DANIELLE McCLELLAN, RD PLLC

Private Coaching Services Agreement

 

This MacroTarget Nutrition agreement (“Agreement”) is made and entered by and between ____________________ (hereafter referred to as the “Client”) and DANIELLE McCLELLAN, RD PLLC (hereafter referred to as the “Provider”) as of this ___ day of _____________, 20___ (“Effective Date”). 

 

The purpose of this Agreement is to set forth the details of the parties’ relationship so that each are clear as to respective roles and how communication will take place so that the relationship will be positive, productive, and comfortable.

 

THEREFORE, Provider and Client agree as follows:

 

 

1. During the term of this Agreement, Provider agrees to provide consultations in accordance with the specific services set forth in the Private Coaching Package as outlined in Exhibit A (the “Services”). Unless otherwise agreed between the parties, Provider’s duties hereunder will primarily be performed by Danielle McClellan, RD, LD, the Provider’s owner.
2. The services to be provided by Provider to the Client are coaching and nutritional support activities as designed by the Provider in consultation with the Client. The Services hereunder may address specific dietary concerns, personal projects, business, or general conditions in the Client’s life, health, or profession. The parties will collaboratively work to develop and, if necessary, periodically adjust the Services to reflect Client’s desired goals, provided that any such change in the scope of the Services will be agreed in writing by the parties.
3. Client grants permission for Provider to correspond with Client’s physician(s) as Provider deems necessary or beneficial to obtain information relevant to Client’s nutrition treatment.

1. If Client is presently under any form of psychiatric care or specialized medical supervision, Client is to inform Provider prior to working together.

1.  Provider and Client agree upon the Services through which consultations, preparation, and follow-up work (if necessary) are conducted.  Dates and location are chosen collaboratively and adhered to upon signing the agreement.

2. Appointments will ordinarily last for the duration and occur at a frequency the parties agree to under Exhibit A, although some sessions may be scheduled for shorter or longer periods or occur more or less frequently as needed. The time scheduled for Client’s appointment is assigned to Client and Client alone. If Client needs to cancel or reschedule a session, Client must provide at least 24 hours’ notice. If Client misses a session without canceling, or cancels with less than 24-hour notice, Client shall not be entitled to any refund or reimbursement. If it is possible, Provider may try, but will not be required, to find another time to reschedule the appointment. In addition, Client is responsible for coming to each session on time; if Client is late, the appointment will still end at the scheduled time.

 

3. Provider will employ a range of methodologies, including coaching or mentorship, meal planning, dietary counseling, and/or other methods to be determined by Provider. Client agrees to be open minded and partake in methods proposed. Client understands that Provider makes no guarantees as to the outcome of the sessions or package.

 

 

1. Client will make payment via website or other agreed upon method as outlined in Exhibit A.
2. The fees for the Services shall be as set forth in Exhibit A. Client is responsible for paying in strict accordance with Exhibit A unless prior alternative arrangements have been made. Payment must be made by credit card, or as otherwise explicitly agreed upon in writing. In the event Client fails to timely pay in accordance with this Agreement, Provider reserves the right to use an attorney or collection agency to secure payment. Provider does not accept insurance at this time; thus, Client will be responsible for the entire fee as outlined in Exhibit A.
3. NO REFUNDS WILL BE ISSUED. Should Client decide not to continue with the Services for which the parties have contracted at any time, full payment shall be due and owed for any Services for which the parties have entered a written agreement.  Should Client not make payments, Provider may pursue legal action.
4. Credit Card Authorization (if applicable for payment plan).  Each Party hereto acknowledges that Provider will send an invoice or charge the credit card chosen by the Client on the dates (or in accordance with the schedule set forth) and for the amounts specified in Exhibit A. No sessions will be held until payment is made and if payment due is not paid within ten (10) days of due date, Client forfeits any remaining sessions.

 

5. HEALTHCARE DISCLAIMERS.

1. Client understands that Danielle McClellan, RD, LD is a Registered and Licensed Dietitian and not a physician. Rather, she provides education within the scope of her credentials to enhance knowledge of health as it relates to foods, dietary supplements, and behaviors associated with eating. While nutritional and dietary support can be an important complement to medical care, Client understands dietary counseling is not a substitute for diagnosis, treatment, or care of disease by a physician or other medical provider. Rather, these assessments and sessions are intended as a guide to developing an appropriate health-supportive program for Client, and to monitor and support Client’s progress in achieving Client’s goals. These services are in no way to be construed or substituted as psychological counseling or any other type of therapy or advice. By utilizing these services, Client acknowledges that Danielle McClellan is acting only in her capacity as a registered dietitian, and that the Services hereunder do not replace the care of other professionals.
2. Provider may provide the Client with information relating to products that Provider believes might benefit the Client, but such information is not to be taken as an endorsement.  Provider may make dietary and/or lifestyle suggestions, but these are wholly the Client’s responsibility and choice on whether to implement such changes.  Provider is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information, coaching, or Services provided. If Client is under the care of a healthcare professional or currently uses prescription medications, Client should discuss any dietary changes or potential dietary supplement use with his or her primary care physician and should not discontinue any prescription medications without first consulting his or her primary care physician.
3. Client acknowledges and agrees that the information provided to Client is designed to meet Client’s personal dietary needs. It is NOT suitable for any other individuals and will not be transferred, copied or sold to another person.
4. Use of the Services and performance of the suggested actions hereunder is at Client’s own risk. Any use of videos requiring physical activity is done at Client’s discretion and Provider will not be held liable for any injury that could result from utilizing videos. Client acknowledges and agrees that the information provided to Client is designed to meet general fitness goals. It is NOT suitable for all persons or persons with certain medical or health related conditions. Client understands and acknowledges that Client should not use the Service if Client is pregnant, uses certain medications, and/or has certain medical histories or chronic conditions, including but not limited to persons with kidney disease, type 1 diabetes, anyone with a history of bariatric surgery, or anyone with a history of an eating disorder or disordered eating. Client understands and acknowledges that using this Service can be dangerous to Client’s health. 
5. Provider may provide Client with third-party recommendations for such services as health, physical therapy, lifestyle, or other related services. Client agrees that these are only recommendations and Provider will not be held liable for the services provided by any third-party to the Client.  Provider is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third-party.

