Private Coaching Agreement.
Coach: Johanna Larson , Evergrace Coaching and Consulting, LLC , 1309 Coffeen Avenue STE 20457, Sheridan, Wyoming 82801 johanna@evergraceyou.com, evergraceyou.com, 1-307-414-3462
Client: Anyone enrolling in Private Coaching with Johanna Larson, Evergrace Coaching and Consulting, LLC.
1. Purpose of Agreement
Client engages Coach to provide group and one-on-one coaching services in the field of personal growth and development to support the Client's personal growth, self-awareness, decision-making, and goal achievement through coaching, education, and guided reflection and Coach agrees to provide the services detailed below, according to the terms of this Agreement.
2. Package Details
The total Program Investment for the Private Legacy Mentorship is Nine Thousand Nine Hundred Ninety-Nine Dollars (US $9,999.00) when paid in full.
Client may elect to pay the Program Investment in full or pursuant to one of Coach's approved payment plans, each of which reflects the total investment associated with the selected payment option.
This package includes:
Coach shall provide the following services as part of the Private Legacy Mentorship:
● Access to the complete Modern Matriarch Signature Program, including all curriculum, educational materials, workbooks, live group coaching sessions, embodiment sessions, community access, and other Program benefits made available to participants.
● One (1) private Foundational Vision Session, approximately ninety (90) minutes in duration, to establish Client's goals, priorities, and individualized coaching plan.
● Bi-monthly/Six (6) private coaching sessions, each approximately sixty (60) minutes in duration, scheduled throughout the Program.
● One (1) bonus private Integration Session, approximately ninety (90) minutes in duration, to support implementation and integration of the coaching process.
● Individualized coaching tailored to Client's goals, circumstances, and personal development throughout the Program.
● Voice note and text support between scheduled coaching sessions in accordance with the Between-Session Support provisions of this Agreement.
● Personalized implementation support, accountability, and strategic guidance between scheduled coaching sessions, as reasonably determined by Coach.
● Continued alumni access to Program materials, resources, and future curriculum updates, if and when such updates are made available by Coach.
Between-Session Support
As part of the Private Legacy Mentorship, Coach will provide voice note and text support between scheduled coaching sessions.
Coach provides between-session support Monday through Thursday, excluding weekends, holidays, and periods of scheduled unavailability communicated by Coach.
Client may send messages at any time; however, Coach reviews and responds to messages during Coach's regular business days only.
Coach will use commercially reasonable efforts to respond within two (2) business days. Response times are estimates only and are not guaranteed.
Between-session support is intended for brief coaching questions, accountability, implementation support, and guidance related to the Program. It is not intended to replace scheduled coaching sessions, provide unlimited coaching, or serve as emergency, crisis, therapeutic, psychological, medical, legal, or mental health support.
Client is encouraged to consolidate questions into thoughtful messages whenever reasonably possible rather than sending numerous consecutive messages throughout the day.
Coach reserves the right to establish reasonable boundaries regarding the frequency, length, timing, and scope of between-session communications in order to maintain the quality and sustainability of services provided to all clients.
Coach shall provide coaching services using their best efforts in each session. If additional services and/or hours that are not included in the package described in Section 2, Client will be billed hourly at a rate of $150 per hour or may select another package offered by Coach. If Client chooses to purchase another package, Client and Coach must execute an additional contract, which shall control the terms of that agreement.
Non-Transferability
Enrollment in the Program is personal to Client and is non-transferable. Client may not assign, transfer, sell, gift, share, or otherwise permit any other person to participate in the Program or access any Program materials, live sessions, recordings, online community, or other benefits provided under this Agreement without Coach's prior written consent.
Program enrollment, Program access, and the Program Investment may not be transferred, credited, or applied toward any other program, service, event, coaching package, membership, or offering provided by Coach unless Coach expressly agrees otherwise in writing.
Any unauthorized transfer, sharing, assignment, or attempted transfer shall constitute a material breach of this Agreement and may result in immediate termination of Client's participation without refund.
Program Commencement
For purposes of this Agreement, the "Commencement of the Program" means the date on which Coach first provides any Program services to Client, including, but not limited to, the Foundational Vision Session, access to Program materials or resources, access to the online community, the first scheduled coaching session, or any other Program benefit, whichever occurs first.
3. Terms of Payment
Client may select one of the following payment options for the Private Legacy Mentorship:
Pay in Full — Total Program Investment: Nine Thousand Nine Hundred Ninety-Nine Dollars (US $9,999.00)
● Initial Program Payment of Two Thousand Dollars (US $2,000.00) due upon execution of this Agreement.
