Terms and Conditions

March 2026

Program Agreement – Key Highlights

Welcome to The Studio.
The Studio is a collaborative learning environment designed to support professionals who are building or growing their practices. This document outlines the terms of participation so that expectations are clear for everyone involved.

The summary below highlights several key points of the Agreement. It is provided for convenience only and does not replace the full Agreement. In the event of any conflict between this summary and the Agreement, the Agreement controls.

Key Terms

• Educational Program Only
This Program provides educational consulting, business training, and professional development. It does not provide clinical supervision, licensure supervision, therapy, legal advice, or medical advice.

• Professional Responsibility
Participants are responsible for maintaining their own licenses, certifications, insurance, legal compliance, and professional standards.

• Fees & Payment
All fees are non-refundable and fully earned upon receipt unless the Consultant chooses otherwise in writing.

• Participation Expectations
Late or missed payments may result in suspension or termination of access to the Program and Deliverables.

• Program Materials
Participants may not copy, distribute, teach from, or upload Program Materials into AI systems without written permission.

• Group Environment
Group participation involves some inherent risk, including the possibility that others may hear information shared in discussions. Participants are responsible for deciding what information they disclose.

• Respect for the Community
Participants may not solicit other participants, recruit from the Program, or create a confusingly similar competing program using Consultant’s materials or methods.

• Dispute Resolution
Disputes are generally resolved through binding arbitration, except that Consultant may pursue court action to collect unpaid fees.

This summary is provided for convenience only and is not a substitute for the full Agreement.

CONSULTING AGREEMENT

This Consulting Services Agreement (the “Agreement”) is made as of the date of execution by all Parties (the “Effective Date”) by and among Nettle and Ash PLLC d/b/a The Studio, a Massachusetts professional limited liability company (the “Consultant”) and with participant as identified in the execution block of this Agreement (“Participant”). Consultant and Participant may be referred to individually as a “Party” and collectively as the “Parties.”

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following:

I. SERVICES

1.1 Overall Goals. The purpose of the services (the “Services”) provided by Consultant to Participant is to assist the Participant in establishing, improving, or expanding a mental health, behavioral health, wellness, or professional services practice, subject to the terms, conditions, and limitations contained in this Agreement. 

1.2 Program Modules and Deliverables. Consultant may provide Participant with access to educational modules, training materials, templates, worksheets, recordings, presentations, and other instructional content as part of the Program (“Program Materials”). Access to Program Materials released during the Program shall constitute a deliverable (“Deliverable”) under this Agreement. Certain Program tiers may also include individualized consulting sessions, document review, or the preparation of customized materials or documents for Participant (collectively with Program Materials, the “Deliverables”). Consultant shall only be obligated to provide those Deliverables that are expressly included in Participant’s applicable Program tier as identified in Schedule A. Consultant retains discretion regarding the format, timing, sequencing, and method of delivery of all Deliverables. Any restriction, protection, or right granted to Consultant under this Agreement with respect to Program Materials, or Deliverables shall apply to all such materials provided in connection with the Program, whether or not specifically referenced in any particular provision of this Agreement. In the event of any conflict between the body of this Agreement and Schedule A with respect to pricing, included Deliverables, or payment timing, Schedule A shall control unless otherwise expressly stated in writing.

1.3 Educational Nature of Services; No Clinical or Professional Supervision. Participant acknowledges that the Program consists solely of educational consulting, business training, and professional development related to establishing, operating, or growing a professional practice or service-based business in fields such as mental health, behavioral health, therapy, allied health, wellness, or related professional services. The Program is not intended to provide clinical supervision, therapeutic supervision, case consultation, medical advice, legal advice, or any form of professional licensure or certification supervision. Without limiting the foregoing, the Program does not constitute supervision for purposes of certification, credentialing, or licensure requirements applicable to any professional discipline, including but not limited to applied behavior analysis, counseling, psychology, social work, speech-language pathology, occupational therapy, or any other licensed or regulated profession. Participant remains solely responsible for Participant’s professional practice, clinical decisions, supervision of staff, compliance with all applicable federal, state, and local laws, regulations, ethical standards, licensing board rules, and professional guidelines, and the delivery of any therapy, treatment, clinical, or professional services to patients, clients, or consumers.

1.4 Program Modifications. Consultant reserves the right to modify, update, replace, or discontinue any aspect of the Program, including the curriculum, modules, topics, sequence of content, guest speakers, format of delivery, or scheduling of sessions, in Consultant’s discretion. Such modifications shall not constitute a breach of this Agreement provided that Participant retains access to the Program tier identified in Schedule A.

II. COSTS & PAYMENT

2.1 Compensation. As compensation to Consultant for providing the Services, Participant shall pay Consultant a consulting fee as outlined in Schedule A. All fees and deposits are non-refundable. Balances for any amounts owed are due and payable in compliance with Schedule A.

2.2 Payment Methods. Payment may be made by the Participant via cash, check, Square, Zelle, and Venmo. The Consultant reserves the right to modify accepted payment methods at any time.

2.3 Additional Payment Terms. All payments required under this Agreement are fully earned upon receipt and are non-refundable. Participant shall pay all fees within seven (7) days of when due. Consultant reserves the right to restrict access to any content or material of Consultant’s pending full payment of outstanding fee. Consultant may suspend performance of all Services immediately upon any late or missed payment, and such suspension shall not constitute a breach of this Agreement. Interest shall accrue on all overdue amounts at the rate of 1.5% (one point five percent) per month, or the maximum rate permitted by law, whichever is lower. Participant shall be responsible for all costs of collection, including reasonable attorneys’ fees, court costs, administrative fees, and enforcement expenses. Participant may only dispute an invoice in good faith by providing written notice within five (5) days of receipt, describing the specific amount disputed and the basis for the dispute. Should the Participant fail to send notice of such a dispute within the five (5) days, the invoice shall be deemed accepted and may not later be disputed by the Participant. Consultant shall have no obligation to deliver any work product, or continue any portion of the Services, or release any drafts Deliverables or final Deliverables until all outstanding amounts—whether disputed or undisputed—are paid in full.  If the Parties cannot resolve the billing dispute, the dispute shall be addressed in accordance with the dispute resolution provisions of this Agreement.

2.4 No Chargebacks; No Payment Reversals. Participant agrees that all payments made under this Agreement are final, non-cancellable, and non-refundable. Participant shall not initiate or permit any chargeback, payment dispute, reversal, retrieval request, or refund request through Participant’s bank, credit card issuer, payment processor, or financial institution for any amounts paid to Consultant. Any attempt by Participant to dispute or reverse payment shall constitute a material breach of this Agreement and the Consultant reserves the right to immediately suspend all Services, access, and Deliverables upon any attempted or actual payment reversal. In the event Participant initiates a chargeback or payment reversal, Participant shall be responsible for all costs, fees, penalties, and attorneys’ fees incurred by Consultant in responding to, disputing, or defending against such action, and all outstanding Fees for the entire Term shall become immediately due and payable. Should an absolute prohibition on chargebacks ever be found to be in violation of Rhode Island law, Participant’s chargeback in bad faith or contrary to the terms of this Agreement shall be considered a material breach of this Agreement and Consultant shall have all remedies available under this Agreement.

