I have read & agree to the terms and conditions of this page as follows: 

Copyright Ownership: In the event that any copyrighted work(s) are created or shared as a result of the Services provided by Parties in accordance with this Agreement, the contributing Party 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 the Party who creates the materials and may be used in the reasonable course of each Party's business going forward. For example, if Coach shares a spreadsheet that Client utilizes, Client may not share, distribute, sell, or otherwise enjoy the privileges of said spreadsheet and copyrighted material contained within the spreadsheet.

Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.

Permitted Uses of Material(s): Coach grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Coach with attribution reasonably visible on primary or related course materials or marketing collateral. In no event is Client allowed to share Coach’s materials with any third party without Coach’s express prior written permission.

Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence, and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies, to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (“Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition  strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.
 
Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Parties in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or Confidential Information.
 
Relationship of the Parties: Coach and any related subcontractors are not employees, partners, or members of Client’s company or organization. Coach has the sole right to control and direct the means, manner, and method by which the Services in this Agreement are performed. Coach has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, taxes (including FICA), registrations, or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Coach.

LIMIT OF LIABILITY 

Maximum Damages: Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Coach.

Indemnification: Client agrees to indemnify and hold harmless Coach, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. In the case of in-person meetings or coaching, Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Coach to pay for any such damages.

Disclaimer: Client agrees and understands Coach is not providing the professional services of an attorney, doctor, therapist, or any other kind of licensed or certified professional. Should Client desire professional services that exceed the scope of this Health Coaching Agreement, Client must sign a letter of engagement of said professional services. No legal, financial, accounting, nutritional, or other kind of professional advice will be given without entering into such a relationship via the letter of engagement referenced immediately above.
 
Guarantees: Coach cannot make any guarantees as to the results, including guaranteed health or other gains, of the coaching provided. Coach agrees to provide the Services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.

Release: Client has spent a satisfactory amount of time reviewing Coach’s work or past client reviews, and has a reasonable expectation that Coach’s Services will produce a reasonably similar outcome and result for Client. Coach will use reasonable efforts to ensure Client’s Services are carried out in a style and manner consistent with Coach’s current portfolio and services, and Coach will try to incorporate any suggestions Client makes. However, Client understands and agrees that: 

• Every client and final delivery is different, with different tastes, budgets, and needs;
• Health Coaching is a subjective service and Coach is a provider with a unique vision, with an ever-evolving style and technique;
• Coach will use its personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;
• Dissatisfaction with Coach’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.

Non-disparagement: The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

CANCELLATION, RESCHEDULING, AND NO-SHOWS

Cancellation, Rescheduling of Services, or No-Show Client: If Client desires to cancel Services, reschedule Services, or if it becomes impossible for Coach to render Services due to the fault of the Client or parties related to Client, such as failure of one or more essential parties to the course to provide support or documents in a timely manner, Client shall provide notice to Coach as soon as possible via the Notice provisions detailed in this Agreement. Upon cancellation or unreasonable delay, all outstanding fees are immediately due and payable to Coach.

Force Majeure: Notwithstanding the above, either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the services agreed upon.

Failure to Perform Services: In the event Coach cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

1. Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
2. Issue a refund or credit based on a reasonably accurate percentage of Services rendered; and
3. Excuse Client of any further performance and/or payment obligations in this Agreement.

GENERAL PROVISIONS 

Governing Law: The laws of Massachusetts govern all matters arising out of or relating to this Agreement, including torts.
 
Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
 
Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
 
Amendment: The Parties may amend this Agreement only by the Parties’ written consent via proper Notice.
 
Dispute Resolution: If the Parties cannot find a resolution to a dispute or potential claim by means of good-faith negotiation, then the Parties will make a reasonable attempt to resolve their dispute through Alternative Dispute Resolution or Mediation before filing a civil cause of action.