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Effective Date: January 29, 2026
 

COACHING AGREEMENT

This Coaching Agreement (“Agreement”) is entered into by and between Inner Sunlight Co LLC (“Coach”) and  Signer as the client (“Client”) 

Coach and Client are collectively referred to as the “Parties.”

PURPOSE

Coach will provide and Client will pay for The Wellness Shift, 1:1 Coaching, The Awareness Workbook, 13 Day Challenge, and any other program, course, and/or coaching services in accordance with the terms and conditions of this Agreement.

THE COACHING RELATIONSHIP

      1. Client acknowledges that coaching is a team effort, and Client will get out of coaching only as much as he or she puts into it. Client agrees to fully participate in coaching and follow the Coach’s instructions to his or her best ability. Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.
      2. Client acknowledges that Client is solely responsible for creating and implementing his or her own decisions, choices, actions and results based on coaching calls, sessions, and interactions with Coach. Client agrees that the Coach is not and will not be liable or responsible for any action or inaction, or for any direct or indirect result of any services provided by the Coach. The Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
      3. Client acknowledges that coaching is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively the Client’s responsibility. 
      4. Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. If Client is currently under the care of a mental health professional, Client should promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach.

COACHING SERVICES

    1. Coach agrees to provide Coach’s The Wellness Shift Program of lessons, group coaching, deliverables, and, if applicable, 1:1 coaching services to Client, subject to the terms and conditions of this Agreement. Coach agrees to devote as much time, attention, and energy as necessary to achieve the following (collectively, “Coaching”):
      1. Virtual Group Coaching Sessions over the course of the program purchased
      2. If applicable, 1:1 Coaching Sessions
      3. All other aspects of guidelines, services, and deliverables
      4. Coach has full discretion in Coaching but shall not engage in any services which are not expressly set forth in this Agreement without the prior written permission from Client.
      5. Coach may, upon Client’s request and at Coach’s sole discretion, provide the following additional services (“Additional Services”):
  • Additional virtual coaching sessions over Zoom on an as-needed basis
  • Coaching support via What’sApp App
  • Provide resources and other deliverables to support the Client  

SCHEDULING & CANCELLATION POLICY

For 1:1 Coaching: Coach and Client will schedule all coaching sessions at mutually agreeable times. Coach will make reasonable efforts to schedule all sessions within the 6 months of this Agreement. 

For Group Coaching/Program: Group Coaching sessions will take place according to the following schedule:

  1. Group Coaching sessions will take place on the 1st and 3rd Wednesdays from 6-7 PM CST and or in accordance with the program schedule. 
  1. For Group and 1:1 Coaching Sessions: Client acknowledges that unanticipated circumstances arise, and the timeline for delivering all sessions is not guaranteed. Coach reserves the right to cancel any coaching session by notifying the Client at least 24 hours prior to the scheduled session. Coach agrees to reschedule the cancelled session within 7 business days of the originally scheduled session. If Coach is unable to reschedule the cancelled session within 45 days of the originally scheduled session, Client will be entitled to a refund of that session’s fee or services provided for equivalent cost of that session’s fee.
  2. For 1:1 Coaching: In the event Client needs to cancel or reschedule any session, Client agrees to provide 24 hours’ notice of cancellation in advance of such session. Client agrees to pay the entire session fee for any session not cancelled 24 hours in advance if Client is unable to reschedule within 7 business days. 

COMPENSATION

Client shall pay to Coach a sum of the total amounts for products selected (“Contract Price”) to be paid in full upon receipt of Coach’s invoice. Coaching shall not begin until the Contract Price is paid in full. 

  1. In the event Client requests and Coach provides any Additional Services both Parties agree on, Client shall pay the Coach the agreed upon additional amount for such services. Amount payable upon Client’s receipt of Coach’s invoice. Additional Services shall not begin until the Additional Services Contract is paid in full. 
  2. Coach acknowledges and agrees that payment as provided in this Section shall constitute full and final compensation for all Services and rights granted under this Agreement. 

TERM

For Group Coaching/The Wellness Shift Program: This Agreement shall have an initial term of 6 months (“Initial Term”), and may be extended on basis by written agreement of the parties.

For 1:1 Coaching: The term of this Agreement shall begin on the Effective Date and shall continue until Coach completes performance of the Coaching. 

TERMINATION

    1. Client may terminate this Agreement if Coach fails to cure any default or breach of this Agreement within ten (10) days of receipt of notice of Client’s intent to terminate due to such deficient performance. 
    2. Coach reserves the right to terminate this Agreement and remove access to services at any time–if Client becomes disruptive to the Coach, the Company, or other Program participants defined by the Coach, or if Client otherwise violates this Agreement. Client shall not be entitled to a refund. 

All payments under this Agreement are non-refundable. Client shall not be entitled to a refund for any reason, including but not limited to termination of this Agreement. Payment under this Agreement reserves Coach’s time and prevents someone else from benefiting from Coach’s services; as such, all funds paid shall be considered compensation for services rendered and are not refundable.  Partial or full refunds may be granted under extenuating circumstances at Coach’s sole discretion, but are not guaranteed.

  1. Force Majeure. Coach shall not be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, inclement weather, accident, earthquakes, governmental order, pandemic or epidemic, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes.  

