Personal Training Contract Template

Independent Contractor Status. Consultant / Provider Name is an independent contractor and not an employee, agent, partner, joint venturer, or representative of Client Name for any purpose. Nothing in this Agreement creates an employment relationship, and neither party has authority to bind the other to any obligation. Consultant / Provider Name is not entitled to, and hereby waives any claim to, employee benefits, workers' compensation, unemployment insurance, paid leave, or any other benefit or protection available to Client Name's employees. Consultant / Provider Name retains sole responsibility for all federal, state, and local taxes, including self-employment tax, arising from compensation received under this Agreement, and shall indemnify and hold Client Name harmless from any claim, assessment, or liability arising from Consultant / Provider Name's failure to pay such taxes.

Scope of Services. Consultant / Provider Name shall perform the services described in the Statement of Work attached hereto as Exhibit A ("SOW"), which is incorporated by reference into this Agreement. Each SOW must be signed by both parties and shall set forth at minimum: (a) a description of the services to be performed; (b) the deliverables and any applicable milestones; (c) objective acceptance criteria for each deliverable; (d) the project timeline or performance period; and (e) the fees and payment schedule applicable to that SOW. In the event of a conflict between a SOW and the body of this Agreement, the terms of this Agreement shall control unless the SOW expressly states that it supersedes a specific provision. Out-of-Scope Work. Any work, deliverable, task, or service not expressly described in the applicable SOW is out of scope. Requests for out-of-scope work shall be addressed exclusively through the Change Order procedure set forth in Section [Change Order Clause Number]. Consultant / Provider Name has no obligation to perform out-of-scope work, and continued performance of any task not in the SOW does not modify the SOW or this Agreement without a signed Change Order. No Guarantee of Outcome. The Services are advisory and facilitative in nature. Consultant / Provider Name does not guarantee any specific business, financial, professional, or personal outcome as a result of the Services. Client's results depend on Client's own decisions, effort, and circumstances.

SECTION __. PROFESSIONAL SCOPE — NATURE OF COACHING SERVICES. Your name / business name ("Coach") provides coaching services only. Coaching is a distinct professional service that is separate from, and does not constitute, psychotherapy, counseling, psychology, psychiatry, social work, marriage and family therapy, or any other mental health service regulated under state or federal law. Coaching is also distinct from and does not constitute the practice of medicine, nursing, or any other licensed healthcare profession; the practice of law or the provision of legal advice; or the provision of financial, investment, tax, accounting, or securities advice. (a) Mental Health. Coach is not a licensed mental health professional. Sessions will not address, diagnose, treat, or attempt to treat any mental health condition, trauma, or emotional disorder. If Client is currently receiving mental health treatment, Client should consult with their treating provider before beginning coaching. Nothing in this Agreement creates a therapist-client, counselor-client, or psychologist-client relationship. (b) Medical and Health Matters. Coach is not a licensed physician, nurse, pharmacist, or other healthcare provider. Nothing communicated by Coach constitutes a diagnosis, prognosis, or medical recommendation. Client should consult a licensed healthcare provider before making any health-related decisions, changing medications, or undertaking any new physical regimen. (c) Nutrition. To the extent any session touches on general wellness, lifestyle, or nutrition topics, any information provided by Coach is general educational information only and does not constitute medical nutrition therapy, individualized meal planning, clinical dietary assessment, or any other service reserved by law to licensed dietitians, registered dietitian nutritionists, or other credentialed nutrition professionals. In the forty-eight (48) states that regulate nutrition practice, individualized nutrition advice by uncredentialed practitioners may be unlawful; nothing in this Agreement authorizes Coach to provide such services, and Client should consult a licensed dietitian or nutritionist for individualized nutrition guidance. (d) Legal Matters. Coach is not an attorney licensed to practice law. Nothing communicated in sessions constitutes legal advice, and no attorney-client relationship is created. Client should retain licensed legal counsel for any legal matter. (e) Financial and Investment Matters. Coach is not a registered investment adviser, broker-dealer, financial planner, accountant, or tax professional. Nothing communicated in sessions constitutes investment advice, a securities recommendation, a tax opinion, or financial planning services regulated under federal or state law, including without limitation the Investment Advisers Act of 1940. Client should consult a licensed financial or investment professional for such matters. (f) Effect. This clause does not limit Coach's liability for gross negligence or intentional misconduct, but establishes the contractual scope of the service relationship and constitutes evidence of Client's informed understanding of the nature of coaching.

