THIS COACHING SERVICES MEMBERSHIP AGREEMENT (hereafter “Agreement”) is entered into by the following Parties: WhyFam LLC, doing business as Emery Coaching, with an address for the purpose of this Agreement of 3540 Austin Bluffs Pkwy STE #4, Colorado Springs, CO 80918, by and through Matthew White, Member (hereafter “Coach”); and you, in his/her individual capacity (hereafter, “Member”), with for the purpose of this Agreement.
RECITALS
WHEREAS, Coach is a Colorado Limited Liability Company engaged in the business of providing nutrition and behavioral habits coaching to individual persons and groups;
WHEREAS, it is Member’s desire to obtain Coach’s training and assistance with various personal aspects, of developing nutrition and life goals, and working towards the Member’s desired identity;
WHEREAS, it is Coach’s desire to train and assist Member with various personal aspects, of developing nutrition and life goals, and working towards the Member’s desired identity; and
WHEREAS, Coaching is a collaborative process requiring ongoing engagement and success is based in large measure on the Member’s commitment to the process and its willingness to implement new behaviors or strategies;
WHEREAS, for that purpose, and for accountability in its commitments to improvement, it is Member’s desire to engage Coach as an independent contractor as outlined below.
NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: SELECT HERE TO READ FULL TERMS OF SERVICE AGREEMENT
SCOPE OF COACHING SERVICES. In exchange for compensation outlined elsewhere in this Agreement, Coach and Member agree to enter into an ongoing and collaborative relationship whereby Coach agrees to provide Member with various training, coaching, evaluation, strengths assessment, planning, and Coaching regarding Member’s desired goals and identity. Topics of such work shall primarily lie at the intersection of mind, body, and business, touching on habits, career, work, management, strategy, finances, health, fitness, nutrition, relationships, education, and recreation, on an as-appropriate basis, as determined in Coach’s sole discretion (hereafter “Coaching Activities”). A list of prospective Coaching Activities is attached hereto as Exhibit A, which is provided for informational purposes and is not a representation of appropriateness or guarantee of any specific Coaching Activity or work product to be provided. Specific Coaching Activities appropriate for the Member will fluctuate and be determined and redetermined periodically as part of the ongoing evaluative nature of the relationship. Coach’s role is that of mentor and creative advisor, not producer. Coaching Activities on behalf of or affecting an Entity will be provided only to the Member representative of such Entity executing this Agreement.
SERVICES NOT PROVIDED. The primary goal of a coaching relationship is to enable Member to problem solve. Parties acknowledge that Coach is not acting as an attorney, investment adviser, securities dealer, real estate agent or broker, engineer, accountant, tax preparer, dietitian, doctor, therapist, or other licensed, certified, or registered professional (“Licensed Professionals”). Coach may provide general educational content and doctrinal principles related to the following topics, but is not contracting to provide, nor will Coach provide: conclusions, work product, legal, accounting, tax, or medical advice; the diagnosis or treatment of mental disorders, counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other medical advice; any other services which require an occupational license under the laws of the state of Colorado or other applicable government entity. Coach is not a registered dietician. Member understands coaching on any given subject is not and is not a substitute for professional advice on such subject from a Licensed Professional. E.g., Member understands coaching is not therapy, does not substitute for therapy, and does not prevent, cure, or treat any mental disorder or medical disease. Member understands coaching is not legal or tax advice and does not substitute for the services of a competent attorney and/or accountant. As part of the general nutrition advice or Coaching Activities rendered under this contract, Coach may, but is not required to, occasionally advise Member to seek particular professional services where Coach deems it advisable or appropriate to seek such advice, skill, or judgment.
MEMBER RESPONSIBILITY. Member remains primarily and solely responsible for:
A. providing materials and equipment necessary or advisable to engage in the Coaching Activities at Member’s cost;
B. engaging in earnest introspection and objective evaluation of the Entity and enterprises addressed within the Coaching Activities;
C. fully and enthusiastically participating in the Coaching Activities;
D. scheduling through the portal;
E. honoring appointments and scheduling commitments without frequent or excessive rescheduling;
F. communicating honestly;
G. being open to feedback and assistance;
H. setting aside or creating the time and energy to participate fully in the program and to substantively engage with the Coaching Activities, including any mandatory attendance events;
I. creating and managing his/her own physical, mental, and emotional well-being;
J. seeking assistance of relevant Licensed Professionals, promptly informing such Licensed Professionals of the nature and extent of the Coaching Activities agreed upon by the Member and the Coach, and securing supplemental Licensed Professional advice and guidance prior to engaging in any Coaching Activity or implementing any part thereof;
K. accepting all medical, business, career, economic, and personal risk inherent in participating in nutrition changes, weight loss and behavioral changes, including the positive and negative consequences of its decisions, choices, actions, inactions, and results arising out of or relating to any Coaching Activity or implementing any part thereof.
