1. Terms.
This agreement shall commence on the date first above written and will continue in force and effect until terminated upon the occurrence of any of the events set forth in Section 7.

2. Trainer Responsibilities
a. Trainer shall provide personal training instruction consistent with the Company’s fitness programs. Trainer acknowledges that these fitness programs have been developed by the Company and are the proprietary property of the Company.
b. Trainer shall undertake the responsibilities described in this Agreement in a professional, safe and sound manner, and consistent with the best practices utilized in providing personal training. Trainer will make all necessary health warnings, disclaimers and contraindications to students receiving his/ her instruction.
c. Trainer shall maintain, at its sole expense, all personal training related licenses, registrations, and certifications in his/her name as of the date first above written, for the duration of this Agreement.
d. Trainer shall maintain reasonable amounts of insurance covering itself for loss of or damage to property, personal injury, product liability and any other similar insurance which may be required by the Company. Trainer shall, at Company’s request, name Company as an additional insured and provide Company with proof of such insurance coverage, including copies of insurance policies. If a client sues Trainer and/or Company based on services provided by Trainer, Trainer shall submit the claim to Trainer’s insurance for defense.
e. Trainer agrees to conduct his/her business and regulate his/her habits so as to maintain and to in- crease the goodwill and reputation of the Company, and Trainer agrees to conform to and abide by the Company’s rules and all laws, rules and regulations, and code of ethics that are binding on or applicable to persons with Trainer’s responsibilities and duties.
f. Trainer agrees that any sales or income generated with regard to Trainer’s responsibilities described in this Agreement belong to the Company.
g. Trainer, at his/her cost and expense, will perform all the functions necessary to properly and professionally carry out his/her duties and responsibilities hereunder.
h. Trainer shall indemnify and hold harmless the Company from claims under worker’s compensation acts, and from any other claims that may arise, or may be alleged to arise, in any manner in the carrying out of this Agreement by Trainer.
i. Trainer shall keep true and correct records and account which may be mandated by federal, state, or local laws, rules, regulations or ordinances.
j. Trainer shall have no authority to enter into any contract binding upon the Company, or create any obligation on the part of the Company, except as shall be specifically authorized by a Partner of the Company in writing.
k. Trainer will not advertise any of its own services, with senior living communities, within 5 miles of any Company customer, without the prior written consent of the Company.
l. Trainer shall be responsible for coordinating a substitute trainer (sub) for time off and notifying Live 2 B Healthy® for approval.

3. The Company Responsibilities.
The Company shall assist Trainer in carrying out his/her responsibilities through regular observing and/or participating in Trainer’s classes, regular training meetings, provide feedback, advice and suggestions in a responsible and reasonable way.

4. Relationship of Parties.
The Company and Trainers are Independent Contractors under this Agreement. An employer-employee relationship does not exist when hiring an independent contractor. It is two companies engaging in a business relationship, therefore agree and understand that as Independent Contractors you are in business for yourself, and responsible for your own Social Security taxes, withholding taxes, and any insurance that may be required within the State. It is not the intent of the parties to form any partnership or joint venture, and it is understood that each party will exercise full power and authority, except as specifically provided otherwise in this Agreement, to determine the means, method and manner of performing all obligations under this agreement. Except as provided for in this Agreement, neither party will have any right or authority and will not attempt to enter into any contract, commitment or agreement, or incur any debt or liability of any kind or nature in the name of or on behalf of the other party. Trainer shall be solely responsible for and shall pay all taxes in respect to compensation under this Agreement, and Trainer will indemnify and hold harmless the Company for the same.

5. Covenant not to Compete and Nondisclosure.
Trainer acknowledges that his/her personal training knowledge, resources and services are special, unique, unusual and extraordinary, and that he/she is receiving substantial consideration for same. Trainer further acknowledges that the business, activities, Communities, product, resources, processes, customers, services, suppliers, pricing policies and intellectual property of the Company are of a special, unique, unusual, extraordinary and intellectual nature and that he/she will be privy to same by reason of his/her relationship with the Company and the Company’s customers and suppliers. Based upon the foregoing, Trainer represents, warrants, and agrees as follows:
a. During the term of this Agreement and for a period of three (3) years following the termination of this Agreement, Trainer will not, without the prior written consent of the Company, directly or indirectly market to the Customers of the Company. “Customers of the Company” means any party whom Trainers provided personal training instruction on behalf of the Company and/or while utilizing the Company’s Communities (or in contracted Communities). “Customers of the Company” also mean all corporate customers of the Company for which Trainer has provided personal training instruction to its employees or residents. “Customers of the Company” do not mean those people who were brought into the Company as existing Customers of the Trainer, and for whom Section 6.a is not applied.
b. Except as expressly set forth below, Trainer, whether during the term of this Agreement or thereafter, except as authorized or directed by the Company in writing, agrees not to dis- close to others, use for his/her benefit, copy or make notes of any confidential knowledge or trade secrets or any other knowledge or information of or relating to the business, activities, or relationship with the Company. Trainer acknowledges that the training pro- grams developed by the Company are proprietary property of the Company and Trainer is not allowed to, directly or indirectly, disclose or use said programs unless directed by the Company. Trainer shall not, however, be bound to this obligation of confidentiality and non-disclosure if: (i) the knowledge or information shall become part of the public domain by publication or otherwise through no fault of the Trainer; or (ii) the knowledge or information is known to Trainer prior to the receipt of the disclosure form or relationship with the Company.
c. Upon Termination of this Agreement, Trainer will deliver to the Company all records, notes, data, memoranda, photographs, and equipment of any type or nature which are in his/her possession or control and which are the property of the Company or which relate to the business, activities or Communities of the Company.

6. Termination.
Either party may terminate this Agreement upon fifteen (15) days prior written notice provided, however, that said notice shall provide that said termination occurs subsequent to the completion date of any series of classes in which Trainer is providing instruction. Notwithstanding anything contained in the previous sentence to the contrary, the Company may terminate this Agreement:
a. Immediately upon Trainer’s breach of, or failure to comply with, any term or provision of this Agreement or other provisions relating to the duties and responsibilities of Trainer set forth herein.
Trainer’s failure to meet any performance standards provided for under this Agreement or as may from time to time be required by the Company.
b. The conviction of Trainer of a felony or of any offense substantially relating to the responsibilities and duties conducted by Trainer hereunder.
c. Trainer’s engaging in any practice with respect to the responsibilities and duties hereunder which are determined to be illegal or unfair practices in violation of any federal, state, or local law, or which, in the opinion of the Company or the Company’s legal counsel, is an illegal or unfair practice in violation of any applicable federal, state, or local law.
d. If the Company determines that the Trainer in any way could negatively affect the relationship the Company has with the senior living community.

7. Governing Law.
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Minnesota.

8. Assignment. This Agreement and the responsibilities described herein are not assignable by Trainer.