Coach & License Agreement:

WHEREAS Metabolic Balance, a German Corporation (“MB”) has developed a unique program which is intended to assist in the improvement of the human metabolic system by way of weight balance and management (the “Program”);



AND WHEREAS MB has applied the Program to a proprietary software package that formulates customized meal plans based upon entered blood values and other client data (the “Plan”);



AND WHEREAS MB is the owner of the Program, the Plan and certain trade names and trademarks including but not limited to the trademark “Metabolic Balance” (the “Marks”);



AND WHEREAS MB is the owner of the Program, the Plan and certain trade names and trademarks including but not limited to the trademark “Metabolic Balance” (the “Marks”);



AND WHEREAS, MB has granted to BNB the right and license to use and grant sublicenses to others to use the Program, the Plan and the Marks in Canada (the “Territory”) in accordance with the terms and conditions of the licence granted to BNB (the “Licence”) and the terms and conditions of the applicable sublicence;



AND WHEREAS the Coach wishes to obtain, and BNB wishes to grant, the right from BNB a sublicence to use the Program, the Plan and the Marks pursuant to the terms hereof in order to market, promote, customize, implement and distribute the Plan to its clients within Canada;



NOW THEREFORE this Agreement witnesses that for valuable consideration (the receipt and sufficiency of which each of the parties acknowledges), the parties agree as follows:



Article 1. - GRANT AND TERM



1.1 Grant

BNB grants to the Coach a non-exclusive, non-transferable, non-sublicensable, royalty-free sublicense to distribute the Plan to its clients, to counsel such clients in accordance with the Plan and to customize the Plan for each such client during the Term of this Agreement. The Program, the Plan and any data contained therein, are and shall, at all times, remain the exclusive property of MB and any and all use of the Program, the Plan and the Marks by the Coach shall be subject to the terms and conditions of this Agreement.



1.2 Restrictions

The Coach may not: (a) modify, duplicate, reverse-engineer any aspect of the Program or the Plan; (b) translate, disassemble, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code or compiled code from the object code of the Plan supplied hereunder; or (c) adapt the Plan to create a derivative work. Nothing contained herein shall operate to restrict the Coach from adapting customized Plans in accordance with any direction that may be provided by the physician of a client.



1.3 Term

This Agreement will commence on the Effective Date and will continue thereafter for an initial term of one (1) year (the “Initial Term”) unless terminated earlier in accordance with the terms of this Agreement. This Agreement will renew automatically for additional successive one (1) year terms (each a “Renewal Term”) unless either party provides notice no less than thirty (30) days prior to the end of the Initial Term or then current Renewal Term that it does not intend to renew. The Initial Term, any Renewal Terms are collectively referred to as the “Term”. The Coach acknowledges and agrees that BNB cannot provide any assurance or guarantee regarding the availability of the blood work that is performed by any third party, including but not limited to any requesting physician or laboratory may be required to perform blood work, nor can BNB provide any assurance or guarantee that prices will not change or that the Coach’s rights to use the Program or the Plan pursuant to this Agreement will persist throughout the Term of this Agreement. Coach hereby acknowledges and agrees that that BNB’s license agreement with MB may expire or be terminated at any time.



Article 2. - FEES



2.1 Plan Fee & Bloodwork Fee

It is recommended, though not required, that the Coach will sell each Plan to its clients for not less than CAN $1,199.00, plus applicable taxes. However, the Coach retains full discretion to determine the final price and may choose to charge a higher amount if desired. Each such Plan shall include the cost of any required blood work, an individualized meal plan, and four to five hours of consultation time with the client.

The Coach shall remit CAN $400.00, plus applicable taxes, to BNB following the sale of each Plan (the “Plan Fee”), such Plan Fee excludes the applicable fees for bloodwork.

If the Coach’s client utilizes one of BNB’s third-party laboratory accounts for their bloodwork (a “Laboratory Account”), the Coach shall remit CAN $160, plus applicable taxes, for bloodwork services provided in Ontario, Saskatchewan, British Columbia, and Quebec, and CAN $250, plus applicable taxes, for bloodwork services provided in Alberta, to BNB each time a client utilizes a Laboratory

Account (the “Bloodwork Fee”). For clarity, if a province or territory is not listed, BNB does not have a Laboratory Account in that province or territory.