2.5 Failure to Participate. Participant’s failure to attend, participate, utilize, or complete any portion of the Services shall not relieve Participant of its payment obligations and shall not entitle Participant to any refund, credit, extension, or reduction of Fees. Consultant’s performance is not contingent upon any minimum level of participation by Participant.

III. TERM & TERMINATION

3.1 Term. This Agreement shall be in effect for the period commencing on the Effective Date and upon the completion of all Services and Deliverables as outlined in Schedule A (the “Term”), subject to its earlier termination as provided for in this Agreement. Should any Service or Deliverable fail to be completed because of action or inaction by the Participant for more than 3 (three) weeks, the Consultant has the right to terminate this Agreement and next payment due hereunder shall become immediately due and payable without the Consultant having any further obligations hereunder.

3.2 Termination of Agreement. Either Party may terminate this Agreement upon thirty (30) days’ prior written notice; provided, however, that any termination initiated by Participant for any reason other than Consultant’s material breach shall not relieve Participant of its obligation to pay all Fees due for the entire Term. If the Consultant cannot fulfill services due to unforeseen circumstances, the Consultant may offer rescheduling, credit, or partial refund at their discretion, which shall not be considered a breach of this Agreement.

Consultant may terminate this Agreement immediately upon written notice if: (a) Participant fails to make any payment in accordance with this Agreement; (b) Participant provides incorrect, incomplete, or misleading information; (c) Participant engages in conduct that is abusive, unlawful, unethical, or interferes with Consultant’s ability to perform; (d) Participant requests Consultant to perform services outside Consultant’s expertise, licensure, or legal authority; or (e) Participant breaches any material term. Upon any termination by Consultant under this paragraph, all remaining Fees for the entire Term shall become immediately due and payable. Consultant shall have no obligation to deliver any draft or final Deliverables, or Program Materials after termination due to the above reasons. Any delays, losses, or expenses resulting from termination due to Participant’s breach shall not be attributed to Consultant. Termination shall not affect any rights, remedies, or obligations that accrued prior to the termination date, all of which shall survive.

3.3 Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party’s liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Termination of this Agreement for any reason shall not relieve Participant of any payment obligation, and Participant shall not be entitled to any refund, credit, extension, or reduction of Fees due to termination initiated by Participant for any reason other than Consultant's material breach (if any), or due to termination by Consultant arising from Participant's breach or nonpayment. This Section is intended to be enforceable to the maximum extent permitted by applicable law and shall survive expiration or termination of the Agreement. Should Participant terminate this Agreement prior to completion, the Participant shall deliver to the Consultant all Confidential Information, property, and Program Materials of the Consultant’s in the Participant’s possession or control.

3.4 Fees Non-Refundable. Participant acknowledges and agrees that Consultant reserves capacity, schedules time, and makes business commitments in reliance on Participant's enrollment and payment, and therefore all Fees are fully earned upon receipt and are non-refundable, regardless of (i) Participant's non-attendance, non-participation, delay, inability to use, or failure to complete any portion of the Services; (ii) any dissatisfaction with the Services, Deliverables, or outcomes; (iii) any change in Participant's circumstances, business plans, staffing, licensure, or priorities; (iv) any suspension of Services due to late or missed payment; or (v) any termination or expiration of this Agreement, except only to the limited extent (if any) that Consultant elects, in Consultant's sole discretion, to offer rescheduling, credit, or a partial refund due to Consultant's inability to fulfill Services because of unforeseen circumstances, which election (if made) shall not be deemed a waiver of this Section for any other circumstance. For purposes of this Agreement, Fees means all amounts payable by Participant to Consultant under this Agreement, including without limitation the consulting fee, the deposit, any installment or remaining balance, any invoices, late fees, interest, administrative fees, collection costs, and any other amounts due or incurred under the costs & payment and related provisions

IV. PARTICIPANT OBLIGATIONS 

4.1 Participant’s Responsibilities. Participant acknowledges that Consultant’s ability to perform the Services depends upon Participant’s timely cooperation. Accordingly, Participant shall:

1. Promptly provide Consultant with all information, documents, records, data, login access, approvals, materials, and personnel necessary for Consultant to perform the Services. Any delay by Participant in providing such information shall automatically extend all deadlines and relieve Consultant from any resulting performance issues, without penalty.

2. Designate one authorized representative with full decision-making authority to communicate with Consultant and provide approvals. Consultant shall not be required to take direction from any other individual unless expressly authorized in writing by Participant.

3. All information supplied to Consultant shall be true, complete, and not misleading. Consultant shall not be liable for any damages, delays, losses, or failures resulting from inaccurate, incomplete, outdated, or misleading information provided by Participant or third parties under Participant’s control.

4. Review all draft and final Deliverables, recommendations, or other materials provided by Consultant and provide written feedback or approval within five (5) business days, unless another period is agreed in writing. Deliverables shall be deemed accepted if Participant fails to respond within the required timeframe.

5. Ensure that its business operations, decisions, and use of the Deliverables comply with all applicable laws and regulations. Consultant is not responsible for verifying Participant’s compliance unless expressly agreed in writing.

6. Refrain from requesting or requiring Consultant to perform any task that is unsafe, unlawful, professionally inappropriate, or outside the scope of Consultant’s expertise or licensure.

7. Be solely responsible for the acts, omissions, and performance of any third parties engaged by Participant. Consultant assumes no liability for delays or failures caused by Participant’s vendors, employees, contractors, partners, or advisors, even if recommended by Consultant or introduced by Consultant.

8. If Consultant suspends Services due to nonpayment or Participant breach, Participant shall immediately cease using any Program Materials, Draft or Final Deliverables until full payment is made. Consultant shall not be responsible for any delay or damage resulting from such suspension.

Participant’s failure to comply with this Section shall constitute a material breach of the Agreement and shall entitle Consultant to suspend Services or terminate the Agreement in accordance with Consultant’s termination rights.

4.2 Participant Code of Conduct. Whether in a group or 1:1 setting, Participant agrees to conduct themselves in a respectful, professional, and non-disruptive manner in all interactions with Consultant and other participants, whether in group sessions, online forums, workshops, or any other program-related environment (“Program Environment”). Prohibited conduct includes, without limitation: harassment, discriminatory or abusive language, aggressive behavior, disparagement of other participants or the Consultant, unauthorized solicitation, sharing of inappropriate content, or any conduct that, in Consultant’s sole discretion, interferes with program delivery. Consultant may remove Participant from any Program Environment, temporarily or permanently, for violating this Code of Conduct. Removal for conduct reasons shall not entitle Participant to any refund, credit, or reduction of Fees, and all payment obligations shall remain in full force and effect. If Consultant provides any online forum, community platform, messaging channel, or similar digital space for participant interaction, Consultant may also restrict, suspend, or terminate Participant’s access to such platform in its sole discretion.