CONFIDENTIALITY

      1. The coaching relationship and any information that the Client shares with the Coach as part of this relationship is considered confidential (“Confidential Information”). Coach agrees not to disclose or make use of any Confidential Information, directly or indirectly, except for the sole benefit of Client, as necessary to perform the Coaching, without Client’s written consent. Coach will not disclose Client’s name as a reference without Client’s written consent. Coach shall not directly or indirectly disclose or make use of any Confidential Information after the term of this Agreement for any reason. Coach will use reasonable care in handling Client’s Confidential Information so that it does not enter the public domain. Coach will return all Confidential Information to Client upon termination of this Agreement.
      2. Client acknowledges that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and communications between Coach and Client are not subject to the protection of any legally recognized privilege. 
      3. Coach may disclose Confidential Information to the extent that: (i) it becomes publicly available or known by no fault of Coach; (ii) Client grants permission for such disclosure in writing; (iii) Coach obtains the information from a third party, without breach of any obligation to the Client; (iv) disclosure is required by any court or government agency; (v) Coach reasonably believes that there is an imminent or likely risk of danger or harm to the Client or others; or (vi) it involves illegal activity.
      4. In receiving Coaching, Client will have the benefit of proprietary systems, strategies and techniques developed by Coach (“Coach’s Proprietary Information”). Client acknowledges that Coach’s business relies on Coach’s ability to provide such insights to various clients. Client agrees not to disclose Coach’s Proprietary Information to any third party, directly or indirectly, during the term of this Agreement or after it ends.

INDEMNIFICATION

Client, at Client’s expense, shall release, indemnify and hold Coach and its directors, officers, shareholders, employees and agents, and the personal representatives and assigns of each, harmless from and against and all claims, suits, liability, cost and expenses, including without limitation, reasonable attorneys’ fees and expenses, in connection with any act or omission of Coach in providing Coaching and/or arising out of any Work Product, unless due to negligence of the Coach. 

PUBLICITY

Client agrees that Coach may use the Client’s name, logo, and/or image, and any written or verbal communication (but not contact information or personal information) in Coach’s advertising or promotional literature and may publish articles, blog posts or other advertising and promotional material relating to the Client and the Coaching. Client releases Coach from any and all liability, including but not limited to infringement of any right to privacy or right to publicity, relating to or arising out of publicity of Client’s name, logo, and/or image as permitted in this section. Nothing in this section releases Coach from the confidentiality requirements of this Agreement.

LIMITATION OF LIABILITY

      1. Except as expressly provided in this Agreement, Coach makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Coaching. In no event shall Coach be liable to Client for any indirect, consequential or special damages. Coach’s entire liability for any breach of this Agreement, and Client’s sole remedy, shall be limited to the lesser of the total Contract Price or the amount actually paid by Client to Coach under this Agreement.
      2. Coach is not responsible for any technical difficulties with hardware, software, connectivity, or other technological aspects of electronic coaching sessions, and does not guarantee that the conferencing software or coaching sessions will be free from technical problems, available at all times, or work as expected.

ALTERNATIVE DISPUTE RESOLUTION 

Client agrees to notify the Coach of concerns or issues regarding the Services and to give the Coach a reasonable opportunity to resolve those concerns or issues. If the Parties cannot resolve a dispute or potential claim by means of good-faith negotiation, then the Parties agree to make a reasonable attempt to resolve any such dispute through Alternative Dispute Resolution or Mediation before filing a civil cause of action. The Parties agree that good faith participation in Mediation or other Alternative Dispute Resolution is a condition precedent to filing any civil cause of action.

MISCELLANEOUS TERMS

    1. Waiver. The waiver by either Party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach or default of the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default. 
    2. Severability. If any provision or portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect, and the invalid provision or part shall be deleted as narrowly as possible to render this Agreement valid and enforceable. If the scope of any provision of this Agreement is determined to be too broad to permit enforcement to its maximum extent, such provision shall be enforced to the maximum extent permitted by law. 
    3. Governing Law; Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the State of Missouri, without giving effect to its principles of conflicts of law, and the courts of Boone County, Missouri shall have jurisdiction to hear and determine any dispute arising in relation to this Agreement.  Client agrees that any proceeding relating to this Agreement must be filed exclusively in the appropriate courts located in Boone County, Missouri and Client submits to the jurisdiction of those courts and waives any objection based on an inconvenient forum or other reasons.
    4. Assignment. Neither Party may assign, transfer, subcontract or delegate any right or obligation under this Agreement without the prior written consent of the other party.
    5. Notices. All notices shall be in writing and deemed effective when received by either electronic mail or paper mail at the address of the party to be notified provided in the introductory provision of this Agreement.  Either party may change the address to which notices are to be sent by providing written notice to the other party as provided for in this section.  
    6. Section Headings. Section headings are inserted for convenience only and shall not be used in any way to construe the terms of this Agreement.
    7. Entire Agreement. This Agreement shall be deemed to express, embody and supersede all previous statements, promises, inducements, understandings, agreements, or commitments, whether written or oral, between the parties with respect to the subject matter hereof and to fully and finally set forth the entire agreement between the parties. No previous statement, promise, inducement, understanding, or agreement made by any party hereto that is not contained herein shall be binding or valid. 
    8. Amendments. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties.   
    9. No Insurance. As Coach is an independent Contractor, Client will not be required to provide Coach with any employee, individual or group insurance policy or any other kind of insurance coverage including, but not limited to, workers compensation, general or public liability, or errors and omissions insurance.
    10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Acceptance

By purchasing coaching and/or consulting from Inner Sunlight Co., the Client acknowledges reading, understanding, and agreeing to all terms in this Agreement.