COACHING SERVICES AGREEMENT
This Coaching Services Agreement (this “Agreement”) is made and entered into as of (the “Effective Date”), by and between Bodybuilding and BS LLC, a Limited Liability Company (“BB and BS”) and (the “Client”). Each of BB and BS and Client is a “Party” and, collectively, constitute the “Parties”.
AGREEMENT
WHEREAS, BB and BS, acting through its authorized personnel (each, a “Coach”), is in the business of providing better living- and well-being-related coaching solutions to its clientele (the “Coaching Services”); andWHEREAS, Client desires to procure the Coaching Services from a Coach provided by BB and BS on the terms and subject to the conditions set forth herein.NOW THEREFORE, in consideration of the mutual agreements, covenants and other provisions set forth in this Agreement, the Parties hereby agree as follows: 1. Provision of Coaching Services.
1.1. Prior to any termination of this Agreement, BB and BS, acting through a Coach, agrees to perform the Coaching Services (as defined herein) on behalf of the Client.
1.2. BB and BS shall cause the Coach to perform the Coaching Services (1) in a professional and competent manner, (2) in accordance with all applicable federal, state and local laws, rules and regulations and (3) in a timely manner.
2. Compensation of BB and BS. In consideration for the performance of the Coaching Services hereunder, Client shall (a) pay to BB and BS the fees set forth in Exhibit A hereto (as such Exhibit A may be amended by BB and BS from time to time) and (b) comply with each of the requirements set forth in Exhibit A hereto applicable thereto.
3. Termination. The Client may terminate this Agreement as set forth in Exhibit A hereto.
4. Coaching Services. The Coach provided to Client by BB and BS is a mentor and guide who has been trained in coaching to assist Client realize Client’s own self-determined goals. The Coach will assist the Client in devising and implementing positive, sustainable lifestyle changes intended to benefit the general well-being of the Client. On behalf of the Client and to advance the objectives of the Client as communicated by Client to the Coach, the Coach will use commercially reasonable efforts to assess the Client and provide the Client with recommendations on measures to be undertaken by the Client to achieve Client’s lifestyle targets, including without limitation eating habits and a fitness regimen associated with better living and a sense of enhanced well-being.
5. True, Correct and Complete Client Information. For the Coach to deliver the Coaching Services in a manner tailored to the specific circumstances of Client, Client acknowledges Client’s continuing obligation to provide the Coach and BB and BS with true, correct and complete information concerning Client, including without limitation any medical condition of Client. Client agrees to keep BB and BS and Coach fully informed of any future changes in Client’s medical condition and any medical treatment received by Client from time to time. Client acknowledges that the Coach and BB and BS may rely on the truth and accuracy of any information which Client provides to Coach and BB and BS in connection with the performance by Coach of the Coaching Services on behalf of Client. Client hereby agrees that neither BB and BS nor the Coach shall have any responsibility for inaccuracies, mistakes or omissions
arising as a result of BB and BS or Coach having relied upon any such information from Client that is untrue, inaccurate or incomplete.
6. No Medical Advice. Client understands that the Coach, in performing the Coaching Services, is not acting in the capacity of a doctor, licensed dietitian-nutritionist, psychologist or other licensed or registered health professional (collectively, the “Healthcare Professionals”). Any advice provided by the Coach to Client in connection with the Coaching Services is not a substitute for any advice which any such Healthcare Professional actually provides to Client or might be provided to Client, in the event Client was under the care of any such Health Professionals. In performing the Coaching Services, Coach shall not, on behalf of Client, prescribe or assess micro- and macronutrient levels, provide health care, medical or nutrition therapy services or treat or cure any disease, condition or other physical or mental ailment of the human body of Client. If the Client is under the care of a Healthcare Professional, the Client should discuss with such Healthcare Professional any recommendation which the Coach may provide to Client in connection with the performance by the Coach of the Coaching Services, including any dietary modification or any use of a dietary supplement which may be suggested by Coach to Client. Client acknowledges that it is Client’s responsibility to maintain any relationships with Client’s Healthcare Professionals as deemed appropriate by Client in its sole discretion.
7. Coaching Services Records; Client Information. Client acknowledges and agrees that Coach, on behalf of BB and BS, will keep notes (the “Coaching Notes”) as a record of the performance by Coach of the Coaching Services on behalf of Client. The Coaching Notes shall document the topics that Client and Coach discuss and any general lifestyle and/or well-being-related recommendations and advice which Coach may provide, from time to time, to Client. Client acknowledges that Coach may disclose information about Client obtained by Coach in connection with its performance of the Coaching Services to (a) other professionals in order to obtain advice therefrom to better assist Coach and (b) to BB and BS.
8. Coaching Services Risks. Client expressly assumes the risks of the Coaching Services. Such risks may result from Client’s decision to modify Client’s diet, to try new dietary supplements and to adopt changes to Client’s lifestyle.