SECTION __. NO GUARANTEE OF RESULTS; EARNINGS DISCLAIMER. (a) No Guarantee of Outcomes. Coaching is a collaborative, forward-looking process. Coach does not guarantee, warrant, or represent that Client will achieve any particular outcome, result, or level of performance as a result of coaching. Client's results, if any, will depend on numerous factors outside Coach's control, including but not limited to Client's effort, engagement, implementation, skills, knowledge, existing resources, market conditions, competitive environment, personal circumstances, and economic conditions. (b) Earnings and Income Disclaimer. If Client is enrolling in a coaching program related to business, career, income, entrepreneurship, or any form of financial performance: (i) Coach makes no representation that Client will earn any particular amount of money or achieve any particular financial result; (ii) any income or financial figures discussed in Coach's marketing materials, sales conversations, testimonials, or sessions represent specific individual results achieved by specific individuals under their particular circumstances and are not typical; (iii) Client acknowledges that there is no such thing as a guaranteed income or guaranteed outcome from coaching, and that individual results vary significantly; and (iv) Client acknowledges having read this disclaimer before entering into this Agreement. (c) Marketing Materials. To the extent Coach's marketing materials, website, social media, or promotional content contain statements about income, revenue, business growth, weight loss, or other measurable outcomes — whether attributed to Coach personally or to prior clients — those statements reflect individual experiences achieved under particular circumstances that may not apply to Client. Such statements do not constitute a promise, warranty, or guarantee of any kind. (d) FTC Compliance Notice. Testimonials and endorsements appearing in Coach's marketing materials are subject to the FTC's Guides Concerning Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255. Where results are described, those results are not typical unless explicitly stated to be so, and typical results data is available upon request to the extent maintained by Coach. (e) Client Responsibility. Client is solely responsible for evaluating whether coaching is appropriate for Client's circumstances, making all decisions regarding Client's business, career, or personal life, and implementing or declining to implement anything arising from coaching sessions. No statement by Coach during sessions constitutes a direction, instruction, or advice on which Client is entitled to rely as a guarantee of any outcome.

1. Payment Schedule. Unless otherwise specified in the applicable Statement of Work or Project Order, invoices will be issued on a monthly basis. Each invoice is due within 30 days of the invoice date ("Due Date"). 2. Invoicing and Payment Methods. Provider will deliver invoices to Client name / business name via email at Client Billing Email. Payment may be made by ACH transfer, wire transfer, business check, or credit card to the account or address specified on the invoice. Client name / business name is responsible for all bank fees, wire fees, and credit card processing fees in excess of 2%. 3. Late Payment. If any invoice remains unpaid after the Due Date, the unpaid balance will accrue interest at the rate of 1.5% per month (1.5% annually) or the maximum rate permitted by applicable law, whichever is less, calculated from the Due Date until the date payment is received in full. 4. Suspension of Services for Non-Payment. If any invoice remains unpaid for more than 15 days past the Due Date, Provider may, upon 5 days' written notice to Client name / business name, suspend performance of all Services under this Agreement until all past-due amounts, including accrued interest, are paid in full. Suspension under this Section does not relieve Client name / business name of its payment obligations, does not constitute a waiver of Provider's right to terminate for material breach, and does not extend any project deadlines unless the parties agree otherwise in writing. 5. Disputed Invoices. If Client name / business name disputes any invoice in good faith, Client name / business name must notify Provider in writing within 10 days of the invoice date, specifying the disputed amount and the basis for the dispute. Client name / business name will pay the undisputed portion of the invoice by the Due Date. The parties will work in good faith to resolve the dispute within 10 days. Late fees do not accrue on amounts genuinely disputed in good faith during the dispute resolution period. 6. Advance Payment. If the parties agree to an advance payment structure in a Statement of Work, advance payments are non-refundable except as expressly provided in the applicable refund or termination clause.

