Fitness Program StretchU

GENERAL BUSINESS AGREEMENT — FITNESS PROGRAM STRETCHU

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at (hereinafter "Provider"), and Client Name: residing at (hereinafter "Client"). Provider and Client are sometimes individually referred to as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Provider operates a professional fitness and assisted-stretch program marketed under the name "StretchU" and possesses the professional staff, facilities, equipment, and expertise to provide individualized stretching, mobility, and related fitness services;

WHEREAS, Client desires to engage Provider to deliver the StretchU fitness program and related services described in this Agreement, and Provider is willing to provide such services to Client under the terms and conditions set forth herein;

WHEREAS, the Parties intend that this Agreement set forth the full understanding between them regarding the provision of the StretchU program, payment, confidentiality, risk allocation, and the Parties' respective duties and remedies.

SCOPE OF WORK

Provider shall perform the services described below and in any attachments or schedules incorporated by reference. Provider shall exercise commercially reasonable skill and care in the provision of services and shall use qualified personnel and suitable equipment. Client shall follow Provider's reasonable instructions and disclose any medical conditions that could affect participation.

PAYMENT TERMS

Client agrees to pay Provider the fees set forth below in consideration for the services. Fees are exclusive of any sales, use, value-added, or other taxes that may apply; such taxes are the responsibility of Client.

If Client fails to make any payment when due, Provider may suspend services upon ten (10) days' prior written notice and shall be entitled to recover collection costs, including reasonable attorneys' fees, in addition to any late fees stated above.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the intended termination date. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination, including but not limited to confidentiality, indemnification, and governing law, shall survive.

CONFIDENTIALITY

"Confidential Information" means any non-public business, technical, financial or personal information disclosed by one Party to the other, whether orally, in writing or electronically, including program methodologies, client records (excluding information already in the public domain), and pricing. The receiving Party shall (a) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations in this section shall not apply to information that (i) is or becomes publicly available through no fault of the receiving Party; (ii) was rightfully known to the receiving Party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by the receiving Party without reference to Confidential Information. A Party may disclose Confidential Information if required by law or court order, provided it gives the other Party prior written notice to seek a protective order where permitted.

REPRESENTATIONS, WARRANTIES AND ASSUMPTION OF RISK

Client represents and warrants that Client has no physical condition that would preclude participation in the StretchU program, and Client will notify Provider in writing of any change in medical condition. Client assumes all risks associated with participation in fitness activities, acknowledges that Provider is not a medical professional, and agrees to seek physician clearance when recommended by Provider.

Client affirms they have been cleared by a physician or have no medical restrictions preventing participation in the program.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the same subject matter. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all Provider's assets. Headings are for convenience only and do not affect interpretation.

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