IT IS WELL PLLC
CLIENT AND CONTRACTOR COACHING AGREEMENT
THIS PRIVATE COACHING AGREEMENT (the "Agreement") is dated this Xth day of May, 20XX.
CLIENT NAME:
(the "Client")
CONTRACTOR NAME:
Kathleen Meleedy
PO Box 720
Brewster, MA 02631
PO Box 720
Brewster, MA 02631
(the "Coach")
IT IS WELL PLLC
PRIVATE COACHING AGREEMENT
This Coaching Agreement (this "Agreement") is entered into between It Is Well PLLC (the "Coach") and the client whose name appears in the signature line (the "Client"). The Client and Coach are referred to together as the "Parties" and each individually as a "Party". This Agreement is effective as of the date specified in the attached Statement of Work.
The Parties agree as follows:
1. Coaching
The Coach shall provide the Client with coaching services, which may involve direct and personal conversations conducted via scheduled face-to-face, video, or phone appointments. Coaching may include, but is not limited to, one or more of the following: creation and development of personal, professional, emotional, spiritual, mental, physical, and lifestyle goals and designing and carrying out a strategy or plan to achieve those goals; identifying and addressing specific personal struggles, professional issues, or general physiological conditions; value clarification, brainstorming, identifying plans of action, examining modes of operation in life, asking clarifying questions, and making empowering requests or suggestions for action (collectively, "Coaching").
2. Client Obligations
Coaching is a collaborative process. For it to be successful, the Client acknowledges that they:
- Must be punctual, present, and undistracted during the Coaching sessions;
- Must invest time and energy in the Coaching sessions;
- Must independently complete reflections and assignments and provide their full attention and energy to these assignments, as they are a valuable part of the Coaching process; and
- May choose to disclose details of their past or present psychological, psychiatric, and/or medical history or treatment.
3. Session Scheduling
Coaching sessions will be scheduled in advance at mutually agreed-upon dates and times. To cancel a scheduled Coaching session, the Client must provide the Coach with at least 48 hours’ written notice (via email or text) in order to be eligible for a reschedule. Missed appointments or cancellations within the 48-hour window will result in forfeiture of that Coaching session. A particular session may be rescheduled only once. Life happens, and emergencies do come up. In these cases, exceptions may be considered at the Coach’s discretion. The Coach reserves the right to cancel and reschedule Coaching sessions as needed, and will provide as much notice to the Client as possible.
4. Fees and Expenses
4.1 Fees
The Client shall pay the Coach the fees provided herein and as set out in the attached Statement of Work. Unless otherwise provided, fees will be payable upon receipt of invoice and in no event more than three (3) days thereafter.
4.2 Late Payments
Payments are considered late if more than three (3) days overdue. The Coach may suspend the Coaching when a payment is late.
4.3 Refund Policy
All fees paid by the Client to the Coach under this Agreement are non-refundable. The Client is responsible for communicating any dissatisfaction with the Coaching to the Coach as soon as possible. Prompt communication will allow the Coach to restructure the Coaching strategy accordingly.
5. No Warranty
THE CLIENT ACKNOWLEDGES THAT HE OR SHE IS UNIQUE AND THAT THE COACH CANNOT AND DOES NOT PROMISE OR GUARANTEE ANY RESULT. THE COACH PLAYS THE ROLE OF A FACILITATOR OF CHANGE, BUT IT IS THE CLIENT’S RESPONSIBILITY TO ENACT OR BRING ABOUT THE CHANGE. AS SUCH, THE COACH MAKES NO REPRESENTATIONS OR WARRANTIES, AND THE COACHING IS PROVIDED AS-IS. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
6. Intellectual Property
All intellectual property rights, including copyrights, patents, trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, and logos, shall be owned by the Coach. The Coach grants the Client a limited, non-exclusive, personal license to use such intellectual property free of additional charge for personal purposes only. Such license is subject to revocation by the Coach at will. The Client may not share, distribute, or reproduce the Coach’s intellectual property.
