Fitness Punch Walk Template

FITNESS PUNCH WALK AGREEMENT

This Fitness Punch Walk Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Provider operates walking and low-impact fitness programs and offers transferable punch-pass services permitting participants to attend a defined number of supervised walk sessions; and

WHEREAS, Client desires to purchase from Provider a punch-pass product and procure Provider's services to administer scheduled walk sessions and associated administration for the number of punch units set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the scope, payment, term, confidentiality, and other material terms governing the fitness punch walk services to be provided by Provider to Client.

SCOPE OF WORK

Provider shall administer and operate supervised walk sessions in accordance with the terms of this Agreement. Services include scheduling, on-site supervision, recordkeeping of punch usage, basic participant safety briefing, and issuance of punch-pass tracking. Detailed description of services, session frequency, and special requirements are specified below.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the punch-pass units and service administration. All amounts are in U.S. dollars unless otherwise stated.

If Client fails to pay any undisputed amount when due, Provider may charge interest at % per month (or the maximum rate permitted by law), and a late payment processing fee of dollars for each past-due invoice.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for a period of days after written notice of the breach.

Upon termination, Client shall pay Provider for services performed and non-cancellable costs incurred through the effective date of termination. Unused punch units shall be handled as follows unless otherwise agreed in writing:

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, participant, or operational information that is disclosed in connection with this Agreement. Each receiving party shall: (a) hold confidential information in confidence and not disclose it except to employees or contractors who have a need to know and who are bound by confidentiality obligations; (b) use Confidential Information only for purposes of performing under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is (i) already known to the receiving party without restriction, (ii) publicly available through no breach by the receiving party, or (iii) independently developed by the receiving party without access to the disclosing party's Confidential Information.

INSURANCE, LIABILITY & ASSUMPTION OF RISK

Provider shall maintain general liability insurance customary for fitness service providers. Client acknowledges that participation in walking activities involves risk of injury. Client shall ensure that individual participants complete any required health disclosures and waivers prior to participation. Provider's liability for direct damages arising from Provider's negligence shall be limited to the total fees paid under this Agreement. Neither party shall be liable for consequential, incidental, special, or punitive damages except in cases of gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement (including any attachments or exhibits signed by the parties) constitutes the entire agreement between Provider and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party designates by written notice) by personal delivery, certified mail, or overnight courier. Notice is effective upon receipt.

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