Parisi Sports Performance Certification

I acknowledge that I have voluntarily applied to participate in the Parisi Speed School training program. I acknowledge the risks and the potential risks of athletic training. Further, I understand that athletic training has limited ability to maintain social distancing and this creates other risks. However, I feel that the possible benefits are greater than the risk assumed.
I am aware that although Parisi Training Systems, Inc. (“PTS”), its subsidiaries, Speed School Licensor and parent companies, its officers, directors, owners and/or employees make reasonable efforts to make each individual’s training a safe and productive experience, that there are inherent risks which occur as a result of such physical activity and lack of social distancing, including but not limited to COVID-19. Further, you agree to take all steps required by both governmental entities and PFS to limit the spread of any such contagions.
I acknowledge that an individual, when training, through no fault of their own, their trainer(s), the facility, or PFS, may become injured for a variety reasons that are unavoidable.
I represent that I am in good health and suffer from no physical impairment, which would limit my use of The Parisi Speed School’s facilities, virtual training or instruction. I further represent that I carry full and complete medical insurance coverage. I acknowledge that the Parisi Speed School has not and will not render any medical services including medical diagnosis of my physical condition.
In consideration of being permitted by The Parisi Speed School to participate its in-person or virtual training program and to use its facilities when applicable, I hereby, intending to be legally bound for myself, my heirs and assigns, executors or administrators and/or guardian of my son/my daughter/my ward specifically agree that PTS, The Parisi Speed School, its officers, employees and agents (collectively, the “Released Parties”) shall not be liable for any claim, demand, cause of action of any kind whatsoever for, or on account of death, personal injury, illness, property damage or loss of any kind resulting from or related to my use of the facilities or participation in any athletic training, exercise or activity, whether virtual or in-person, within or outside the club premises. I herby waive any and all claims for any and all injuries or illness I may suffer under any circumstances, including but not limited to those claims arising from the negligence of PTS, Parisi Speed School Licensor its employees, agents, servants, invitees, co- members, contractors, or sub-contractors, employees or otherwise.

Because physical exercise can be strenuous and subject to risk of injury, including serious injury, you are urged to obtain a physical examination from a doctor before using any exercise equipment or participating in any exercise activity. You (each member, guest, or participant) agree that if you engage in any physical exercise or activity, or use any Parisi Training System, Inc. (“PTS”) associated facility amenity on the premises or off premises including any sponsored facility event, you do so entirely at your own risk. Likewise, dietary modifications can cause a variety of changes and can create problems, including as it relates to your energy, stamina, appetite, and mood. Any recommendation for changes in diet including the use of food supplements, weight reduction and/or body building enhancement products are entirely your responsibility and you should consult a physician prior to undergoing any dietary or food supplement changes. You agree that you are voluntarily participating in these activities and use of these facilities and premises and assume all risks of injury, illness, or death. We are also not responsible for any loss of your personal property.
This waiver and release of liability includes, without limitation, all injuries which may occur, regardless of negligence, as a result of: (a) your use of all amenities and equipment in the facility and your participation in any activity, class, program, personal training or instruction; (b) the sudden and unforeseen malfunctioning of any equipment; (c) our instruction, training, supervision, or dietary recommendations; or (d) your slipping and/or falling while in a facility, or on the facility premises, including adjacent sidewalks and parking areas. This also includes any negligence associated with the presence of or transmission of any bacteria, viruses, or infectious diseases, including but not limited to COVID-19. Further, you agree to take all steps required by both governmental entities and PFS to limit the spread of any such contagions.
By signing below, you acknowledge that you have carefully read this "waiver and release" and fully understand that it is a release of liability. You expressly agree to release and discharge PFS, the facility, and all affiliates, employees, agents, representatives, successors, or assigns (collectively the “Released Parties”), from any and all claims or causes of action and you agree to voluntarily give up or waive any right that you may otherwise have to bring a legal action against the Released Parties for negligence, personal injury or property damage. You also agree that this waiver and release also applies to any guests or other participants you bring to a facility; should any such persons bring negligence, personal injury, or property damage claims against a Released Party, you agree to defend and indemnify the Released Party and hold the Released Party harmless against any such claims.
You further agree that if a court of law finds any part of this agreement to be against public policy or in violation of any state statute or legal precedent, then the remainder of this document will remain in full force.
Additionally, you understand that PTS and/or the facility owners/operators occasionally photographs/videotapes client events/sessions and by signing below you provide your express written approval for PTS and the facility owners/operators to use these images or video in any and all media for promotional purposes, with no financial or other remuneration due to you.

THE PARISI SPORTS PERFORMANCE CERTIFICATION NON-DISCLOSURE AGREEMENT (“NDA” OR “DOCUMENT) is by and between Parisi Training Systems, Inc., (“PTS”), and the undersigned attendee (“Attendee”), with each a (“Party” and collectively the “Parties”).

WHEREAS, PTS has developed and owns a proprietary youth personal training fitness system which includes online training programs and live events (collectively, “Education");

WHEREAS, in support of the Education, PTS desires to provide Attendee with the services set forth on Schedule A, attached hereto (collectively, the "Services");

WHEREAS, Attendee recognizes the benefits of partaking in the Education and desires to attend this event, subject to the terms of the NDA and to receive the benefits provided by PTS under this Document;

WHEREAS, Attendee shall receive training in various aspects of PTS’s Education, including systems and methodologies;

WHEREAS, Attendee agrees to compensate PTS for Education, as set forth in Schedule B;

WHEREAS, the Education disclosed by PTS, to the Attendee is confidential and proprietary information of PTS, or in certain instances, the confidential and proprietary information of a specialized presenter (in each case, the person or entity conveying the confidential and proprietary information is herein referred to as the “Disclosing Party”); and

WHEREAS, PTS is willing to disclose such information to the Attendee (herein referred to as the “Receiving Party”) only for such purpose and only upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

1. All information, which a Disclosing Party furnishes to a Receiving Party relating to the Education of every kind or character, whether or not patentable, and whether disclosed orally, electronically or in written or other tangible form, shall be deemed to be confidential and proprietary to the Disclosing Party and shall hereinafter be referred to as "Confidential Information."