SECTION __. SESSION AND PACKAGE EXPIRY. (a) Expiry Date. All coaching sessions purchased under this Agreement must be scheduled and completed on or before the Expiry Date applicable to the package type, as follows: (i) Single Sessions: expire 30 days from the date of purchase. (ii) Session Packs (10 sessions): expire 6 months from the date of purchase. (iii) Coaching Programs (defined-term engagements): expire on the last day of the defined program term, which begins on the date of the first scheduled session or 0 days after the date of purchase, whichever is earlier. (iv) Subscription Plans: each period's sessions expire at the end of the billing period in which they are allocated and do not roll over to a subsequent period. (b) No Rollover. Sessions that are not scheduled and completed on or before the applicable Expiry Date are forfeited without credit, rollover, or refund. Client's failure to schedule, attend, or use sessions before the Expiry Date does not extend the Expiry Date and does not entitle Client to a refund of the purchase price for unused sessions. (c) Expiry Not Tolled. The Expiry Date is not extended or tolled by: (i) Client's failure to communicate with Coach; (ii) Client's absence, inactivity, or unavailability; (iii) non-payment or payment disputes; (iv) Client's decision to pause the engagement; (v) Client's dissatisfaction with sessions; or (vi) any other cause within Client's control, except as expressly agreed in writing by Coach. (d) Coach-Initiated Suspension. If Coach cancels a scheduled session, Coach will offer Client a replacement session at no additional charge. Coach-initiated cancellations do not otherwise extend the Expiry Date; however, if Coach cancels 3 or more consecutive sessions, the Expiry Date shall be extended by a number of days equal to the period of Coach-caused unavailability. (e) Expiry Notice. Coach will make reasonable efforts to notify Client when 7 days remain before the Expiry Date; however, Coach's failure to provide such notice does not extend the Expiry Date or create any obligation to provide a refund. (f) Consistency with Refund Policy. Forfeiture of expired sessions is not a refund trigger. The treatment of expired sessions is governed by this Section and is consistent with the refund policy in Section __ [cross-reference].

SECTION __. CANCELLATION, RESCHEDULING, AND NO-SHOW POLICY. (a) Advance Notice Required. Client must provide at least 24 hours' advance notice to cancel or reschedule any scheduled coaching session. Notice must be provided by How client must give notice (e.g., email, platform message) (e.g., email to Coach contact email for cancellation notices, platform message, scheduling system cancellation). (b) Late Cancellation. If Client cancels or requests to reschedule a session with less than 24 hours' notice before the scheduled start time, that session will be treated as a late cancellation. A late-cancelled session Consequence of late cancellation (describe or select variant) [see Variants for alternatives: forfeit / reduced credit / once-reschedule]. (c) No-Show. If Client fails to appear for a scheduled session and does not provide any prior notice, the session is a no-show. A no-show session is forfeited in full and may not be rescheduled or credited. The no-show session counts as a used session for purposes of package expiry. (d) Repeated Late Cancellations. If Client late-cancels 2 or more sessions within any rolling 30-day period, each subsequent late cancellation during that period results in full forfeiture of that session, regardless of whether an initial single reschedule opportunity was previously granted. (e) Coach Cancellation. If Coach cancels a scheduled session, Coach will offer Client an equivalent replacement session at no additional charge, to be scheduled within 5 days of the cancelled session. If Coach cancels with less than 24 hours' notice, Coach will additionally credit Client with Credit given to client when coach cancels late (e.g., '1 bonus session' or '$50 credit') [e.g., one additional session or a specified dollar credit]. Coach's cancellation does not trigger a refund of the program fee except as provided in Section __ [termination/refund cross-reference]. (f) Emergency Exception. Client may invoke an emergency exception to cancel a session without late-cancellation consequences up to 2 time(s) per program term, provided that: (i) Client notifies Coach before the session is scheduled to begin; and (ii) the exception is not invoked for a session that has already been rescheduled once under this Section. The emergency exception does not apply to no-shows. (g) Consistency with Expiry and Refund Policies. Sessions forfeited under this Section — whether for no-show or late cancellation — count as completed sessions for the purpose of package expiry under Section __ and are non-refundable per Section __ [refund policy cross-reference]. Forfeiture under this Section is not a ground for extending any package expiry date.

