WELLNEST MEDICINE LLC

MASTER COACHING SERVICES AGREEMENT & INFORMED CONSENT

Professional Coaching for Physicians

This Master Coaching Services Agreement ("Agreement") is between WellNEST Medicine LLC ("WellNEST") and the individual enrolling in or receiving coaching services ("Participant" or "you").

By electronically accepting this Agreement, you acknowledge that you have read, understood and voluntarily agreed to its terms.

1. PURPOSE AND NATURE OF COACHING

WellNEST provides individualized, physician-led professional coaching and general wellness-oriented coaching.

Coaching offers a collaborative, respectful and supportive environment for professional reflection, personal development, self-awareness, goal clarification, accountability and exploration of strategies that may support professional fulfillment and sustainable well-being.

Coaching is participant-directed. Your coach facilitates reflection, exploration and goal development while you retain responsibility for your personal decisions, professional judgment and actions.

Participation is voluntary.

The contractual relationship for services is exclusively between you and WellNEST Medicine LLC. Physician coaches provide services on behalf of WellNEST and are not separate contracting parties under this Agreement.

2. COACHING SERVICES AND YOUR COACH'S ROLE

Coaching may address:

  • Professional development, career exploration and transitions.

  • Leadership, communication and professional relationships.

  • Values clarification, self-awareness and personal growth.

  • Goal setting, accountability and decision-making.

  • Resilience, stress-management strategies and general wellness.

  • Work-life integration and professional fulfillment.

The specific focus is guided by your priorities and may evolve throughout the engagement.

What to Expect

Your coach facilitates a collaborative process designed to help you explore your current circumstances and move toward personally meaningful goals.

Your coach may:

  • Help identify an area of focus and clarify what meaningful progress might look like.

  • Provide a respectful, supportive and nonjudgmental environment.

  • Listen actively and use thoughtful questions and observations.

  • Offer reflections and perspectives to support self-discovery.

  • Facilitate exploration of challenges, opportunities and potential next steps.

  • Support goal clarification, accountability and ongoing reflection.

The coaching process is intended to facilitate your own insights and decisions rather than direct you toward predetermined answers.

Coaching Boundaries

Coaching is a facilitative professional relationship, not a mentorship, consulting or advisory engagement.

Your coach does not make decisions on your behalf, prescribe solutions, direct your professional judgment or assume responsibility for your personal or professional outcomes.

Although coaches may draw upon their professional experience to offer observations and facilitate exploration, services remain within the nonclinical coaching scope.

You remain the decision-maker and determine which insights or actions, if any, are appropriate.

3. NONCLINICAL SCOPE AND INFORMED CONSENT

All services provided under this Agreement are strictly nonclinical.

Coaching does not include:

  • Medical diagnosis, evaluation or treatment.

  • Medical consultations or clinical care.

  • Prescribing or medication recommendations.

  • Psychiatric diagnosis or treatment.

  • Psychotherapy or mental health counseling.

  • Clinical supervision or fitness-for-duty evaluations.

  • Medical testing, interpretation or treatment planning.

  • Emergency, crisis intervention or medical management services.

Coaching does not establish a physician-patient or other treating healthcare professional relationship.

Coaching is not a substitute for independent medical care, mental health treatment, psychotherapy or other qualified professional services.

The professional background of a physician coach does not change the nature or scope of the services provided through WellNEST.

4. PSYCHOLOGICAL CONCERNS AND EMERGENCY RESOURCES

Coaching is not designed to assess, diagnose or treat psychological conditions or provide crisis intervention.

Participants experiencing significant psychological distress, depression, anxiety, suicidal thoughts or other concerns requiring clinical attention should seek evaluation and care from an appropriately qualified independent professional.

If you experience suicidal thoughts, feel unable to maintain immediate safety or believe you may harm yourself or another person, seek immediate assistance rather than relying on coaching communications.

U.S. resources include:

  • 988 Suicide & Crisis Lifeline: Call or text 988 for free, confidential crisis support, available 24 hours a day.

  • 911: Call 911 or proceed to the nearest emergency department when there is immediate danger or an emergency requiring urgent assistance.