4.3 Non-Solicitation of Participants. Participant agrees that, during participation in the Program and for twelve (12) months thereafter, Participant shall not, without Consultant’s prior written consent: (i) market or sell services, products, or programs to other participants; or (ii) induce, encourage, or attempt to induce any participant to leave the Program or reduce their participation. This restriction applies to direct, indirect, in-person, online, social media, and referral-based solicitations. Consultant may, in its sole discretion, determine whether conduct violates this provision. A breach of this clause constitutes a material breach of this Agreement and entitles Consultant to immediate injunctive relief and any other remedies available at law or in equity.

4.4 Recording of Group Sessions; Media Restrictions. Consultant may record live sessions, workshops, or group meetings for internal use, quality assurance, and to provide replays to active participants. Participant grants Consultant permission to record Participant’s participation, including audio, video, and written contributions in group platforms, without compensation. All such recordings constitute Consultant’s exclusive intellectual property. Participant shall not record, screenshot, distribute, or publish any group session, workshop, or Program Environment content without Consultant’s prior written consent. Participant shall not share any replays, recordings, or transcripts with any third party. Unauthorized recording or distribution is a material breach of this Agreement and shall result in immediate removal from the Program without refund, along with all other remedies available to Consultant.

4.5 Group Environment; Confidentiality Limitations; Assumption of Risk; Waiver, Including On-Site Participation. Participant acknowledges and agrees that portions of the Services may be delivered in a group, cohort, community, peer-support, or shared learning environment (collectively, the “Group Environment”), which may involve discussions, meetings, workshops, online forums, shared digital spaces, or in-person sessions held at premises owned, leased, or controlled by Consultant (“Consultant Premises”). Consultant does not supervise, control, vet, or guarantee the conduct, participation, qualifications, compliance, or confidentiality practices of any other participant, nor does Consultant guarantee the safety or condition of any Consultant Premises. Participation in the Group Environment inherently involves risks, including, without limitation: (i) disclosure of personal, business, proprietary, or sensitive information to other participants; (ii) interactions with individuals whose backgrounds and conduct are not screened or supervised by Consultant; (iii) potential misuse, appropriation, or disclosure of information shared by Participant; (iv) reliance on comments, feedback, or suggestions from participants that may be inaccurate or unqualified; (v) interpersonal conflicts or disputes; and (vi) risks associated with being physically present on Consultant Premises, including slips, falls, property damage, illness, theft of personal property and interactions with third parties. Participant is solely responsible for determining what information to share and voluntarily assumes all risks associated with participation in the Group Environment and presence on Consultant Premises. Consultant shall have no liability for any actions, omissions, disclosures, misuse of information, conduct, or statements by other participants or third parties, or for any condition of Consultant Premises. Participant hereby knowingly and voluntarily releases, discharges, and holds Consultant harmless from any and all claims, losses, damages, liabilities, injuries, or consequences—whether direct, indirect, foreseeable, or unforeseen—arising out of or relating to Participant’s participation in the Group Environment or presence on Consultant Premises, including claims relating to confidentiality breaches, business interference, emotional distress, reputational harm, or physical injury, except to the limited extent caused by Consultant’s gross negligence or willful misconduct. Participant agrees to maintain the confidentiality of all personal, business, or proprietary information shared by other participants and shall not record, copy, reproduce, distribute, or disclose any content or materials originating from the Group Environment without Consultant’s prior written consent. Consultant may, in its sole discretion, remove Participant from any Group Environment or Consultant Premises for conduct deemed disruptive, harmful, inappropriate, or inconsistent with the goals of the program, without any refund or reduction of Fees. Participant brings all personal property to the Consultant Premises at their own risk, and Consultant shall not be liable for any damage, loss, or theft of the Participant’s personal property, except to the limited extent caused by Consultant’s gross negligence or willful misconduct. Consultant reserves the right to change the composition of any cohort at any time, without notice.

4.6 Non-Disclosure of Other Participants’ Information. Participant acknowledges that participation in any group, cohort, community, or shared learning environment (“Group Environment”) may involve access to personal, business, proprietary, or sensitive information disclosed by other participants (“Participant Information”). Participant agrees that all Participant Information is confidential and shall not be used, shared, reproduced, distributed, summarized, referenced, or disclosed to any third party, whether directly or indirectly, without the express prior written consent of the individual participant who originally provided such information. Without limiting the foregoing, Participant shall not: (i) discuss or reveal any participant’s disclosures, case examples, business strategies, personal experiences, or proprietary methods outside the Group Environment; (ii) share screenshots, recordings, chat logs, comments, or written materials referencing or including Participant Information; or (iii) post, publish, or otherwise transmit Participant Information on social media, forums, messaging platforms, or any public or private channels outside the Program. Any breach or suspected breach of this obligation constitutes a material breach of this Agreement and may result in immediate removal from the Program without refund, in addition to all other remedies available to Consultant and/or the affected participant.

4.7 Participant Responsibility for Compliance. Participant represents, warrants, and covenants that Participant is solely responsible for ensuring that its business operations, services, professional activities, and use of any Deliverables or Program Materials comply with all applicable federal, state, and local laws, regulations, licensing requirements, ethical rules, professional standards, and industry guidelines. Participant further warrants that Participant holds all licenses, certifications, permits, authorizations, and insurance required to lawfully operate its business or practice, and that nothing in the Services or Program Materials shall be relied upon as a substitute for Participant’s independent duty to understand and comply with such requirements. Participant agrees that Consultant has no obligation to monitor, supervise, evaluate, or verify Participant’s regulatory or professional compliance, and Consultant makes no representation regarding the legality, permissibility, or regulatory sufficiency of any Participant decision, plan, workflow, or practice. Participant assumes full responsibility for all compliance-related decisions and outcomes and shall indemnify and hold Consultant harmless from any claims, penalties, investigations, liabilities, losses, or damages arising out of or relating to Participant’s business practices, regulatory obligations, or professional conduct.

4.8 No Harmful or Unlawful Content. Participant shall not provide Consultant with any content, materials, data, or information that: (i) infringes upon the intellectual property or privacy rights of any third party; (ii) contains personal health information (PHI), sensitive Participant/patient information, or protected records; (iii) violates HIPAA or any confidentiality obligation; (iv) contains malware, viruses, harmful code, or corrupted data; or (v) is defamatory, obscene, unlawful, or otherwise inappropriate. Participant represents that it has the legal right to share all materials provided to Consultant and shall indemnify Consultant for any breach of this representation.

