Coaching Agreement Terms

This agreement constitutes a binding contract for nutrition coaching services between Lauren Smith Nutrition, LLC (hereinafter "Company") and Client (hereafter "Client").

Upon signing this agreement, all work done by Company for Client is governed exclusively by this Agreement.  All previous agreements, oral or written, between the parties are voided and superseded by this Agreement. The Client and Company will reserve the date and time ranges agreed upon and will not make another reservation for the specific date and time frame. For this reason, all retainers are non-refundable, even if the date is changed or if life events occur, such as moving, travel, Acts of God, or unexpected situations.

1. Scope of Coaching Program
As part of the Program, Company shall provide the following to Client:

• Access to the The Sorority Nutritionist Membership in Kajabi during the Program period. This access ends immediately upon the end date of the program.
• 3 months of private coaching calls during the Program period.
• 3 months of weekly check-in calls during the Program period.
• Access to Private Kajabi Group for 3 months during the program. This access ends immediately upon the end date of the program.

Additional details about the Program are located in the Proposal signed by Client, which is referenced and incorporated as an exhibit to this Agreement.

2. Program Terms
Client shall only have one license to access the Program and use Program materials. Client understands and agrees that the Program materials may not be shared with any third party. In the event Company suspects that the Program is being shared or that Client has shared his/her log-in information with another party, Company reserves the right to immediately terminate Client’s access to the Program in its sole discretion.

The purpose of the Kajabi Group is to provide an engaging forum to share information relating to the Program, encourage discussion and community with the Program participants, and share files. Client should exercise common sense and courtesy in submitting comments or materials for posting on the Kajabi Group. Any inappropriate submissions or behavior will not be tolerated, and Company reserves the right to remove such persons from the Kajabi group in Company’s sole discretion. Client may not use the Kajabi Group to promote his/her own business or for any other commercial purposes.

3. Coaching Calls
The Program includes monthly private coaching calls that will be conducted via Zoom. Client understands that calls will not go over time. All coaching calls will be scheduled in advance and Client must make time in his/her personal schedule to attend all coaching calls. Client understands that coaching calls will only occur during the package time frame and acknowledges that calls will not rollover. All calls must be completed by the end of the coaching program agreed to in this Agreement.

4. Fees

In consideration for the coaching services provided by Company, Client agrees to compensate the Company the amount agreed on the attached invoice.

 

There are two payment options per this contract.

 

Pay Per Month:

Client will pay three (3) equal installments over the course of the program at the dates indicated on the attached invoice. Coaching spots are on a first come, first serve basis. By submitting your payment, you will secure your coaching spot.

Pay In Full:

Client pays one installment of $7,500 upon signing this Agreement. The fee of $7,500 is non-refundable, and non-transferable. Company will not begin the coaching program and calls until the full amount is paid if this option is selected.

 

Until payment is received, the Client is not officially enrolled in the program. Once the first payment is received, the payment is a non-refundable, non-transferable deposit for group coaching services. If the pay per month option is exercised, the subsequent two payments must be paid by deadlines indicated on the invoice.

All payments must be paid by the deadline indicated on the invoice(s). If payments are not made on timely, the Company may terminate this contract and remove Client from program.

Any additional coaching services, calls, emails and time beyond the scope of the Program, will require a new agreement to cover the scope of those additional services.

5. Refunds
In the event that this Agreement is terminated as provided for herein, no portion of any payments of any kind whatsoever shall be owed or be refunded to Client.

Client understands that results are not guaranteed as nutrition coaching is contingent on the Client putting in effort to follow the best practices, advice and meal plan as outlined in the Company's service calls and the individual client.

6. Term and Termination

Client may terminate this Agreement upon giving 30-days written notice to Company, and no refund will be given. Notice may be given via email. If such notice is given, Company is not required to refund Client any amount. If Client has elected a payment plan, the balance of all payments remains due and shall be paid. Termination does not suspend or eliminate future payments.

Company may terminate this Agreement in the event Client breaches contract.

Company may terminate the agreement via email if Company feels that nutrition coaching is not appropriate or safe for the Client based on clinical judgement as a registered dietitian. In the event of a termination by Company, no refund will be due to Client for fees already paid.

7. Enforcement of this Agreement

Each party will be responsible for their respective legal fees related to review of this Agreement; however, Client agrees to pay all of the Company’s future legal fees, including appellate fees and all suit costs, should it be necessary to bring legal action to enforce the terms of this Agreement.

