THIS TRAINING AGREEMENT (this “Agreement”) is made between Classical Pilates Education LLC, a Florida limited liability company (“CPE”) and the undersigned STUDENT (hereinafter referred to as “Student.”)
WHEREAS, CPE has developed a Pilates training and education program that offers training and certifications to qualified candidates (the “CPE Methodology”);
WHEREAS, Student desires to enter into this Agreement in order to obtain the necessary and helpful training, education, experience so that Student may be certified in the CPE Methodology and provide training to the general public (the “Training”);
WHEREAS, CPE desires to provide the Training to Student subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Training. CPE shall provide Student with the Training. The Training will provide Student with education, information and practical training, including certain valuable proprietary information, to assist for Student to become proficient in the CPE Methodology. The Training shall begin and conclude on published dates. Student must choose one of the following programs that will constitute the Training for purposes of this agreement.
1.1 Beginner Mat Training Program. The Beginner Mat Training Program is an sixteen (16) hour course to be completed over one weekend.
1.2 Intermediate Mat Training Program. The Intermediate Mat Training Program is an sixteen (16) hour course to be completed over one weekend. Completion of the Beginner Mat Training Program is a prerequisite to completion of this program.
1.2a Advanced Mat Training Program. The Advanced Mat Training Program is a ten (10) hour course to be completed over two days.
1.3 Comprehensive Apparatus Training Program. The Beginner Mat Training Program must be completed prior to certification in the Comprehensive Apparatus Training Program. The Comprehensive Apparatus Training Program includes:
(i) Five (5) eighteen (18) hour training weekends conducted over a six (6) month period;
(ii) Four (4) practical exams and one (1) written exam;
(iii) Five (5) monthly meetings; and
(iv) Access to the Pilates studio where the Training takes place for observation and practice purposes.
2. Training Fee. The fees for the Training shall be as described in the Fee Schedule, attached as Schedule 1. Payment of this fee is due on execution of this Agreement, or in the alternative, CPE offers financing for the payment of this fee under the terms in the promissory note, attached hereto as Exhibit A.
3. Representations. Student represents and warrants that (i) Student understands the risks and physical rigors associated with participating in Pilates style courses such as the Training; and (ii) Student is medically and physically able to participate in the Training.
4. Release. Student hereby releases, waives, and discharges CPE, its successors, heirs, assigns, officers, directors, managers, employees and agents from any and all liability for any claim or demand on account of injury to or death of Student, whether caused by the negligence of CPE or otherwise, while Student is engaged in the Training or any conduct pursuant to or in furtherance of this Agreement.
5. Cancellation. The Training may be cancelled and rescheduled by CPE. All reasonable efforts will be made to reschedule any cancelled programs. If the Training is cancelled and not rescheduled in advance of the first scheduled class, Student is entitled to a full refund of all amounts paid. If the Training is cancelled and not rescheduled after the first scheduled class, Student is entitled to a pro rata refund. Students receiving a pro rata refund will also receive credit for the portion of the Training completed that may be transferred into a future program upon payment of the pro rata fee equal to the refund received. The Training may be cancelled by Student pursuant to the terms outlined in Schedule 1.
6. Termination. CPE reserves the right to terminate Student from the Training for late payment, misconduct, chronic tardiness and any other unprofessional conduct as determined by CPE in its sole discretion. Student may also be terminated, at the discretion of the Teacher Trainer, for poor academic performance. In the event that Student is terminated from the Training, Student will not receive a refund of any amounts or fees paid to CPE.
7. Certification. Student must complete all coursework and must pass all oral, written, and practical examinations related to the Training to the satisfaction of CPE, in its sole discretion. Upon satisfactory completion of all requirements, Student shall thereafter receive an assessment based certificate evidencing completion of the program. Upon receipt of such certificate and execution, Student shall be certified to teach the CPE Methodology to the extent covered in the Training pursuant to the program selected in Section 1. Such certification does not qualify, authorize or entitle Student to train others in the CPE Methodology.
8. Proprietary Rights. Student agrees and acknowledges that both during and after the termination of this Agreement, CPE has and will retain all rights, title and interest in and to the CPE Methodology, the Manual, all CPE marks and logos, and any other proprietary materials of CPE (the “Proprietary Materials”). Student specifically disclaims any rights, including intellectual property rights, in or to the Proprietary Materials.
9. Confidentiality. Student acknowledges that CPE’s business depends to a significant degree upon the possession of information which is not generally known to others, and that the profitability of CPE’s business requires that this information remain proprietary to CPE.
Student shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party any of CPE’s Confidential Information, either during or after the Training. Student agrees not to publish, disclose or otherwise disseminate such information without prior written approval of CPE. Student acknowledges that it is aware that the unauthorized disclosure of Confidential Information of CPE may be highly prejudicial to its interests, and an improper disclosure of trade secrets. For purposes of this Agreement, “Confidential Information” is all information and any idea whatever form, tangible or intangible, pertaining in any manner to the business of the CPE, or any of its affiliates, or its employees, clients, consultants, or business associates, which was produced by any employee or consultant of CPE in the course of his or her employment or consulting relationship or otherwise produced or acquired by or on behalf of CPE. All Confidential Information not generally known outside of CPE’s organization, and all Confidential Information so known only through improper means, shall be deemed “Confidential Information.” By example and without limiting the foregoing definition, Confidential Information shall include, but not be limited to:
(i) formulas, research and development techniques, processes, trade secrets, computer programs, innovations, patents, patent applications, discoveries, improvements, data, know-how and formats;
(ii) information about costs, profits, markets, sales, contracts and lists of clients;
(iii) teaching methodologies, know-how, techniques, philosophies, instructing methods, lesson plans, curriculum documents, training material, marketing materials, audiovisual components, emails, handouts, workshop presentations (oral and written) and websites; and
(iv) employee and independent contractor personnel files and compensation information.