4.9 Extension of Obligations to Third-Party Experts. Participant acknowledges that Consultant may, from time to time, retain third-party professionals, consultants, and service providers—including without limitation attorneys, certified public accountants, insurance brokers, marketing professionals, and other subject-matter experts (collectively, “Third-Party Experts”)—to assist Consultant in the administration and operation of the Program. To the extent reasonably necessary for Consultant or its Third-Party Experts to perform their duties in connection with the Program, Participant shall extend to such Third-Party Experts the same cooperation, access, permissions, and rights that Participant is obligated to provide to Consultant under this Agreement. Such cooperation may include, without limitation, (i) providing access to Participant’s relevant business records, financial information, or operational materials; (ii) allowing review of marketing materials; and (iii) responding to reasonable requests for information or clarification. In all cases, such access and cooperation shall be limited to what is reasonably required for Program purposes and subject to any confidentiality obligations set forth in this Agreement. Participant’s failure to provide required cooperation, access, or permissions to any Third-Party Expert in accordance with this Section shall constitute a breach of this Agreement to the same extent as if such failure were directed toward Consultant itself. Nothing in this Section shall be construed to grant any Third-Party Expert independent authority to bind Participant or modify the terms of this Agreement; all such experts act solely on their own behalf or under the limited  direction of Consultant through contractual obligations. Participant shall not record the Third-Party Expert without that Third-Party Expert’s express prior written permission. 

4.10 Noticing Requirements of Participant. Participant shall promptly notify Consultant of any change in Participant’s staffing that may affect the Services or the implementation of Consultant’s recommendations, including but not limited to the departure, reassignment, hiring, or change in responsibilities of any employee, officer, contractor, or agent who interacts with or supports the Services. Participant shall also notify Consultant of any dispute, performance concern, termination, or material issue involving any third-party professional, vendor, or service provider whose work relates to, supports, or may affect the Services. Such notice shall be provided by email to Consultant no later than forty-eight (48) hours after Participant becomes aware of the change or issue. Participant acknowledges that Consultant’s ability to perform the Services and the reliability of any related advice or recommendations depends upon timely disclosure of such information, and Consultant shall not be responsible for any delay, deficiency, or adverse outcome resulting from Participant’s failure to provide the notice required under this section.

4.11HIPAA; No Protected Health Information. Participant shall not disclose, upload, transmit, or discuss any protected health information (“PHI”), identifiable patient information, therapy records, clinical case details, educational records, or other protected or regulated personal information in connection with the Program, including during group sessions, written communications, or materials shared with Consultant or other participants. Participant is solely responsible for ensuring that any examples, case discussions, or materials are fully de-identified in accordance with applicable privacy laws, ethical obligations, and professional standards. Consultant is not acting as a “business associate” under HIPAA and does not receive, review, store, or process PHI as part of the Program. Participant shall indemnify and hold Consultant harmless from any claim, investigation, penalty, or liability arising from Participant’s disclosure of PHI or other confidential, protected, or regulated information.

4.12 Use of Physical Premises; Assumption of Risk. To the extent any portion of the Program is conducted in person at premises owned, leased, or used by Consultant (“Consultant Premises”), Participant acknowledges that attendance is voluntary and assumes all risks associated with being present at such location. Participant is responsible for Participant’s own safety, conduct, and personal property while on Consultant Premises. Consultant shall not be liable for any injury, loss, damage, or theft occurring on Consultant Premises except to the extent caused by Consultant’s gross negligence or willful misconduct.

4.13 Account Access; No Sharing of Login Credentials. Participant’s access to any online platform, portal, or digital content associated with the Program is personal to Participant and may not be shared with any third party. Participant shall not disclose, distribute, or permit the use of Participant’s login credentials by any other individual or entity, including employees, contractors, colleagues, or other participants, unless expressly authorized in writing by Consultant. Participant is responsible for all activity occurring under Participant’s account. Any unauthorized sharing or use of login credentials constitutes a material breach of this Agreement and may result in suspension or termination of access to the Program without refund, in addition to any other remedies available to Consultant.

V. CONFIDENTIALITY

5.1 Confidential Information of Participant. Consultant acknowledges that Participant may disclose or provide access to the Consultant certain Confidential Information. “Confidential Information” shall mean trade secrets of the Participant's business and operations. Consultant shall maintain the Confidential Information in strict confidence and shall not disclose the Confidential Information to any other party. Consultant shall only use the Confidential Information in furtherance of the performance of the Services, and shall not use the Confidential Information for any other purpose or for the benefit of any third party, provided, however, Third-Party Experts may have access to such Confidential Information as expressed herein. No Confidential Information shall be duplicated or copied except as may be strictly necessary to effectuate the purpose of this Agreement. All Confidential Information shall remain the exclusive property of the Participant.

5.2 Exceptions; Required Disclosures. Confidential Information does not include information that: (i) was lawfully in the Consultant’s possession before receipt from the Participant, as established by competent evidence; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Consultant; (iii) is received by the Consultant from a third party free to make such disclosure without, to the best of the Consultant’s knowledge, breach of any legal or contractual obligation; (iv) is disclosed by Consultant with the Participant's prior written approval; (v) was disclosed by the Participant in a group setting with other participants, so long as Consultant does not share said information outside of the participants in that cohort or group.

5.3 Consultant Confidential Information. Participant expressly agrees that Consultant’s pricing, rate sheets, frameworks, training materials, Program Materials, formats, documentation, intellectual property of any kind, fee structures, discounts, proposals, methodologies, processes, systems, tools, templates, Deliverable formats, internal documents, and all other proprietary business information—including the terms of this Agreement—constitute Consultant confidential information (“Consultant Confidential Information”) and valuable trade secrets of Consultant. Participant may not disclose, reproduce, distribute, share, reference, summarize, publish, or otherwise make available any Consultant Confidential Information to any third party without Consultant’s prior written consent, except to Participant’s legal or financial advisors who are bound by confidentiality obligations at least as strict as those contained herein or as otherwise permitted under this Agreement. Participant shall not use Consultant Confidential Information to obtain competing services, negotiate different rates with another person or entity, develop derivative materials, reverse engineer any of Consultant’s Confidential Information or otherwise benefit anyone other than the Consultant. In the event Participant becomes aware of any unauthorized disclosure or suspected disclosure, Participant must notify Consultant in writing within two (2) business days and fully cooperate in all mitigation efforts. Because unauthorized disclosure of Consultant’s proprietary information would cause substantial competitive harm and such damages would be difficult to quantify, Participant agrees that liquidated damages are appropriate. Accordingly, for each violation of this Section, Participant shall pay Consultant liquidated damages in the amount of $10,000 (ten thousand dollars) per material breach, in addition to equitable remedies, and any other relief to which Consultant may be entitled. The Parties agree that this liquidated damages amount is a reasonable pre-estimate of the damages that would be incurred and is not a penalty. Consultant shall further be entitled to immediate injunctive relief, without the necessity of posting a bond, to restrain or prevent any threatened or actual breach. All remedies under this Section shall be cumulative and in addition to any other remedies available at law or in equity.