● Remaining balance of Seven Thousand Nine Hundred Ninety-Nine Dollars (US $7,999.00) due prior to the commencement of the Program.
Equal Two-Payment Plan — Total Program Investment: Ten Thousand Five Hundred Dollars (US $10,500.00)
● Initial Program Payment of Two Thousand Dollars (US $2,000.00) due upon execution of this Agreement.
● First installment payment of Four Thousand Two Hundred Fifty Dollars (US $4,250.00) due prior to the commencement of the Program.
● Final installment payment of Four Thousand Two Hundred Fifty Dollars (US $4,250.00) due thirty (30) calendar days after the commencement of the Program.
Equal Three-Payment Plan — Total Program Investment: Eleven Thousand One Dollars (US $11,001.00)
● Initial Program Payment of Two Thousand Dollars (US $2,000.00) due upon execution of this Agreement.
● First installment payment of Three Thousand Dollars and Thirty-Three Cents (US $3,000.33) due prior to the commencement of the Program.
● Second installment payment of Three Thousand Dollars and Thirty-Three Cents (US $3,000.33) due thirty (30) calendar days after the commencement of the Program.
● Final installment payment of Three Thousand Dollars and Thirty-Four Cents (US $3,000.34) due sixty (60) calendar days after the commencement of the Program.
Initial Program Payment
Upon execution of this Agreement, Client shall pay an initial, non-refundable, non-transferable Program Payment of Two Thousand Dollars (US $2,000.00). The Initial Program Payment secures Client's place in the Private Legacy Mentorship and shall be applied toward the total Program Investment associated with Client's selected payment option.
Coach shall have no obligation to reserve Client's place in the Program or commence services until the Initial Program Payment has been received.
The Initial Program Payment is earned upon receipt in consideration of Coach reserving a limited mentorship space for Client and is therefore non-refundable and non-transferable, except where otherwise required by applicable law. The Initial Program Payment may not be assigned, transferred, credited, or applied toward any other program, service, event, coaching package, retreat, membership, or offering provided by Coach unless Coach expressly agrees otherwise in writing.
Client's obligation to make installment payments is not contingent upon Client's attendance at coaching sessions, participation in the Program, or utilization of any Program services or benefits.
All invoices are due upon receipt unless otherwise expressly provided in this Agreement.
Payment Methods
Payment shall be made using one of the payment methods made available by Coach at the time of enrollment, which may include credit or debit card, ACH bank transfer, or other electronic payment methods.
Payment Failure
If Client's payment method is declined, returned, or otherwise fails for any reason, Client shall have seven (7) calendar days from notification to submit payment using an alternate payment method. If payment is not received within the seven (7) day cure period, a $50 late fee may be assessed. Failure to timely cure any payment shall be a material breach of this Agreement entitling Coach to retain the any deposit and terminate the Agreement without penalty in addition to other legal and equitable rights available.
Late Payments
Any payment not received within the seven (7) day cure period shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted under applicable law until paid in full. Coach reserves the right to suspend or withhold further services, including access to the Program, until all outstanding amounts are paid in full, or to terminate this Agreement for Client's breach. Termination or suspension shall not relieve the Client of the obligation to pay any outstanding balance owed under this Agreement. Client shall reimburse Coach for any expenses incurred, including interest and reasonable attorney fees, in collecting amounts due Coach hereunder. If payment is late, Coach reserves the right to withhold further services until payment is received and terminate this Agreement for Client’s breach of contract.
Program Access Following Termination
Upon termination of this Agreement for nonpayment, Client's access to all Program content, materials, live sessions, community, services, and any other Program resources shall immediately cease. Alumni access and benefits are available only to Clients who successfully complete the Program and satisfy all payment obligations under this Agreement.
4. Disclaimer
Coach is not a licensed psychologist or health care profession and coach’s advice is not a substitute for medical care and advice or psychological counseling. If client is experiencing health problems, either physical or mental, including any thoughts or feelings of suicide, Client is urged to seek emergency medical attention right away.
Coach holds a Master of Social Work (MSW) degree but is not a licensed clinical social worker, licensed mental health counselor, psychologist, psychiatrist, or other licensed healthcare provider. Coach is providing services solely in the capacity of a coach under this Agreement and not as a licensed mental health professional. No therapist-client, counselor-client, social worker-client, healthcare provider-patient, or other fiduciary relationship is created by this Agreement. Coaching services are educational, informational, and developmental in nature and are not intended to diagnose, assess, treat, prevent, or cure any mental health condition, medical condition, or disease.