Confidential Information is to be broadly defined, and includes all information that has or could have commercial value or other utility in the business in which CPE is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of CPE, whether or not such information is identified as Confidential Information by CPE.
9.1 Return of Materials. Upon the request of CPE, Student shall immediately return all written or other tangible materials that contain or refer to Confidential Information of the disclosing party and/or that are made available or supplied by the CPE, and all copies and reproductions of such materials.
10. Indemnification. Student shall indemnify and hold CPE harmless to the maximum extent permitted by law during the term of this Agreement and for a period of two years after this Agreement against judgments, fines, amounts paid in settlement and reasonable expenses, including reasonable attorneys’ fees incurred by CPE in connection with (i) any act or failure to act by Student; (ii) any breach of this Agreement by Student; and (iii) any misrepresentation by Student.
11. Limitation of Liability. CPE SHALL NOT BE LIABLE TO STUDENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, ANY DAMAGES CLAIMED FOR LOSS OF INCOME, REVENUE, OR PROFITS OR FOR LOSS OF GOODWILL) ARISING FROM OR RELATED TO IN ANY MANNER TO THIS AGREEMENT REGARDLESS OF THE BASIS OR NATURE OF THE CLAIM, WHETHER BASED UPON TORT, BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE.
12. Modification. No modification of this Agreement shall be valid unless made in writing and signed by both parties.
13. Governing Law. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Florida (without reference to conflict of law principles) and venue for all issues hereunder shall be in Palm Beach County, Florida. Each Party does hereby consent to venue in Palm Beach County, Florida.
14. Integration. This Agreement is intended to be the final, complete, and exclusive statement of the terms of the parties’ agreement with respect to the subject matter hereof. This Agreement supersedes all other prior and contemporaneous agreements and statements on these subjects, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that the practices, policies, or procedures of CPE, now or in the future, apply to Student and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control unless changed in writing by CPE
15. Construction. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not limitation, this Agreement shall not be construed against the party responsible for any language in this Agreement. The headings of the paragraphs hereof are inserted for convenience only, and do not constitute part of and shall not be used to interpret this Agreement.
16. Attorneys’ Fees. Should either Student or CPE resort to legal proceedings to enforce this Agreement, the prevailing party in such legal proceeding shall be awarded, in addition to such other relief as may be granted, attorneys’ fees and costs incurred in connection with such proceeding
17. Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
18. Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either Student or CPE (or CPE’s successor), whether pursuant hereto, to any other agreement, or to law, shall not preclude or waive that party’s right to exercise any or all other rights and remedies. This Agreement will inure to the benefit of CPE and its successors and assigns
19. Nonwaiver. The failure by CPE, whether purposeful or otherwise, to exercise in any instance any right, power or privilege under this Agreement or under law shall not constitute a waiver of any other right, power or privilege, nor of the same right, power or privilege in any other instance. Any waiver by CPE must be in writing and signed by CPE or by an officer of CPE or some other person duly authorized by CPE.
20. Acknowledgement. Student acknowledges that Student has had the opportunity to consult legal counsel in regard to this Agreement, that Student has read and understands this Agreement, that Student is fully aware of its legal effect, and that Student has entered into it freely and voluntarily and based on Student’s own judgment and not on any representations or promises other than those contained in this Agreement.
21. Disclaimer. Student acknowledges and CPE expressly represents that CPE has not and will not, now or in the future, provide any of the following to Student:
21.1 A marketing plan;
21.2 Employment promise or possibilities following certification;
21.3 Any use of a studio or other place of business for teaching the Training or any services related to locating a studio or other place of business;
21.4 Potential customers or lists of potential customers interested in Pilates classes; or
21.5 Any representations regarding Student’s potential success or profits that a Student may achieve as a result of receiving the Training and providing training to others.
22. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
STUDENT FEE SCHEDULE
Beginner Mat Training Program $550.00
Intermediate Mat Training Program Ala Carte (note it is included in Comprehensive at no charge) $350.00
Comprehensive Training Program $4,995.00
Cancellation and Refund Policy:
If Student cancels more than two (2) weeks before the start of the Training, Student will receive a full refund of the training fee.
If Student cancels two (2) weeks or less before the start of the Training, Student will receive a refund of the training fee less a cancellation penalty of $100 for the Beginner and Intermediate Mat Training Programs and $500 for the Comprehensive Apparatus Training Program.
No refunds will be provided after the start of the Training
As an alternative to cancellation, Student may transfer to a future training program. The first transfer by Student is at no charge. Student will be charged a $50 transfer fee per transfer for the second and third transfers. Following the third transfer by Student, no further transfer is available.