Client Contract

Client Service Agreement

This Client Service Agreement (“Agreement”) is made and entered into by and between Night Owl Nanny Care, a Colorado limited liability company, 14405 W Colfax Avenue suite 132 Lakewood, CO 80401 (“NONC”), and Client, whose name and address are identified in Schedule A to this Agreement.

  1. Statement of Purpose of Agreement. Client desires to obtain and NONC desires to place Client with an NONC caretaker to provide overnight newborn care, daytime doula services, birth doula, in-person sleep training, or remote online sleep training, whichever service is requested by Client in Schedule A of this Agreement (the “Selected Services”). The parties further recognize that NONC is uniquely positioned to provide Client with multiple qualified candidates for placements and to manage the administrative aspects of placements and payments. Based on the desired services, NONC either will or has already connected Client with one or more of its caretakers available to provide the Selected Services, and Client will have or has had the opportunity to interview them and choose who Client wishes to work with. To carry out these purposes, the parties agree to the terms of this Agreement.
  2. Effective Date. This Agreement is effective as of the date signed by Client below.
  3. Services Offered and Selected. The services offered by NONC, and Client’s Selected Services are as identified and described in Schedule A. The selected caretaker will provide the Selected Services, but in the event of a temporary absence of that caretaker, NONC will work with the Client to arrange a temporary substitute caretaker.
  4. Selection of Caretaker. Client has three days after interviewing the last interviewee to select Client’s choice of NONC caretaker. After that time, NONC cannot guarantee the availability of the interviewees.
  5. Client Obligation Regarding Night Nanny and Sleep Training Services. For Night Nanny Services and Sleep Training Services, Client shall provide the caretaker with a place to rest or sleep in Client’s home, such as a spare bedroom or air mattress. Client shall coordinate with the caretaker to ensure the accommodation meets the caretaker’s needs.
  6. Payment by Client.
    1. Application Fee. Client shall pay to NONC a $100 application fee, which is due and payable at the time of signing this Agreement. This fee is nonrefundable under all circumstances.
    2. Compensation for Services. Client shall pay NONC the hourly rates for the selected NONC caretaker, as set forth in Schedule A to this Agreement. If a temporary substitute caretaker is provided at any point during the provision of services, Client shall pay that caretaker’s hourly rates.
    3. Expense Reimbursement. Client shall pay NONC for all child-care related expenses incurred by NONC or its caretaker in connection with this Agreement and the services provided. Client shall also pay the caretaker's hourly rate for any travel time incurred by a caretaker beyond 30 minutes one-way from the caretaker’s home.
    4. Timing of Payments. Client will be invoiced weekly for all amounts due under this Paragraph 5. Payments are due and payable immediately upon receipt, and Client remains obligated to make payments for services performed regardless of any Termination under Paragraph 9 below.
    5. Credit Card. Client expressly authorizes NONC to charge Client’s credit or debit card on file on a recurring basis for payments for services.
    6. Additional Compensation Requirements.
      1. Sleep Training Services must be reserved for a minimum of three nights, with the first night being a minimum of 12 hours, and all other nights being a minimum of 8 hours.
      2. Except as agreed to in advance and in writing by the caretaker, if Client cancels Night Nanny Services or Sleep Training Services for any reason with less than 30 days’ notice, Client is obligated to pay NONC for the canceled services, but no more than five eight-hour nights of the canceled service. For example, if a client cancels one night of services with one day of notice, and the caretaker does not agree in writing to suspension of the service, Client shall pay for one eight-hour night of services for that canceled night. As another example, if Client takes a one-week trip and provided three weeks of notice of cancellation of one week of services, and the caretaker does not agree in writing to suspension of the services, Client shall pay for five eight-hour nights for the canceled week of services.
  7. Client Obligation to Provide Complete Information. Client agrees that he or she will provide or has provided, prior to the start of Selected Services, NONC and its caretaker with all information necessary for safe and successful performance of the Selected Services. This includes, without limitation, all information required to be completed in Schedule A, and all health, allergy, need-specific, or other information relating to any child or dependent of Client for whom the caretaker will be caring for. Client represents that the minor child to be cared for does not require care that can be provided only by a licensed professional, or, if the minor child does require such care, that Client has made separate arrangements for that care. Client understands the critical importance to the health, safety, and welfare of those being cared for, and Client represents that Client will provide or has provided correct, complete, and accurate information to the best of Client’s knowledge and ability.
  8. Authorization to Act in an Emergency. Client authorizes NONC or its caretaker to take action they deem necessary if they perceive an emergency that threatens the health or safety of a minor child in the caretaker’s care or of any other person, including providing emergency care and seeking emergency services. NONC or its caretaker will use reasonable efforts to contact Client prior to doing so, but Client recognizes that circumstances may reasonably require taking action even if NONC or its caretaker are unable to contact Client.
    1. Termination.
      1. Completion of Services. The Agreement terminates upon completion of services and the agreed duration in the agreement.
      2. Immediate Termination by NONC.
        1. Prior to scheduling the performance of any services, NONC may terminate this Agreement immediately and without notice if NONC or its caretakers, in their reasonable judgment, conclude that Client is not a good fit for their services.
        2. NONC may terminate this Agreement immediately and without notice if NONC or its caretaker, in their sole discretion, determine that the places, people, or circumstances surrounding the performance of services are unsafe, abusive, or threatening to the physical safety or wellbeing of any individual.

