Privacy + Terms

RECITALS:
WHEREAS, Client is desirous of implementing coaching services into the Client's health practices,
as discussed more fully below;
WHEREAS, Coach is skilled and capable in the areas Client needs and would like to coach Client;
NOW, therefore, in consideration of the promises and covenants contained herein, the receipt and
sufficiency of which is acknowledged, the Parties do hereby agree as follows:

Article 1 - SCOPE:
This Agreement sets forth the terms and conditions whereby Coach agrees to provide professional
coaching Services (as described below). Coach will be engaged for the limited purpose of providing
these Services to the Client.

Article 2 - NO EMPLOYMENT:
Neither party is by virtue of this Agreement authorized as an agent, employee, or legal
representative of the other. Neither party shall have the power to control the activities and operations
of the other and its status at all times will continue to be that of an independent contractor
relationship.
Client may allow Coach to act as an authorized legal representative in certain circumstances under
the terms of this Agreement, but such circumstances will be agreed to by both Parties in writing
beforehand.

Article 3 - COACHING TERMS:
A coaching relationship between two Parties is essentially a relationship whereby the Coach assists
the Client in meeting the Client's potential within the areas the coaching relationship is meant to
focus on.
1. Client hereby acknowledges and agrees:
2. Client is solely and exclusively responsible for the choices that Client makes with
regard to this coaching relationship, as well as the Coach's recommendations and
input;
3. Client is solely and exclusively responsible for Client's own mental health, physical
health, business decisions, and any other actions or inaction Client chooses to take;
4. Coach is not liable for any result or non-result or any consequences which may
come about due to Client's relationship with Coach;
5. Coaching is not a therapeutic relationship or a medical one. Coach may not provide
therapy or medical services and Client is responsible for procuring these services at
Client's own will and discretion if needed.

Article 4 - DESCRIPTION OF SERVICES:
The Client hereby engages the Coach, and the Coach accepts such engagement to provide the
following coaching services for the Client (hereinafter, the "Services"):
Assistance with body acceptance, transformational procedures in regards to food and exercise and
diet mentality, and potential reduction in client(s) weight.
Coach and Client will use the following methods of contact for meetings throughout the coaching
relationship:
Phone, Email, Text Message, Zoom or Google Meet.
Coach may agree in a separate, written document to expand the scope of Services to include
additional tasks. Such written document may be informal, such as an email and will include
additional fees, as applicable.

Article 5 - WARRANTIES:
Coach represents and warrants that Coach has the knowledge, skills, and experience necessary to
provide the Services. Coach agrees that during the term of this Agreement, Coach will agree to
provide the Services at the request of the Client.
Coach represents and warrants that Coach maintains a specific certification as follows: Precision
Nutrition Level 1. Coach acknowledges and agrees that maintaining this certification is a material
inducement for the Client to enter this Agreement.

Article 6 - NON EXCLUSIVITY:
Coach may be engaged or employed in any other coaching business, trade, profession, or other
activity which does not place Coach in a conflict of interest with the Client. Client hereby explicitly
acknowledges and agrees that Coach may be engaged or employed with any other business or
industry, including, if applicable, Client's direct competitors.

Article 7 - AVAILABILITY & SCHEDULE:
Coach and Client agree to have coaching meetings on the following dates and times:
Weekly phone / zoom calls:
Support group daily 
Email when necessary
The length of each coaching meeting shall be as follows: 60-120 minutes. The Parties agree to the
following number of meetings total under this Agreement:
Coach and Client may agree to a change of the schedule between them, through an additional
written document. Coach and Client may also agree to adjust each meeting on a per meeting basis.