2. The Receiving Party shall keep the Disclosing Party’s Confidential Information, confidential, and shall use the Confidential Information only for the purpose of furthering its

continuing education of sports performance and/or evaluating a potential transaction and/or business relationship with the PTS, and shall not disclose to any third party or use, directly or indirectly, for its own use or benefit or that of any other person or entity, any Confidential Information furnished to it by a Disclosing Party.

3. The Receiving Party shall handle the Disclosing Party’s Confidential Information with the same degree of care, which the Receiving Party applies to its own confidential information, but in no event less than reasonable care. The Receiving Party shall not make any copies of the Disclosing Party's Confidential Information, except for the exclusive use by the Receiving Party, or the Receiving Party’s Employees who are participating in the Education, simultaneously.

4. All requirements, restrictions, information, set forth by PTS in this Document, must be adhered to by any employee, contractor, sub-contractor and/or affiliate of the Receiving Party, taking part in Education and are bound by same non-disclosures of Confidential Information, as the Receiving Party.

5. Upon completion of Education, the Receiving Party and it’s employees may not state they have completed, have been certified, and/or have been sanctioned in any PTS Education and participation doesn’t permit the use of PTS trademarks, copyrights, logos and/or branding, unless accompanied by a corresponding Parisi License Agreement. Any misrepresentation of affiliation with PTS by doing any of the above is strictly prohibited.

6. The following information shall not be deemed Confidential Information and shall be excluded from the obligations of confidentiality hereunder: (a) information which the Receiving Party already had in its possession without confidential limitation as the time of disclosure by the Disclosing Party, as shown by the Receiving Party's prior written records or other competent evidence; (b) information which is independently developed by the Receiving Party without breach of this Agreement; (c) information known or that becomes known to the general public without breach of this Agreement by the Receiving Party; and (d) information disclosed by the Disclosing Party to a third party without an obligation of confidentiality that is received rightfully and without confidential limitation by the Receiving Party from such third party.

7. All written material delivered by a Disclosing Party to the Receiving Party pursuant to this Agreement shall be and remain the property of the Disclosing Party. Nothing herein shall be construed as conferring to the Receiving Party by implication, estoppel or otherwise, any right, title or interest in, or any license under, any patent or trade secret now or subsequently owned by the Disclosing Party.

8. The NDA shall commence on the Effective Date and shall continue in full force and effect unless express written permission is given by PTS, to Attendee. Completion of Education shall not release the Receiving Party from any obligation of confidentiality or non-use under the terms of the NDA.

9. The Receiving Party agrees that upon the Disclosing Party’s request, the Receiving Party shall immediately return to the Disclosing Party or destroy all Confidential Information and all copies thereof in any form whatsoever, including any notes, reports, abstracts, photos, videos, audio or other writing prepared by the Receiving Party or its employees or agents, and shall not retain any copies thereof. The Receiving Party shall certify any such destruction to the Disclosing Party in writing.

10. For a period commencing on the Effective Date, each Party, unless acting with the express written consent of the other Party, will not, directly or indirectly, interfere with, solicit or endeavor to entice away:

(i) any individual who was an employee, subcontractor or consultant of a Party during the six months immediately following the completion of Education, by the Attendee; or

any person who was a customer or client of a Party with respect to any business substantially similar to, or in competition with, that Party’s business during six months immediately following the completion of Education, by the Attendee

11. Non-Competition. Attendee hereby agrees to the restrictions of this section. During the Term of Interim Certification and for 18 months after, Attendee shall not, directly or indirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, or have any other direct or indirect financial interest in, any business, firm, person, partnership, corporation, enterprise or concern which is engaged in any business of the type or character competitive with PTS in any and all geographic areas in which PTS does business (any place within a 15 mile radius of a PTS licensed location). For purposes of this Agreement, the term “competitive with the PTS” shall be limited to a competing youth performance training, education, and similar services utilized in the youth fitness and performance industry. Attendee acknowledges and understands that due to the nature of the business of PTS, that the restrictions contained in this section are reasonable and necessary to protect the business interest of PTS in regard to the duration, manner, and geographic size. Attendee acknowledges that PTS will suffer irreparable injury if this covenant is violated. For these purposes, Attendee's ownership of securities in a public company constituting (l%) or less of any class of such securities shall not be considered to be competition with PTS.

12. The Receiving Party acknowledges that any loss to the Disclosing Party by reason of a breach of any of the covenants in the NDA may not be reasonably or adequately compensated in damages in an action at law. The Disclosing Party, therefore, shall be entitled to injunctive or other equitable relief against the Receiving Party to prevent the Receiving Party from failing to comply with such covenants. Resort to injunctive or other equitable relief shall not be construed as a waiver or any rights the Disclosing Party may have for damages or otherwise.

13. This Document shall be governed by and construed in accordance with the laws of the State of New Jersey, and shall be binding on the Parties' successors and assigns. The Parties agree to the sole and exclusive jurisdiction of the state courts of the State of New Jersey for the litigation of any dispute arising under the NDA. Each Party agrees that any service upon it under the procedures of the New Jersey long arm court rule and/or law will be proper to give jurisdiction to the courts of the State of New Jersey.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement effective as of the date first written above.