The Plan Fee and Bloodwork Fee are payable by direct debit to BNB, or by any other method as may be approved by BNB, in accordance with the invoices delivered by BNB or otherwise within 30 days of the Coach’s receipt of payment from the client.

The Plan Fee and the Bloodwork Fee are not refundable to the Coach under any circumstances. In the event that a participating laboratory increases its fees to process bloodwork, BNB reserves the right to increase the Bloodwork Fee by an amount equal to that increased cost.

The Coach hereby acknowledges and agrees the Plan Fee and Bloodwork Fee are subject to change. All price changes (if any) will be communicated to the Coach in writing within thirty (30) days prior to the effective date of the change or as soon as reasonably possible in the circumstances.




2.2 Annual Fee

BNB shall maintain a Metabolic Balance Canada website which will be used to provide information about the Business, the Plan and the Program, as well as provide such support as is set out in this Agreement. In consideration for such BNB services, the Coach shall pay BNB an annual administrative fee of $250.00, plus applicable taxes, payable each year (the “Annual Fee”), commencing on the second (2nd) anniversary of the effective date of this Agreement. Coach herby acknowledges and agrees that the Annual Fee is not refundable under any circumstances.

If a Plan Fee, a Bloodwork Fee, an Annual Fee or any other amount is not paid to BNB within one month, interest will be payable from that date until paid. If no interest rate is specified by BNB, the interest will be payable at the rate of 2% per annum.

If any Plan Fee, Bloodwork Fee, Annual Fee, or any other amount is not paid when due, BNB reserves the right to suspend work on all client matters as well as your login access following due notification until all outstanding amounts are paid in full.




Article 3. - Obligations of BNB


BNB shall provide to the Coach the services set out in this Section (the “Services”).



The Coach acknowledges and agrees that BNB may need personal information about the Coach where necessary for proper performance of this Agreement or where permitted or required by law. BNB may collect, use, and disclose the Coach’s personal information solely for the purpose of this Agreement, in compliance with the BNB’s Privacy Policy attached hereto as Schedule “B” and as may be amended from time to time, and applicable privacy laws relating to the protection of the personal information.



3.1 Training

BNB shall provide to the Coach an initial training course that will consist of online training, which the Coach shall be obligated to attend. Prior to commencing operations, the Coach shall have completed the training course to BNB’s satisfaction. The Coach shall pay a one-time fee of CAN $2,500.00, plus applicable taxes, to BNB for the online segment of the initial training course, unless otherwise specified through a promotion or discount code. This fee will be non-refundable once the Coach uses the provided login and commences the program. However, provided that the Coach is operating in full compliance with this Agreement and has sold not less than one (1) Plan per calendar year, the Coach shall not be required to attend more than one (1) training, retraining or refresher course per annum - the additional annual trainings are free of charge. Without limiting the generality of the foregoing, in the event that the Coach fails to sell any Plans in a calendar year, the additional training which may be required by BNB shall include BNB’s Online Coach Certification Program. BNB may delegate or sub-contract the performance of its obligations under this Agreement.


3.2 Technical and Administrative Support

On behalf of MB, BNB shall provide the Coach with access to MB’s Coach back-office portal (the “MB Portal") to allow the Coach to use the Program, create the Meal Plans, and use the Marks pursuant to the terms hereof and BNB shall provide the services necessary to facilitate account management and technical support. BNB shall also serve as the liaison between the Coach and MB in connection with use of the MB Portal.

For clarity, the MB Portal is exclusively controlled and operated by MB. BNB bears no responsibility, obligation, or liability whatsoever for the MB Portal. The Coach will have to agree upon terms and conditions of use for the MB Portal, and any associated data processing, with MB.



3.3 Bloodwork

As set out in Section 2.1, the Coach will pay a Bloodwork Fee each time the Coach’s clients utilize a Laboratory Account. On behalf of the Coach, BNB will: (i) engage with laboratories to process payments for client bloodwork (i.e. a Laboratory Account) and other related issues; and (ii) serve as a liaison between MB and the Coach regarding client bloodwork results, as requested by MB or the Coach. The Coach and its clients may use any laboratory for bloodwork and are not required to use the Laboratory Accounts. However, the Coach must inform BNB at the end of each month of the number of clients who did not utilize a Laboratory Account for billing purposes. Failure to do so will result in the Coach being charged a service fee of CAN $10.00, plus applicable taxes.



Metabolic Balance is not a medically supervised program. BNB will not identify, diagnose, nor treat any physical or mental symptom, disease, disorder or condition.



