This Coaching Agreement (this “Agreement”), dated as of signing date (the “Effective Date”), is by and between Vibrant-MD, LLC (“Coach”) and (“Client” or “You” and together with Coach, the “Parties”, and each a “Party”).

WHEREAS, Coach is in the business of providing coaching services related to Weight Loss and Life Coaching; and

WHEREAS, Client desires to retain Coach to provide said coaching services, and Coach is willing to perform such coaching services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Coach and Client agree as follows:

1. Client-Coach Relationship. An effective coaching relationship requires mutual understanding and respect between the Coach and the Client. That requires the parties to agree to some basic tenets of coaching, including:

Coach and Client agree to communicate honestly, to be open to feedback, and to make time and space to participate fully in the coaching sessions called for hereunder. Client specifically agrees to be open to coaching.

Coaching services are intended for individuals who are in generally good health, are generally well adjusted, are functioning effectively, and are not in need of medical treatment (including for mental health disorders). Coaching does not involve the diagnosis or treatment of any medical or mental disorders and does not prevent, cure, or treat any mental disorder or medical disease. Further, coaching is not a substitute for therapy, counseling, psychoanalysis, medical treatment, substance abuse treatment, or the advice or services of a medical professional.  

By participating in the coaching, you agree to accept personal responsibility for the results of your actions. You agree that the Coach has not made any guarantees about the results of taking any action, whether recommended during any coaching session or not. You recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Coach.

1. Benefits, Alternatives, and Risks.

Benefits of life coaching include:  weight loss, greater relaxation, and feeling of overall well-being.  Benefits can also include and are not limited to:  increased profitability, efficiency, increased health, increased job satisfaction, self-compassion, and decreased burnout.  Alternatives include self-help techniques and medical or psychological care  Risks include distress, mental health issues requiring referral to a suitable licensed healthcare provider, dissatisfaction with results, and over-relying on life coaching notwithstanding recommendations by life coach, when Client knows that they should see a licensed physician, mental healthcare, or other professional, to treat a physical or psychological condition.  Additional risks may include weight gain, decrease in profitability, efficiency, and possible dissatisfaction with Client’s profession or business.

1. No Medical or Psychological Services.

While Coach is a licensed medical doctor in the state of Minnesota, I am choosing to engage Coach as a life coach and/or weight loss coach only.  It is the Client’s responsibility to seek independent guidance from medical professionals to the extent necessary.  Client understands that Coach does not diagnose, treat, or claim to cure any medical or psychological or other condition, and that Coach’s services are not designed to replace conventional treatment methods of medical or psychological conditions.  Client understands that Coach does not handle medical emergencies of any kind.  This agreement also applies to any coaches who are employed by Vibrant-MD, LLC, no matter where they live or what certifications they have. Client is responsible for their own health care decision making by obtaining any necessary consultations with appropriately licensed health care professionals such as physicians and psychologists.  Client agrees to seek medical assistance or psychotherapy or any other appropriate physical or mental diagnosis and treatment from a duly licensed practitioner (such as a licensed medical doctor or licensed psychologist) if Client finds that these distressing aspects of coaching create a danger to themself or for others.

1. Services. 

The parties shall engage in 12 coaching meetings that will last 20 minutes and will be conducted “virtually” via Zoom, using the telephone as a backup method should a stable Internet connection not be available.. These coaching meetings must occur within a period of 90 days from the time of this Agreement or they will be forfeited without refund. During this 90 day time period, the Client will also have group coaching sessions available, as scheduled by Coach.  Coach does not provide on-call services.

1. Fees.  In consideration of the provision of the Services by the Coach, Client will have paid fee or started installments before signing this agreement. Payment to Coach of such fees shall constitute payment in full for the performance of the Services. The coaching sessions will begin after the payment is made. There is a 7 day money back guarantee after which there will be no refunds.
2. Procedure and Scheduling.  Coach and Client will agree to a mutually agreeable time for the coaching meetings, and it will be the Client’s ultimate responsibility to schedule the coaching meetings. Coach shall initiate the coaching call at the agreed upon time by logging in to Zoom and starting the meeting.  If Zoom is not available, Coach will text Client with this information.  Coach will then call Client and conduct session by phone or offer a reschedule of the session without penalty.
3. Cancellation Policy.  You may not cancel an individual coaching session unless you do so at least 24 hours before it is scheduled to begin. Coach reserves the right to treat any meeting that Client misses, is more than 15 minutes late for, or attempts to cancel less than 24 hours before it is scheduled to begin as part of the allotted coaching sessions.
4. Confidentiality. The Coach shall treat the relationship with Client, as well as all information shared by the Client, as confidential. Coach shall not disclose the existence of the relationship or any information shared during the coaching sessions without the Client’s written consent. This means that the Coach will not disclose the Client’s name as a reference without the Client’s consent.  

Client should be aware that a coach-client relationship does not give rise to privilege or any other legally protected confidentiality. That means that Coach could be ordered by a court to disclose information related to the relationship. Coach will notify Client of any legal request that would implicate Client’s information prior to disclosing it but may not be able to oppose disclosing the information. 

Confidential Information does not include information: (a) known to Coach prior to Client disclosing it; (b) that is generally known to the public or in the industry; (c) obtained by Coach from a third party, without breach of any obligation to the Client; or (d) that is or was developed independently by Coach without use of or reference to the Client’s confidential information.

1. Termination. This Agreement shall continue until terminated by one of the Parties. Either Party may terminate the Agreement without cause by providing written notice.  Termination within the first 72 hours after signing this Agreement AND ALSO prior to booking any coaching sessions will result in return of all monies except a $100 deposit.  Termination after booking coaching sessions will result in return of the balance of money, less the $100 non-refundable deposit, and $250 for each session completed. A prorated refund, except for a $100 deposit, will be given if Heather Awad, MD dies or is unable to coach due to severe illness or injury.
2. Limitation of Liability. IN NO EVENT SHALL COACH BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 
3. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 
4. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
5. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party. 
6. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
7. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
8. Dispute Resolution. Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Minneapolis, Minnesota under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  This Agreement shall be governed by and construed in accordance with the laws of Minnesota, without effect of any conflicts of law provisions.
9. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.