HPP Foundations Agreement
HIGH PERFORMANCE PRACTICE: FOUNDATIONS PROGRAM
Client Coaching Agreement
1. Parties and Acceptance. This Agreement is between Healthcare Elevation Partners, LLC ("HEP") and the individual completing checkout, together with any practice or entity on whose behalf that individual enrolls (together, "Client" or "you"). You accept this Agreement by checking the acceptance box and completing your purchase, which serves as your electronic signature. If you enroll on behalf of a practice or other entity, you represent that you have authority to bind it. You and that entity are jointly and severally responsible for all fees. You represent that you are purchasing this program for business and professional purposes, not personal, family, or household purposes.
2. Program Description. The program is a 12-week, one-on-one coaching engagement delivered virtually by LynAnn Weaver. It consists of one 90-minute kickoff session and eleven weekly coaching sessions. Between-session support consists of email support, playbooks, and training videos (when applicable). Program deliverables are as described on the checkout page at the time of purchase, which is incorporated into this Agreement. HEP will not substitute another coach without your written consent. If LynAnn Weaver is unable to deliver sessions for an extended period, HEP will reschedule them within the Program Window. If rescheduling is not possible, HEP will refund the pro-rata value of undelivered sessions.
3. Fees and Payment.
3.1 Pay in full: $15,000, due on the date of purchase.
3.2 Installment plan: $16,500 total, which is $1,500 more than the pay-in-full price, payable in three payments of $5,500. The first payment is due on the date of purchase, and each remaining payment is due every 30 days after the date of purchase.
3.3 Commitment: You are purchasing the entire program. The full program fee is owed whether or not you attend, use, or complete the sessions, except as provided in Sections 4, 5.5, and 5.6.
3.4 Card authorization: You authorize HEP to charge your payment method on file on each due date.
3.5 Failed or late payments: If a payment fails and is not resolved within 7 days after HEP's notice, HEP may pause sessions. If it is not resolved within 15 days, HEP may declare the remaining balance immediately due and/or terminate this Agreement. You are responsible for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.
4. REFUND POLICY. BECAUSE HEP RESERVES LIMITED COACHING CAPACITY FOR YOU AND BEGINS DELIVERING PROPRIETARY MATERIALS AT THE START OF THE PROGRAM, ALL FEES ARE NON-REFUNDABLE. NO REFUND OR CREDIT WILL BE GIVEN FOR YOUR DECISION TO WITHDRAW, FOR MISSED OR FORFEITED SESSIONS, FOR NON-USE, OR FOR DISSATISFACTION WITH RESULTS. The only exceptions are refunds under Sections 5.5 and 5.6, and the following: if HEP materially fails to deliver the program and does not cure the failure within 15 days after your written notice, HEP will refund the pro-rata value of undelivered sessions, and that refund is your exclusive remedy.
5. Program Window, Scheduling, and Termination.
5.1 Program Window: The Program Window begins on the date of purchase and ends 24 weeks later. Completion within 12 weeks of the kickoff session is recommended. Sessions not used within the Program Window expire without refund.
5.2 Rescheduling: You must give at least 24 hours' notice to reschedule a session. A session missed without 24 hours' notice may be forfeited and counts as delivered. If you arrive late, the session still ends at its scheduled time. HEP will reschedule any session it cancels at no cost to you.
5.3 No-shows: After two missed sessions without notice, HEP may terminate this Agreement on written notice.
5.4 Termination by HEP for cause: HEP may terminate this Agreement for any of the following:
- nonpayment under Section 3.5
- breach of Sections 9, 10, or 11
- abusive, harassing, or unlawful conduct toward HEP
- a material misrepresentation under Section 6.3
5.5 Termination by HEP without cause: HEP may terminate without cause at any time. If it does, HEP will refund the pro-rata value of any paid but undelivered sessions, and no further installment payments will be due.
5.6 Patient safety and reputational concerns: HEP may terminate this Agreement on written notice if HEP reasonably determines that continuing the engagement would be inconsistent with patient safety or would harm HEP's reputation. Situations that may lead to this determination include the following:
- (a) You or your practice recommend, promote, prescribe, or provide a drug, device, product, or service in a manner HEP reasonably believes poses a risk to patient safety. This includes a drug, device, product, or service that is the subject of a regulatory safety action, a recall, or widespread litigation alleging patient harm.