REFUND POLICY Coach or entity name ("Coach") reserves time exclusively for each client, and session slots cannot be resold once held. The following refund terms govern all fees paid under this Agreement. (a) Pre-Commencement Cancellation. If Client cancels this Agreement in writing before Client has attended any session or accessed any digital materials, Client is entitled to a refund of all fees paid, less a non-refundable administrative fee of Non-refundable administrative fee (dollar amount) (or 5% of total fees paid, whichever is less). (b) Post-Commencement — No Refund for Services Rendered. Once Client has attended one or more sessions or has accessed any course materials, digital content, or member-only resources, all fees paid are non-refundable. Coach has allocated time and resources exclusively for Client and cannot resell or reallocate sessions or content access after Client has begun the program. No refund will be provided for unused sessions, even if Client elects not to attend or complete the program. (c) Exception: Services Not Delivered Due to Coach Breach. If Coach fails to deliver scheduled sessions or provide access to materials as described in this Agreement due to Coach's breach or failure to perform (and not due to Client's cancellation, no-show, or request to postpone), Client is entitled to a pro-rata refund for the sessions or materials not delivered, calculated based on the per-session value (total fees divided by number of scheduled sessions). (d) Chargebacks Distinguished. This Refund Policy governs voluntary refunds provided by Coach. Chargebacks (credit card disputes initiated through Client's card issuer) are governed by the card network's rules, not this Agreement. Client acknowledges that: (i) A "no refund" policy does not prevent Client from disputing charges with their card issuer; (ii) Card networks (Visa, Mastercard, American Express) may override contract terms and issue chargebacks if the card network determines that services were not delivered as described, regardless of this Refund Policy; (iii) To dispute a charge, Client must contact their card issuer and initiate a chargeback investigation; Coach will respond to chargeback disputes by providing evidence of service delivery (e.g., session attendance records, email confirmations, access logs for digital materials); (iv) If Client initiates a chargeback, Coach may terminate this Agreement immediately and revoke access to any remaining sessions or materials; and (v) If Client's chargeback is denied by the card network and the charge is upheld, Client remains obligated to pay any outstanding fees under this Agreement. (e) Refund Processing. Approved refunds will be processed within thirty (30) business days of the refund determination and will be issued to the original payment method.

1. Initial Term. This Agreement commences on Effective Date ("Effective Date") and continues for an initial period of Initial Term Duration (e.g., one (1) year, six (6) months) ("Initial Term"), unless earlier terminated in accordance with the termination provisions of this Agreement. 2. Renewal. Upon expiration of the Initial Term, this Agreement will automatically renew for successive Renewal Period Duration (e.g., one-year, month) periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term. 3. Notice of Non-Renewal. Either Party may elect not to renew this Agreement for an additional Renewal Term by delivering written notice of non-renewal to the other Party in accordance with the Notices clause at least 30 days before expiration of the then-current term. Non-renewal is not a termination for cause and does not trigger any early termination fee or penalty. 4. Survival of Work-in-Progress. If this Agreement expires (by non-renewal or completion of a fixed term) while a Statement of Work or project is in progress, the parties will continue to perform their obligations under that Statement of Work in accordance with its terms until the project is completed or the SOW is terminated, whichever occurs first, unless the parties agree otherwise in writing. 5. Effect of Expiration. Upon expiration of this Agreement: (a) Provider will cease performing Services; (b) Client name / business name will pay all undisputed amounts due for Services performed through the expiration date; (c) clauses that by their nature are intended to survive expiration (including Confidentiality, Intellectual Property Ownership, Limitation of Liability, Indemnification, and Governing Law) will remain in effect.

1. Timely Information and Materials. Client name / business name will provide Provider with timely access to all information, documents, data, systems, personnel, and materials reasonably necessary for Provider to perform the Services, including: (a) background materials, strategic plans, and historical data identified in the applicable Statement of Work; (b) access to Client name / business name's personnel, systems, facilities, and third-party vendors as reasonably required; and (c) timely responses to Provider's requests for information and decisions. 2. Designated Contact and Decision Authority. Client name / business name will designate a primary contact ("Client Contact") who has authority to: (a) provide information and approvals on Client name / business name's behalf; (b) make decisions within agreed-upon timelines; and (c) coordinate access to other Client name / business name personnel and resources. The Client Contact as of the Effective Date is Client Primary Contact Name, Client Primary Contact Title, reachable at Client Primary Contact Email. 3. Decision Timelines. Client name / business name will respond to Provider's requests for decisions, approvals, and feedback within 5 business days, or within the timeline specified in the applicable Statement of Work. If Client name / business name does not respond within the required timeline, Provider may proceed based on Provider's reasonable professional judgment, and Client name / business name waives any claim that Provider should have awaited further instruction. 4. Accuracy of Client-Provided Information. Client name / business name represents that all information, data, and materials provided to Provider are, to Client name / business name's knowledge, accurate, complete, and not misleading. Provider is entitled to rely on Client-provided information without independent verification. Provider is not responsible for errors, delays, or deficiencies in the Services that result from inaccurate, incomplete, or untimely information provided by Client name / business name. 5. Cooperation in Good Faith. Client name / business name will cooperate with Provider in good faith and will not unreasonably withhold or delay decisions, approvals, or access to information or personnel. 6. Consequences of Non-Cooperation. If Client name / business name's failure to fulfill its obligations under this clause causes delay, additional work, or prevents Provider from performing the Services: (a) Provider will notify Client name / business name in writing of the delay or impediment and the required cooperation. (b) Any project timeline or deadline affected by the delay will be extended by a period equal to the delay, unless the parties agree otherwise in writing. (c) If the delay requires Provider to perform additional work or incur additional costs (e.g., re-planning, rework, extended project duration), Client name / business name will compensate Provider for the additional work at Provider's standard rates, documented in a Change Order. (d) If the delay persists for more than 10 days and materially impedes Provider's ability to perform, Provider may treat the delay as a material breach and terminate the affected Statement of Work or this Agreement in accordance with the Termination for Cause clause.