Article 4. – NO WARRANTIES



The Coach acknowledges that BNB does not make any representation, warranty, express, implied, or statutory, with respect to any products or services provided in connection with this Agreement, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement or arising from course of performance, dealing, usage or trade. The Coach acknowledges that the Program has not been evaluated by the Canadian Food Inspection Agency, Health Canada, or any governmental agency or regulator. The Program is not intended to diagnose, treat, cure, or prevent any disease. Pregnant women, women who are nursing, women who may expect to be pregnant, people under the age of 18, people who suffer from severe renal or hepatic insufficiency, people undergoing cancer treatments, people with mental or eating disorders, people taking antipsychotic or tranquilizer medication, people with histamine or fructose intolerances, people with a body-mass index of 18 or less, vegans, people diagnosed with Type 1 Diabetes, and any other individuals who may be designated by BNB or MB from time to time should not ever participate in the Program. Requests to participate in the Program by such individuals are subject to prior express written authorization by such individual’s physician.



Article 5. – USE OF INTELLECTUAL PROPERTY



5.1 Trade marks

The rights granted to the Coach herein to use the Marks apply only to use in connection with the services in accordance with this Agreement. In connection therewith, the Coach agrees that:

(a) This Agreement shall not in any way give or be deemed to give to the Coach any interest in the Marks except for the limited right to use the Marks solely in accordance with the terms and conditions of this Agreement;

(b) the Coach will only use or display the Marks in the manner and form as they are registered under the Trade Marks Act (Canada) from time to time and provided to Coach from BNB;

(c) the Coach will comply with all laws and regulations in Canada relating to trade-marks;

(d) BNB has the right to use or grant rights to use the Marks and any unauthorized use of the Marks is an infringement of BNB’s and MB’s rights;

(e) during the term of this Agreement and after expiration or termination for any reason whatsoever, the Coach will not directly or indirectly dispute or contest for any reason whatsoever, the validity, ownership or enforceability of the Marks; nor attempt to dilute the value of the goodwill attached to the Marks; nor counsel, procure or assist anyone to do any of the foregoing;

(f) the Coach will not, except with the prior written consent of BNB, use in association with the Marks, any word or symbol or combination thereof, whose use would be likely to result in a loss of distinctiveness of any of the Marks, nor use the Marks as a verb, or in the plural, or in any manner which results in the Marks being incorrectly depicted;

(g) the Coach will not use the Marks as part of any corporate, partnership, trade or other name, and will not except with the prior written consent of BNB, use the Marks in any other way in connection with any business, corporation, partnership or other legal entity;

(h) the Coach will use the Marks only in association with the services contemplated herein;

(i) the Coach shall advertise and promote only in a manner that will reflect favourably on BNB, the Coach, the products, the services, and the good name, goodwill and reputation thereof; and

(j) the Coach shall submit to BNB for its approval, which approval shall not be unreasonably withheld or unduly delayed, all advertising and promotions to be utilized by the Coach and until such time as BNB shall give its prior written approval to the use of such advertising and promotions, the Coach shall not utilize same in any advertising or promotion.



5.2 Promotional Material

The Coach acknowledges and agrees that any promotional or advertising material provided to the Coach by BNB, including but not limited to, videos, images and advertisements (whether in visual, audio, or written form) (“Promotional Material”), are and shall remain the sole property of BNB or MB, as the case may be. If BNB provides such Promotional Material to the Coach, BNB grants to the Coach a license to use such Promotional Material for the sole purpose of promoting the Program, subject to any other terms or conditions set out by BNB. By using such Promotional Material, the Coach agrees to be bound by all terms and conditions governing the Promotional Material. The license to use the Promotional Material shall terminate upon the termination of this Agreement, or at such other time as determined by BNB at its sole and absolute discretion.



Article 6. – TAXES



The Coach shall be solely responsible for the payment of all the Coach’s income taxes, licensing/registration and insurance fees, continuing education costs, Canada Pension Plan contributions, excise taxes, and any other taxes, fees, costs and expenses associated with the Coach’s activities undertaken by this Agreement, and the Coach hereby agrees to indemnify and save harmless BNB in this regard, which indemnity shall survive the termination of this Agreement for any reason.



