12 WEEK WEIGHT LOSS GROUP COACHING AGREEMENT

This agreement for the KGW 12 Week Group Weight Loss Program (“Agreement”) is made at the time of purchase between Katie Gill Wellness a nutrition consulting business, with a mailing address of 56 Admiral Kalbfus Rd Newport, RI 02840 and client  (“Client”). 

Katie Gill Wellness and “Client (The “Parties”) have agreed that the Client would like to retain Katie Gill Wellness, to provide services for the client, which is more fully described in Exhibit A (the “Services”). The Parties agree as follows:  

1. Term. This Agreement shall be effective as of Wednesday, August 6th, 2025 (specific date to be determined at later date) and shall continue for 12 weeks until the completion of the program on October 29th, 2025 outlined in Exhibit A.
2. Representations and Warranties. The Parties represent and warrant the following:

Katie Gill Wellness represents and warrants that:  

• Services will be performed by a Registered Dietitian who is qualified to perform the Services; 
• Katie Gill Wellness 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; 
• Katie Gill Wellness will perform the Services in compliance with all applicable laws and regulations; and,
• Katie Gill Wellness 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. 

Client represents and warrants that: 

• Client will provide the information needed by Katie Gill Wellness to perform the Services, as described herein.

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, Katie Gill Wellness will provide an estimate. Additional services may be added and charged based on mutual agreement between Katie Gill Wellness and Client. 
4. Compensation and Payment. Client shall pay Katie Gill Wellness in accordance with the amounts listed in Exhibit A. 

In the event that Katie Gill Wellness or its agents 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 Katie Gill Wellness for all such expenses.

5. Expenses. Client shall not be liable to Katie Gill Wellness for expenses paid or incurred by Katie Gill Wellness, except for those fees that the Parties agree to in writing. 
6. Status. The Parties understand and agree that Katie Gill Wellness is an independent contractor, which may contract with subcontractors for completion of the Services. Katie Gill Wellness nor its agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with Katie Gill Wellness. 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. Katie Gill Wellness 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. 
7. Termination. This Agreement may be terminated, or delayed, in whole or in part, by either Party upon seven 7 days written notice to the other party. IN THE EVENT OF A TERMINATION, 100 PERCENT (100%) OF THE TOTAL COST OF THE SERVICES IS NON-REFUNDABLE. 
8. 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.
9. Confidentiality of Patient Information. Katie Gill Wellness complies with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Katie Gill Wellness acknowledges and agrees to protect the personal information of Client in accordance with HIPAA. Client may be required to sign additional HIPAA forms by Katie Gill Wellness. 
10. Intellectual Property - Dietitian Materials. All original materials provided by Katie Gill Wellness to Client are owned by Katie Gill Wellness. Any original materials are provided for Client's individual use. Client is not authorized to use or transfer any of Katie Gill Wellness intellectual property. All intellectual property remains the property of Katie Gill Wellness. No license to sell or distribute is granted or implied.
11. Disclaimer. Katie Gill Wellness will provide current dietary and nutrition advice and information as part of the Services. Katie Gill Wellness 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 Katie Gill Wellness. Katie Gill Wellness assumes no management responsibility for Client's decisions or practices that Client implements.
12. Medical Treatment. Client understands and agrees that Katie Gill Wellness provides dietary, nutrition, and wellness information and advice. Client understands that Katie Gill Wellness does not provide medical advice nor can Katie Gill Wellness 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 Katie Gill Wellness for Services with full knowledge and acceptance of such risks. 

Client hereby releases Katie Gill Wellness 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.

15. Indemnification. Katie Gill Wellness 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 Katie Gill Wellness or (ii) Katie Gill Wellness breach of any provision of this Agreement (including any representation or warranty). 

Client shall indemnify, defend, and hold Katie Gill Wellness harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Katie Gill Wellness 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 Katie Gill Wellness appearance or association with Client, unless such claim arises from Katie Gill Wellness’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Dietitian hereunder. 

16. Limitation of Liability. IN NO EVENT SHALL KATIE GILL WELLNESS OR ITS AGENTS

BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OR FOR ANY

CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE

DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS

FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF

ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL KATIE GILL WELLNESS’ AGGREGATE LIABILITY ARISING OUT

OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED

TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO KATIE GILL

WELLNESS PURSUANT TO THIS AGREEMENT.

17. No Warranty. All information is provided "as is" with no warranties.
18. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Rhode Island without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America. 
19. 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 Katie Gill Wellness, which may be withheld in Katie Gill Wellness’s sole discretion. 
20. 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 or if client elects not to provide a mailing address.
21. Miscellaneous. 
    • 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. 
    • 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.
    • 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.

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. 

1. 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.  

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first written above.

Katie Gill Wellness

EXHIBIT A 

DESCRIPTION OF SERVICES

Objective:

• To learn proper nutrition to assist in weight loss, decreased cravings, and improved energy levels.

Timeline: 

• 12-week group coaching program with weekly group Zoom calls
• Begins on the start date listed on the checkout page.
• Ends 12 weeks later. 

Location of Services: 

• 100% online, group coaching via Zoom, & Private Slack Group

Compensation: 

• The total cost of the program is $1800. The payment will be due 48 hours after the initial phone call to secure the participant’s spot in the group. This covers the entire cost of the 12-week program.

Communication: Katie Gill Wellness and its agents approves reasonable communications through the following channels: Private Slack Group, response time is within 48 hours business hours.  All communications regarding the Services will be conducted only on these approved channels. Client understands and acknowledges that messages sent in any format, other than the approved channels, without prior approval from Katie Gill Wellness 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:

• Client will receive access to online learning course with weekly course content
• Content is self-paced video’s that client can go back and access as many times as they choose
• In addition to 12 weeks of online course content, client will have 1 group Zoom call per week, for the 12 week duration of the course. Calls are 60 minutes and will be recorded, in case client is unable to attend
• There is also a private Slack group for members to ask questions, share wins and get support from Katie Gill Wellness and other members of the group!