7. Confidentiality
The Parties agree to the terms of the attached Confidentiality and HIPAA Disclosure Consent, which is incorporated herein by reference.
8. Release of Liability
The Client acknowledges that the Coaching services are not provided in lieu of other professional medical services. The Client hereby releases and holds harmless the Coach from any and all liability, damages, claims, and causes of action whatsoever resulting from the Coaching, in accordance with the Liability Release attached hereto and incorporated herein by reference.
9. Term, Termination, and Survival
9.1 Term
This Agreement shall commence as of the date it has been signed by all Parties (the "Effective Date") and shall continue for the Initial Term specified in the Statement of Work, unless sooner terminated pursuant to Sections 9.2 through 9.4.
9.2 Default
Either Party may terminate this Agreement, effective upon sending written notice to the other Party (the "Defaulting Party"). With respect to a material breach capable of cure, the Defaulting Party may cure such breach to the satisfaction of the other Party within ten (10) days after receipt of notice.
9.3 Early Termination by Coach
Notwithstanding any language above to the contrary, the Coach may terminate this Agreement before the end of the Initial Term on written notice if either (a) the Client fails to pay, or (b) the Coach, in its sole discretion, feels the relationship will not lead to a positive outcome for the Client. If the Coach terminates this Agreement before the expiration of the Initial Term, the Coach will refund the Client a proportional amount, as determined in the Coach’s sole and absolute discretion.
9.4 Early Termination by Client
Notwithstanding any language above to the contrary, the Client may terminate this Agreement prior to the expiration of the Initial Term; provided, however, that such termination shall be effective upon receipt by the Coach of an early termination fee equal to two (2) times the monthly fee.
9.5 Survival
The rights and obligations of the Parties set forth in Sections 6 through 9, and any right or obligation of the Parties in this Agreement that by its nature should survive, will survive any termination or expiration of this Agreement.
10. Entire Agreement
This Agreement, including and together with any related Statements of Work, Confidentiality and HIPAA Consent, Liability Release, exhibits, schedules, attachments, and appendices, 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.
11. 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.
12. Amendments
No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by each Party.
13. Waiver
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.
14. Relationship of the Parties
The Coach is a self-employed independent contractor.
15. Choice of Law
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
16. Waiver of Jury Trial
EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
17. 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. Electronic signatures shall be treated as originals.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized representatives.
IT IS WELL PLLC
By: Kathleen Meleedy, BSN, RN, HWNC-BC
Name: Kathleen Meleedy, BSN, RN, HWNC-BC
Title: Founder
Date:
CONFIDENTIALITY AND HIPAA CONSENT
THIS NOTICE DESCRIBES HOW YOUR HEALTH INFORMATION MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY.
This Confidentiality and HIPAA Consent (this "Consent") is entered into in conjunction with the Coaching Agreement (the "Agreement") between It Is Well PLLC (the "Coach") and the client whose name appears in the signature line (the "Client").
1. Confidentiality
Any information the Client discloses to the Coach in connection with the Coaching (as defined in the Agreement) will be kept strictly confidential in accordance with professional nursing requirements, subject to the following terms and conditions.
2. HIPAA Notice of Privacy Practices
HIPAA requires the Coach to safeguard the Client’s protected health information (PHI), which includes any information that could reasonably identify the Client, including data about health conditions, the Coaching services, and payment for those services. Under HIPAA, the Coach may use and disclose the Client’s PHI for the following reasons:
2.1 Treatment
To coordinate care, the Coach may disclose the Client’s PHI to physicians, psychiatrists, psychologists, and other licensed health care providers who are involved with the Client’s care.
2.2 Business Operations
For efficient business operations, the Coach may disclose the Client’s PHI, for example, to evaluate the Coach’s performance, to ensure compliance with applicable laws, or for appointment reminders and health-related benefits or services.
2.3 Payment
To bill and collect payment for the Coaching, the Coach may use or disclose the Client’s PHI.
