BREATHWORK CLIENT AGREEMENT

This agreement (“Agreement”), beginning today (“Effective Date”), is entered by and between you (“Client”) and Elevate High Performance Coaching LLC (“Company”), (with each party hereinafter being called individually a “Party” and jointly called the “Parties”).

WHEREAS, the purpose of this Agreement is to set out the terms and conditions for Company to provide Breathwork Services to Client and its employees.

WHEREAS, Client wishes to provide breathwork services to its employees. 

NOW, THEREFORE, the Parties hereby agree as follows:

1. SERVICES TO BE PERFORMED BY COMPANY. Company agrees to perform the following services (the “Activities”):
   • Breathwork Facilitation: Includes approximately 10 minutes of centering, 20-30 minutes of three-part breath, 10 mins of reflection, rest and recovery.

2. CLIENT’S RESPONSIBILITIES. Client agrees to take on the following responsibilities:
   • Review and honor breathwork preparation recommendations
   • Share any medical history facts that may impact breathwork
   • Show up with an open mind and open heart ready to breathe

3. PAYMENT. In consideration for the services to be performed by Company, Client agrees to pay Company amount above for the services stated in Section 1.

4. RELEASE OF LIABILITY, WAIVER AND ASSUMPTION OF RISK

• Client, and all of its participants, warrants it does not have, or have had in the past, any of the following conditions: cardiovascular disease, high blood pressure, glaucoma, retinal detachment, osteoporosis, recent physical injuries or surgeries, mental illness, seizure disorders, pregnant. If any Client or any participants do have any of the preceding conditions, they warrant that their primary care physician has released them to participate in breathwork.
• Client, and all of its participants, understands that there exists a risk of physical, mental, psychological or emotional injury, or although very rare, death, from the Activities, and although compliance with the guidance of Company may reduce this risk, the risk of such injury nevertheless does exist.
• Client, and all of its participants, fully acknowledges that they are voluntarily participating in the Activities with knowledge of the danger involved, and knowingly and freely assumes all such risks, both known and unknown, even if arising from the negligence of Company or others.
• Client, and all of its participants, agrees to comply with the stated and customary guidance and norms of participation in the Activities. If, however, it observes any unusual hazard during its presence or participation, it will immediately remove itself from participation in the Activities and bring such to the attention of the nearest official forthwith.
• Client, and all of its participants, understands and acknowledges that Company is not acting in the capacity of physicians, psychologists, or healthcare professionals, and the Activities being offered are NOT intended to treat or diagnose, and does not include treatment for or diagnosis of, any illnesses, disease or disorders, whether physical, mental, psychological or emotional.
• Client, and all of its participants, represents and certifies that it is in good health physically, mentally, psychologically and emotionally, and fully understands and acknowledges that if it were not in such good health, it would not be permitted to partake in the Activities. As such, its representation and certification that it is in good health in each of the above-enumerated ways constitutes a material term upon which Company is relying in permitting Client, and all of its participants, to partake in the Activities.

• Client, and all of its participants, on behalf of its employees, heirs, agents, representatives, parents, subsidiaries, predecessors, successors, assigns and any person or entity that it controls, forever releases, indemnifies and discharges Company and their employees, agents, representatives, team members, as well as its owners, principals, employees, agents and representatives, with respect to any and all claims Client and its employees, heirs, agents, representatives, parents, subsidiaries, predecessors, successors, assigns and any person or entity that it controls, may now have or may have in the future resulting from injury, whether physical, mental, psychological or emotional, or any loss or damage to person or property, of any kind, whether arising from the negligence of Company to the fullest extent permitted by law.

• Although this Agreement fully and completely releases Company from any and all liability of any kind and of any nature in any way connected to, arising from, or relating to the Activities at issue, Client, and all of its participants, further acknowledges and agrees that to the extent that Client, and all of its participants, violates the plain terms of this Agreement by filing a claim, suit or other action against Company, any such claim, suit or other action shall be filed solely and exclusively before the American Arbitration Association, as governed by the Commercial Rules of Arbitration, with the initiating party bearing the fees and costs associated with arbitration, and with the prevailing party entitled to recover reasonable attorneys’ fees and costs associated with the arbitration. Any legal or equitable claim that may arise from participation in the above shall be resolved under Michigan law.
• By signing this agreement, Client, and all of its participants, acknowledges the contagious nature of COVID-19 and voluntarily assumes the risk that Client, and all of its participants, or its child(ren) may be exposed to or infected by COVID-19 by participating in breathwork with Company and that such exposure or infection may result in personal injury, illness, permanent disability, and death. Client, and all of its participants, understands that the risk of becoming exposed to or infected by COVID-19 during the Activities may result from the actions, omissions, or negligence of myself and others, including, but not limited to, employees, agents, independent contractors, affiliates, successors and assigns

5. INDEPENDENT CONTRACTOR STATUS. Company is an independent contractor and will not make any claim as an employee or any benefits employees are entitled to.

