KATE BEE MOVES and XXX

200HR YOGA TEACHER TRAINING/HOST STUDIO AGREEMENT

MOU Strategic Partnership Agreement - YEAR

This MOU Strategic Partnership Agreement (the “agreement”) is effective DATE

BETWEEN: Kate Bee Moves (the “First Party”), 

Kate Burrus, DBA Kate Bee Moves

4219 Flad Ave

St. Louis, MO 63110

AND:

XXX (the “Second Party”)

XXX DBA XXX

Street

City, State, Zip

Whereas the First Party and Second Party are desirous to enter this Memorandum of Understanding between them, setting the terms and conditions of this partnership.

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

1. Services.  First Party and Second Party agree to perform services set forth in Exhibit A to this Agreement (the “Services”).

2. Consideration / Compensation:

(a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered the First Party shall receive 70% and the Second Party shall receive 30% of the net profits of the training detailed in Exhibit A 

(b) Cost of services rendered to be deducted from gross profit limited to

For the First Party- 

-lodging; should there be any needed. Wednesday through Sunday only. 

-food; 3 meals/day during training days

-gas; for travel to and from Training location only

-print materials

-promotional costs

-supplies; for lessons and celebrations

-Workshop Teachers Pay

-Private Training Site Hosting Fees

For the Second Party

-Marketing Costs

-Membership Discount Percentage

(c) Auditing the training detailed in Exhibit A is permitted for participants who have already completed the same training at a previous date and have gotten written approval from the first party as well as signed the Auditors Agreement. No money will be exchanged between the auditor, First Party and Second Party. 

(d) First Party and Second Party will be paid after any and all early withdrawal fees and refunds are made. 

(e) First Party will collect and manage all financial transactions transparent to the Second Party. 

(f) Second Party has one complimentary spot in the training to offer to a community member. 

3. Nondisclosure:

(a) Second Party understands that, in connection with its engagement with First Party,  it may receive, produce, or otherwise be exposed to First Party’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), training manuals, private training online sites, manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by First Party, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by First Party under this Agreement), in addition to all information Second Party receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).  

(b) Second Party acknowledges that the Confidential Information is the First Party’s sole, exclusive and extremely valuable property. Accordingly, Second Party agrees to segregate all Confidential Information from information of other parties and agrees not to reproduce any Confidential Information without First Party’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to participants who have enrolled in the training listed in Exhibit A and have signed their own enrollment agreement. Upon termination or expiration of this Agreement for any reason, Second Party agrees to cease using and to return to First Party all whole and partial copies and derivatives of the Confidential Information, whether in Second Party’s possession or under Second Party’s direct or indirect control, including any computer access nodes and/or codes, and to arrange for the return of such materials by all Second Party Employees.

(d) Upon completion of this agreement, enrolled participants, including Second Party’s owner and community members, will by no means be qualified to train teachers in the fashion that this agreement presents. They will be qualified to teach students in the fashion this agreement presents. 

4. Indemnification / Release:  

(a) Second Party agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless First Party, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of First Party or any First Party Employee in the performance or failure to fulfill any Services or obligations under this Agreement. The First Party agrees to the same terms in relation to the Second Party.

5. Insurance and Other Requirements:

(a) First Party and Second Party warrant that they will obtain and keep in full force and effect at all times hereunder, general liability and errors and omissions or professional liability insurance covering all of its Services. 

(b) Both Parties shall provide to each other copies of all policies required to be maintained, and a Certificate of Insurance indicating said coverage shall be provided upon request.  

6. Termination:  

(a) This Agreement shall be effective on the date hereof. Should either party breach any term of this agreement within the time period of the training intensives listed in exhibit A, the party in breach will surrender all rights to payment terms as well as access to information. 

(b) Should either party breach any term of this agreement post the last training date listed in exhibit A; in regards to the intellectual property, its ownership and usage, actions to cease and desist will be taken immediately.

7. Independent Partnership:  

(a) First Party and Second Party expressly agree and understand that nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. At no time shall First Party represent or be obligated to represent that it is an agent of the Second Party, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those of the Second Party.

(b) First Party is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. First Party  shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.

8. General:

(a) This Agreement does not create an obligation on the Parties to continue to retain an agreement beyond this Agreement’s termination. This Agreement may not be changed unless mutually agreed upon in writing by both parties.  

(b) Second Party hereby agrees that any breach of Section 3 by Second Party will cause irreparable harm to First Party and that in the event of such breach or threatened breach, First Party shall have, in addition to any and all remedies of law and those remedies stated in this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of First Party’s obligations hereunder.

(c) Both Parties hereby agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.  

(d) This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not for or against either party.

(e) This agreement is between the First Party and Second Party only. Any Third party associates are not held to any terms in this agreement.

(f) All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses as set forth at the beginning of this Agreement, or to such other address or addresses as either party may later specify by written notice to the other. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement. 

First Company:

Name: __________________________________

Date:____________________________________

Signature:_______________________________

Second Company

Name:___________________________________

Date:____________________________________

Signature:_______________________________