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

17.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 17.2 M&A Exception. Notwithstanding Section 17.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 17.3 Void Assignment. Any purported assignment in violation of this Section is void. 17.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

18.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 18.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 18.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 18.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

20.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 20.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 20.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 20.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

21.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 21.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 21.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

22.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 22.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

ASSUMPTION OF RISK — FITNESS AND PHYSICAL TRAINING 1. Acknowledgment of Inherent Risks. Client name / business name ("Client") acknowledges and understands that participation in physical exercise, fitness training, and athletic conditioning activities ("Training Activities") carries inherent risks of bodily injury, illness, and — in rare cases — death. These risks exist regardless of the care, skill, or competence of Your name / business name ("Trainer") and include, without limitation: (a) Musculoskeletal injuries including muscle strains, ligament sprains, tendon tears, stress fractures, and joint dislocations; (b) Cardiovascular events including elevated heart rate, elevated blood pressure, arrhythmia, heart attack, stroke, and sudden cardiac arrest; (c) Metabolic conditions including dehydration, heat exhaustion, heat stroke, hyponatremia, and exertional rhabdomyolysis; (d) Injuries from exercise equipment, free weights, resistance bands, cardiovascular machines, plyometric apparatus, or outdoor training terrain; (e) Slips, trips, falls, and impact injuries occurring during Training Activities; and (f) Aggravation or exacerbation of pre-existing medical conditions, whether known or unknown to Client or Trainer. 2. Voluntary Participation. Client freely and voluntarily elects to participate in Training Activities knowing these risks. Client acknowledges that alternative lower-risk activities exist and that Client has chosen to engage in Training Activities notwithstanding the risks described above. 3. Personal Responsibility. Client assumes full responsibility for any and all injuries, illnesses, damages, or losses that may result from participation in Training Activities, whether caused by the inherent risks described above or by any other cause. 4. Separate from Release. This Assumption of Risk acknowledgment is legally distinct from and independent of any Release of Liability or waiver clause executed by Client. This acknowledgment remains enforceable even if a court determines that such a release or waiver is void or unenforceable under applicable law.

RELEASE OF LIABILITY AND WAIVER OF CLAIMS 1. Release. In consideration for being permitted to participate in Training Activities, Client name / business name ("Client"), on behalf of Client and Client's heirs, executors, administrators, successors, and assigns, hereby RELEASES, WAIVES, DISCHARGES, and COVENANTS NOT TO SUE Your name / business name ("Trainer"), Trainer's business entity, employees, independent contractors, agents, representatives, and assigns (collectively, "Released Parties") from any and all claims, demands, losses, liabilities, damages, costs, expenses, causes of action, and lawsuits of any kind or nature whatsoever, whether known or unknown, arising out of or in any way connected with Client's participation in Training Activities, including claims based on the NEGLIGENCE of any Released Party. 2. Scope of Release. This Release applies to claims for personal injury, bodily injury, illness, death, emotional distress, and property damage arising from Client's participation in Training Activities, including claims arising from: (a) Any negligent act or omission by Trainer in designing, supervising, instructing, or demonstrating Training Activities; (b) Negligent maintenance, inspection, or supervision of training equipment or facilities; (c) Negligent failure to warn of dangerous conditions or inherent risks; and (d) Any other ordinary negligence by any Released Party. 3. Exclusions — Not Released. This Release does NOT apply to, and Client does NOT release claims arising from: (a) Gross negligence, recklessness, willful misconduct, or intentional acts by any Released Party; (b) Violation of any statute, regulation, or mandatory legal duty; or (c) Any claim that cannot lawfully be waived under applicable state or federal law. 4. Acknowledgment of Understanding. Client acknowledges that: (a) BY SIGNING THIS RELEASE, CLIENT IS GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO BRING A COURT ACTION TO RECOVER DAMAGES FOR INJURIES RESULTING FROM THE ORDINARY NEGLIGENCE OF TRAINER; (b) Client has read this Release in its entirety, understands its terms, and signs it freely and voluntarily without any inducement, assurance, or guarantee; (c) Client has been advised to consult with legal counsel before signing this Release and has had adequate opportunity to do so; and (d) This Release will be binding upon Client's heirs, executors, administrators, successors, and assigns. 5. Severability. If any provision of this Release is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions — including the Assumption of Risk acknowledgment executed separately by Client — will remain in full force and effect to the maximum extent permitted by law.

