Fitness Curves

Fitness Curves

This Business Agreement (the "Agreement") is made as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). The Client and Provider are each a "Party" and together the "Parties."

Recitals

WHEREAS, the Provider is engaged in the business of developing individualized performance models and analytics commonly referred to as "fitness curves," which map physiological and performance metrics to training progressions; and

WHEREAS, the Client desires to engage the Provider to develop, deliver and, where applicable, maintain fitness curves and related deliverables to inform the Client's training program, and the Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Scope of Work

Deliverables shall include development of individualized fitness curves, a written summary of parameter assumptions and, if selected, a graphical representation suitable for print and digital formats. Final deliverables will be deemed accepted when the Client provides written approval or fails to provide written rejection within ten (10) calendar days after delivery.

2. Payment Terms

Unless otherwise agreed in writing, a non-refundable deposit equal to twenty percent (20%) of the Total Fee is due upon execution of this Agreement. Remaining fees shall be invoiced according to the Payment Schedule. All amounts are payable in U.S. dollars within thirty (30) days of invoice date.

Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), plus all reasonable collection costs.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice. Termination by the Client for convenience prior to delivery of final deliverables shall require payment for work performed to date and reasonable wind‑down costs.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to raw and processed performance data, model parameters, algorithms, and business terms of this Agreement. The receiving Party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents and contractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully known to the receiving Party prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the other Party’s Confidential Information. The obligations in this Section shall survive termination of this Agreement for three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

5. Limitation of Liability and Indemnification

Each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by the Client to the Provider under this Agreement. Neither Party shall be liable for indirect, incidental, consequential, special or punitive damages. The Client agrees to indemnify and hold the Provider harmless from third-party claims arising from the Client's misuse of delivered fitness curves, except to the extent caused by the Provider's gross negligence or willful misconduct.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that State.

7. Entire Agreement

This Agreement, including all schedules, exhibits and appendices expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both Parties.

8. Notices

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship.

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