 

6. GENERAL DISCLAIMERS. Any testimonials or examples shown through Provider’s website, programs, and/or services are only examples of what may be possible for Client. There can be no assurance as to any particular outcome based on the use of Provider’s programs and/or services. Client acknowledges that Provider has not and does not make any representations as to the future result that may be derived as a consequence of use of Provider’s website, programs, products or services. Client expressly assumes the risks of receiving the Services, including the risks of trying new foods or modifying Client’s dietary regimen, and the risks inherent in making lifestyle changes.

    

7. This Agreement is considered a mutual non-disclosure agreement. Both parties agree not to disclose, reveal, or make use of any information learned by either party during discussions, coaching sessions, appointments, or otherwise. Provider’s policies about confidentiality, as well as other information about Client’s privacy rights, are further described in a separate document entitled Notice of Privacy Practices. Client acknowledges that they have been provided with a copy of that document; if at any time Client desires another copy thereof, Provider will provide one upon request. Nothing herein shall prevent the Provider from updating or amending its confidentiality practices or other terms of the Notice of Privacy Practices from time to time and at any time. Notwithstanding the terms of the Notice of Privacy Practices, Client acknowledges that Provider may share confidential information or information developed during or regarding coaching sessions or appointments with Provider’s contractors or representatives solely for the purpose of fulfilling the obligations of this Agreement. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement.

 

8. INTELLECTUAL PROPERTY RIGHTS. In respect of the documents specifically created for the Client as part of this Agreement, Provider maintains all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. Client receives one license for personal use of any content provided by Provider. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of Provider to the Client, nor grant any right or license other than those stated in this Agreement. For the purposes of this Clause, “Material” shall mean the materials, in whatever form, used by Provider to provide the Services and the products, systems, programs or processes, produced by Provider pursuant to this Agreement.

 

9. DISCLAIMER OF WARRANTIES. To the maximum extent permitted by law, the Services provided to Client by Provider under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose.

 

10. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event will Provider or any of its partners, affiliates, subsidiaries, or representatives be liable to Client or any other party for any special, direct, indirect, incidental, exemplary, consequential or punitive damages arising from or related to the Services or to this Agreement, regardless of causal event or legal theory asserted, including but not limited to (a) any loss of profits or economic loss; (b) any business interruption; (c) any loss or breach of data or privacy, including any loss, disclosure, or misuse of Client’s Confidential Information; (d) any cost of procuring or transitioning to replacement services; (e) any failure to meet any duty, including any statutory duty, duty of good faith, or duty of reasonable care; (f) any failure by Client to act on any recommendation of Provider; (g) any inaccurate, misleading, or deceptive description of a program distributed by Provider as part of the Services; (h) any service not required under this Agreement; or (i) any other pecuniary or other loss whatsoever, whether such loss arises out of the use of the Services, the inability to use the Services, the provision of or failure to provide support, information, upgrades, or related materials, or any breach of contract or any tort, including but not limited to, negligence, misrepresentation, or strict liability obligations. Further, to the maximum extent permitted by law, in no event will Provider or any of its representatives’ total cumulative liability to Client or any other third party for claims, losses, or damages of any kind, whether based on contract, tort, negligence, indemnity or otherwise, arising out of or related in any way to this Agreement, the Services, exceed the actual fees Client paid to Provider under this Agreement during the preceding three (3) month period ending on the date of the cause of action giving rise to the claim, loss, or damage. Unless otherwise required by applicable law, no claim may be asserted by Client against Provider more than six (6) months after the date of the cause of action underlying such claim.

 

11. Client shall indemnify, defend, and hold harmless Provider and her current and former employees, contractors, agents, affiliates, partners, members, managers, and representatives (collectively the “Indemnified Party”), from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the services provided by Provider, b) the negligence, recklessness, or willful misconduct of the Indemnified Party or any party under direction or control of the Indemnified Party, c) a material breach of this Agreement by the Indemnified Party, or d) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the Indemnified Party, or its clients.