TERM. The term of this Agreement shall be for the period beginning DATE OF PURCHASE and ending 12 MONTHS OR GRADUATION OF PROGRAM, (“Term”), unless earlier terminated as provided herein.
FEES AND PLAN. In exchange for the services outlined herein and applicable to a Member’s selected Membership Plan, Member will compensate Coach for all time and Coaching Activity requested, booked, or provided hereunder as follows:
A. Monthly Fee for Membership Plan. A recurring rate, payable monthly, in advance on or before the 1st of the month, based on the Member’s selected Membership Plan, to be selected from the Membership Plan options as set forth on Exhibit B.
B. Additional Individual Sessions. Additional private coaching sessions may be purchased outside of the Member’s plan at an hourly rate in the amount of Coach’s then-prevailing hourly rate, initially set at the time of execution of this Agreement at one hundred twenty-five dollars ($125.00) per hour, subject to change upon seven (7) days’ advance notice to Member. Hours for all activities shall generally accrue in increments of one quarter hour (.25 hours). Hours for in-person or virtual appointments are subject to a minimum charge based on the length of appointment booked regardless of time utilized. The minimum charge for the appointment booked shall be due and payable no later than forty-eight (48) hours in advance of the appointment time, or is subject to cancellation.
C. Group Classes. Group classes separate from the individual Coaching Activity may be offered or required from time to time and Member may enroll in Group Classes on a first-come-first-served basis at an additional and separate charge. Group Class enrollment fees may vary based on demand and course content.
D. Method and Timing of Payment. Unless otherwise provided herein, Monthly fees are due and payable in advance on or before the 1st day of each calendar month and shall be set up through a designated third-party payment vendor. Member acknowledges payments made through a vendor are subject to the vendor’s terms and conditions. Member is responsible for ensuring auto-draft account information is updated. All other amounts, unless otherwise specified, shall be due and payable monthly, in arrears. Invoices shall be due upon receipt and subject to a late fee of 10% of the unpaid amount if payment in full is not received within five (5) business days.
SCHEDULING AND PAYMENT POLICIES. After an initial consultation, Coach will recommend the frequency of coaching sessions. The frequency, manner, length, and location of the coaching meetings will be determined by Coach and Member based on mutual agreement, subject to availability during Coach’s business hours. Member is responsible to initiate sessions and to book appointments in advance. The Member shall appear promptly at the scheduled time, subject to a fifteen (15) minute grace period. Prompt appearance for telephonic or virtual contact shall mean that no later than fifteen (15) minutes after the designated start time, the Member shall have completed the outgoing telephone call for all telephonic appointments and shall be live with functioning two-way audio and video for any virtual appointments. Members who do not appear promptly may be cancelled or rescheduled, in Coach’s discretion, without refund.
CANCELLATION FEES; REFUND AND RESCHEDULING POLICY. Due to the inability to fill a cancelled appointment block on short or no notice, cancellation and rescheduling requests must be made forty-eight (48) hours prior to the scheduled appointment time or shall be considered late. No make-up sessions or refunds of prepaid services shall be provided for late cancellations or rescheduling. For hourly Members who are not prepaid, a late cancellation fee shall be assessed in an amount equal to the prevailing hourly rate multiplied by the length of the affected appointment. For Members with unlimited rescheduling allowances, late rescheduling shall be allowed but shall be subject to availability.
CONFIDENTIALITY. Each Party agrees to use the Confidential Information of the other Party only for the purpose of evaluating and engaging in the Coaching Activities pursuant to this Agreement. Each Member and Coach expressly agree that Confidential Information accessed pursuant to this Agreement shall remain the confidential and proprietary information of the creator. Coach shall not disclose the nature of the Coaching Activities performed or the results thereof to any other person except as necessary or convenient for the successful performance of the work, unless such information becomes available in the public domain. For clarification, Coach may utilize agents, independent contractors, and third party service providers Coach deems necessary or convenient to the completion of the work (“Permitted Recipients”) and may disclose Member’s information to such Permitted Recipients without restriction or liability therefor. Member acknowledges and assumes the risk of further disclosure or use by a Permitted Recipient, including but not limited to intentional or unintentional disclosure or use that would be prohibited by this Agreement if committed by Coach. “Confidential Information” for the purpose of this Agreement means any information of a special and unique nature and value which is not generally in the public domain, and shall include, for illustration purposes, product formulations, research, raw materials, product development, product manufacturing, methods, processes, technologies, services, product specifications; personnel and compensation information; accounts; procedures; manuals; financial cost and sales data; supply sources and resources; contracts; price lists, accounting, and bookkeeping practices; office policies and practices; financial information; marketing plans; business plans; existing and potential business opportunities, customers, or leads; confidential reports; customer lists and contracts; customers’ needs for particular products and services; litigation and other legal matters; source code, coding standards, programming techniques, processes, and procedures; computer programs, techniques, designs, specifications, diagrams, flow charts, ideas, systems, and methods of operation of such programs; research and development work; or anything else related to a company’s product formulation, development, or improvements. Except as set forth herein, each Coach and Member will not, at any time during or after the termination of this Agreement, regardless of the reason for and timing of the termination hereof, disclose to any other person or entity Confidential Information belonging to the other which it may learn or acquire during the course of the Coaching Activities, and shall further not use said Confidential Information for its own benefit or for the benefit of another, without the other Party’s express written consent. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit the following permissive disclosures:
A. disclosure of the mere existence of this Agreement or of the coaching relationship itself;
B. disclosures necessary or advisable in the course of or made in furtherance of the Coaching Activities;
C. anecdotal disclosures made after de-identifying the Member or Coach;
D. disclosures made for the purpose of avoiding imminent harm to person or property, e.g. disclosures to law enforcement or medical personnel;
E. disclosures legally compelled by applicable law, by any court, governmental agency, or regulatory authority, or by subpoena or discovery request in pending litigation.