- (b) You or a provider in your practice become the subject of a lawsuit, licensing board action, government investigation, or criminal charge alleging wrongful death, patient harm, or conduct that raises a reasonable concern about patient safety.
- (c) You or a provider in your practice are excluded, suspended, or debarred from any federal or state health care program, or have a professional license suspended, revoked, or restricted.
A termination under this Section is not a finding of wrongdoing, and HEP will not publicly state the reason for it. HEP will refund the pro-rata value of any paid but undelivered sessions, and no further installment payments will be due.
5.7 Effect of termination: If HEP terminates under Sections 5.3 or 5.4, no refund is owed and any unpaid program fees remain due. The parties agree that the program fee is a fixed price for reserved capacity and not a penalty.
6. Your Responsibilities, No Guarantee of Results, and Representations.
6.1 Standard of service: HEP will provide coaching with reasonable professional skill and care.
6.2 No guarantee: Outcomes depend on factors outside HEP's control, including your effort, attention, and implementation, your employer's policies, your payer mix, staffing, and market conditions. HEP does not guarantee any specific result, including revenue, patient volume, productivity, RVUs, compensation, or promotion. Case studies and testimonials reflect individual experiences and are not promises or typical results. You confirm that you have not relied on any promise or representation that is not written in this Agreement.
6.3 Representations: You represent that, as of the date of purchase, you are not excluded from any federal or state health care program, and that any professional license you hold is in good standing. You will notify HEP promptly if either statement changes.
7. Not Professional Advice. Coaching is educational and strategic. It is not legal, financial, tax, medical, clinical, billing, coding, or compliance advice. HEP does not advise on the Stark Law, the Anti-Kickback Statute, HIPAA, payer contracting, employment agreements, or medical staff matters. HEP does not create or facilitate any arrangement involving compensation for referrals. This Agreement does not create an attorney-client, fiduciary, or employment relationship. You remain solely responsible for your professional, clinical, and regulatory obligations and should consult qualified advisors.
8. Protected Health Information. Because sessions are recorded, you agree not to share protected health information (PHI) with HEP. Use only de-identified information in sessions, emails, and materials. HEP is not your business associate. If you share PHI inadvertently, notify HEP and HEP will delete it. If your use of the program would require sharing PHI, a business associate agreement must be signed before any PHI is shared.
9. Confidentiality.
9.1 Your information: HEP will keep your non-public business and personal information confidential and will not publicly disclose your identity or participation without your written consent.
9.2 HEP's information: You will keep HEP's non-public materials and methods confidential.
9.3 Exceptions: This Section does not apply to information that is public, already known to the recipient, independently developed, or required to be disclosed by law. A party required by law to disclose information will give the other party prompt notice where permitted.
9.4 Duration: These obligations last during the program and for three years afterward. Obligations covering trade secrets last for as long as the information remains a trade secret.
10. Intellectual Property and License.
10.1 Ownership: All HEP materials, frameworks, templates, playbooks, training videos, recordings, and strategies are HEP's intellectual property.
10.2 License: HEP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use them for your practice's internal purposes.
10.3 Restrictions: You may not share, copy, distribute, teach, adapt for resale, or resell them, in whole or in part.
10.4 Your content: Materials you create about your own practice remain yours. HEP may use de-identified, aggregated insights to improve its services.
10.5 Remedies: Unauthorized use or disclosure is a material breach and may result in immediate termination without refund. HEP may pursue all available remedies through the process in Section 19, including emergency relief.
11. Session Recording. All sessions are recorded so you can reference the content to support your continued growth. By accepting this Agreement, you consent to the recording of every session. You are responsible for informing anyone you invite to a session that it will be recorded. Recordings are HEP's intellectual property under Section 10. They are provided for your personal reference only and may not be shared or distributed. You may not make your own recording of any session without HEP's written consent. HEP will make recordings available to you during the Program Window and may retain or delete them after it ends.
12. Reviews and Public Statements.
12.1 Limits: You agree not to publish HEP's confidential information or proprietary materials, statements you know to be false or that are defamatory, or information about other HEP clients.
12.2 HEP's commitment: HEP will not make disparaging statements about you and will not identify you publicly without your consent.