    Termination by NONC For Cause After Notice. NONC may terminate this Agreement immediately if Client, following seven days’ written notice from NONC, does not cure to NONC’s reasonable satisfaction a failure to provide the NONC caretaker with information necessary for safe and successful performance of the Selected Services or a failure to provide appropriate accommodation for rest or sleep to the NONC caretaker.

  9. Release, Indemnification, and Limit of Liability. For the purpose of this Paragraph 10, reference to NONC includes its officers, directors, members, agents, employees, caretakers, contractors, successors, assigns, insurance carrier(s), representatives, and anyone else acting on its behalf.
    1. Release of Liability. Client, on behalf of himself or herself and any member of Client’s family, releases and agrees not to sue NONC for any injury, damage, death, or other loss (including reasonable attorney fees) of any person, including but not limited to Client and any member of Client’s family, arising out of or related to the performance of any Selected Services pursuant to this Agreement, including but not limited to NONC use of and reliance on information or materials provided by Client, including without limitation information provided by Client under Paragraph 7 above, and legally required or permitted reporting of possible unlawful conduct. This agreement to release and not to sue includes but is not limited to any claim (whether an investigation or claim made in a court proceeding or elsewhere) for negligence (but not gross negligence or willful or wanton misconduct), wrongful death (including claims related to response, assessment, or treatment for emergency medical or other health issues), property damage, loss of consortium, breach of contract, and any other claims for liabilities, attorney fees, expenses or other loss.
    2. Indemnification. Client, on behalf of himself or herself and any member of Client’s family, agrees to defend and indemnify NONC against and for any injury, damage, death, or other loss (including reasonable attorney fees and expenses) of any person, arising out of or related to (i) the performance of any Selected Services pursuant to this Agreement, including but not limited to NONC’s use of and reliance on information or materials provided by Client, including without limitation information provided by Client under Paragraph 7 above, or (ii) Client’s failure to provide information or materials to NONC necessary to performance of Selected Services; (iii) Client’s tortious conduct, or the tortious conduct of a member of Client’s family, toward a third party, or (iv) Client’s breach of Client’s obligations under this Agreement. This agreement to defend and indemnify includes an agreement to pay any liabilities, attorney fees, expenses or any other losses NONC incurs defending such claims. If Client is obligated to defend under this Paragraph b, NONC retains the right to select counsel and control the defense.
    3. Limit of Liability. In no event shall NONC’s aggregate liability arising out of or related to this Agreement, whether for breach of contract, tort, or other claim, exceed the fees charged by NONC and paid by Client pursuant to the compensation for services under Paragraph 6.b above.