Article 8 - HOLIDAYS:
Coach will be unavailable on the following holidays:
New Year's Day
Memorial Day
Independence Day
Labor Day
Veteran's Day
Thanksgiving Eve
Thanksgiving Day
Christmas Eve
Christmas Day
New Year's Eve

Article 9 - FEES AND EXPENSES:
Client will be billed through an invoicing system for a flat fee of the following amount agreed. This flat fee
will cover each of the meetings agreed to between the Parties in this Agreement.
Payment will be made within the following amount of time after receipt of the invoice: . For past due
invoices, a late fee of the following will apply:
$10 for each day late

Article 10 - CANCELLATION, RESCHEDULE AND NO-SHOW POLICY:
Client or Coach may, from time to time, need to cancel or reschedule any of the coaching meetings.
If Coach is responsible for the reschedule, Coach will become available to Client as the soonest
possible opportunity within ten (10) business days. If Client is responsible for the cancellation or
reschedule, Client agrees to notify Coach no less than 24 hours prior to the scheduled meeting. If
Client cancels or reschedules within the 24-hour period, Client agrees to pay the full amount
required for the meeting, if requested by Coach (at Coach's sole and exclusive discretion). The
Parties will then attempt to reschedule the meeting in good faith. Regarding no-show appointments
that have not been rescheduled or cancelled on the client side, the call will be forfeited after two (2)
no-shows without a refund.

Article 11 - REFUND POLICY:
Client shall be granted a conditional money back guarantee for 14 days from the start of the program. Client during that time must attend one live coaching call, plus complete all work designated from the start of program up until refund request. Any refund request after 14 days without work completed will not be granted.

Article 12 - RECORD RETENTION POLICY:
Coach and Client hereby acknowledge and agree that they have specifically discussed Coach's
record retention policy. Coach will maintain communications, documents, information, and notes
related to Client, in a manner most convenient for Coach, for the following time period: six months.

