Background

The purpose of the Background section is twofold--to put the Agreement in context and to express the intentions of the parties.

You may be accustomed to seeing this section called "Recitals" and containing a list of "WHEREAS" clauses ending with the crescendo "NOW THEREFORE" clause. Plain English drafters avoid those clauses like the plague. Instead, draft the Background in smooth prose. This is probably the only place in the contract where you will get to tell a little story. Use it well. Who are the parties? What do they do? Why are they entering into this deal? The Background section should not be too long or too lopsided (containing more information about one party than the other).

The Background section is a place where you should avoid following your models too closely. It is not as formulaic as the Preamble, for example. Ask yourself: What do my readers need to know about the parties? About what happened before (if anything) and about what is about to happen (the transaction)?

Remember that you should not include any operative provisions in the Background section. Be very careful not to include any covenants, conditions precedent, representations and warranties, or statements of discretionary authority here. The courts generally will not give effect to operative language continued in a Background section. And, if you include a covenant in the Background section, you run the risk of forgetting to include it in the body of the contract, where it would actually obligate a party to do something.

Sometimes the parties want to clarify their intentions early in a contract. Even though the Background section should not contain operative provisions, it can contain a statement of the parties' intentions. Sometimes, if there is a contractual dispute, the court will give effect to a statement of intentions included in the Background section instead of, or in addition to, admitting parol evidenceLinks to an external site. to those intentions.

Key Deal Terms

The parties to the agreement are going to be Abby Albatross and Dr. Hope A. Par who is a sport psychologist who works primarily with elite athletes all over the world and will be providing her services to Aby Albatross. It is important that location of services be provided and listed in the agreement as well as other important information regarding where they are going to be meeting for the services.

1. Location of services are to be provided:
   1. Dr. Par's Office (18 S. Waterhazard Avenue, Suite 1536, Chicago, Illinois 61231)
   2. Abby Albatross Home (Address needs to be provided in the agreement)
   3. Longbourn Park Country Club (3000 Falcon Drive): Needs to provide complete information regarding the country club and whether this is the only country club.
   4. Major LPGA Tournaments:
      1. McDonald's LPGA Championship Presented by Coca-Cola, (June 6-9, 2033)
      2. U.S Women's Open, (June 27-30, 2033)
      3. Evian Masters, (July 19-21, 2033)
      4. Kraft-Nabisco Championship (April 4-7, 2033) is excluded. Will not be participating.

It is important that the information of the location of where the tournaments are going to be located is also listed on the agreement and it should be included in the agreement like its listed below.

1. Services being provided:
   1. From April 10 - June 3, 2023:
      1. Sessions will be two times per week, Monday, and Wednesday at Dr. Par's office.

Each session will be 2.5 hours, to avoid confusion that is 150 minutes each session, starting at 10:00 a.m. and finishing at 12:30 p.m.

1. These sessions will be for "Regular talk therapy, focusing on problems with the mental side of Abby's golf game.

1. Dr. Par agrees to Abby's caddy, Chip Mulligan to attend these sessions if Abby should so desire.

1. One session per week, each Friday at Abby's home. Each session will start at 10:00 a.m. and will end at 12:30 p.m.

1. This weekly session will be for Dr. Par "to assist Abby with her practice session on her putting green."

1. Dr. Par agrees to Abby's caddy, Chip Mulligan to be present during these sessions.

1. If the weather permits, one session each Saturday at the Longbourn Park Country Club. Each session will start at 10:00 a.m. and end at 12:30 p.m.

1. In these sessions, "Dr. Par will play 18 holes of golf with Abby."

1. Consultation during each of the following major golf tournaments. For each tournament, Dr. Par must show up at the airport and be ready to travel the day before the start of each tournament.

1. June 6^th through June 9^th, 2033, at the McDonald's LPGA Championship
2. June 27^th through June 30^th, 2033, at the US Women's Open
3. July 18^th through July 21^st, 2033, at the Evian Masters
4. For each of the above tournaments, Dr. Par will provide consultations as follow:

1. On the plane on the way to the tournament
2. Over breakfast before each match, and over dinner after each match. For each of these sessions, the consultation will be in Abby's hotel room.

1. Follow Abby each day during each tournament, in order to observe her game.

1. Caddy services as requested by Abby, Dr Par shall abide to Abby's guidelines to comply with the rules of the tournament.