PRE-PARTICIPATION HEALTH SCREENING AND MEDICAL CLEARANCE 1. PAR-Q+ Requirement. Prior to commencing Training Activities, Client name / business name ("Client") must complete the Physical Activity Readiness Questionnaire for Everyone (PAR-Q+), then-current version as published by the PAR-Q+ Collaboration, available at www.eparmedx.com ("PAR-Q+ Form"). The PAR-Q+ Form is a copyrighted instrument developed by the PAR-Q+ Collaboration and the Canadian Society for Exercise Physiology (CSEP), and may not be modified. Client must use the official PAR-Q+ Form provided by Your name / business name ("Trainer") or downloaded directly from www.eparmedx.com. As of the Effective Date, the current version is the 2024 PAR-Q+ revision; if a newer version is published during the term of this Agreement, Client shall complete the updated version. 2. Completion and Review. Client must: (a) Answer each question on the PAR-Q+ Form truthfully and completely; (b) Submit the completed PAR-Q+ Form to Trainer at least forty-eight (48) hours before the first training session; and (c) Immediately disclose to Trainer any change in health status, injury, or medical condition that occurs after submitting the PAR-Q+ Form. 3. Medical Clearance Requirement. If the PAR-Q+ Form indicates that Client should consult a qualified exercise professional or healthcare provider before beginning physical activity (as determined by the PAR-Q+ scoring algorithm), Client must obtain written medical clearance from a physician, nurse practitioner, or other qualified healthcare provider before participating in Training Activities. The medical clearance must be dated within sixty (60) days of the first training session and must specifically state that Client is cleared for the type and intensity of training described in this Agreement. 4. Annual Re-Screening. For ongoing training relationships lasting more than twelve (12) months, Client shall complete a new PAR-Q+ Form (using the then-current version) annually on or before each anniversary of the Effective Date. Trainer may also require Client to complete an updated PAR-Q+ Form at any time if Trainer has reasonable concern that Client's health status has changed. 5. Refusal to Train. Trainer reserves the right to refuse to provide Training Activities, or to modify the intensity or nature of Training Activities, if: (a) Client fails to complete the PAR-Q+ Form; (b) the PAR-Q+ Form indicates medical clearance is required and Client has not provided it; (c) Client's health status changes in a manner that makes training unsafe in Trainer's professional judgment; or (d) Client exhibits signs or symptoms during training that suggest medical evaluation is needed (e.g., chest pain, severe shortness of breath, dizziness, or unusual fatigue).