6. BENEFITS. Company understands that it is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.

7. UNEMPLOYMENT COMPENSATION. Client shall make no state or federal unemployment compensation payments on behalf of Company. Company will not be entitled to these benefits in connection with work performed under this Agreement.

8. STATE AND FEDERAL TAXES.
   • Client will not:
     1. withhold FICA (Social Security and Medicare taxes) from Company’s payments or make FICA payments on Company's behalf
     2. make state or federal unemployment compensation contributions on Company's behalf, or
     3. withhold state or federal income tax from Company's payments.

• Company shall:
  1. pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and self-employment taxes.

9. INTELLECTUAL PROPERTY. Company agrees that any works created in connection with this Agreement will be the property of Company.
10. CONFIDENTIALITY
    • "Confidential Information" means any information that is treated as confidential by a party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential.” Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
    • The Receiving Party agrees:
      1. Not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its Affiliates, and their officers, employees, consultants, and legal advisors who have a "need to know", who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section.
      2. To use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services and Deliverables; and
      3. To immediately notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.

• If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide:
  1. Prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
  2. Reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
• Survival: This section shall survive the termination of this Agreement until the Confidential Information becomes well known industry practice or disclosed at large by the Disclosing Party. Whether the Confidential Information has been disclosed at large is at the discretion of the Disclosing Party.
• Return of Confidential Information: Upon termination of this agreement, the Receiving Party must immediately return all Confidential Information, copies thereof, or anything related to Confidential Information to the Disclosing Party.

11. NON-SOLICITATION

• During the term of this Agreement and for a period of twelve (12) months after the earlier of its termination, expiration or the completion of the Scope thereunder, the parties agree that they will not directly or indirectly solicit for hire any employee of the other party that worked under such Scope without the express written consent of the other party, provided that compliance with this provision shall not require any party to violate applicable law.  Both Parties agree that, if this provision were breached, the other party would incur damages that would be difficult to calculate.  Therefore, in the event that any such solicitation in violation of this provision, the breaching party shall pay to the other party, as liquidated damages based on the reasonable current estimate of the parties and not as a penalty, a sum equal to fifty percent (50%) of the total annual base compensation paid to the affected individual(s) by the breaching party. Notwithstanding the foregoing restrictions in this provision, a party’s general solicitation of employees (through, for example, advertisements in newspapers, magazines, trade journals or on the internet) will not be a violation of this provision nor will a party’s hiring of personnel of the other party who corresponds to such a general solicitation be a violation of this provision.
• During the term of this Agreement and for a period of twelve (12) months after the earlier of its termination, expiration or the completion of the Scope thereunder, Company agrees it will not directly or indirectly solicit for hire any client of the Client for any matter on which is performed work, provided that compliance with this provision shall not require any party to violate applicable law. Both Parties agree that, if this provision were breached, the other party would incur damages that would be difficult to calculate.  Therefore, in the event that any such solicitation in violation of this provision, the Client shall pay to the Company, as liquidated damages based on the reasonable current estimate of the parties and not as a penalty, a sum equal to fifty percent (50%) of the total annual base revenue paid to Company by the client.

12. TERM AND TERMINATION.
    • The term of this Agreement shall commence upon Term. The term of this Agreement shall commence upon the Effective Date and continue through the date in which the Services are completed.
    • Company may terminate this Agreement at any time.

13. REPRESENTATIONS AND WARRANTIES.
    • The Parties each represents that it has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under this Agreement;
    • Company represents it has the required skill, experience, and qualifications to perform the Services;
    • Company represents it shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services;

14. CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY AND ITS AFFILIATES FROM AND AGAINST ANY CLAIMS, JUDGMENTS, DAMAGES, LIABILITIES, SETTLEMENTS, LOSSES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS, ARISING FROM OR RELATING TO ANY BREACH BY COMPANY OF ITS REPRESENTATION OR WARRANTIES.

15. ASSIGNMENT AND DELEGATION. Client may not assign any rights or delegate any of its duties under this Agreement without Company's prior written approval.

16. DISPUTE RESOLUTION. If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in the State of Michigan. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in the State of Michigan. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.

17. CHOICE OF LAW. This Agreement and the interpretation of its terms shall be governed by the State of Michigan and construed in accordance with the laws of Michigan and subject to the exclusive jurisdiction of the federal and state courts located in Michigan.

18. MODIFICATION. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.

19. ENFORCEABILITY. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.