Any information or content provided by Coach to Client is solely for educational and informational purposes. Coach is not a medical professional, licensed counselor, accountant, or attorney and does not hold herself out to be.
Client is encouraged to seek professional advice and counsel relating to medical, mental, psychological, legal, business, and financial matters. The information or content provided to Client by Coach is not represented in any way to be a substitute for such professional advice.
Coach does not make any guarantees of Client’s results or likely outcome from Coach’s services. Coach does not guarantee any specific outcome of any kind, whether financial, physical, emotional, psychological, social, spiritual, legal, or otherwise. Client’s outcome may be influenced by numerous variables including but not limited to Client’s cooperation, focus, energy, and dedication, as well as the influence of outside circumstances and variables.
Client’s decision to use information offered by Coach is purely voluntary and Client acknowledges, understands, and agrees that they use such information at their own risk. Client is solely responsible for all decisions, actions, and results arising from Client's participation in the Program and use of any information or materials provided by Coach. Coach is not liable for any harm or damages arising from or related to Client’s use or non-use of information or content provided by Coach under this Agreement or information or content that Coach fails to provide to Client.
If Coach reasonably believes that Client may benefit from evaluation or treatment by a licensed medical or mental health professional, Coach reserves the right to recommend that Client seek such services. Coach further reserves the right to suspend or terminate coaching services if Coach determines, in Coach's sole discretion, that coaching is no longer appropriate for Client's needs or circumstances.
5. Coaching Schedule
Coach shall provide one (1) private Foundational Vision Session, six (6) private coaching sessions, and one (1) private Integration Session, as described in this Agreement. Coaching sessions shall be scheduled by mutual agreement between Coach and Client throughout the Program Term.
Coach reserves the right to reschedule any coaching session as reasonably necessary. Coach shall provide Client with reasonable advance notice of any rescheduling, except in the event of illness, emergency, or circumstances beyond Coach's reasonable control.
6. Effective Date
This Agreement becomes effective upon Client purchase and/or enrollment.
7. Postponement and Cancellation of Coaching Services
One-on-One Sessions
Client may reschedule a private coaching session by providing Coach with at least forty-eight (48) hours' written notice prior to the scheduled session.
If Client provides less than forty-eight (48) hours' notice, or fails to attend a scheduled coaching session without prior notice, the session shall be deemed forfeited and will not be rescheduled or credited toward the Program.
Any rescheduled coaching session must be completed within thirty (30) calendar days of the original scheduled session date, subject to Coach's availability, and in all cases must occur before the expiration of the Program Term unless otherwise agreed to by Coach in writing.
If Client fails to schedule and complete the rescheduled coaching session within the required timeframe, the session shall be deemed forfeited.
Coach reserves the right to reschedule a private coaching session as reasonably necessary by providing Client with reasonable advance notice. In the event Coach must reschedule a session due to illness, emergency, or circumstances beyond Coach's reasonable control, Coach shall make commercially reasonable efforts to reschedule the session at a mutually agreeable time. Such rescheduling shall not constitute a breach of this Agreement and shall not entitle Client to a refund.
Group Coaching and Embodiment Sessions
As part of the Private Legacy Mentorship, Client shall receive access to all live group coaching sessions and embodiment sessions included in the Modern Matriarch Signature Program.
If Client is unable to attend a live group coaching session or embodiment session for any reason, that session is non-refundable, will not be rescheduled, and shall be deemed forfeited. Coach may, in Coach's sole discretion, provide recordings of group coaching sessions when available. Embodiment sessions are not recorded.
Coach reserves the right to reschedule a live group coaching session or embodiment session by providing Client with reasonable advance notice and shall use commercially reasonable efforts to reschedule the session to a time that is reasonably convenient for the majority of participants.
8. Term of Agreement
Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall commence on the Effective Date and shall remain in effect for fourteen (14) weeks (the "Program Term"), after which it shall automatically terminate.
Coach may, in Coach's sole discretion, extend the Program Term in writing if Coach determines that an extension is appropriate due to scheduling conflicts, illness, emergency, or other circumstances. Any such extension shall not create an obligation for Coach to provide additional coaching sessions or services beyond those expressly included in this Agreement unless otherwise agreed to in writing by the Parties.
Survival
Any provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, dispute resolution, and any other provisions necessary to enforce the Parties' rights and obligations, shall survive termination of this Agreement.