  10. Nonsolicitation and Liquidated Damages. During the term of this Agreement and for a period of one year after Termination, Client shall not hire or solicit to hire, directly or indirectly, any NONC caretaker who NONC introduced to Client, regardless of whether that NONC caretaker provided services to Client; Client shall not refer a third party to directly or indirectly hire or solicit to hire any NONC caretaker who NONC introduced to Client, regardless of whether that NONC caretaker provided services to Client; and Client shall not make any private agreement or engage in any action that is inconsistent with this Agreement, has the effect of avoiding any obligation under this Agreement, or that enables any other person to avoid payment to NONC of the application fee or the fees for NONC services it facilitates by finding and administering placements of qualified service providers. If Client breaches this provision, Client shall be liable to pay NONC liquidated damages of $10,000. Client agrees that this amount of liquidated damages is a reasonable estimate of presumed actual damages to NONC and that it would otherwise be difficult to determine NONC’s actual damages resulting from Client’s breach. Notwithstanding the limitations in Paragraphs 14.c and 14.d below, NONC may apply to any court of competent jurisdiction for injunctive relief to prevent a threatened breach or to stop a breach of this Paragraph. The remedies available to NONC under this Paragraph are not exclusive, and NONC retains all other legal and equitable remedies for any breach or threatened breach of this Agreement.
  11. Confidentiality. In performing the Selected Service, NONC and its caretakers may gain access to information that the Client considers confidential, such as information about medical care and personal needs of Client’s child. NONC and its caretakers will hold that information in confidence and will not, except as otherwise necessary in their judgment to protect the health and safety of individuals for whom services are being provided, disclose that information to third parties or use that information for any purpose other than those reasonably contemplated in the context of the services provided.
  12. Independent Contractor. NONC’s relationship with client is as an independent contractor. This Agreement does not create and shall not be deemed to create an employment, agency, or fiduciary relationship between Client and NONC, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  13. General Terms.
    1. Amendments. This Agreement may not be amended except in a writing signed by both parties.
    2. Choice of Law. This Agreement is governed by Colorado law without giving effect to those principles of conflict of laws that might otherwise require the application of the laws of another jurisdiction.
    3. Jurisdiction and Venue. Except as set forth in Paragraph 11 above, any dispute not resolved by mediation or arbitration, such as to enforce an arbitration award, must be brought in Jefferson County, Colorado, or the U.S. District Court for the District of Colorado. Each party further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding.
    4. Dispute Resolution. If a Dispute (defined as a claim or controversy arising from this Agreement including, without limitation, contract, tort and other claims) arises between the parties, the parties agree to first attempt to resolve the dispute through good faith discussions. If friendly discussions fail to resolve the Dispute, then any party may require, by written demand, that the Dispute be submitted to nonbinding mediation to take place within 45 days of the written demand. The fees and expenses of mediation will be shared equally by the parties. If the parties do not resolve the dispute within 45 days of the written demand for mediation, then either party may require that the dispute be submitted to binding, non-appealable arbitration by sending a written demand for arbitration. The parties agree that, if they are unable to agree on a single arbitrator, then JAMS in Denver, Colorado will appoint a JAMS arbitrator in Denver, Colorado. The parties agree that all Disputes and all efforts and proceedings undertaken to resolve Disputes shall be confidential and shall not be disclosed to third parties except for the purpose of obtaining professional legal or tax advice or as required by law.
    5. Assignment. This Agreement is not assignable by client without written consent of NONC.
    6. Severability. Any invalid or unenforceable provision will be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and the remainder of this Agreement will remain in full force and effect.
    7. Renegotiation of Terms Void Under Applicable Law or Regulatory Authority. If the performance of any term of this Agreement is in violation of applicable statutes, regulations, or rules, the parties will renegotiate that term. If the parties are unable to renegotiate that term within a reasonable time and that term is material to the performance of this Agreement, either party may terminate this Agreement upon thirty days’ written notice to the other party, unless earlier termination is required to comply with the applicable statute, regulation, or rule.
    8. No Waiver. No waiver of any breach of any one or more of the terms of this Agreement by either party will be deemed to imply or constitute a waiver of a breach of the same term in the future, or a waiver of a breach of any other term of this Agreement. No provision of this Agreement may be waived except by a written waiver signed by the waiving party.