1. From July 29^th through October 31^st, 2033, Dr. Par will provide consultation services as but not limited to "focusing, dealing with mistakes, and overcoming the yips" as follow:

1. In case of good weather, every Tuesday, and Thursday during Abby's practice at the club. Each of these sessions will start at 10:00 a.m. and will extend until 18 holes have been played.

1. In case of bad weather, and subject to Dr. Par's recommendation, the consultation will be the analysis of Abby's swing and speed while using the video-camera/simulation facility at the club.

1. Starting October 30^th, 2033, Office therapy two times per week, that is every Monday and Wednesday. Each session will be 60 minutes.
2. Beginning July 21^st, 2033, as requested by Abby and if possible, Dr. Par the latter will provide [insert description of services] while attending minor tournament. (Need to request details of services expected from Dr. Par in these tournaments.

When it comes to dealing and explaining the price/rates of what is going to be charged and paid as well as the payment type and by when the payments are going to be made, it is Important that they are listed correctly and properly explained by each party so that there is no confusion. Down below the payments are being explained so that there is no confusion between Abby and Dr. Par as well as when the payment is due.

1. Price/Rates

1. A flat rate of $20,000 for all sessions to be held between April 10^th and Junes 3^rd, 2033.

1. To be paid in two equal payments of $10,000 each at Dr. Pars office. Both payments will be made via personal check.
   1. First payment is due April 18^th, 2033.
   2. Second payment is due on May 30^th, 2033.

1. $1,700 per day during the major gold tournaments for a maximum of 5 days per tournament.

1. The total quantity of days to be paid is subject to Abby's qualification into the next round (day) of the tournament. For clarification, if Abby plays the entire tournament, Dr. Par will be paid 5 days of service. If Abby does not qualify for the entire tournament, Dr. Par will be paid only 3 days of service.

1. In addition, Abby will cover the travel, food, and lodging cost against the receipts presented by Dr. Par.

1. The payment for the services and reimbursement of expenses while in a golf tour are due on the Friday following the completion of the tournament. These payments will be made via a personal check.

1. Finally, Dr. Par will receive 4% after taxes from any earrings received by Abby from winning in a tournament. These payments are to be made via personal checks at Dr. Par's office.

1. Flat fee of $25,000 for all consultations provided between July 29^th and October 31^st, 2033.

1. To be paid in two equal payments of $12,500 each. Both payments will be made via a personal check and are due at the end of each of the following sessions:
2. Session #1: September 5, 2033
3. Session #2: October 31^st, 2033
4. No deductions from this fee will apply even if a session is not being held for accompanying Abby in a minor golf tournament.

1. $250 per office therapy session to be held between July 29^th and October 31^st, 2033.

1. Each payment will be made via personal check.
2. Each payment is due at the end of each session.
3. If an office therapy session is not held because Dr. Par is attending a minor tournament with Abby, no payment for such office therapy session is required.

1. A fee of $1,200 per day while attending any minor golf tournament. This fee will be paid each day of the tournament in addition to one extra day for travel.
   1. In addition, Abby will cover the travel, food, and lodging costs.
   2. Dr. Par will receive a 4% after taxes from any earnings received by Abby from winning in a tournament. These payments are to be made via personal check at Dr. Par's office.

Abby should also explain and include in the agreement about the term of the contract. It is vital that the effective date is stipulated in the agreement so both parties are aware and do not have issues of conflict of interest as well as it needs to be stipulated the type of documents that Dr. Par will need to fill out and file for Abby and her insurance coverage. Also like it's listed down below; it is important that Abby is aware if Dr. Par is qualified to see her and that all her credentials that she says to have and she needs to provide the proof before or when signing the contract.

1. Term:
   1. One (1) year starting on April 10^th, 2033 (effective date).
   2. With possibility for renewal if Dr. Par is notified at least 30 days prior to the expiration, and Dr. Par agrees to extend the term.

1. Insurance Documentation:
   1. Dr, Par agrees to fill out any required insurance documentation for the mental services provided by Abby.