Article 7. – INDEMNIFICATION AND LIMITATION OF LIABILITY



The Coach hereby agrees to defend, indemnify and hold BNB and its officers, directors, employees, shareholders, agents, and affiliates harmless from and against any and all claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, obligations, actions, suits and all legal proceedings, and any and all costs and expenses in connection therewith (including legal fees) arising out of or in any manner connected with, or resulting directly or indirectly from, this Agreement, the provision of the services of the Coach to any client, the Program, or any Plan.



BNB’S LIABILITY WITH RESPECT TO ALL CLAIMS OF ANY KIND, WHETHER BASED IN CONTRACT, INDEMNITY,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES AND DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT, OR FROM THE PERFORMANCE OR BREACH THEREOF, SHALL IN NO CASE EXCEED THE AGGREGATE OF THE PLAN FEES PAID BY THE COACH IN THE YEAR SUCH LIABILITY AROSE.



Article 8. – ASSIGNMENT



BNB may sell or assign any or all of its interest in this Agreement without notice to or the consent of the Coach. The Coach shall not assign or in any way transfer or dispose of all or any part of its rights or obligations under this Agreement without BNB’s prior written consent, which shall not be unreasonably withheld.



Article 9. – OBLIGATIONS OF COACH



9.1 Guidelines and Forms

The Coach is encouraged, but not required, to implement the Program and the Plan in accordance with the guidelines set out in Schedule “A” hereto (the “Guidelines”). The Coach agrees to use, collect, and securely maintain the latest versions of the forms and/or documents provided to the Coach by BNB, including but not limited to the Metabolic Balance Personal Profile Form and the Consent Form. The Coach is personally responsible for collecting and securely maintaining any documentation in order to comply with any applicable laws, including privacy laws, and any applicable self-regulated professional laws, regulations, rules and/or policies. Upon request by BNB, the Coach agrees to provide BNB with evidence to establish compliance with this Section.



9.2 Not a Medical Program

THE COACH HEREBY ACKNOWLEDGES AND AGREES THAT NEITHER THE PROGRAM NOR THE PLAN CONSTITUTE MEDICAL ADVICE NOR THE PROVISION OF HEALTH CARE. THE PROGRAM AND/OR THE PLAN WILL NOT IDENTIFY, DIAGNOSE, NOR TREAT ANY PHYSICAL OR MENTAL SYMPTOM, DISEASE, DISORDER OR CONDITION. THE PROGRAM AND/OR THE PLAN IS NOT A MEDICALLY SUPERVISED PROGRAM, AND IT IS NOT A NUTRITIONAL PROGRAM. THE COACH SHALL BE RESPONSIBLE FOR COMMUNICATING THIS CLEARLY TO EACH OF ITS CLIENTS, AND FOR DOCUMENTING THE SAME.



Each client shall be advised to consult with their physician in connection with their decision to begin a weight loss program such as Metabolic Balance and to seek medical attention in the event of an emergency or changes in their medical condition. For greater certainty, nothing in this Agreement or in the materials and information to be provided by BNB through the training contemplated by this Agreement or otherwise shall be interpreted as providing the Coach with any authority to diagnose or treat any medical condition of a client or to make any modification to a client’s prescriptions or treatment plan as may be established by their healthcare provider and the Coach hereby agrees not to do so under any circumstance.



If the Coach becomes aware of an issue relating to the health of its client, the Coach shall direct the client to see their general care physician. The Coach is not permitted to diagnose, treat, prescribe or monitor any element of a client’s health and medication in connection with the Plan. However, nothing in this Agreement shall prevent a Coach that is a regulated health professional from providing services and/or care to clients that is within the Coach’s scope of practice.

Any laboratory work that is completed for a client shall only be used by the Coach for the purpose of preparing clients’ personalized Plans and for no other purpose.



9.3 Educational Materials

The Coach hereby acknowledges and agrees that any educational materials provided or otherwise made available by BNB are for information purposes only and are not to be used by the Coach to diagnose or treat any client condition. The Coach also acknowledges and understands that the Program and the online training materials, including the videos and content have not been accredited by regulating authority.

The information that is provided to the Coach shall be used to educate clients about all relevant aspects of the Program prior to and during such clients’ subscription in the Program, including without limitation, the costs associated with the Program, the results expected from participation in the Program and the support and material provided by the Coach in connection with a subscription in the Program.