8. Severability

If a court of competent jurisdiction holds any provision of this Agreement to be invalid, void, or unenforceable, then the remainder of this Agreement shall remain in full force and effect.

9. Governing Law

The laws of the State of Massachusetts shall govern the validity, construction, interpretation, effect and enforceability of this Agreement.

10. Mediation

If any dispute, controversy or claim arises out of, or relates to this Agreement, or breach, termination or validity thereof, the parties agree the Company reserves the option to enforce this Mediation provision of the Agreement. Enforcement by the Company by written notice to opposing party would require the parties to first try, in good faith, to settle the dispute by mediation. 

11. Communication

Company is generally available to provide services during normal business hours defined as Monday thru Friday 9:00 am to 4:00 pm, excluding national holidays. Company WILL ONLY answer 1-on-1 communication through email communication and/or Asana. Company WILL NOT answer any emails or direct messages on social media from Client, except as provided otherwise herein.

Company will respond to Client within 72 hours during business hours, including any check in reviews. Client agrees and understands that Company may close for holidays and vacations off throughout the year. Company will notify Client within 7 days via email of these time periods and parties will work together to ensure all services are completed and/or scheduled for any time off.

Coaching phone calls will occur via Zoom.

12. Copyright

All coaching services, documents, emails, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by United States Copyright Laws (USC Title 17). Client hereby agrees that Company’s course and content is owned by Lauren Smith Nutrition, LLC and is not to be used for purposes beyond client implementation. Violators of this federal law will be subject to its civil and criminal penalties.

All original materials provided by Company to Client are owned by Company. Any original materials are provided for Client's individual use only. Client is not authorized to use or transfer any of Company’s intellectual property. All intellectual property remains the property of Company. No license to sell or distribute is granted or implied.

 

13. Confidentiality

Client shall not (i) disclose to any third party any details regarding the business of the Company, including, without limitation the names of any of its course materials, coaching materials, clients, its plans, its coaching strategies, any of the Company’s trade secrets or any other information pertaining to the business of the Company (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the

 

Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company. Company will not use Client’s name for advertising, press releases, announcements or any promotional purpose, including on its website, without the prior written consent of Client.

 

All information disclosed in the coaching program are confidential and may not be revealed to anyone without your written permission (in email). Please note that our relationship does not fall under HIPAA guidelines due to the nature of our coaching relationship and the community setting.

14. Disclosure of Information

Client agrees not to, either during the term of this Agreement or following the termination or expiration hereof, disclose to any person or entity any information or coaching/program materials of the Company, which Client may have acquired in the course of the coaching services provided, which might negatively impact or jeopardize the Company, the reputation of the Company, or the reputation of any agent, employee, or other client of the Company, unless require to do so by applicable law or any rule or regulation. The Client will not disclosure or publish the Company’s coaching materials or handouts to any third party. Violation of this provision would entitle Company to liquidated damages in the amount of $50,000.

15. Consent

By signing this contract, you are agreeing to follow advice of a licensed registered dietitian. To obtain the best results when working with a registered dietitian, it is necessary that the client must provide truthful, complete and honest information to the registered dietitian including but not limited to general health, medical history, medications, lifestyle behaviors, food and beverage choices, and exercise habits. Failure to provide this information may pose a risk to Client's health and ability to see success on this program.

 

When a person changes their diet including food, drink and/or supplement choices, there are risks involved including but not limited to illness, digestive problems, weight changes, allergic reactions or reactions with medications that can cause injury or death. By signing this document, Client understands that Company is not responsible for the potential consequences from following this program and shall not seek legal action against Lauren Smith Nutrition, LLC. or any of its employees or agents.

 

16. Termination of Services

By signing this contract, Client understands that Company may terminate the agreement via email to the Client if the Company believes that nutrition coaching is not appropriate or safe for the Client. If Client approaches Company with a specific financial or medical concern, Company will approve the termination or allow the Client to put nutrition coaching package on hold per mutual agreement however for a period of no longer than six (6) months.

If payments are late, the Company may terminate this contract immediately with no refunds.

17. Referrals

Client is entitled to a referral fee of up to $750 per referral for any referral who subsequently becomes a new client of the small group coaching program at Lauren Smith Nutrition, LLC. This referral fee will be paid by Lauren Smith Nutrition, LLC within 30 days of notice of such referral.

I, the undersigned Client, hereby warrant that I am competent to contract in my own name. I confirm that I have read the herein agreement prior to its execution and I am fully familiar with the contents thereof. This agreement shall be binding upon me and my heirs, legal representatives and assigns.