9. No Guarantees. Client specifically acknowledges that neither BB and BS nor Coach has made any representations or guarantees to Client, express or implied, concerning any outcome which may result for Client from the performance by Coach of the Coaching Services on behalf of Client.
10. Confidential Information. Client acknowledges that certain of the information which Coach may utilize to perform the Coaching Services is confidential (“Confidential Information”). Client agrees not to disclose any Confidential Information to any third party.
11. Time; Non-exclusive. The Coach shall devote as much time to the performance of the Coaching Services as is reasonably necessary. At any given time, the Coach may provide Coaching Services to clients other than the Client.
12. Representations. Each Party represents and warrants that it has full power and authority to carry out the actions contemplated under this Agreement, and that its entry into and performance under the terms of this Agreement will not infringe the rights of any third party or cause it to be in breach of any obligations to a third party.
13. Indemnification; Limitation of Liability.
13.1. Client shall indemnify, defend, and hold Coach, BB and BS and its officers, directors, agents, partners, members, controlling entities and employees (collectively, “BB and BS Indemnitees”) harmless from and against any liability, claim, cost, loss, judgment, damage or expense
(including reasonable attorneys’ fees and expenses) that any BB and BS
Indemnitee incurs or suffers as a result of, or arising out of a breach of any of Client’s
representations, warranties, covenants or agreements in this Agreement.
13.2. IN NO EVENT WILL BB and BS BE LIABLE TO CLIENT OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION BY COACH (ON BEHALF OF BB and BS) OF THE COACHING SERVICES UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER BB and BS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BB and BS’S LIABILITY EXCEED THE FEES BB and BS ACTUALLY RECEIVES UNDER THIS AGREEMENT FROM CLIENT. THIS LIMITATION OF LIABILITY PROVISION (SECTION 13(b)) WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
13.3. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 12, NO OTHER REPRESENTATIONS AND WARRANTIES ARE GIVEN BY BB and BS AND THE COACHING SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, BB and BS MAKES NO REPRESENTATION OR WARRANTY THAT THE COACHING SERVICES WILL MEET CLIENT’S REQUIREMENTS OR RESULT IN THE RECEIPT BY CLIENT OF ANY BENEFIT TO THE GENERAL HEALTH OR WELL-BEING OF CLIENT. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
14. Governing Law; Waiver Of Jury Trial; Jurisdiction.
14.1. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement the transactions
contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of Ohio (without regard to any conflicts of law rule that would require the application of the law of any other jurisdiction).
14.2. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
14.3. The Parties hereto irrevocably and unconditionally agree not to commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or
otherwise, against the other Party in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of Ohio sitting in Hamilton County, and of the United States District Court of the Southern District of Ohio, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such Ohio State court or, to the fullest extent permitted by applicable law, in such federal court.
15. Assignment. This Agreement is not assignable, or otherwise transferrable, by either Party hereto. Any purported assignment shall be void ab initio.
16. General.
16.1. Any amendment to the terms of this Agreement shall be valid only if such amendment is made in writing and approved by mutual agreement of the authorized representatives of the Parties hereto. This Agreement, together with any exhibits (including without limitation Exhibit A) hereto, sets forth the entire agreement between the Parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings between the Parties hereto. No Party shall be liable or bound to any the other Party in any manner with regard to the subject matter hereof by any warranties, representations or covenants except as specifically set forth herein.
16.2. For any payment required to be made by any Party hereto hereunder, such payment shall be made in immediately available U.S. funds, without withholding, setoff, recoupment, or deduction of any kind.
16.3. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.
16.4. Each Party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.
17. Notices. Notices hereunder shall be deemed made if given by registered or certified mail, postage prepaid, and addressed to the Party at the address designated by such Party in writing.
18. Counterparts and Headings. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. All headings in this Agreement are inserted for convenience of reference only and shall not affect its meaning or interpretation.
BB and BS LLC
Coaching Session Rules and Regulations
1. Scheduling
1.1. Coach will deliver services to Client for an initial period of 30 days recurring payment unless agreed upon otherwise timeframe.
2. Initial Payment
2.1. Upon the execution of this Agreement, Client shall pay BB and BS in 1 initial payment for 30 days and recurring payments after.
3. Renewal of Services
After the signing of this contract, there are no refunds for services paid for.
5. Coaching Session Cancellations
5.1. BB and BS realizes that Clients may opt to cancel a scheduled coaching session in advance thereof. Programming will continue via email as necessary.
6. Termination – Client may not terminate this agreement during the Initial Term. Thirty (30) days prior to the end of the Initial Term, Client may request to cancel without additional charges. Client will transition to month-to-month services until a cancellation request is submitted 30 days prior to the Client’s expected termination date.