  • Independent professional care: Contact an established treating physician, psychiatrist or qualified mental health professional for assessment and ongoing care.

WellNEST is not an emergency or crisis intervention service. Coaching communications are not continuously monitored for urgent safety concerns, and coaches do not provide ongoing crisis monitoring.

You agree to seek appropriate independent professional assistance when clinical or emergency care is needed.

5. WELLNEST RESPONSIBILITIES AND SERVICE STANDARDS

WellNEST is committed to providing a professional, respectful and participant-centered coaching experience.

WellNEST will make reasonable efforts to:

  • Provide services consistent with the selected offering.

  • Assign coaches who meet established program eligibility and competency standards.

  • Maintain appropriate professional boundaries and coaching practices.

  • Respect Participant autonomy and individual perspectives.

  • Protect Participant information through reasonable privacy and security safeguards.

  • Communicate material scheduling or service changes.

  • Provide a reasonable process for addressing concerns and coach compatibility.

  • Identify requests outside the program's scope and recommend appropriate independent resources when warranted.

Coach eligibility standards may include verification of professional credentials, relevant experience, coaching education or training, demonstrated competency, program orientation and professional conduct expectations.

Coaches are expected to work within their demonstrated competencies and disclose or appropriately manage material conflicts of interest.

WellNEST does not guarantee particular personal, professional, financial, career or wellness outcomes.

6. PARTICIPANT RESPONSIBILITIES

You agree to:

  • Participate voluntarily and engage in good faith.

  • Communicate respectfully and honestly.

  • Identify personally meaningful priorities and goals.

  • Maintain appropriate professional boundaries.

  • Take responsibility for personal decisions, actions and outcomes.

  • Respect the confidentiality of other participants, when applicable.

  • Avoid disclosing identifiable patient information or confidential third-party information.

  • Provide accurate information reasonably necessary for program administration.

  • Follow applicable scheduling and payment requirements.

  • Seek independent professional assistance when specialized services are needed.

Coaching requires personal engagement and does not transfer responsibility for personal or professional decisions to WellNEST or its coaches.

7. SERVICE DELIVERY: VIRTUAL AND IN-PERSON COACHING

WellNEST may provide coaching through virtual sessions, in-person sessions or a combination, depending on the selected offering and mutually agreed scheduling arrangements.

Virtual Coaching

Virtual sessions are conducted through designated electronic meeting platforms.

You agree to:

  • Use a reasonably private environment appropriate for confidential conversation.

  • Take reasonable precautions to protect the privacy of the session.

  • Maintain a suitable internet connection and compatible device.

  • Avoid participating while driving or otherwise engaged in activities that compromise safety or meaningful participation.

  • Avoid recording, photographing, transmitting or independently transcribing sessions without prior written consent of all required participants.

WellNEST is not responsible for interruptions caused by circumstances outside its reasonable control, including Participant internet connectivity or third-party platform outages.

If a material interruption prevents meaningful completion of a session, WellNEST will consider reasonable rescheduling, replacement time or other appropriate arrangements.

In-Person Coaching

In-person sessions will take place at a location mutually agreed upon before the appointment.

You are responsible for transportation and personal belongings. Additional location, travel or related charges must be disclosed and accepted in advance.

Participants are expected to arrive on time and conduct themselves respectfully and professionally.

Session Timing

Sessions are scheduled for the duration specified in the selected offering.

Late arrival by the Participant does not automatically extend the scheduled session or entitle the Participant to replacement time. The coach may conclude at the originally scheduled end time, subject to availability and reasonable accommodation.

If a coach causes a material delay or interruption, WellNEST will make reasonable efforts to provide an appropriate adjustment, replacement time, rescheduling or credit.

8. SCHEDULING, LATE CANCELLATIONS AND MISSED SESSIONS

Sessions are subject to scheduling and coach availability.

A minimum of 24 hours' notice is required to cancel or reschedule a coaching session.

Cancellations received with less than 24 hours' notice and missed appointments (no-shows) will be considered completed sessions, subject to applicable law and exceptions described below.

  • Prepaid packages: The session will be deducted from the available session balance without refund, credit or replacement.

  • Individual or separately billed sessions: The applicable session fee, disclosed before booking, remains payable according to the accepted payment terms.