9.4 Website

The Coach acknowledges and agrees that the following are to be conditions to the Coach’s establishment and maintenance of a website or other Internet presence (the “Coach’s Website”): (a) the Coach’s Website will clearly state in a conspicuous manner that it and any domain name related to the Coach’s Website are proprietary to the Coach and are not a Metabolic Balance Website or domain name, or owned or controlled by BNB in any manner; (b) the Coach’s Website will not resemble the content, structure, visual appearance or design of the website operated by MB (the “MB Website”); and (c) the Coach acknowledges and agrees that upon termination or the expiration of this Agreement, for any reason whatsoever, that it shall within five (5) days of termination of this Agreement, dismantle any frames and links between the Coach’s Website and the MB Website or any website operated BNB. The Coach expressly authorizes BNB’s and MB’s the use of the Coach’s name, likeness, and contact information (including, but not limited to, address and phone number) on the MB Website for any purpose in connection with the promotion of the Program or any other matter contemplated by this Agreement.



If the Coach establishes a presence on social media (including but not limited to Instagram, Facebook, or Twitter) that is in any way related to the activities to be undertaken by the Coach in relation to this Agreement (collectively, “Social Media Presence”), such presence shall conform to the same requirements as set out above for the Coach’s Website. In addition, Coach acknowledges and agrees that since neither BNB nor MB control or operate any of the systems making the Social Media Presence available to the public, the Social Media Presence is the sole and absolute responsibility of the Coach and BNB shall not be liable to the Coach for any claims, actions, damages, or suits suffered by it in connection with the Social Media Presence.





9.5 Client Personal Information

The Coach acknowledges and agrees it is accountable for all personal information, as that term is defined under applicable privacy legislation, that it collects, uses, or discloses in the course of providing services, including the Program and the Plan, to its clients pursuant to this Agreement (“Client Personal Information”). The Coach shall comply with all applicable privacy laws in respect of Personal Information.



The Coach authorizes and directs BNB to collect, use, and disclose the Client Personal Information: (i) as necessary to provide the Services; (ii) as otherwise instructed by the Coach from time to time; and (iii) as required by law.



BNB will handle the Client Personal Information strictly as the Coach’s service provider. BNB will only process the Client Personal Information to the extent, and in such a manner, as is necessary to provide the Services and it shall seek instruction from the Coach in respect of any handling of Client Personal Information not expressly provided for herein.



The Coach retains control of the Client Personal Information and remains responsible for its compliance obligations under the applicable privacy laws, providing any required notices and obtaining any required consents, and for the processing instructions it gives to BNB.



In handling the Client Personal Information, BNB must: (i) access, use and disclose the minimum Client Personal Information necessary for the intended purpose; (ii) implement appropriate technical and organizational measures designed to safeguard Client Personal Information against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction or damage; and (iii) shall notify the Coach at the first reasonable opportunity if Client Personal Information that is handled on behalf of the Coach is stolen or lost or if it is used or disclosed without authority.



9.6 Compliance with Applicable Laws

The Coach shall ensure that its practices and procedures relating to the operation and promotion of its business are in accordance with the standards of a first-class operator of like businesses and in compliance with all applicable laws. The Coach covenants and agrees to, at its cost: (a) conduct its business and the Program, its sale of all Plans, and any other activity to which this Agreement applies, in full compliance with all applicable law, including but not limited to privacy and health legislation; and (b) make best efforts to secure, to a commercially reasonable standard, the personal health information of its clients.



When the Coach uses BNB’s standard form agreements in connection with providing Plans to its clients, the Coach agrees that it shall not make any changes whatsoever to such standard form agreements. The Coach acknowledges and agrees that: (a) BNB makes no representation or warranty with respect to the adequacy or enforceability of its standard form agreements; and (b) the Coach’s use of such standard form agreements is at the Coach’s sole and absolute risk and BNB shall not be liable for any damages suffered by the Coach resulting from its use of such standard form agreements.



9.7 Compliance with Physician Instructions

The Coach shall advise all of its clients
and potential clients that it is the client’s responsibility to ensure that the Program is suitable for them that a physician or healthcare professional should review the client’s participation in the Program and any Plan.



If the Coach becomes aware that a physician or health care professional has advised that a client or potential client should not participate in the Program or a Plan, the Coach shall immediately cease providing any services to such client or potential client and shall take all reasonable steps to prevent such client or potential client from participating in the Program or a Plan. The Coach acknowledges and agrees that: (a) BNB shall not be liable for the participation of any client in the Program or a Plan contrary to the instructions or advice of any physician or health care professional; and (b) under no circumstances will any Plan Fee be refunded.