3. Obligatory Disclosures
Nurses are listed in most, if not all, mandatory reporting statutes. Mandatory reporting statutes include child abuse and neglect reporting statutes, medical neglect of children and the elderly, elder abuse in the community or in nursing homes reporting laws, and domestic violence. The Coach may disclose PHI in the following circumstances and as required by law:
3.1 Danger
When disclosure is compelled or permitted by the fact that the Client is in such a mental or emotional condition as to be dangerous to the Client or to the person or property of others, and the Coach determines that disclosure is necessary to prevent the threatened danger.
3.2 Abuse
When disclosure is mandated by child abuse or neglect reporting laws or by elder or dependent adult abuse reporting laws. If the Coach has a reasonable suspicion that abuse or neglect has occurred, the Coach must report it.
3.3 Public Health
To prevent and control disease, including communicable disease, the Coach may be obligated to share the Client’s PHI.
3.4 Lawsuit
If a lawsuit is filed against the Coach or in another legal proceeding, the Coach may be required to disclose PHI by a court of law, arbitration panel, or taxing authority, and as part of the Coach’s defense in court, or if an arbitrator or arbitration panel compels disclosure when arbitration is lawfully requested.
3.5 Oversight
Disclosure may be made when required or permitted to a health oversight agency for oversight activities authorized by law.
3.6 Disclosures to Family, Friends, or Others
The Coach may provide the Client’s PHI to a family member, friend, or other individual with the Client’s consent. The Client has the right to object in whole or in part and the Coach must reasonably comply. Retroactive consent may be obtained in emergency situations.
4. Additional, Optional Disclosures
By signing this Confidentiality and HIPAA Consent, the Client consents to the following disclosures:
4.1 Business Associates
The Coach may disclose the Client’s PHI to its business associates. The Coach will have contracted with entities (defined as "business associates" under HIPAA) to help administer the Coaching services. The Coach will enter into contracts with these entities requiring them to use and disclose the Client’s health information only as the Coach is permitted to do so under HIPAA.
4.2 Marketing Purposes
For marketing purposes, the Coach may use and publish any testimonials, reviews, quotes, or other communications regarding the services made by the Client. The Coach will not share any details related to the Client’s health without express written consent.
5. Client Rights
5.1 Revocation of Written Authorization
By signing below, the Client agrees to the above authorizations. The Client’s signed authorization to disclose PHI may later be revoked in writing to stop future disclosures.
5.2 Copies
The Client has the right to inspect and request copies of the Client’s PHI. The Client may request the information in writing and the Coach will respond within 30 days. If the Coach must deny the request, the Coach will give the Client reasons for the denial in writing. The Client is entitled to a list of the disclosures of the Client’s PHI that the Coach has made upon 60 days’ notice. This will not include disclosures that the Client has authorized.
5.3 Amendments
If the Client believes there is an error in the Client’s PHI, the Client has the right to request that the Coach correct the information or add missing information. The Client’s request for this amendment must be made in writing and the Coach must respond within 60 days. The Coach may deny the request if the Coach finds that the PHI is complete and correct or may not be disclosed. The Coach’s written denial must explain the reasons for the denial and the Client’s right to file a written objection. If the Client does not file a written objection, the Client will still have the right to ask that the Client’s request and the Coach’s denial be attached to any future disclosures. If the Coach agrees to make changes to the Client’s PHI, the Coach will also advise all others who need to know that the changes have been made.
5.4 Complaints
If the Client feels the Coach has violated the Client’s privacy rights, or if the Client objects to a decision the Coach has made about access to the Client’s PHI, the Client is entitled to file a complaint with the Coach directly at It Is Well PLLC. The Client may also file a complaint with the U.S. Department of Health and Human Services Office for Civil Rights by sending a letter to 200 Independence Avenue, S.W., Washington, D.C. 20201, or by calling 1-877-696-6775. The Coach will not retaliate against the Client for filing a complaint.