9. Cooperation and Client Responsibilities
The Parties agree to communicate and cooperate with each other, as needed to execute the purpose and scope of this Agreement in an amicable manner. Client agrees to make a good effort to implement all guidance, advice, tips, and insights gained from the coaching relationship. Client also agrees to communicate information relevant to Client’s coaching sessions and the purpose of this Agreement openly and honestly with Coach. Client agrees to participate actively in coaching sessions. Client agrees to be on time for all coaching sessions and to make reasonable efforts to complete all assigned tasks and exercises to maximize Client’s results and foster the best possible outcome.
Community Standards
Coach is committed to providing a respectful, supportive, and psychologically safe learning environment for all participants. Client agrees to conduct themselves in a respectful and professional manner throughout the Program.
Client shall not engage in behavior that is abusive, threatening, discriminatory, harassing, defamatory, disruptive, or otherwise interferes with Coach's ability to deliver the Program or with another participant's ability to fully participate.
Client agrees to respect the privacy of other participants and not disclose personal information or discussions shared within the Program without the express permission of the individual who shared such information.
Coach reserves the right, in Coach's reasonable discretion, to remove Client from any live session, online community, or the Program entirely if Client engages in conduct that materially disrupts the Program, violates these Community Standards, or otherwise materially breaches this Agreement. Such removal shall not entitle Client to a refund, and Client shall remain responsible for payment of the full Program Investment, including any remaining installment payments under the selected payment plan.
10. Independent Contractor Status and Relationship of Parties
This Agreement is not an employment agreement. At all times, Coach will act and perform services as an independent contractor. Nothing in this Agreement should be deemed or interpreted to render Coach as an employee, partner, agent, or joint venture of Client.
Coach shall have no authority to enter into any binding agreement on behalf of Client or hold himself/herself out as having the authority to enter into agreements on behalf of Client. As an independent contractor, Coach is not entitled to any employee benefits from Client.
Coach is an independent contractor and is not an employee, agent, partner, joint venture, or legal representative of Client. Nothing in this Agreement is intended to, or shall, operate to create a partnership or joint venture of any kind between Coach and Client, nor authorize either Party to act as agent for the other. Neither Party has the authority to act in the name or on behalf of, or otherwise bind, the other Party in any way.
11. Freedom to Provide Services Elsewhere
This Agreement does not restrict Coach from providing coaching services to other clients.
12. Use of Coach’s own Equipment, Materials, Supplies, and Tools
Coach shall provide all necessary equipment, materials, supplies, and tools to complete the services outlined in this Agreement.
13. Confidentiality and Mutual Non-Disclosure
Coach will not disclose the details of any information communicated to Coach by Client in the scope of the Parties Client-Coach relationship without the express written agreement of Client for purposes of a third-party consult.
Client acknowledges that other participants may share personal experiences, beliefs, emotions, or other sensitive information during live coaching sessions and within the Program community. Client agrees to maintain the confidentiality of such discussions and shall not disclose, reproduce, or share another participant's personal information, stories, or identifying details outside the Program without that participant's express permission.
Client agrees not to disclose any proprietary information, confidential information, or trade secrets relating to Coach’s services including methods and procedures.
However, Client understands, acknowledges, and agrees that the coaching relationship does not form a relationship of special legal or confidential privilege like that of an attorney-client or doctor-patient relationship.
Intellectual Property and Recording Restrictions
All Program content, including but not limited to written materials, workbooks, worksheets, journals, videos, audio recordings, live presentations, curriculum, teaching methods, exercises, graphics, trademarks, logos, downloadable resources, and all other materials provided by Coach (collectively, the "Program Materials") are and shall remain the exclusive intellectual property of Coach and are protected by applicable copyright, trademark, and other intellectual property laws.
Client is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Program Materials solely for Client's personal, non-commercial use.
Client shall not copy, reproduce, distribute, publish, modify, create derivative works from, sell, sublicense, upload, transmit, display, or otherwise exploit any Program Materials without Coach's prior written consent.
Client shall not record, photograph, screen record, livestream, download, or otherwise reproduce any live coaching session, embodiment session, group discussion, or other Program activity without Coach's prior written permission.
Client shall not share login credentials, passwords, links, recordings, worksheets, or other Program Materials with any third party.
Any unauthorized use, distribution, recording, reproduction, or disclosure of the Program Materials shall constitute a material breach of this Agreement and may result in immediate termination of Client's participation without refund, in addition to any other remedies available under applicable law.
14. Taxes and Liabilities
Client and Coach agree that, as an independent contractor, Coach is responsible for paying any and all withholding and other taxes imposed by law. No income taxes or payroll taxes of any kind will be paid or withheld by Client. Coach agrees to indemnify Client for any tax liability imposed on Client due to Coach’s failure to pay any such required taxes.