12.3 Concerns: We invite you to bring any concern directly to HEP at [email protected] so we can address it. We will respond within five business days.
13. Testimonials. HEP will not use your name, likeness, quotes, or results without your separate written consent. You may revoke that consent for future use at any time.
14. Affiliate Relationships. HEP is an affiliate of Vital Neuro and may receive compensation if you purchase Vital Neuro products. HEP recommends Vital Neuro products only when HEP believes they fit your specific needs. HEP may also have affiliate relationships with other third-party products or services it recommends, and it will disclose any such relationship when it makes the recommendation. Any third-party product is optional, is not required to participate in or benefit from the program, and is governed by that provider's own terms. HEP is not responsible for third-party products or services.
15. Continuation. In week 11, you may choose to continue with ongoing support under a separate written agreement. Nothing in this Agreement renews or continues automatically.
16. Payment Disputes. Before starting any payment dispute or chargeback, you agree to contact HEP at [email protected] and allow 10 business days for resolution. This does not waive any right you have by law. HEP may provide this Agreement, your electronic acceptance, and session records to your card issuer in response to a dispute. HEP may pause services while a dispute is pending.
17. LIMITATION OF LIABILITY AND DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PROGRAM IS PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND. HEP'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES YOU ACTUALLY PAID. HEP IS NOT LIABLE FOR LOST PROFITS, LOST REVENUE, OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THESE LIMITS DO NOT APPLY TO FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR WHERE PROHIBITED BY LAW.
18. INDEMNIFICATION. YOU WILL INDEMNIFY AND DEFEND HEP AGAINST THIRD-PARTY CLAIMS ARISING FROM YOUR PRACTICE OPERATIONS, PATIENT CARE, REGULATORY COMPLIANCE, OR BREACH OF THIS AGREEMENT. THIS OBLIGATION DOES NOT APPLY TO THE EXTENT A CLAIM IS CAUSED BY HEP'S NEGLIGENCE OR WILLFUL MISCONDUCT.
19. Dispute Resolution by Binding Arbitration.
19.1 Direct resolution first: The party raising a dispute or concern will give the other party written notice describing it. Both parties will then work in good faith for 30 days to resolve it directly.
19.2 Binding arbitration: Any dispute arising from or relating to this Agreement or the program that is not resolved within that 30-day period will be resolved exclusively by final and binding arbitration. The American Arbitration Association will administer the arbitration under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will take place in Travis County, Texas, or by videoconference if the arbitrator permits. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court with jurisdiction.
19.3 Emergency relief: Either party may seek emergency relief, including protection of HEP's intellectual property and confidential information, through the emergency measures available under those rules.
19.4 Individual claims only: Claims may be brought only individually, not as part of a class or representative action.
19.5 Fees: The prevailing party is entitled to reasonable attorneys' fees and costs.
19.6 Governing law: Texas law governs this Agreement.
19.7 WAIVER: YOU AND HEP EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO BRING CLAIMS IN COURT, EXCEPT TO ENFORCE AN ARBITRATION AWARD.
20. Force Majeure. Neither party is liable for a delay caused by events beyond its reasonable control. Affected sessions will be rescheduled, and the Program Window will be extended by the length of the delay.
21. Independent Relationship. HEP is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.
22. Notices. Notices to you will be sent to the email address you provide at checkout. Notices to HEP must be sent to [email protected].
23. General Provisions.
23.1 Entire agreement: This Agreement, together with the program description on the checkout page at the time of purchase, is the entire agreement between the parties. If the two conflict, this Agreement controls.
23.2 Amendments and waivers: Amendments must be in writing and signed by both parties. A failure to enforce a provision is not a waiver of it.
23.3 Severability: If any provision is unenforceable, it will be enforced to the maximum extent permitted, and the rest of this Agreement remains in effect.
23.4 Assignment: You may not assign this Agreement. HEP may assign it to a successor.
23.5 Survival: Sections 3, 4, 5.7, 6 through 13, and 16 through 19 survive termination.
Acknowledgment (checkout checkbox):
☐ I have read and agree to this Agreement. I understand that all fees are non-refundable except as stated in Sections 4, 5.5, and 5.6, that HEP does not guarantee results, that all sessions are recorded, that disputes are resolved by binding arbitration, and that I am purchasing for business purposes.