    9. Beneficiaries. The parties agree that this Agreement is for the parties’ mutual and exclusive benefit, that it does not confer any rights upon any person not a party to this Agreement, and that no individual or entity shall be construed or considered to be a third-party beneficiary of this Agreement, including any payor or other individual or entity.
    10. Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter of this Agreement, and supersedes completely all related negotiations, discussions, and prior agreements between the parties.
    11. Limit to Bring Claims. Client must file any litigation arising out of or related to this Agreement within one year from the accrual of the cause of action, notwithstanding any statutory provision to the contrary.
    12. Assurances. The parties agree that they will sign, acknowledge, and deliver any documents or take such actions as may be necessary to give force and effect to this Agreement and to carry out its intent.
    13. Interpretation. Any ambiguity in this Agreement shall not be resolved against either party under any rules of construction.
    14. Costs and Attorney Fees. Except as provided in Paragraph 14.d above, if NONC retains counsel to enforce or prevent the breach or any threatened breach of this Agreement or to seek any other remedy relating to this Agreement, then it is entitled to reimbursement by Client for all costs, expenses, and reasonable attorney fees so incurred.
    15. Supremacy. In the event this Agreement conflicts with any other document between the parties for the transactions subject to this Agreement, the terms of this Agreement will control.
    16. Survivability. The obligations in this Agreement, which by their nature would continue beyond Termination of this Agreement will survive Termination of this Agreement, even if the terms of this Agreement do not otherwise specify that they survive. This includes but is not limited to Paragraphs 5, 7, 10, 11, and 14.
    17. Force Majeure. “Force Majeure” means causes beyond the reasonable control of a party, whether or not foreseeable, including without limitation acts of God; acts of a public enemy; war; rebellion; insurrection; riot; terrorist acts; epidemic; pandemic; any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority or any political subdivision or any department or regulatory agency thereof, including quarantine restrictions, stay-at-home orders or any requirements or restrictions of a similar nature; orders of any court or arbitral body; changes in law; acts of any person or persons engaged in subversive activity or sabotage; fires, floods, explosions, storms, earthquakes, lightning; or other catastrophes; strikes, lockout, picketing, work slow-downs or other labor disputes; boycott; embargoes; blockade; unavoidable delays or inability to obtain equipment, labor, fuel, steam, water, electricity or materials or anything else necessary to operate a party’s business, or other causes beyond the reasonable control of a party. If NONC or its caretaker is prevented or delayed in the performance of any material term, condition or obligation under this Agreement due to Force Majeure, NONC shall give prompt notice to the Client of the commencement, expected duration and termination of the Force Majeure event. The party’s nonperformance shall be excused and the time for performance extended for the period of delay or inability to perform due to the Force Majeure.
    18. Notice. Any notice, demand, or other communication (collectively, a “notice”) made pursuant to this Agreement must be in writing and either delivered by email, personally, sent by overnight delivery courier, or sent by certified or registered mail, postage prepaid, return receipt requested. Delivery is effective on the date emailed or personally delivered to the parties requiring notice, or the date confirmed delivered by the overnight delivery courier or by the mail service. Each party shall advise the other party immediately of any change in address or other contact information to which notice should be given. Notice to Client must be sent to the name and addresses or email(s) listed in Schedule A below.
      • Notice to NONC must be sent to:
      • Night Owl Nanny Care
      • 14405 W Colfax Avenue #132
      • Lakewood, CO 80401
      • If by email, to the following: info@nightowlnannycare.com
    19. Scan of Original Agreement. The original of this Agreement may be scanned and stored electronically, and any printout or output that accurately reproduces the original may be used for any purpose as if it were the original.
    20. Counterparts. This Agreement may be signed in counterparts which, when taken together, will be deemed an original and constitute one and the same document. Facsimile transmission of signed signature pages is sufficient to bind the signing party.
  14. Client is Authorized Parent or Legal Guardian. By entering into this Agreement, Client represents that he or she is the authorized parent or legal guardian for the child or children to be cared for under this Agreement and has the authority to enter into this Agreement.
  • Client/Parent 1
  • Date:
  • Signature:
  • Printed Name:
  • Client/Parent 2
  • Date:
  • Signature:
  • Printed Name:

Schedule A

To be completed in full by Client

  • Client(s) Name(s):
  • Client Home Address/Address for Notice under Agreement:
  • Client/Parent 1 Email:
  • Client/Parent 2 Email:
  • Client/Parent 1 Phone:
  • Client/Parent 2 Phone:
  • Address for Services (if different from home address):
  • Services described and selected:
  • Caretaker:
  • Hourly Rate:
Client Address: *
Client Address:
Hold Ctrl (Windows) or Cmd (Mac) + click to select multiple caretakers
Address for Services (if different from home address):
Address for Services (if different from home address):