15. Termination of Agreement
If Coach is unable to fulfill Coach's obligations under this Agreement for any reason other than Client's material breach of this Agreement or circumstances beyond Coach's reasonable control, Client shall be entitled to a refund for the unused portion of the Program.
Client may discontinue participation in the Program at any time by providing written notice to Coach. However, the Program Investment is non-refundable, and Client remains responsible for payment of the full Program Investment, including any remaining installment payments under the selected payment plan.
Either Party may terminate this Agreement immediately in the event of a material breach of this Agreement by the other Party. If Client materially breaches this Agreement, Coach may terminate this Agreement immediately. In such event, Client shall not be entitled to any refund and shall remain responsible for payment of the full Program Investment, including any remaining installment payments under the selected payment plan.
If Coach materially breaches this Agreement, Client may terminate this Agreement immediately and shall be entitled to a refund for the unused portion of the Program.
16. Declaration by Coach
Coach declares that Coach has complied with all Federal, State and local laws regarding any required business licenses, permits, or insurance to perform the services outlined under this Agreement.
17. Security
While Coach shall take all reasonable precautions to protect the security of the information Client provides to Coach, Client acknowledges the risk of transmitting data electronically and Client transmits such data at Client’s own risk.
18. Force Majeure
In no event shall Coach, its directors, officers, employees, agents, or affiliates be liable for any delay or failure to fulfill its obligations to Client under this Agreement if the delay or failure is caused by forces beyond its reasonable control, including without limitation natural and nuclear disasters, fire, flood, riot, war (declared and undeclared), acts of terrorism, revolution, embargoes, strikes, work stoppages, civil or military disturbances, loss of communication or computer services, or acts of God. In any such event, Coach shall be relieved of any and all obligations under this Agreement during the applicable Force Majeure and resume performance of its obligations under this Agreement as soon as reasonably practicable.
19. Warranties
Client represents, warrants, and covenants to Coach that Client shall comply with Client’s responsibilities and the terms of this Agreement.
Coach represents to Client that Coach will provide the services outlined in this Agreement in accordance with reasonable professional standards. Except for the express warranties and representations stated in this Agreement, Coach makes no further warranties, representations, or guarantees (express, implied, statutory, or otherwise) including, but not limited to, Client’s results or outcome.
20. Limitation of Liability
Coach’s services and work product are sold “as is.” In no event shall Coach, its directors, officers, employees, agents, or affiliates be liable to Client for direct, indirect, special, incidental, punitive or consequential damages, losses or expenses, including loss of profits, loss of goodwill, loss of data, or business disruption, for any and all causes of action, whether in contract, tort (including negligence), or otherwise, relating to Client’s outcome in regard to Coach’s services under this Agreement, even if Coach, its directors, officers, employees, agents, or affiliates have been advised of the possibility of such damages. In any and all circumstances, Client’s maximum remedy and the maximum liability of Coach, its directors, officers, employees, agents, or affiliates to Client for any and all cause of action, whether in contract, tort (including negligence), or otherwise, shall be limited to the greater of the fees paid by Client to Coach under this Agreement during the three (3) month period immediately preceding the events giving rise to the claim or the total price of the package selected by Client under this Agreement.
21. Indemnification
Client agrees to indemnify and hold harmless Coach from and against any and all third party losses, damages, expenses, liabilities, causes of action, and/or claims arising out of or related to Client’s performance or non-performance of its obligations under this Agreement, or Client’s violation or failure to abide by any laws relating to the terms of this Agreement.
22. Governing Law
This Agreement is governed by the laws of Wyoming as if it was executed and wholly performed there. The state and federal courts located in Wyoming will have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement. Client hereby unconditionally and irrevocably consents to the personal and subject matter jurisdiction of the federal and state courts of the State of Wyoming for purposes of any claim or action arising out of or relating to this Agreement.
23. Entire Agreement/Severability
Client and Coach agree that this Agreement represents the entire agreement between Client and Coach, besides additional specific project details expressly and mutually agreed upon by the Parties in writing. No other agreement, promise, or statement made on or before the Effective Date of this Agreement shall be binding on the Parties. This Agreement may be modified only in writing that is signed by both Parties.
The Parties also agree that if a court determines a provision of this Agreement is unenforceable, the remainder of that provision and the rest of the Agreement shall be severable and will remain in effect.
24. Acknowledgement
By completing purchase and/or enrollment, Client acknowledges that they have read this entire Agreement prior to entering into this Agreement. Client has the right to have this Agreement reviewed by an attorney.