INTELLECTUAL PROPERTY. Unless separately agreed upon in writing, all intellectual property newly created through the commingled efforts of parties in the course of Coaching Activities shall constitute the sole intellectual property of Coach and shall be subject only to a perpetual, non-assignable license vested in Member to use the same without the necessity of additional consideration or documentation.
DISCLAIMER. Member acknowledges that any and all Coaching Activity Coach provides under, as a result of, or incidentally to this Agreement constitutes Coach’s opinion only and is not binding on Member or Member’s course of action with respect to either the subject matter of the advice or any other matter. Member acknowledges that all Coaching Activity is offered merely to assist in Member’s independent decision-making processes, that Member retains ultimate and sole decision-making responsibility over all Member’s nutrition and behaviors, that Coach does not in any way advertise, warrant, or guarantee a particular or favorable outcome, and that Member assumes any and all responsibility and risk for any course of action, whether or not that course of action was one recommended by Coach.
WAIVER. Member hereby waives any and all rights to recover from Coach for any claims involving ordinary negligence arising out of or in connection with Coach’s providing Coaching Activities under this Agreement.
CONSTRUCTION AND EFFECT.
A. Presumption Arising from Authorship. Parties have each had the opportunity to review this agreement in its entirety and to present it to counsel, and they agree to waive any presumption against the authoring Party in the event of an ambiguity.
B. Severability. In the event that any of the provisions of this agreement is deemed void, unenforceable, or otherwise invalid, the offending portion shall be severed and shall have no effect on the validity or execution of the remainder of the agreement. In the event that giving full and complete effect to of any of the portions or provisions of this agreement renders the entire portion or provision void, unenforceable, or otherwise invalid, that portion or provision shall be interpreted to be reduced in scope or effect to operate only to the fullest extent allowable by law, severing only the offensive extent of the operation that is offensive, keeping the remainder of the portion or provision and its effect intact.
PLAN CHANGE AND CANCELLATION. The Term of this Agreement shall automatically renew for successive monthly periods until amended or terminated as provided herein. The Member may select a different level of Membership Plan or may terminate this Agreement as follows:
A. 30-Day Notice of Plan Change. A Member may change the level of Membership Plan at any time by providing thirty (30) days written notice to Coach. Changes to higher level of service are subject to availability and require Coach’s preapproval.
B. 7-Day Notice to Terminate - With Cause. This agreement is terminable by either Party with Cause not less than seven (7) days after the cancelling Party sends all other Parties written notice of desire to terminate.
C. 30-Day Notice Without Cause. This agreement is terminable by either Party for any reason not less than thirty (30) days after the terminating Party sends all other Parties written notice of desire to terminate.
D. Effect of Cancellation; Damages. Plan Changes and terminations without Cause will become effective on the last day of the calendar month after the expiration of the notice period. Terminations with Cause shall be effective immediately upon the expiration of the notice period. All fees accrued or accruing during the notice period shall be due and payable in full to Coach upon termination regardless of the reason for termination. Minimum charges shall not be refunded. Recurring charges and fees shall not be prorated for any partial month. If Member initiates a Plan Change or terminates without Cause, or if Coach cancels with Cause, Member shall, in addition to any other amounts due hereunder, indemnify Coach for actual costs and third-party expenses Coach incurred prior to receiving notice of the termination and which were incurred in anticipation of services to be provided to Member, e.g., materials, third-party tuition.