Article 13 - TAXES:
Client and Coach shall each be solely responsible for all of their federal, state, and local taxes.
Article 14 - RESPONSE TIME:
Client agrees to respond to Coach no later than the following amount of time after being reached out
to for communication: 72 hours.
In the event of an emergency or other similar conflict, Coach will give the Client as much notice as
possible if there is the possibility of interruption to the Services, whether that interruption is
temporary or long-term.
Article 15 - CONFIDENTIALITY:
The existence of this coaching relationship, as well as any information that Coach receives from
Client, are to be fully and completely confidential under the terms of this Agreement. Client hereby
acknowledges and agrees, however, that a Coach-Client relationship is not considered a legally
confidential relationship and therefore communications between Coach and Client are not subject to
any legal confidentiality requirement or privilege. Coach will not, however, disclose Client's name or
any of Client's information without Client's consent, unless subject to a legal requirement, such as a
court order, subpoena, or law enforcement inquiry. It will be the Client's responsibility to address any
confidentiality issues with the Coach.
Confidential information under this Agreement shall specifically not include the following categories:
(1) information that is generally known to the public or known to Client's specific industry, (2)
information freely given by Client to any third-party; (3) information received by Coach from any
source that is not Client; (4) information in Coach's possession prior to this contractual Agreement;
(5) information developed independently by the Coach; (6) information which is received by the
Coach from the Client but that may imminently harm the Client or another individual; or (7)
information about any illegal activity.
Article 16 - TERMINATION:
This Agreement will automatically terminate after the agreed-upon amount of coaching meetings
have been completed.
The Parties may also terminate this Agreement prior to its natural expiration under certain
circumstances.
This Agreement may be immediately terminated in the event that there is a breach of the terms by
either Party. For a material breach, the Parties are required to give notice, in writing, specifying what
the breach was, but do not have to give advance notice to terminate the Agreement.
This agreement will also immediately terminate upon the death of the Coach or Client, the inability of
the Coach to perform the Services because of a sudden and medically-documented physical or
mental disability, the liquidation, dissolution or discontinuance of the business of the Client in any
manner, or the filing of any petition by or against the Client or Coach under federal or state
bankruptcy or insolvency laws.
This Agreement may also be terminated by either Party in writing for any reason. Notice shall be
given at least the following amount of time before termination: one week.
Upon termination, all fees and reimbursements shall be paid and provided to the Coach as they
have accrued up to the date of termination.
Article 17 - INTELLECTUAL PROPERTY:
Copyright Ownership. In the event that any copyrighted work(s) are created as a result of the
Services provided by Provider in accordance with this Agreement, Provider owns all copyrights in
any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2,
Section 201-02 of the United States Code), whether registered or unregistered. Any and all products,
whether tangible or intangible, produced or created in connection with, or in the process of fulfilling
this Agreement, are expressly and solely owned by Provider and may be used in the reasonable
course of Provider business.
1. Coach is able to use any communication, referring to testimonials and positive
experiences or accomplishments throughout all channels (website, marketing
emails, social media).
2. Coach will keep said communications anonymous if requested by Client.
Permitted Uses of Product(s). Provider grants to Client a non-exclusive license of product(s)
produced with and for Client for personal use only so long as Client provides Provider with attribution
each time Client uses Provider's property. Personal use includes, but is not limited to, use within the
following contexts:
1. In photos on Client’s personal social media pages or profiles; or
2. In personal creations, such as a scrapbook or personal gift; or
3. In personal communications, such as a family newsletter or email.
Article 18 - PORTFOLIO USE:
As described above, Coach shall be permitted to use all produced items of work Coach's
professional portfolio, if applicable, but may not use Client's name, likeness, or other identifying
details without express written permission from the Client.
Article 19 - LIMITATION OF LIABILITY:
Coach's liability in contract, tort or otherwise arising through or in connection with this Agreement or
through or in connection with the completion of obligations under this Agreement shall be limited to
Fees paid by the Client to the Coach. To the extent it is lawful, neither Party shall be liable to the
other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage,
costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or
consequential nature including without limitation any economic loss, data loss, loss of goodwill, or
other loss of turnover, profits, or business.
Article 20 - INDEMNIFICATION:
Coach and Client shall each defend, indemnify, and hold the other harmless (including all affiliates,
officers, directors, employees, agents, successors, and assigns) from and against all losses,
damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or
expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from
bodily injury, death of any person, or damage, real or intangible, to personal property resulting from
the other's acts or omissions or the breach of any representation, warranty, or obligation under this
Agreement.
Article 21 - SURVIVAL:
Any provision of this Agreement which by its terms imposes continuing obligations on either of the
Parties shall survive termination of this Agreement.
Article 22 - DISPUTE RESOLUTION:
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall
first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts
fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted
in the county and state noted in the Governing Law provision of this Agreement. The arbitration shall
be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary
the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be
bound by applicable and governing Federal law as well as the law of New Jersey. Each Party shall
pay their own costs and fees. Claims necessitating arbitration under this section include, but are not
limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on
local laws, ordinances, statutes or regulations. Intellectual property claims by the Coach will not be
subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in
agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in
regard to arbitral claims.
Article 23 - GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the internal laws of New
Jersey without giving effect to any choice or conflict of law provision or rule. Each party irrevocably
submits to the exclusive jurisdiction and venue of the federal and state courts located in the following
county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the
Services provided hereunder: Morris County.
Article 24 - BENEFIT:
This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto,
and to their respective heirs, representatives, successors, and assigns.
Article 25 - NO WAIVER:
No action or inaction of either Party shall constitute waiver of any of the terms of this Agreement.
Waiver may only be executed explicitly in writing.
Article 26 - COUNTERPARTS:
This Agreement may be executed in counterparts, all of which shall constitute a single agreement.
The Agreement shall be effective as of the date set forth above.
Article 27 - NOTICES:
All notices, requests, consents, claims, demands, waivers and other communications hereunder
(each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the
first page of this Agreement. All notices shall be delivered by email or at the address which the
parties may designate to each other through personal delivery, nationally recognized overnight
courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested,
postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the
receiving party has received the Notice and (b) the party giving the Notice has complied with the
requirements of this Section.
Article 28 - FORCE MAJEURE:
Coach is not liable for any failure to perform due to causes beyond its reasonable control including,
but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes,
acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
Article 29 - HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions
themselves and shall not be construed in any way that would limit or otherwise affect the terms of
this Agreement.
Article 30 - ENTIRE AGREEMENT; MODIFICATION:
The agreement embodies the entire agreement between the Client and Coach relating to the subject
matter hereof. This Agreement may be changed, modified, or discharged only if agreed to in writing
by both parties.

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