INFORMED CONSENT FOR EXERCISE PARTICIPATION Client name / business name ("Client") acknowledges that Your name / business name ("Trainer") has explained the nature of the fitness training program, the potential benefits and risks of participation, and Client's rights and responsibilities. Client provides informed consent to participate in Training Activities as described below. 1. Program Description. Trainer has explained that the Training Activities will include: Training Program Description Client understands that the specific exercises, intensity, volume, and progression will be determined by Trainer based on Client's current fitness level, health status, goals, and progress. 2. Potential Benefits. Trainer has explained that regular participation in Training Activities may result in: (a) Improved cardiovascular fitness and endurance; (b) Increased muscular strength, power, and endurance; (c) Enhanced flexibility, balance, and coordination; (d) Favorable changes in body composition (increased lean mass, decreased fat mass); (e) Improved metabolic health markers (blood glucose regulation, lipid profile, blood pressure); (f) Enhanced mood, energy, and overall sense of well-being; and (g) Reduced risk of chronic diseases including cardiovascular disease, type 2 diabetes, and osteoporosis. Client understands that individual results vary and that the benefits listed above are possible but not guaranteed outcomes. 3. Potential Risks. Trainer has explained that participation in Training Activities carries risks including: (a) Acute musculoskeletal injuries: muscle strains, ligament sprains, tendon tears, stress fractures, joint dislocations, and contusions; (b) Overuse injuries: tendinitis, bursitis, stress fractures, and chronic joint pain; (c) Cardiovascular events: elevated heart rate and blood pressure during exercise, arrhythmia, heart attack, stroke, and sudden cardiac arrest (rare but potentially fatal); (d) Metabolic emergencies: dehydration, electrolyte imbalance, heat exhaustion, heat stroke, hyponatremia, and exertional rhabdomyolysis (a serious condition involving rapid muscle breakdown that can cause kidney failure); (e) Exercise-induced asthma or bronchospasm; (f) Delayed-onset muscle soreness (DOMS), fatigue, and temporary impairment of physical function; (g) Falls, impacts, and equipment-related injuries; and (h) Aggravation or exacerbation of pre-existing medical conditions, whether known or unknown. In rare cases, the risks described above may result in permanent disability or death. 4. Right to Ask Questions. Client has had the opportunity to ask Trainer questions about the Training Activities, the potential benefits and risks, and any aspect of this Informed Consent document. Trainer has answered all of Client's questions to Client's satisfaction. Client understands that Client may ask additional questions at any time. 5. Right to Refuse or Withdraw. Client understands that: (a) Participation in Training Activities is entirely voluntary; (b) Client has the right to refuse to perform any exercise or activity at any time, for any reason, without penalty; (c) Client has the right to withdraw from the training program at any time, subject to the termination and refund provisions of the Agreement; and (d) Trainer may, in Trainer's professional judgment, modify, pause, or discontinue Training Activities if Trainer observes signs of distress, fatigue, improper form, or any condition that Trainer believes poses an increased risk to Client. 6. Duty to Communicate. Client agrees to: (a) Immediately inform Trainer if Client experiences chest pain, dizziness, shortness of breath, nausea, unusual fatigue, joint pain, or any other unusual or concerning symptom during Training Activities; (b) Inform Trainer if Client does not understand an exercise instruction or demonstration; (c) Inform Trainer if any exercise causes pain, discomfort, or a sensation that does not feel right; and (d) Inform Trainer of any change in Client's health status, medications, or medical advice received from a healthcare provider. 7. Acknowledgment. By signing below, Client acknowledges that: (a) Client has read this Informed Consent document (or it has been read to Client); (b) Client understands the nature of the Training Activities, the potential benefits, and the potential risks; (c) Client has had the opportunity to ask questions and all questions have been answered; (d) Client voluntarily consents to participate in Training Activities; and (e) Client understands that this Informed Consent document is separate from and in addition to any Assumption of Risk acknowledgment or Release of Liability executed by Client. _________________________________ ___________ Client Signature Date _________________________________ ___________ Trainer Signature (Witness) Date