Exceptions may be considered at WellNEST's discretion for emergencies or circumstances reasonably beyond the Participant's control.

Sessions canceled by WellNEST or the assigned coach will be rescheduled or credited without penalty.

By scheduling a session, you acknowledge and agree to this policy.

9. FEES, PAYMENT AND REFUNDS

You agree to pay the fees disclosed and authorized at purchase.

The applicable purchase confirmation will identify the selected services, price, number of sessions, payment frequency, recurring billing authorization, package validity and applicable refund terms.

Recurring payments will be processed according to the billing authorization accepted at purchase.

Cancellation of future recurring payments will be handled through the disclosed cancellation method and in accordance with applicable law.

Prepaid packages are subject to their disclosed validity periods and purchase terms.

Unused sessions, extensions, transfers and refunds will be handled according to the applicable Purchase Terms and law.

Additional services not included in the selected offering require separate agreement and will be charged at rates disclosed and accepted before provision.

No unauthorized additional charges will be imposed.

Nothing in this Agreement limits refund rights or other consumer protections provided by applicable law.

10. TERMINATION, DISCONTINUATION AND REASSIGNMENT

Either party may discontinue the coaching relationship by providing notice through WellNEST's designated communication channels.

WellNEST may discontinue or modify services when reasonably necessary for legitimate professional, operational or business reasons, including:

  • Coach availability or program capacity.

  • Unmanageable conflicts of interest.

  • Repeated inappropriate conduct.

  • Requests for services outside the program's scope.

  • Material violations of program requirements.

  • Other legitimate circumstances affecting appropriate service delivery.

WellNEST will make reasonable efforts to communicate material changes and offer reassignment or an appropriate alternative when feasible.

You may request a different coach. Reassignment requests will be considered in good faith, subject to coach availability and program capacity.

If WellNEST cannot reasonably provide a suitable alternative or discontinues purchased services, unused prepaid services will be addressed through an appropriate alternative or refund, subject to applicable purchase terms and law.

Outstanding payment obligations for services properly provided remain payable.

11. CONFIDENTIALITY, PRIVACY AND RECORDS

WellNEST recognizes that confidentiality and trust are important to the coaching relationship.

WellNEST will use reasonable administrative, technical and organizational safeguards to protect Participant information.

Individual coaching communications will not routinely be disclosed to employers, hospitals, medical groups, colleagues or other third parties without appropriate authorization or another valid legal basis.

Confidentiality may be limited by:

  • Legally enforceable disclosure requirements.

  • Applicable mandatory reporting obligations.

  • Serious and imminent safety concerns where disclosure is legally permitted or required.

  • Participant authorization.

  • Other disclosures permitted or required by law.

Where legally permissible, disclosures will be limited to information reasonably necessary for the applicable purpose.

Coaching communications are not necessarily protected by physician-patient privilege, psychotherapist privilege or other evidentiary privileges.

WellNEST may maintain reasonable administrative and coaching records for service delivery, scheduling, payment, program administration, quality improvement and legal compliance.

Coaching records are business records associated with the coaching relationship and are not intended to document clinical assessment or treatment.

Coaching sessions will not be recorded or transcribed by WellNEST without prior written consent of all required participants.

You agree not to disclose identifiable patient information or confidential third-party information during coaching.

WellNEST's separate Privacy Notice describes its information collection, use, storage, retention and disclosure practices.

12. PROFESSIONAL BOUNDARIES AND CONFLICTS OF INTEREST

The coaching relationship is intended to remain separate from medical treatment, employment supervision, credentialing, disciplinary proceedings and professional performance evaluations.

Coaches will not knowingly use the coaching relationship for inappropriate personal, financial or professional advantage.

Material actual or reasonably apparent conflicts of interest will be disclosed and appropriately addressed.

If a conflict cannot reasonably be managed, WellNEST may arrange reassignment or discontinue the coaching relationship, subject to applicable purchase terms and law.

13. PROPRIETARY MATERIALS AND INTELLECTUAL PROPERTY

WellNEST's names, logos, branding, coaching frameworks, methodologies, program structures, written materials, worksheets, assessments, educational content and other proprietary resources remain the property of WellNEST or their respective rights holders.