E. Cause. For purposes of this agreement, “Cause” means the occurrence of one (1) or more of the following on the part of either Party, or, with respect to a Party that is an entity, any of the following relating to a director, officer, trustee, fiduciary, key employee, or key agent: (A) failure to perform substantially the duties under this Agreement, if such failure continues for a period of five (5) business days written notice citing with particularity the failure; (B) conviction of, or pleading guilty or nolo contendere to, a felony or any crime involving violence, fraud, or dishonesty; (C) engaging in any illegal conduct (excluding minor infractions, including, without limitation, minor traffic violations) or willful misconduct; (D) engaging in any fraudulent or dishonest conduct, legal conduct that is otherwise offensive or immoral as measured by the standards of the local community, or conduct which would tend to negatively affect the business or personal reputation of whether relating to business or personal matters; (F) death or permanent disability resulting in an inability to perform.
CHOICE OF LAW AND FORUM. This agreement shall be governed by, construed, and enforced in accordance with the laws of Colorado. The Parties elect El Paso County as the forum court.
ENTIRE AGREEMENT. It is agreed by the Parties to this contract that this Agreement (complete with any Exhibits or Schedules contemporaneously executed) constitutes the entire and only contract between the Parties and that any and all previous agreements, understandings, and covenants which may have existed between the Parties, of any kind, nature, or description, expressed or implied, oral or written, which have not been set forth in this contract, are void and of no effect and shall not in any way be taken into consideration in the interpretation of the terms of this contract.
MEMBERSHIP PLAN SELECTION. Member’s Membership Plan, which is changeable only as provided herein, shall be the Healthy Habits Monthly Coaching Membership Plan
shown on Exhibit B.
NOW THEREFORE the following Parties hereunto set their hands this DAY OF PURCHASE:
Coach: MATTHEW WHITE
Member: SIGNED ON FORM UPON EXECUTION OF AGREEMENT
EXHIBIT A
DESCRIPTIONS OF OFFERED SERVICES
REPRESENTATIVE FORMATS
“Big Why” Session
Our most popular session. An one hour one-on-one introductory session designed to assist in identifying your individual goals and core purpose. Offered only once; must take place in the initial month of subscription.
One-to-One Coaching
Individual timed sessions tailored to a Member’s current areas of interest or need.
As-needed access to a coach by text message or phone call via a customer relationship management service or via personal mobile phone.
Group Coaching Classes
In-Person or Virtual Meetups with other Emery Members with variable content, e.g., coach-led group discussion, coach, or member presentation.
Weight loss coaching Members are required to regularly attend scheduled weight loss group meetings.
Classes
Organized educational content presented by subject.
Content varies by subject and course. Classes may involve any combination of written materials, audio/video presentations, virtual meetings, group activities, live or on-demand content, self-study, or third-party content.
Membership is required for access to classes. Some classes will require additional tuition or material fees.
Business Planning Class is provided in a coordination with a third-party vendor and subject to the vendor’s additional terms.
Facebook Group Access
Emery Members Facebook Group.
Additional breakout groups by subject matter.
Portal Access
Access to notes and written materials.
Billing and account information.
Onsite Coaching
Coach physically travels to your worksite location to provide services. Must be located within greater Colorado Springs Area.
REPRESENTATIVE SUBJECT MATTERS
Mind Body Business™ Connection
Mental Connections – How a person comes to work; choice of mindset and positive morale.
Physical Connections – Lifestyle issues that affect a person’s energy and physical ability to work.
Business Connections – Professionalism and diligence.
“Tiny Habits”™ Strategies for Self-Improvement
“Atomic Habits”™ Strategies for Self-Improvement
“Blue Zone Diet” ™ Strategies for Long-term Health
“Mediterranean Diet”™ Strategies for Long-term Health
Health and Nutrition
Basic nutrition plan.
Nutritional guidance.
Referral and exposure to established nutrition programs.
Leadership Coaching: Evaluation of an individual’s role within an existing or prospective enterprise with attention to:
Vision, leadership, business management, marketing strategies.
Work-life balance, working in healthy routines for healthy mindset.
“The Emery Blueprint to Health Transformation”
Lesson based curriculum educating on purpose, identity, goals, habits, nutrition, exercise, and supplements.
Coach advised habits for improved weight loss and management.
Reduction and or replacement of poor eating habits or behaviors.
Nutrition plan for long term weight management and health
Assignments to reinforce habits and lessons learned
Miscellaneous Services
Networking and Referral Strategies.
Various coach led group events and activities such as but not limited to hiking, walking, social gatherings, and networking.
EXHIBIT B
MEMBERSHIP PLANS AND PRICING
$150/Month - Healthy Habits Monthly Coaching Membership plan
EXHIBIT A and EXHIBIT B to this COACHING SERVICES MEMBERSHIP AGREEMENT is acknowledged and hereby made a part of the Agreement this DAY OF PURCHASE.
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Coach: MATTHEW WHITE
Member: SIGNED ON FORM UPON EXECUTION OF AGREEMENT