5.4 Third Party Investigations. Participant shall reimburse the Consultant for all costs and expenses (including reasonable attorneys’ fees and costs) incurred by the Consultant resulting from any third-party investigation of the acts or practices of Participant including, without limitation, any costs or expenses related to compliance with any third party subpoena or other discovery request. 

5.5 Additional Limitations on Confidentiality. Confidentiality obligations do not apply to Consultant’s use of Participant information for internal quality control, training, or legal/regulatory compliance. Consultant may reference Participant’s name, logo, and non-confidential descriptions of the work performed in Consultant’s marketing materials, unless Participant notifies Consultant in writing within seven (7) days of execution of this Agreement that Participant wishes to prohibit Consultant from using said materials and information in Consultant’s marketing materials.

VI. INTELLECTUAL PROPERTY

6.1 Consultant’s Property. Consultant has developed and owns all rights in its proprietary educational modules, frameworks, written materials, Program Materials, exercises, worksheets, videos, audio recordings, slides, templates, scripts, curricula, training methods, and all other content used or provided in connection with the practitioner support hub, cohort program, or intensive services (collectively, “Program Materials”); Program Materials include all other intellectual property (“IP”) as used pursuant to industry standards and general terms (logos, word marks, copyrighted materials, etc.). All Program Materials constitute the exclusive intellectual property and confidential business assets of Consultant. Nothing in this Agreement shall be interpreted as a transfer or assignment of ownership, and no “work for hire” is created. Participant shall not, without Consultant’s prior written consent: (i) copy, share, distribute, publish, disclose, upload, or make any Program Materials available to any third party; (ii) reproduce, modify, adapt, or create derivative works from the Program Materials; (iii) use the Program Materials in Participant’s own trainings, programs, courses, workshops, practitioner offerings, or commercial services; or (iv) use the Program Materials to create, market, or deliver any competing program. Any unauthorized use, disclosure, reproduction, distribution, or exploitation of the Program Materials is a material breach of this Agreement and entitles Consultant to injunctive relief and all available legal and equitable remedies. 

6.2 Limited Revocable License to Program Materials. Upon Consultant’s receipt of full and final payment of all Fees and expenses owed, Consultant grants Participant a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Program Materials solely for Participant’s internal business purposes and only to be shared with staff of Participant who are under a written contractual obligation which contains confidentiality and intellectual property protections that are at least as restrictive and protective of Consultant’s rights as contained herein. Participant acknowledges that many Program Materials incorporate or rely upon Consultant IP, and that Participant’s license extends only to the Program Materials as presented by the Consultant and not to Consultant IP or Program Materials itself. All rights not expressly granted in this Agreement are reserved to Consultant. Any broader use not expressly authorized herein is strictly prohibited. Participant is expressly prohibited from reverse engineering any Consultant IP. 

6.3 Repurposing of Non-Confidential Materials. Consultant retains the unrestricted right to reuse, modify, adapt, or repurpose any elements of the Deliverables and any Consultant IP contained therein, for Consultant’s own internal purposes and for other Participants, provided that Consultant does not disclose Participant’s Confidential Information.

6.4 Prohibition on Artificial Intelligence and Automated Use. Participant shall not upload, input, transmit, or otherwise provide any Program Materials, Deliverables, recordings, templates, frameworks, or other Consultant intellectual property into any artificial intelligence system, machine learning system, large language model, automated training system, or similar technology for the purpose of generating outputs, training models, creating derivative content, or automating services. Participant shall not use Consultant’s Program Materials or Deliverables to develop, train, enhance, or support any automated system, software platform, course, template library, or business process intended for commercial use or distribution. Participant further agrees not to permit any third party to engage in such use on Participant’s behalf. Any use of Consultant’s materials, Program Materials, or Deliverables in connection with artificial intelligence, automated systems, or similar technologies without Consultant’s prior written consent shall constitute a material breach of this Agreement and an infringement of Consultant’s intellectual property rights.

6.5 Survival. The obligations in this Section survive termination of the Agreement indefinitely.

VII. RELATIONSHIP OF THE PARTIES

7.1 Independent Contractor Status. Consultant is an independent contractor and is not, and shall not be deemed to be, an employee, partner, joint venturer, agent, or fiduciary of Participant for any purpose. Participant shall make no representations to any third party that Consultant is its employee or agent, and Participant shall not take any action that could reasonably cause a third party, regulatory body, or taxing authority to treat Consultant as an employee. Neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. All rights, if any, granted to Participant are contractual in nature and wholly defined by the express written agreement of the Parties and the various terms and conditions of this Agreement. Notwithstanding anything contained herein, the Parties shall use commercially reasonable efforts to conduct themselves in a manner in which would not harm the image or reputation of the other.

7.2 No Exclusivity. Nothing in this Agreement requires Consultant to provide services exclusively to Participant. Consultant may at all times advertise, solicit, accept, and perform services for other Participants, including competitors of Participant, unless otherwise agreed in writing.

7.3 Use of Subcontractors and Third-Party Service Providers. Consultant may, in Consultant’s sole discretion, engage employees, contractors, subcontractors, or third-party service providers (including Third-Party Experts) to assist in performing any portion of the Services or delivering any portion of the Program. Consultant may delegate tasks, content delivery, administrative functions, or consulting support to such individuals or entities as Consultant deems appropriate. Participant acknowledges that such persons may interact directly with Participant in connection with the Program. Consultant shall not be liable for the independent professional advice, opinions, or services provided by any Third-Party Expert acting in their own professional capacity.

VIII. RESTRICTIVE COVENANTS

8.1 No Competition; No Solicitation. During the Term of this Agreement and for twelve (12) months following its expiration or termination, Participant shall not, without Consultant’s prior written consent: (i) create, market, or offer any program, course, cohort, membership, workshop, or consulting service that is confusingly similar in structure, content, or methodology to the Services provided by Consultant; (ii) induce, encourage, or attempt to induce any participant to leave the Program or reduce their participation or (iii) solicit, recruit, hire, or attempt to hire any employee, contractor, or participant of Consultant’s programs with whom Participant had contact during the Term. This restriction applies to direct, indirect, in-person, online, social media, and referral-based solicitations. Consultant may, in its sole discretion, determine whether conduct violates this provision. Nothing in this section prohibits Participant from independently operating its own business or offering general services in its field, provided such services do not incorporate Consultant’s Program Materials, proprietary methods, or cohort framework. The restrictions in this section are narrowly tailored to protect Consultant’s legitimate business interests—specifically, its confidential information, goodwill, program structure, and proprietary educational methodologies—and are not intended to restrain Participant’s ability to practice in its profession or operate a lawful business. A breach of this section shall constitute a material breach of this Agreement and entitle Consultant to injunctive relief and all other remedies available at law or in equity.

8.2 Non-Disparagement. Participant shall not knowingly make false, defamatory, or malicious statements about Consultant, the Program, the Deliverables, or other participants, whether publicly or privately, including in social media, professional forums, group chats, emails, messaging platforms, or similar channels. Nothing in this provision prohibits Participant from making truthful statements, participating in legal proceedings, reporting concerns in good faith to legal counsel or regulatory authorities, or otherwise exercising rights protected by applicable law.