You receive a limited, personal, nonexclusive and nontransferable right to use materials provided during participation solely for personal development in connection with the purchased coaching services.

Without prior written authorization, you may not:

  • Reproduce, distribute, publish, sell, sublicense, transfer or commercially exploit proprietary materials.

  • Use proprietary frameworks or materials to create or market competing commercial services.

  • Represent WellNEST's proprietary materials as your original work.

  • Remove proprietary notices or ownership designations.

Nothing in this section transfers ownership of your independently developed ideas, personal reflections or original work. You retain rights in your own contributions, subject to separately agreed permissions.

14. COMPLAINTS AND DISPUTE RESOLUTION

Participants may submit concerns regarding services, coach compatibility, professional conduct, billing or privacy through WellNEST's published website contact channels.

WellNEST will make reasonable efforts to acknowledge complaints within five business days and communicate an appropriate response or expected resolution timeframe.

The parties are encouraged to attempt good-faith informal resolution of disputes.

If a dispute cannot reasonably be resolved informally, the parties agree to consider mediation in Arizona with a mutually acceptable mediator before pursuing litigation, except where immediate legal relief is necessary or applicable law provides otherwise.

Nothing in this section restricts either party's right to report concerns to appropriate regulatory authorities or exercise legally protected rights.

15. GENERAL LEGAL TERMS

Governing Law and Venue. This Agreement is governed by the laws of the State of Arizona, subject to applicable federal law and mandatory legal requirements. Subject to applicable jurisdictional requirements, legal proceedings will be brought in a court of competent jurisdiction in Arizona.

Attorney Fees. Reasonable attorney fees and costs may be awarded as permitted by applicable law.

Limitation of Certain Damages. To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages arising from this Agreement. This provision does not exclude liability for fraud, intentional misconduct, gross negligence, obligations that cannot legally be limited or other claims for which exclusion is prohibited by law.

Nothing in this Agreement releases WellNEST or any coach from liability for their own negligence, professional misconduct or other legally actionable conduct.

Entire Agreement. This Agreement and the applicable Purchase Terms constitute the agreement between you and WellNEST concerning the coaching services. The separate Privacy Notice describes WellNEST's privacy practices and is provided as a disclosure.

Amendments. Material amendments must be documented and accepted in writing. Changes will not retroactively reduce purchased services or materially diminish Participant rights without appropriate notice and agreement.

Severability. If a provision is determined to be unenforceable, the remaining provisions will remain effective to the extent permitted by law.

No Waiver. Failure to enforce a provision does not constitute a waiver of future enforcement.

Assignment. Neither party may assign this Agreement without appropriate written consent, except as permitted by applicable law.

Electronic Acceptance. The parties agree that electronic records and signatures may be used to execute and retain this Agreement to the extent permitted by applicable law.

16. PARTICIPANT ACKNOWLEDGMENT AND INFORMED CONSENT

By electronically accepting this Agreement, I acknowledge and affirm that:

  • I have read and understand the purpose and nature of the coaching relationship with WellNEST Medicine LLC.

  • My participation is voluntary.

  • I understand that services are strictly nonclinical and do not establish a treating healthcare relationship.

  • I understand that coaching is not medical treatment, psychotherapy, clinical consultation or a substitute for independent professional care.

  • I understand that coaching facilitates my own reflection, discovery and decisions rather than providing mentorship, consulting or predetermined solutions.

  • I understand that coaching outcomes are not guaranteed.

  • I retain responsibility for my decisions, actions and professional judgment.

  • I understand the confidentiality provisions and their limitations.

  • I understand that coaching is not an emergency or crisis intervention service and know how to access appropriate emergency and mental health resources.

  • I have been provided access to the Privacy Notice and applicable Purchase Terms.

  • I understand the applicable fees, billing, scheduling, delivery format, cancellation and refund terms, including the 24-hour cancellation policy.

  • I have had an opportunity to review this Agreement and ask questions before acceptance.

  • I voluntarily consent to participate under these terms.

Electronic acceptance constitutes my acknowledgment and agreement to this Agreement.

WELLNEST MEDICINE LLC