 

12. NON- The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. Client agrees that Client will not engage in any conduct or communications with a third party, public or private, designed to disparage Provider. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Provider or any of its programs, affiliates, subsidiaries, principals, employees, agents or representatives.

 

13. DISPUTE RESOLUTION. Except to the extent explicitly prohibited by applicable non-waivable law, if a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Austin, Texas or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.

 

14. GOVERNING LAW. Except to the extent explicitly prohibited by applicable non-waivable law, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, regardless of the conflict of laws principles thereof. If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and affect and shall in no way be affected, impaired, or invalidated.

 

15. GOOD FAITH. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance and any termination of this Agreement.

 

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by a person authorized to execute such an instrument on behalf of both the Client and Provider.

 

17. 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 will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to (or the court may) modify this Agreement to affect the Parties’ original intent as closely as possible.

 

18. Neither party may assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation without the other Party’s prior consent will be null and void.

 

19. SUCCESSOR AND ASSIGNS. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

 

20. 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. A signed copy of this Agreement delivered by email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the Effective Date.

 

 

PROVIDER:                                                                                                                                   

                                    Signature                                                                     Date

 

Danielle McClellan, RD,

Managing Member

 

                            

CLIENT:                                                                                                                                         

                                    Signature                                                                     Date

 

                                                                       

                                    Name

 

 

 

 

 

 

EXHIBIT A

DETAILS REGARDING SERVICES

 

1. SCOPE OF WORK.
   • Provider shall perform the services Client has chosen for their option as set forth in this Agreement and such additional services as may be agreed by mutual agreement of the parties (“Services”).
   • Unless the parties otherwise agree in writing, the Services will consist of the following:
     • MacroTarget Nutrition (the “Program”) includes meal ideas, check-ins, questions or concerns. This program is targeted for motivated individuals with goals of weight loss, weight maintenance, or weight gain and is based on counting macronutrients, which are carbohydrates, protein, and fat. The meals may provide the serving sizes of various foods from each macronutrient category and allow the Client to plan meals and snacks from the various foods listed.
     • Coach will offer weekly email check-ins and one Zoom or Google Meet call per month during the Program, which date shall be agreed upon with Coach.
     • The Program’s meals, messaging, and check-ins will be provided through the Pivot app and will include access to the mobile application. The meals may provide suggestions of specific meals that a person could have for breakfast, lunch, dinner, and a snack. These sample recipes may not work for everyone and should be utilized at Client’s own discretion.
     • The Services listed in this Agreement are the exclusive items to be provided hereunder. The Services do not include any terms or services not specifically provided in this Agreement, or any third-party fees or costs. Any additional services or tasks must be agreed to in writing by the parties.
   • Monthly MacroTarget Nutrition: The Program shall be provided on a monthly basis for $299 per month (the “Program Fee”) or lower depending on any current promotions or discounts. Client shall be automatically billed the Program Fee every month on the card on file, as outlined in Section 1.4 below. The Program shall commence the day Client signs up for the Program on Kajabi. Client understands and agrees that it is Client’s responsibility to cancel at least 72 hours before the next automatic payment if Client chooses to cancel the Program.

 

• Automatic Payments: Client shall provide valid credit card information and Coach shall charge the Program Fee as provided in this Agreement. After the initial payment, Client agrees that the remaining payments shall be automatically charged to the credit card on file. Client is solely responsible for keeping Client’s credit card information up to date for the automatic payments with Kajabi. Client understands and agrees that Coach may revoke access to the Service and Client shall have no right to access any part of the Service if any part of a payment is not received for any reason. In the event Coach does not receive timely payment, Client forfeits access to any previous content and future content from the Service. Coach may, in Coach’s sole discretion, reinstate access to the Service in the event Client provides a valid credit card and Coach receives all due and owing payments.

2. COMMUNICATION GUIDELINES. During the term that the Client has access to the Program the Client will have access to the coaching app, email, and once monthly Zoom or Google Meet communication with the Provider. Check-ins and general questions can be messaged through the app, and any sensitive or clinical information should be emailed. While Provider will use reasonable efforts to reply to emails and messages in a timely manner, it is impossible to provide a guarantee regarding a specific response window. Secure video calls may be scheduled at any mutually agreeable time the Provider or Client deems necessary but will be limited to one video call per month unless specifically otherwise agreed in writing by the parties. Any additional video calls may incur additional charges. Client shall not be entitled to any refund or reimbursement in the event Client is unable to access the Zoom or Google Meet calls.
3. Client will pay the fees, as provided for in Sections 1.2, 1.3, and 1.4 of this Exhibit, through Kajabi. Coach must receive payment of the fees as scheduled prior to Client obtaining or in order to retain access to the Service detailed in the Agreement.
4.  

IN WITNESS WHEREOF, the undersigned parties have executed this Exhibit on the Effective Date.

 

PROVIDER:                                                                                                                                   

                                    Signature                                                                     Date

 

Danielle McClellan, RD

Managing Member

 

CLIENT:                                                                                                                                         

                                    Signature                                                                     Date

 

                                                                       

                                    Name