IX. REPRESENTATIONS & WARRANTIES

9.1 Mutual Representations and Warranties. Each Party represents, warrants, and covenants to the other as follows:

1. Each Party has full right, power, and authority to enter into and perform its obligations under this Agreement. If a Party is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and its execution, delivery, and performance of this Agreement have been duly authorized by all necessary action. If a Party is an individual, that Party has full legal capacity to enter into this Agreement and perform the obligations described herein. This Agreement constitutes the legal, valid, and binding obligation of each Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws.

2. The execution, delivery, and performance of this Agreement shall not violate any organizational document (if a Party is an entity), violate any judgment, order, or law applicable to the Party, result in a breach of any agreement to which the Party is bound, or require the consent or approval of any third party, governmental authority, or regulatory body not already obtained.

3. All representations, warranties, and covenants contained in this Agreement are material and shall survive the execution, performance, and termination of this Agreement for the duration of the applicable statute of limitations. Any claim made in good faith and in writing prior to such expiration shall survive until final resolution.

4. The Parties hereby declare that they are not aware of any matter which might have any negative or adverse effect upon the performance of their obligations under this Agreement. The Parties hereby warrant that they shall not take action which might harm, hinder, or negatively affect the duties of Company set out within this Agreement. 

9.2 No Guarantee of Results. Participant acknowledges and agrees that Consultant makes no guarantee regarding any business, financial, or professional results arising from participation in the Program. Participant understands that the effectiveness of the Program depends on numerous factors beyond Consultant’s control, including Participant’s effort, implementation decisions, and market conditions. Participant remains solely responsible for all decisions and actions relating to Participant’s business, including compliance with applicable laws, regulations, licensing requirements, and professional standards. Nothing in this Agreement or the Program creates a partnership, joint venture, or other fiduciary relationship between the Parties. Consultant shall not be liable for Participant’s implementation or use of any information, recommendations, processes, Program Materials, or other materials provided through the Program. Consultant further shall not be responsible for Participant’s clinical decisions, treatment decisions, scope-of-practice determinations, supervision of staff, or any outcomes relating to Participant’s patients or clients.

9.3 No Guarantee of Other Participant Qualifications. Participant acknowledges that Consultant makes no representation, warranty, or guarantee regarding the qualifications, professionalism, competence, behavior, ethics, or suitability of other participants in any cohort or Group Environment. Participant agrees that Consultant is not responsible for verifying credentials, supervising interactions, or ensuring the accuracy or appropriateness of advice or input provided by other participants. Participant assumes all risks associated with such interactions.

9.4 Professional Advice; No Reliance. Participant acknowledges and agrees that Consultant is not a law firm, attorney, or legal representative of Participant, and nothing in the Services or Program Materials shall be construed as legal advice, legal analysis, or the practice of law. Consultant does not review, draft, interpret, or advise on contracts, regulatory requirements, licensing burdens, informed consent forms, privacy laws, insurance obligations, employment laws, professional standards, or any other legal rights, duties, or compliance matters. Participant agrees that it shall seek its own legal counsel and other qualified professionals regarding any legal, compliance, regulatory, licensing, employment, privacy, scope-of-practice, contractual, or risk-management matters. Participant represents that it has not relied, and shall not rely, on any statements, suggestions, guidance, Program Materials or materials from Consultant as legal advice or as a substitute for independent professional judgment. Participant further acknowledges that Consultant is not providing medical, psychological, therapeutic, clinical, financial, accounting, tax, or regulatory advice of any kind, and all discussions, recommendations, examples, strategies, and Program Materials are for general educational purposes only.

Participant assumes full responsibility for all legal and business decisions and expressly releases Consultant from any claims, losses, liabilities, or damages arising out of or relating to: (i) Participant’s interpretation or application of any information provided by Consultant; (ii) Participant’s compliance or non-compliance with any law, rule, regulation, or professional standard; or (iii) Participant’s reliance—whether direct, indirect, or alleged—on any statement or material provided during the Services.
Participant also acknowledges that Third-Party Experts are independent contracted parties of Consultant and not employees or agents of Consultant. Any advice, representations, warranties, or other statements made by Third-Party Experts are made on their own behalf and not as representations of Consultant unless expressly stated otherwise in writing. Any disputes, issues, or claims relating to a Third-Party Expert’s services shall be addressed directly with that Third-Party Expert. Consultant does not endorse, guarantee, or independently verify the advice or services of Third-Party Experts.

9.5 Technology Platforms; No Guarantee of Availability. Participant acknowledges that portions of the Program may be delivered through third-party technology platforms, including without limitation video conferencing services, learning management systems, file-sharing platforms, messaging systems, payment processors, and other online tools (“Technology Platforms”). Consultant does not own, operate, or control such Technology Platforms and makes no representation or warranty regarding their availability, performance, reliability, security, or uninterrupted operation. Consultant shall not be responsible for any interruption, delay, outage, data loss, recording failure, platform error, or other technical issue caused by or relating to any Technology Platform, internet connectivity, software malfunction, or third-party service provider. Any such technical issue shall not constitute a breach of this Agreement and shall not entitle Participant to any refund, credit, extension, or reduction of Fees. Consultant may substitute, modify, or replace Technology Platforms used to deliver the Program at any time in its reasonable discretion.

9.6 Participant Eligibility and Professional Responsibility. Participant represents and warrants that Participant is legally permitted to own, operate, or participate in the management of a professional practice or service-based business and to perform any professional services associated with Participant’s work. Participant further represents that Participant holds, or will obtain prior to providing services, all licenses, certifications, permits, registrations, and insurance required under applicable law and professional regulations for Participant’s field, if any. Such fields may include, without limitation, mental health, behavioral health, counseling, psychology, social work, speech-language pathology, occupational therapy, applied behavior analysis, wellness, coaching, consulting, or other licensed, certified, or regulated professions. Participant acknowledges that Consultant does not verify Participant’s qualifications, licensure status, or regulatory compliance and has no responsibility to monitor or supervise Participant’s professional activities.

9.7 Survival of Representations, Warranties and Covenants. All of the representations, warranties, and covenants made by each Party in this Agreement are material and shall be deemed to have been relied upon by the Party or Parties to whom they are made. The representations and warranties set forth herein, in addition to any claims based on fraud, misrepresentation and breach, shall survive the Termination until the expiration of the applicable statute of limitations. In the event notice of any claim for indemnification under this Agreement has been given prior to the foregoing expiration dates, such indemnification claim shall survive until the final disposition thereof. All other covenants or agreements set forth herein shall survive the Termination in accordance with their respective terms or until the later of the applicable statute of limitations, whichever occurs first. 