9.8 Compliance with MB Decisions

If MB advises the Coach or BNB that a client or potential client is not eligible to participate in the Program or a Plan (including but not limited to in connection with such client’s or potential client’s bloodwork results), the Coach covenants and agrees to take all reasonable steps to prevent such client or potential client from participating in the Program or a Plan. The Coach acknowledges and agrees that: (a) BNB shall not be liable for the participation of any client in the Program or a Plan contrary to the instructions of MB; and (b) under no circumstances will any Plan Fee be refunded.



9.9 Change of Applicable Law

The parties hereto acknowledge and confirm that the obligations of each of them hereunder are intended to be in compliance with all applicable laws. If at any time during the term of this Agreement there is any change in the applicable law with which a party is required to comply, or an enforcement action by a government authority, regulatory body, or professional board or college enjoins or instructs a party to cease performing one or more of its obligations hereunder or imposes any sort of sanction in connection with the performance of a party’s obligations under this Agreement, and as a result of a party’s compliance with the foregoing, such party is no longer able to comply with one or more provisions of this Agreement (each such change, a “Change of Law”), the affected party shall promptly notify in writing the non-affected party of the Change of Law (a “Change of Law Notice”). Upon delivery of a Change of Law Notice, the parties shall, in good faith, use their commercially reasonable efforts to agree on amendments to this Agreement that are necessary and appropriate to take into account the Change of Law so that this Agreement may continue in force (“Change of Law Amendment”). All Change of Law Amendments shall be agreed to by the parties no later than thirty (30) calendar days from the date of the Change of Law Notice, or such later date as the parties may mutually agree in writing (the “Change Period”). Should the parties be unable to agree on the necessary Change of Law Amendments on or prior to the expiry of the Change Period, this Agreement shall automatically terminate.



9.10 Regulated Professionals

If the Coach is, employs, or engages the services of a member of a regulated health profession, the Coach covenants and agrees that the Coach and its representatives shall not hold out the Program or any Plan as constituting medical advice or instruction, or that the Program or any Plan has been evaluated by a regulator or is intended to diagnose, treat, cure, or prevent any physical or mental symptom, disease, disorder or condition.

Where the Coach is a regulated health professional, the Coach covenants and agrees to practice solely within their scope of practice, to maintain all standards of practice of the profession, to maintain all documentation in accordance with their standards of practice, and to comply with all applicable laws, rules and/or regulations. This includes but is not limited to; all provincial and federal legislation and regulations contained therein, as amended, that govern self-regulated professionals; and all rules, standards of practice, practice statements or guidelines, and policies, as amended, from any applicable government body and/or regulatory body.

BNB shall not be responsible to the Coach for any liability suffered by the Coach in connection with any act, enforcement, fine, fee, sanction, or penalty imposed or undertaken by any government authority, regulatory body, or professional board or college in respect of any of the matters set out in this Agreement.



Article 10. – NON-DISCLOSURE



10.1 Confidentiality

The Coach shall not, during the term of this Agreement or at any time thereafter, communicate, divulge, or use for the benefit of any other person, persons, partnership, association or corporation any confidential information or know-how concerning the Plan, the Program or any other information which may be communicated to the Coach, or of which the Coach may become apprised, by virtue of the operation of its business under this Agreement. Confidential information includes, but is not limited to, service techniques, processes, procedures, methods of operation, market research, advertising and promotional campaigns, approved suppliers, operating results, proprietary software (if developed), the terms of this Agreement, graphic designs and other intellectual property, and the Coach’s customer database. Any and all confidential information shall be deemed confidential for purposes of this Agreement, except information which the Coach can demonstrate came to its attention prior to disclosure thereof by BNB; or which, at the time of disclosure by BNB to the Coach, had become a part of the public domain through publication or communication by others; or which, after disclosure to the Coach by BNB, becomes a part of the public domain through publication or communication by others.