1. Representation and Warranties:

1. Dr, Par's covenants, represents, and warrants that:
   1. She is qualified to serve as a caddy per the Professional Caddies Association. (Copy of training record or certification needs to be requested.)
   2. Presently and as if April 4^th, 2033 - the day of signing of this agreement--, she does not have any other client who is an LPGA golfer.
   3. During the term of the contract and for six months after its termination or expiration, she will:
      1. Not take on any golfer in the LPGA as a client
      2. Keep and treat all information about Abby as confidential including the disclosure of their relationship as provider/patient.
      3. Include any information or reference to Abby in any publication made by Dr. Par
      4. To not engage in any conversation with Abby's caddy without Abby being present.
      5. Disclose any information to Abby's caddy, including but not limited to the rates being paid to Dr. Par by Abby.
      6. She has a Ph.D in sports psychology from the University of Iowa and it's a member of the Association for the Advancement of Applied Sport Psychology and will make available written proofs of these two on April 4^th, 2033 (the day of signing the contract). If this condition is not met, Abby will not be obligated to sign the agreement.

1. Abby covenants, represents and warrants that:
   1. She is a member of the LPGA
   2. She will not disclose any of the innovative techniques used by Dr. Par in her therapy to golfers, writers, and reporters.

1. Conflict of Interest:Dr. Par may continue seeing her other clients, even when working with them by phone while traveling with Abby, as long as such activity does not interfere with the services contracted during a golf tour.

1. Independent Contractors:The relationship between the parties under this agreement is that of independent contractors.

Abby also needs to include a clause regarding termination of a contract, and it is explained down below if there's termination without cause or with a cause. It explains that the contract can be terminated if there is a 30-day prior notice to Dr. Par.

1. Termination:

1. Without cause:
   1. Abby may terminate the agreement at any time and for any reason upon providing a thirty (30) days prior notice to Dr. Par.
   2. Dr, Par may terminate the agreement anytime and for any reason upon providing a thirty (30) days prior notice to Dr. Par if she helps Abby find a qualified sport psychologist approved by Abby. If the fees or charges for such new sport psychologist were higher than the ones established between Dr. Par and Abby, Dr. Par agrees to pay any difference between the new psychologist's rate and the one provided by Dr. Par to Abby.

1. With a cause: Abby may terminate this contract immediately in the event of:
   1. Wrongful conduct by Dr. Par including but not limiting to acts such as disclosing confidential information or speaking badly about Abby in the media.
   2. Dr. Par losing her license for any reason or if she is sanctioned for ethics violations.

1. In either scenario, whether termination is done with or without cause it is my recommendation that there is stipulation that only the services that have been successfully provided up until the day of termination should be paid accordingly.

Potential Legal Issues

Abby also needs to figure out what are some of the potential legal issues that she might face. The following legal issues listed below are the potential legal issues that Abby may face and it is important that it gets addressed before the signing of the contract

1. Independent Contract Status:

It is important to ensure that Dr. Par is properly classified as an independent contractor. This means that she must meet the following criteria:

• She must be in business herself.
• She must have control over her own work.
• She must provide her own tools and equipment's.
• The relationship between the parties under this agreement is that of independent contractors.

If Dr. Par is not properly classified as an independent contractor, Abby could be held liable for payroll taxes, Social Security taxes, and other benefits that are typically paid to employees.

1. Intellectual Property

The agreement should clearly define ownership of any intellectual property that is developed during engagement. This includes property such as training materials, assessment tools, and confidential information. The confidentiality provisions should prohibit Dr. Par from disclosing any confidential information to third parties without Abby's prior written consent. The agreement should require Dr. Par to return or destroy all confidential information upon termination of the agreement.

1. Dispute Resolution:

The agreement should include dispute resolution clause that specifies how any disputes will be resolved. This may involve mediation, arbitration, or litigation.

Additional Questions

Abby should consider the following questions regarding the agreement with Dr. Pars.

1. What if Dr. Par is not able to travel (illness, family emergency, etc.)?

It is important to know what will happen in this scenario if Dr. Par is not able to travel with Abby. There needs to be a clause that states what is going to happen in this situation and the arrangements that will need to be made if this were to happen.

1. What if Abby is not able to travel or decides not to compete in a tournament?

Like in the previous scenario, it is important to know what are going to be the arrangements if Abby is not able to travel or decides that she is not going to participate and that its included in the agreement before its signed.

I also recommend that Abby considers having the agreement be reviewed by an attorney before signing it. This will help to ensure that the agreement is enforceable and that it protects Abby's interest.