9.8 Data Security and Privacy. Participant acknowledges that the Program is not intended for the storage or transmission of sensitive personal information, protected health information (“PHI”), financial account information, or other regulated data, and Participant shall not upload or disclose such information in connection with the Program. Consultant may receive limited non-public business information from Participant (“Participant Data”) and maintains commercially reasonable practices intended to protect information within Consultant’s control; however, Consultant does not guarantee the security of any system or Technology Platform used to deliver the Program. Consultant may utilize third-party platforms and service providers to administer the Program and shall not be responsible for the security practices or failures of such providers. In the event Consultant becomes aware of a confirmed unauthorized access to Participant Data within Consultant’s direct control, Consultant shall notify Participant within a commercially reasonable time. Nothing in this Agreement creates any data processor, business associate, or similar regulated relationship, and Participant remains solely responsible for compliance with all applicable privacy and data protection laws.

9.9 Limited Warranty for Services. Consultant will use commercially reasonable efforts to perform the Services in a generally professional manner consistent with customary practices for similar consulting services. Participant’s sole and exclusive remedy for any proven breach of this Section shall be, at Consultant’s sole option, re-performance of the affected portion of the Services or a credit against future Services in an amount determined by Consultant to reasonably reflect the affected portion of the Services. Participant must provide written notice describing the alleged deficiency within fifteen (15) days after the applicable Services are performed or first made available, or the claim shall be deemed waived. Except for the limited warranty expressly stated in this Section, the Services, Program Materials, and Deliverables are provided “as is,” and Consultant expressly disclaims all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. This limited warranty is subject to the limitations of liability and other restrictions set forth elsewhere in this Agreement.

X. INDEMNIFICATION 

10.1  IndemnificationBy Consultant. Consultant shall indemnify and hold Participant harmless only from third-party claims arising directly from Consultant’s gross negligence or willful misconduct that results in (i) bodily injury to a natural person, or (ii) physical damage to tangible property. Consultant shall have no obligation to indemnify Participant for any other type of claim, including but not limited to claims arising out of Participant’s business operations, decisions, directions, data, materials, or reliance on Consultant’s recommendations. Consultant shall not indemnify Participant for ordinary negligence, contract claims, errors in judgment, or any damages relating to lost profits, business interruption, economic loss, reputational harm, or regulatory/compliance matters.

10.2 By Participant.  Participant shall defend, indemnify, and hold Consultant and its owners, employees, contractors, and agents harmless from and against any and all claims, losses, damages, liabilities, costs, expenses, penalties, and attorneys’ fees arising out of or relating to: Participant’s breach of this Agreement; Participant’s failure to provide accurate, complete, lawful, or non-infringing information or instructions; Participant’s business operations, products, services, customers, vendors, employees, contractors, or regulatory responsibilities; Any use or misuse of the Services, Deliverables or Consultant’s recommendations; Participant’s violation of any applicable law, rule, or regulation; Claims by any third party related to Participant’s data, decisions, representations, or conduct; Any allegation that Consultant relied upon inaccurate, incomplete, or misleading information supplied by Participant or any third party under Participant’s control. The indemnification obligations in this subsection apply regardless of any concurrent negligence by Consultant, except to the limited extent caused by Consultant’s gross negligence or willful misconduct as defined above.

10.3 Indemnification Procedures.The indemnified Party shall promptly notify the indemnifying Party of any claim, but failure to do so shall not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced. The indemnifying Party shall control the defense and settlement of the claim; provided that no settlement requiring an admission of fault by the indemnified Party or imposing non-monetary obligations may be entered without the indemnified Party’s written consent. The indemnified Party may participate with its own counsel at its own expense.

10.4 Survival. The obligations in this Section shall survive the termination or expiration of this Agreement.

XI. DISPUTE RESOLUTION 

11.1 Arbitration. With the exception of a Fee Claim as outlined below, the Parties agree that any dispute regarding this Agreement or services provided by the Consultant to the Participant shall be resolved by alternative dispute resolution, including, if necessary, a final and binding arbitration. 

11.2 Fee Claim. The Consultant may bring a civil action in order to collect outstanding fees owed by the Participant (hereinafter referred to as a “Fee Claim”), and a Fee Claim is not subject to mandatory arbitration. A Fee Claim may be brought by the Consultant in any state or federal court having jurisdiction. Should the Consultant bring a Fee Claim, the Participant irrevocably waives the Participant's right to bring any compulsory or permissive counterclaims against the  Consultant, as those are subject to mandatory binding arbitration. The Consultant may elect to include a fee dispute in an arbitration, and is not required to bring the Fee Claim in civil court. 

11.3 Arbitration. Other than a Fee Claim initiated by the Consultant, all disputes arising out of this Agreement shall be settled by binding arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules and Procedures as amended by this Agreement. The cost of arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the Parties unless the arbitration award provides otherwise. Each Party shall bear the cost of preparing and presenting its case. Arbitration shall take place in Providence, Rhode Island. The Parties agree that this provision and the Arbitrator’s authority to grant relief shall be subject to the United States Arbitration Act, 9 U.S.C. 1-16 et seq. (“USAA”), the provisions of this Agreement, and the ABA-AAA Code of Ethics for Arbitrators in Commercial disputes. The Arbitrator’s decision shall follow the plain meaning of the relevant documents, and shall be final and binding. The award may be confirmed and enforced in any court of competent jurisdiction. All post-award proceedings shall be governed by the USAA. Nothing in this provision shall be construed so as to prohibit either Party from seeking preliminary or permanent injunctive relief in any court of competent jurisdiction. The Parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a default by that Party. The prevailing party in any such Dispute shall be entitled to an award of fees and costs, including reasonable attorney’s fees, as well as all other available forms of relief or damages.

11.4 Limitation of Damages. Neither Party shall be liable to the other Party for any incidental, indirect, special, consequential or punitive damages. The Consultant shall have no liability to the Participant that exceeds the fee paid by the Participant to the Consultant.

11.5 No Duty to Control Participants. Participant acknowledges and agrees that Consultant has no duty or obligation to supervise, monitor, discipline, mediate disputes among, investigate the conduct of, or take action regarding any participant in the Program or Group Environment. Participant waives any claim that Consultant failed to protect Participant from the behavior, misconduct, or actions of any other participant.

11.6 Class Action Waiver. To the fullest extent permitted by law, the Participant agrees that any dispute, claim, or controversy arising out of or relating to this Agreement or the Program shall be resolved solely on an individual basis and not as part of any class, collective, consolidated, representative, or private attorney general action. The Participant expressly waives any right to bring, participate in, or recover relief through any class action, collective action, or representative proceeding, whether in arbitration or in any court. The arbitrator shall have no authority to hear or arbitrate any class, collective, consolidated, or representative claim by the Participant and shall dismiss any such claim brought in violation of this provision. Claims may not be consolidated or coordinated with claims of other participants.

11.7 Limitation Period for Participant Claims. Participant agrees that any claim, demand, or cause of action by Participant arising out of or relating to this Agreement or the Program must be brought within one (1) year after the claim first arises. Any claim not brought within this period is permanently barred.