EMERGENCY PROCEDURES, EMERGENCY CONTACT & MEDICAL AUTHORIZATION 1. Emergency Contact Information. Client name / business name ("Client") provides the following emergency contact information: Primary Emergency Contact: Name: Primary Emergency Contact Name Relationship: Relationship to Client Phone: Primary Emergency Contact Phone Secondary Emergency Contact: Name: Secondary Emergency Contact Name Phone: Secondary Emergency Contact Phone Health Insurance Carrier: Health Insurance Carrier 2. Authorization to Seek Emergency Care. Client authorizes Your name / business name ("Trainer") to: (a) Call 911 or other emergency medical services immediately if Trainer observes any condition that Trainer, in Trainer's sole judgment, believes constitutes a medical emergency, including but not limited to: loss of consciousness, chest pain, difficulty breathing, severe dizziness, seizure, suspected fracture or dislocation, severe bleeding, suspected heat stroke, or any other life-threatening or serious condition; (b) Seek emergency medical treatment for Client, including transport to a hospital emergency department by ambulance, if Trainer believes such treatment is necessary; (c) Contact Client's emergency contacts to inform them of the emergency and Client's location; and (d) Provide Client's health history, including information from the PAR-Q+ Form, Supplemental Health Questionnaire, and any Medical Clearance on file, to emergency medical responders, paramedics, emergency physicians, and hospital staff as necessary to facilitate appropriate emergency care. 3. Financial Responsibility. Client acknowledges that: (a) Client is solely responsible for all costs associated with emergency medical care, ambulance transport, hospital treatment, and follow-up care; (b) Trainer is not responsible for any costs associated with emergency medical care; and (c) Client's authorization for Trainer to seek emergency medical care does not make Trainer financially responsible for such care. 4. Trainer's Emergency Response Protocol. In the event of a medical emergency during Training Activities, Trainer will follow this protocol: (a) STOP all Training Activities immediately; (b) ASSESS the nature and severity of the emergency; (c) CALL 911 if the emergency is life-threatening or serious (chest pain, difficulty breathing, loss of consciousness, severe bleeding, suspected stroke, suspected heat stroke, suspected spinal injury, or suspected serious fracture); (d) ADMINISTER first aid and emergency care within the scope of Trainer's training and certification, which may include CPR, AED use, hemorrhage control, and stabilization, but does NOT include diagnosis of medical conditions or administration of medications (except as permitted by Good Samaritan laws); (e) CONTACT Client's emergency contacts as soon as practicable; (f) REMAIN with Client until emergency medical responders arrive and assume care, or until Client is stable and has arranged for safe transport home; and (g) DOCUMENT the emergency, including date, time, symptoms observed, actions taken, and outcome. 5. Training Location and Emergency Equipment. The primary training location is: Primary Training Location Address AED Available: AED Available at Training Location? (Yes/No) AED Location: AED Location Description (if applicable) Trainer CPR/AED Certification: Trainer CPR/AED Certification Status Certification Expiration: Trainer CPR/AED Certification Expiration Date Client acknowledges that Trainer has disclosed whether Trainer is currently certified in CPR and AED use, and whether an AED is available at the training location. 6. Scope of Trainer's Duty. Client acknowledges that: (a) Trainer is not a licensed medical provider and is not qualified to diagnose medical conditions, prescribe treatment, or provide medical advice; (b) Trainer's emergency response actions are limited to first aid and emergency care within the scope of Trainer's CPR/AED certification and are performed in good faith to preserve life and prevent further harm; (c) Trainer's decision to call 911 or not call 911 is based on Trainer's observation of Client's condition and Trainer's judgment about the severity of the situation; and (d) Trainer is not liable for any injury, harm, or adverse outcome resulting from Trainer's good-faith emergency response actions or decisions, including the decision to call or not call 911, to the maximum extent permitted by applicable Good Samaritan laws. 7. Client's Duty to Update Information. Client must immediately notify Trainer if: (a) Client's emergency contact information changes; (b) Client's health insurance information changes; or (c) Client wishes to revoke or modify the authorizations granted in this Section. 8. Confidentiality Exception. Client acknowledges and agrees that the authorization in Section 2(d) to disclose Client's health information to emergency responders constitutes an express exception to any confidentiality or non-disclosure obligations that would otherwise apply to Client's health information. Trainer may disclose Client's health information to emergency medical personnel without Client's further consent when Trainer determines in good faith that such disclosure is necessary to facilitate appropriate emergency care.

INSURANCE (a) Agency Insurance. During the term of this Agreement, Your name / business name will obtain and maintain, at its own expense, the following insurance coverages from insurers with an AM Best rating of A- VII or better: (i) Professional Liability / Errors & Omissions (E&O): not less than E&O / professional liability limit per claim (e.g. $1,000,000) per claim and in the aggregate, covering claims arising from professional services rendered under this Agreement; (ii) Commercial General Liability (CGL): not less than CGL per-occurrence limit (e.g. $1,000,000) per occurrence and CGL aggregate limit (e.g. $2,000,000) in the aggregate; (iii) Cyber Liability: not less than Cyber liability limit per claim (e.g. $1,000,000) per claim, covering data breaches, network security failures, and unauthorized access to systems or data; and (iv) Workers' Compensation and Employer's Liability: as required by applicable law. (b) Additional Insured. Your name / business name will cause Client name / business name to be named as an additional insured on its Commercial General Liability policy. (c) Certificates. Upon Client name / business name's request (and prior to commencing Services), Your name / business name will provide Client name / business name with certificates of insurance evidencing the coverages required above, along with endorsements confirming additional-insured status where applicable. (d) Notice of Cancellation. Your name / business name will ensure that each policy provides at least 30 days' advance written notice to Client name / business name of any cancellation, material reduction in coverage, or non-renewal. (e) Subcontractors. Your name / business name will require its subcontractors who perform work under this Agreement to maintain Professional Liability and Commercial General Liability insurance at levels reasonably commensurate with the work they perform. (f) Client Insurance. Client name / business name is solely responsible for maintaining its own insurance coverages, and nothing in this Agreement obligates Your name / business name to maintain coverage on Client name / business name's behalf.