CLIENT AGREEMENT

THIS AGREEMENT is made as of %DATE% between Eat Well. Perform Better LLC (“Dietitian”) and %CONTACT_NAME% (collectively as the “Parties”).

The Parties have agreed that Client would like to retain Dietitian to provide services for Client, which is more fully described in Exhibit A (the “Services”). The Parties agree to the following:

1. Term. This Agreement shall be effective as of the date listed above and shall continue until written notice of Termination from either Party OR until completion of the Services outlined in Exhibit A.

2. Representations and Warranties.The Parties represent and warrant the following:

   1. Dietitian represents and warrants that:

      1. Dietitian is a Registered Dietitian and is qualified to perform the Services; 

      2. Dietitian will provide the Services in a timely, diligent, professional, and workmanlike manner, in accordance with the Agreement and in a manner consistent with industry standards; 

      3. Dietitian will perform the Services in compliance with all applicable laws and regulations; and,

      4. Dietitian has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein. Dietitian has no other agreements with any other party that would conflict with this Agreement. 

   2. Client represents and warrants that: 

      1. Client will provide the information needed by Dietitian to perform the Services, as described herein; and,

      2. Client has the full and unrestricted right, power, and authority to enter into this Agreement and grant the rights granted herein. Client has no other agreements with any other party that would conflict with this Agreement.

3. Changes and Revisions. This Agreement is limited to the Services outlined in Exhibit A. If Client requests new work or changes that are outside the original scope of the Services, Dietitian will provide an estimate. Additional services may be added and charged based on agreement between Dietitian and Client. 

4. Compensation and Payment. Client shall pay Dietitian in accordance with the amounts listed in Exhibit A.  In the event that Dietitian incurs legal fees, costs, or disbursements in an effort to collect any Client invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Dietitian for all such expenses.

5. Expenses. Client shall not be liable to Dietitian for expenses paid or incurred by Dietitian, except for those fees that the Parties agree to in writing. 

6. Cancellation Policy. Client agrees to notify Dietitian of cancellation of any appointments with a minimum notice of twenty-four (24) hours prior to the scheduled start time, via EMAIL to cortneyberling@gmail.com. If such notification is not received by Dietitian at least twenty-four (24) hours before the scheduled time, payment for that session will be required. 

   1. Neither party shall be liable for delay or failure to attend a scheduled session if such delay or failure is caused by any circumstances beyond their reasonable control. Determination of such reasonableness is in the sole discretion of Dietitian.

7. Status. The Parties understand and agree that Dietitian is an independent contractor, which may contract with subcontractors for completion of the Services. Neither Dietitian nor Dietitian’s agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with Dietitian. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. Dietitian is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing. 

8. Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by either Party immediately upon written notice to the other party. However, there will be no refunds. 

9. Confidentiality. The Parties agree that neither party shall authorize the other to disclose to any third party any confidential information without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by court order. Confidential Information includes business methods, business policies, business strategies, business plans, procedures, techniques, research, or any other relevant details relating to or dealing with the business operations or activities of the Parties. Confidential information is not limited to a specific medium and can be oral, written or physical in format. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.

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

11. Disclaimer. Dietitian will provide current dietary and nutrition advice and information as part of the Services. Dietitian has made every effort to ensure that all Services have been tested for accuracy. There is no guarantee that Client will see positive results using the techniques and materials provided by Dietitian. Dietitian assumes no management responsibility for Client's decisions or practices that Client implements.

12. Medical Treatment. Client understands and agrees that Dietitian provides dietary, nutrition, and wellness information and advice. Client understands that Dietitian does not provide medical advice nor can Dietitian prescribe medical treatment. Client understands that Client must seek medical advice from Client’s physician or medical provider. Client understands that it is Client’s responsibility to discuss all changes to Client’s diet or potential dietary supplement use with Client’s medical provider prior to making any changes. 

13. Waiver. Client understands that all changes to Client’s diet, including changes to food or use of dietary supplements, carries a risk. Client is doing this at Client’s risk. Client is engaging Dietitian for Services with full knowledge and acceptance of such risks. Client hereby releases Dietitian from any and all responsibility or liability from injuries or damages to Client’s person resulting from or connected with Client’s participation in the Services.

14. Indemnification. Dietitian agrees to defend, indemnify and hold Client, its affiliated companies and its respective employees, officers, directors, trustees and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Dietitian or (ii) Dietitian's breach of any provision of this Agreement (including any representation or warranty). Client shall indemnify, defend, and hold Dietitian harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Dietitian in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Dietitian’s appearance or association with Client, unless such claim arises from Dietitian’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Dietitian hereunder.

15. No Warranty. All information is provided "as is" with no warranties.

16. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of which the client resides in without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America. 

17. Assignment. This Agreement shall not be transferred or assigned to any third party, in whole or in part, by Client without the express written consent of Dietitian, which may be withheld in Dietitian’s sole discretion. 

18. Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the addresses in the signature block. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt. 

19. Miscellaneous. 

    1. If any of the provisions of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way. 

    2. Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

    3. Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

    4. The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The Parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the Parties. 

    5. This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged. 

EXHIBIT A

DESCRIPTION OF SERVICES

Objective: Provide education and nutrition coaching in regard to the foods an individual should be consuming for the body to function at its ultimate capacity. Coaching will be focused on creating sound eating habits to meet the energy demands of endurance training and creating a positive mindset around food choices.

Timeline: One time visit.

Location of Services: Virtual (Zoom)

Compensation: Self-Pay

Client will pay the following fees for the Service prior to the scheduled visit: $150 for initial appointment 

Communication: Dietitian approves reasonable communications through the following channel: email. All communications regarding the Services will be conducted only on this approved channel. Client understands and acknowledges that messages sent in any format, other than the approved channels, without prior approval from Dietitian will not receive a response. Client should allow two (2) business days for a response to all communications; however, most responses will be received within one (1) business day.

Description of Services: 

1. The Registered Dietitian will meet with the client virtually (via Zoom) for 60 minutes. The Registered Dietitian will review all forms, discuss current dietary habits and physical activity. The client may be asked to keep a food log for the Registered Dietitian to review. The client and Registered Dietitian will set goals centered around overcoming the clients biggest nutritional concerns. 

Cortney Berling, MPH, RD

Cortneyberling@gmail.com

216-408-2226

745 Ledge Rd. Hinckely, OH 44233