XII. GENERAL 

12.1 Notice. Any notice or other communication required or permitted herein shall be deemed sufficient if delivered by hand, facsimile, email, or mailed postage prepaid by certified mail, return receipt requested, addressed to the Parties at the email address or mailing address listed in the execution block of the Agreement, unless the Parties notify each other in writing of a change of the address or email for notice. Notice shall be effective upon receipt or, in the case of email, upon sending.

12.2 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Rhode Island (without regard to conflict of law principles). The courts should only be involved to seek injunctive relief or enforce arbitration. 

12.3 Complete Agreement. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Party. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. This Agreement (including the exhibits or schedules attached hereto) constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.  Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Party against whom enforcement of any such amendment, waiver, discharge or termination is sought.  

12.4 Original Document. This Agreement may be executed in any number of original and/or facsimile counterparts, each of which shall be deemed an original, but all of which together shall be deemed to constitute one (1) instrument. 

12.5 Rights. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to either party, upon any breach or default of the other Party under this Agreement, shall impair any such right, power, or remedy of either Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of either party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. 

12.6 Remedies. All remedies, either under this Agreement or by law or otherwise afforded to either Party, shall be cumulative and not alternative.  

12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.

12.8 Force Majeure. Notwithstanding anything herein contained to the contrary, neither party shall be liable to the other in damages because of any failure to perform hereunder caused by any cause beyond its control, including but not limited to natural disaster, accident, casualty, labor controversy, strikes, civil disturbance, embargo, war, epidemic or pandemic, threat of war, act of terrorism, threat of terrorism, act of God, any government ordinance or law, the issuance of any executive or judicial order. The ability to terminate this Agreement without liability pursuant to this paragraph is conditioned upon delivery of written notice to the other party setting forth the basis for such termination as soon as reasonably practical but, in no event longer than ten (10) days after learning of such basis.

12.9 No Prior Restrictive Covenants. Neither party is subject to any prior agreement, nor shall enter into any new agreement, which would restrict or prohibit any Party’s ability to perform its obligations under this Agreement. 

12.10 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

12.11 Modifications. None of the terms or provisions of this Agreement, may be changed, waived, modified, discharged, or terminated except by an instrument in writing executed by the Party against whom or which enforcement of the change, waiver, modification, discharge or termination is asserted.

12.12 No Third Party Beneficiaries. Unless otherwise permitted under this Agreement, nothing in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against any Party and no third party shall be deemed a third party beneficiary of this Agreement or any provision hereof.

12.13 Signatures. Telecopied and scanned email signatures shall be deemed originals.

12.14 Assignment. Participant may not assign, delegate, transfer, sublicense, or otherwise convey any rights or obligations under this Agreement, whether voluntarily, by operation of law, or otherwise, without the prior written consent of Consultant. Any attempted assignment or transfer by Participant in violation of this provision shall be null and void. Consultant may assign, transfer, or delegate this Agreement, in whole or in part, to any affiliate, successor, purchaser of assets, or other entity or individual providing services in connection with the Program without Participant’s consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

12.15 Acknowledgment of Terms. Participant acknowledges that Participant has read this Agreement, had the opportunity to ask questions and to seek independent legal advice prior to signing, and understands that this Agreement includes important terms regarding payment obligations, non-refundable fees, confidentiality, intellectual property, arbitration, and limitation of liability.

SCHEDULE A - FEE AND PAYMENT SCHEDULE

GUIDED PATH — PAID IN FULL: Description of Services and Fee & Payment Timing

The Guided Path includes structured, consultative support designed to assist Client in building their independent practice, including eight (8) total hours of 1:1 virtual consultation delivered as 60-minute sessions across program modules, access to all program modules, materials, and downloadable resources, and lifetime access to The Studio platform and associated content. The Guided Path also includes access to The Studio Ecosystem, including Atlas (financial systems support), Tomás (experiential leadership support), Lauren (leadership coaching sessions, as offered), legal referral resources, and one (1) complimentary hour of billing support with a third-party provider, as well as email support for questions related to program content and implementation (subject to Support Limitations) and office hours access, if available. Client acknowledges that the Guided Path is educational and consultative in nature and that all implementation, setup, and execution of systems is the sole responsibility of the Client. The total investment is $7,000 USD, with a 5% discount applied if paid in full prior to the start of services.

GUIDED PATH — PAYMENT PLAN: Description of Services and Fee & Payment Timing

The Guided Path — Payment Plan includes all services outlined in the Guided Path — Paid in Full section. The total investment is $7,000 USD, structured as a $2,000 initial deposit followed by five (5) monthly payments of $1,000 each. All payments will be automatically charged to the card on file on a recurring monthly basis. Access to program materials, sessions, platform content, and ongoing support is contingent upon maintaining an active and current payment status.

SIGNATURE PATH — PAID IN FULL: Description of Services and Fee & Payment Timing

The Signature Path includes high-touch, done-with-you support and implementation assistance, including hands-on support with business formation, credentialing, and system setup, as well as assistance with business registration, EIN, Type II NPI, and compliance-related setup; insurance credentialing with up to five (5) insurance panels; CAQH profile setup and utilization; EHR selection and configuration; clearinghouse setup and claims submission workflows; ERA and EFT enrollment; client onboarding setup (initial client panel, if any); benefits verification processes for up to ten (10) clients; claims submission, payment posting, and denial workflows; and initial claims submission support and system testing. Services also include training on all systems implemented, including billing, claims, and insurance processes; bi-weekly virtual meetings during the onboarding period; ongoing troubleshooting and implementation support during the active service period; access to all program materials, resources, and The Studio platform; and access to The Studio Ecosystem, including Atlas, Tomás, Lauren, legal referral resources, and one (1) complimentary hour of billing support. Client acknowledges that while Consultant provides implementation support, outcomes such as credentialing timelines, payer responses, and reimbursement rates are outside of Consultant’s control. The total investment is $14,000 USD, with a 5% discount applied if paid in full prior to the start of services.

SIGNATURE PATH — PAYMENT PLAN: Description of Services and Fee & Payment Timing

The Signature Path — Payment Plan includes all services outlined in the Signature Path — Paid in Full section. The total investment is $14,000 USD, structured as a $4,000 initial deposit followed by five (5) monthly payments of $2,000 each. All payments will be automatically charged to the card on file on a recurring monthly basis. Access to services, systems, platform content, and ongoing support is contingent upon maintaining an active and current payment status.

SUPPORT LIMITATIONS AND PAYMENT FAILURE: Email and messaging support is intended for clarification of program materials and brief guidance or directional support and does not include full task completion via email, ongoing real-time troubleshooting outside of scheduled sessions, or unlimited back-and-forth communication. Consultant reserves the right to redirect complex or time-intensive requests to scheduled sessions or office hours. In the event that the card on file is declined more than two (2) times, Consultant may suspend all services, platform access, and support until payment is brought current and reserves the right to terminate this Agreement at its sole discretion. Client remains responsible for any outstanding balance.