Article 11. - INSURANCE



The Coach shall obtain and maintain at all times during the Term of this Agreement, a minimum in $2 million professional liability insurance with respect to its business at its own expense for each jurisdiction that the Coach provides services. Each such policy shall cover nutrition services and contain a clause specifying that no action or misrepresentation by the Coach shall invalidate such policy and a clause requiring the insurer to give to BNB at least thirty (30) days’ prior written notice of (a) the cancellation or nonrenewal of such policy or (b) any amendment to the terms of such policy if such amendment would cause the policy no longer to conform to the policy requirements stated in this paragraph; and ten (10) days’ prior notice of cancellation for non-payment of premium. BNB shall be under no duty to ascertain the existence of or to examine any such policy or to advise the Coach in the event any such policy shall not comply with the requirements hereof. In the event the Coach fails, for any reason, to comply with the requirements of this Section, the Coach shall indemnify, save harmless, and, at the Coach’s sole cost, defend BNB against all risk of loss not covered by insurance.



Article 12. - TERMINATION





12.1 Events of Termination

BNB shall have the right to terminate this Agreement and the rights granted hereunder, without prejudice to the enforcement of any other legal right or remedy, immediately upon giving written notice of such termination upon the happening of any of the following events:



(a) if the Coach is in default of any obligation under this Agreement or any other agreement with BNB, and does not cure such default within five (5) business days after receiving notice from BNB;

(b) if the Coach ceases or threatens to cease to carry on business, or takes or threatens to take any action to liquidate its assets, or stops making payments in the usual course of business;

(c) if the Coach is declared bankrupt, makes a general assignment for the benefit of creditors or a proposal or arrangement under the Bankruptcy and Insolvency Act (Canada) or Companies Creditors Arrangements Act (Canada) or any successor legislation thereto, or a trustee, receiver, receiver and manager, or other similar custodian is appointed for the Coach, or if the Coach commits an act of bankruptcy, proposes a compromise or arrangement, or institutes proceedings to be adjudged bankrupt or insolvent, or consents to the institution of such appointment or proceedings, or admits its inability to pay debts generally as they become due; or

(d) BNB’s license to the Metabolic Balance Program and/or the Marks is terminated or materially amended for any reason.



12.2 Additional Remedies

Any termination of this Agreement by BNB shall be without prejudice to any other rights to which BNB may be entitled against the Coach at law or in equity by reason of any default by the Coach under this Agreement.



12.3 Effect of Termination

Upon expiration or termination of this Agreement for any reason whatsoever, the Coach shall:



(a) immediately cease use of the Marks, directly or indirectly, in any manner;

(b) remove the Marks from, or deliver up to BNB any and all materials and other property in the Coach's possession or control which display the Marks; and

(c) promptly execute such documents or take such actions as may be necessary to abandon the Coach's use of any business or other name containing any of the Marks.



Articles 6, 7, 10, and 13 survive termination of this Agreement for any reason.



Article 13. - MISCELLANEOUS



13.1 Independent Parties

The parties hereto acknowledge and agree that, except as expressly provided for in this Agreement, each is an independent contractor, that no party shall be considered to be an agent, representative, master or servant of any other party hereto for any purpose whatsoever, and that no party has any authority to enter into any contract assume any obligations or to give any warranties or representations on behalf of any other party hereto. Nothing in this Agreement shall be construed to create a relationship of franchisor/franchisee, partners, joint venturers, fiduciaries, or any other similar relationship among the parties.





13.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings between the parties in any way relating to the subject matter hereof.



13.3 Applicable Laws

This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.



13.4 Severability

If for any reason whatsoever, any term or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent, be invalid or unenforceable, all other terms and conditions of this Agreement and/or the application of such terms and conditions to parties or circumstances, other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and condition of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law.



13.5 Waiver of Obligations

BNB may by written instrument unilaterally waive any obligation of or restriction upon the Coach under this Agreement. No acceptance by BNB and no failure, refusal, or neglect of BNB to exercise any right under this Agreement or to insist upon full compliance by the Coach with his obligations hereunder, including without limitation, any mandatory specification, standard or operating procedure, shall constitute a waiver of any provision of this Agreement.



13.6 Binding Agreement

Subject to the restrictions on assignment herein contained, this Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.



13.7 Counterparts

Each of the undersigned acknowledges that: (i) this document may be executed in counterparts, manually or electronically, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall be constitute one and the same document; and (ii) executed counterparts of this document that are executed manually or electronically and are delivered in PDF form shall be accepted as originals.


13.8 Language

The parties have requested that this Agreement and all related documents be drafted in the English language. Les parties confirment qu’il est de leur volonté expresse et réciproque que ce contrat et tous documents qui s’y rattachent soient rédigés en langue anglaise.