1 No employment relationship. Nothing in this Agreement creates an employment relationship. Facilitator is responsible for their own taxes, benefits, insurance, and compliance with applicable laws governing their services.
6.2 No benefits. Facilitator is not entitled to any benefits provided by SageSims to employees, including health insurance, retirement benefits, paid leave, or similar programs.
6.3 Tools and equipment. Facilitator is responsible for their own computer, internet connection, and usual tools of trade required to deliver Facilitation Services, unless otherwise agreed in writing.
7. USE OF SAGESIMS MATERIALS AND INTELLECTUAL PROPERTY
7.1 License to use SageSims Materials. SageSims grants Facilitator a limited, non exclusive, non transferable, revocable license to use SageSims Materials solely:
(a) to participate in the Simulation Coach Academy; and
(b) to deliver Facilitation Services under this Agreement and under SageSims’ direction.
7.2 Restrictions. Facilitator will not:
(a) copy, distribute, sell, or license SageSims Materials to any third party;
(b) use SageSims Materials to build, market, or deliver a competing product or service;
(c) remove or modify any proprietary notices; or
(d) modify SageSims simulations or content in any way not approved by SageSims.
7.3 Facilitator materials. Facilitator retains ownership of their pre existing training materials, stories, or frameworks, subject to the license granted in Section 7.4.
7.4 License to Facilitator materials. To the extent Facilitator uses their own content within a Facilitation Engagement at SageSims’ request, Facilitator grants SageSims a non exclusive license to use that content as part of the Engagement, including in recordings and participant handouts.
7.5 Improvements. SageSims owns all rights in any improvements or derivatives of SageSims Materials created as part of Facilitation Services, even if Facilitator contributed ideas or feedback. Facilitator may continue to use their own general skills and expertise.
8. CONDUCT, POLICIES, AND BRAND
8.1 Code of Conduct and AUP. Facilitator agrees to comply with:
(a) the SageSims Simulation Participant Code of Conduct and Acknowledgment (adapted for facilitators where relevant);
(b) the SageSims Acceptable Use Policy (AUP);
(c) the SageSims Privacy Policy; and
(d) any Customer specific site rules or requirements.
8.2 Professional behavior. Facilitator will:
(a) treat all participants with respect and maintain a safe learning environment;
(b) avoid harassment, discrimination, or inappropriate language or behavior;
(c) handle sensitive topics with care, including risk, crisis, and personal experiences; and
(d) immediately escalate any safety or conduct concerns to SageSims.
8.3 Brand and representation. Facilitator may describe themselves as a “SageSims Certified Facilitator” or similar title only while in good standing and only as permitted by SageSims’ brand guidelines. Facilitator will not misrepresent their relationship with SageSims or claim authority beyond this Agreement.
8.4 Conflicts of interest. Facilitator will disclose any known conflict of interest that may affect a Facilitation Engagement, such as existing consulting relationships with a Customer.
9. CONFIDENTIALITY AND DATA PROTECTION
9.1 Confidential Information. Facilitator will keep SageSims’ and Customers’ Confidential Information confidential and use it only to perform Facilitation Services.
9.2 Participant and Customer data. Facilitator will:
(a) handle any participant or Customer personal data in line with SageSims’ privacy and security instructions;
(b) not store or export participant or Customer data on personal systems except where expressly permitted; and
(c) not use participant data for any purpose outside the Facilitation Engagement.
9.3 Data incidents. If Facilitator becomes aware of any loss, misuse, or unauthorized access to Customer Data or SageSims confidential materials, Facilitator will notify SageSims promptly and cooperate with SageSims’ response efforts.
10. RECORDINGS, MEDIA, AND MARKETING
10.1 Session recordings. If SageSims or the Customer records any sessions, Facilitator consents to the recording of their image, voice, and likeness, subject to applicable law and Customer approvals.
10.2 Use of recordings. Recordings may be used by SageSims for:
(a) internal quality review and training;
(b) participant review and debrief, where agreed with the Customer; and
(c) limited marketing or case study use, only with appropriate consents from the Customer and Facilitator.
10.3 Facilitator marketing. Facilitator may reference their SageSims work in their own professional materials, provided they:
(a) do not disclose any Confidential Information;
(b) do not suggest SageSims endorses Facilitator’s independent services; and
(c) comply with any Customer specific confidentiality obligations.
11. NON SOLICITATION (OPTIONAL, EDIT AS NEEDED)
11.1 Non solicitation of Customers. During the term of this Agreement and for ______ months after its end, Facilitator will not, without SageSims’ prior written consent, directly solicit SageSims Customers to purchase competing simulation or training services that are substantially similar to SageSims offerings, where Facilitator learned of the Customer through SageSims engagements.
11.2 Non solicitation of staff. Facilitator will not actively solicit SageSims employees to leave their employment for competing roles during the term of this Agreement, except through general public job postings.
12. TERM AND TERMINATION
12.1 Term. This Agreement begins on the Effective Date and continues until terminated by either Party as provided below.
12.2 Termination for convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days’ written notice. SageSims may shorten this period if necessary to protect customers or participants.
12.3 Termination for cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) materially breaches this Agreement and does not cure within fifteen (15) days after notice; or
(b) engages in serious misconduct, including breach of confidentiality, harassment, or unsafe behavior.
12.4 Effect of termination. Upon termination:
(a) Facilitator will stop using SageSims Materials, except as expressly allowed in writing;
(b) SageSims will pay Facilitator any undisputed fees for completed Facilitation Services;
(c) Facilitator will return or destroy Confidential Information upon request; and
(d) sections that by their nature should survive (including confidentiality, IP, and limits of liability) will remain in effect.
13. LIMITATION OF LIABILITY
13.1 Exclusion of certain damages. To the maximum extent permitted by law, neither Party is liable to the other for indirect, incidental, consequential, special, or punitive damages or for loss of profits or goodwill arising out of this Agreement.
13.2 Cap on liability. To the maximum extent permitted by law, each Party’s total aggregate liability related to this Agreement will not exceed the total amounts paid or payable by SageSims to Facilitator under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
13.3 Exceptions. The limitations in this section do not apply to:
(a) Facilitator’s misuse of SageSims Materials;
(b) either Party’s breach of confidentiality obligations; or
(c) liability that cannot legally be limited.
14. GENERAL
14.1 Governing law. This Agreement will be governed by the laws of ______________________________, without regard to its conflict of law rules. The Parties submit to the exclusive jurisdiction of the courts located in ______________________________.
14.2 Entire agreement. This Agreement, together with any attached or referenced policies (including the Simulation Coach Academy terms, Participant Code of Conduct, AUP, and Privacy Policy), is the entire agreement between the Parties regarding its subject and supersedes prior discussions.
14.3 Amendments. Any change to this Agreement must be in writing and signed by both Parties, except that SageSims may update referenced policies as described in those documents.
14.4 Assignment. Facilitator may not assign this Agreement without SageSims’ prior written consent. SageSims may assign this Agreement to an affiliate or successor.
14.5 Notices. Notices will be in writing and sent to the addresses listed above, or to updated addresses notified in writing.
14.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
14.7 No waiver. A Party’s failure to enforce any provision will not be a waiver of that provision or any other.
SIGNATURES
Facilitator / Coach:
Signature: ______________________________________________
Name: _________________________________________________
Title (if entity): _______________________________________
Date: ____ / ____ / ______
SageSims:
Signature: ______________________________________________
Name: Tyson Martin
Title: CEO & Co-Founder
Date: ____ / ____ / ______