LIABILITY RELEASE
BY SIGNING THIS DOCUMENT, YOU MAY BE FORFEITING LEGAL RIGHTS. PLEASE READ IT CAREFULLY.
This Liability Release (this "Release") is entered into in conjunction with the Coaching Agreement (the "Agreement") between It Is Well PLLC (the "Coach") and the client whose name appears in the signature line (the "Client").
1. Risks and Potentially Harmful Activities
The Client acknowledges that the Coach is not a medical doctor. The Coach may utilize alternative and unconventional forms of health management that are experimental and/or have not been scientifically tested, approved, or proven. By participating in Coaching, the Client acknowledges that they may encounter adverse effects, including but not limited to damage to health, weight gain, medical problems, side effects, stress, anxiety, depression, and other physical or mental ailments. The Client acknowledges that there is no guarantee as to the outcome.
2. Not Professional Advice
The Client understands that Coaching is not to be used as a substitute for professional advice by legal, psychological, mental health, medical, nutritional, financial, business, spiritual, or other qualified professionals. The Client agrees to seek independent professional guidance for such matters. The Client agrees that they are solely responsible for seeking independent professional guidance and the Coach has no responsibility to inform, direct, or assist the Client in doing so.
3. Third Party Materials
Periodically, the Coach may provide links to other websites or written or printed material which may be of value, interest, and convenience to the Client. This does not constitute endorsement of the material at those sites or of any associated organization’s product or service. The Client agrees they are solely responsible for making their own informed decisions about the accuracy of the information at those sites and in printed material.
4. Assumption of Risks
The Client agrees that utilizing Coaching is entirely at the Client’s own risk. The Coach is not responsible for any risk to the Client. Any actions or lack of actions taken by the Client as a result of such Coaching are done so solely by the Client’s choice and responsibility, and are neither the responsibility nor the liability of the Coach. The Client takes full responsibility for the decisions they make after being coached, as well as the consequences. The Client is fully responsible for their physical, mental, and emotional wellbeing during the Coaching sessions and for the duration of the Coaching. The Client acknowledges that they are voluntarily participating in the Coaching services despite their knowledge of the dangers and risks involved. THE CLIENT AGREES TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DEATH, OR PROPERTY DAMAGE, WHETHER CAUSED BY THE NEGLIGENCE OF THE COACH OR OTHERWISE.
5. Release of Liability
THE CLIENT EXPRESSLY WAIVES AND RELEASES ANY AND ALL CLAIMS, NOW OR LATER KNOWN, AGAINST THE COACH AND ITS EMPLOYEES OR CONTRACTORS ARISING OUT OF OR ATTRIBUTABLE TO THE COACHING. THE CLIENT AGREES NOT TO MAKE OR BRING ANY CLAIM AGAINST THE COACH, AND FOREVER RELEASES AND DISCHARGES THE COACH FROM LIABILITY UNDER SUCH CLAIMS.
6. Miscellaneous
This document will be interpreted in accordance with the laws of the Commonwealth of Massachusetts and is meant to be as broad and inclusive as the law allows. The Client submits to the jurisdiction of the federal and state courts located within this state. If any part of this document is found invalid, the remaining parts will still be enforceable. The Client expressly intends for this Release to bind all of their heirs and relatives, whether by blood, marriage, or adoption, while they are alive, and the Client’s heirs, assigns, and personal representative if they die. The Client understands this Release constitutes a waiver, release, discharge, and covenant not to sue the Coach. This Release prevents the Client, their family, heirs, assigns, and personal representative from seeking medical reimbursement or making any claims or initiating legal proceedings against the Coach, whether on their behalf or otherwise, even where the Coach acted negligently.
By signing below, the Client acknowledges that they have carefully read this document and understand it. They acknowledge that they are voluntarily and contractually releasing substantial legal rights, including the right to sue the Coach. Even so, they are signing this document willingly and voluntarily.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this Xth day of May, 20XX.
