I the undersigned (“the Purchasers”) hereby warrant that I will indemnify and hold harmless Kimberly Doehnert of Fitness 4 Life Consulting LLC and Lifestyles Technologies, Inc., known hereafter as (“the Sellers”), and its officers, directors, agents and employees. This indemnification and hold harmless warranty extends to Sellers, individually and separately, and, the corporation’s successors, and subsidiaries, as against any and all claims, demands, actions, and causes of action, including personal injury, and all other liability whatsoever, including, but not limited to, costs, attorney’s fees and/or judgments which arise out of the use of the Diet Master Pro weight management program.

The undersigned, as Purchaser(s) further warrant the program is to be utilized within the State(s) N/A and it will hold harmless and indemnify the Sellers corporation, its agents, directors, officers, employees and individuals named in paragraph one of this Hold Harmless and Indemnification Agreement, against any and all claims for liability and/or damages, arising from any and all violation(s) of Codes, Statutes, Licensing Procedures, Licensure Examinations and/or Registration Requirements, of such state(s), which govern the practice of dietetics and/or weight management and/or nutritional counseling and/or advise, whether known or unknown to the Purchaser(s) at the time of purchase and subsequent use with the public of the Diet Master Pro weight management software program(s). Such indemnification includes, but is not limited to costs, attorney’s fees, and damages, whether or not reduced to judgment and judgments which might arise from such claims, law suits, and/or administrative filings.

The indemnification includes all costs and attorney fees incurred by the Sellers in the investigation and defense of any claim enumerated in paragraphs preceding prior to a determination of an exact date of an occurrence and/or incident and/or violation upon which such alleged claims may be based.
It is further understood and agreed by the Purchaser(s), that the consideration for this Indemnification and Hold Harmless Agreement, benefiting the Seller, its agents, directors, officers, employees and the individuals named in the paragraphs preceding is the “weight management software content of the program”.

Signature of Purchaser(s), confirms that Purchaser(s) have agreed to be bound by the terms of the Indemnification and Hold Harmless Agreement and are contractually bound to indemnify the Sellers and its agents, directors, officers, employees and the individuals named in paragraphs preceding, and such obligation includes the responsibility to pay any and all costs and attorney’s fees which may be incurred by the Buyer in defending its agents, directors, officers, employees and individuals named in the paragraphs preceding.

I, (hereinafter "CLIENT"), by signing below, agree as follows:

RECITALS

WHEREAS CLIENT wishes to retain the professional services and expertise of Kimberly A. Doehnert, dba FITNESS 4 LIFE CONSULTING, a Virginia Limited Liability Company, and its agents and employees (collectively "FITNESS 4 LIFE") to design for CLIENT a personalized coaching program, which may include one or all of the following: a customized diet, training program which may include weights and/or cardiovascular exercise, supplement schedule, and personal consultation (hereinafter the "SERVICES"); and

WHEREAS FITNESS 4 LIFE agrees to provide the SERVICES to CLIENT, in exchange for a fee, in accordance with the following terms and conditions,

IT IS HEREBY AGREED AS FOLLOWS:

1. Retention

CLIENT hereby retains FITNESS 4 LIFE, as an independent contractor, to design the SERVICES for CLIENT, including a weight management program, to enhance the health and fitness of CLIENT, and to meet the health and fitness goals of CLIENT.

2. Due Diligence by Client

CLIENT acknowledges that he/she has provided FITNESS 4 LIFE with all background information, including appropriate medical history, which may be necessary to prepare, formulate and perform the SERVICES for CLIENT. CLIENT agrees that he/she shall use his/her best efforts to comply with the diets, programs, schedules and recommendations made by FITNESS 4 LIFE as part of the SERVICES. CLIENT expressly warrants and affirms to FITNESS 4 LIFE that he/she has obtained appropriate medical clearance to participate in the diet, exercise and training programs comprising the SERVICES.

3. Assumption of Risk/Waiver of Liability

CLIENT understands and acknowledges that participation in any diet, exercise and training program carries with it the inherent risk of bodily injury and/or illness. CLIENT agrees that he/she will forever release and hold FITNESS 4 LIFE harmless from and against any and all claims, whether for personal injuries, illness or otherwise, arising from the SERVICES, and that he/she shall not in any way seek to hold FITNESS 4 LIFE liable for any and all such claims.

4. Not a Substitute for Medical Treatment

CLIENT understands and acknowledges that the SERVICES, including the weight management program, are not in any way intended to function as a substitute for medical treatment and/or advice from CLIENT’s own physician.

5. Confidentiality and Non-Disclosure

CLIENT acknowledges and agrees that any and all information disclosed or provided by FITNESS 4 LIFE to CLIENT in connection with the SERVICES is strictly confidential in nature, and constitutes proprietary work product owned by FITNESS 4 LIFE. The SERVICES shall be utilized by CLIENT for the sole purpose of the weight management program and will not be disclosed, or permitted to be disclosed via the internet in any manner, INCLUDING FORUM JOURNALS, WEB BLOGS, PERSONAL WEBSITES OR COMMERCIAL WEBSITES, ANY SOCIAL MEDIA SITES through literary publication, or otherwise, to any person or entity except as otherwise set forth herein. CLIENT acknowledges and agrees that he/she shall forever maintain as confidential, and that he/she shall not disclose to any third party (other than to a treating physician of CLIENT), any of the information, schedules, diets, recommendations and/or details concerning the SERVICES. CLIENT acknowledges and agrees that his/her duty of confidentiality and non-disclosure pursuant to this Agreement shall survive completion, cancellation, termination or cessation of the SERVICES. CLIENT acknowledges that he/she shall not knowingly or carelessly disclose, cause to be disclosed, or assist in disclosing or otherwise using or disseminating any information disclosed or provided by FITNESS 4 LIFE to CLIENT in connection with the SERVICES. CLIENT acknowledges and agrees to take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining or being furnished with, the information and details comprising or related to the SERVICES.

6. Immediate Right to Terminate Services

CLIENT acknowledges and agrees that FITNESS 4 LIFE shall be entitled to immediately cease and terminate the SERVICES, without notice, in the event CLIENT discloses, or causes to be disclosed, to any third person or entity any information or details comprising or concerning the SERVICES, and in such event FITNESS 4 LIFE shall be entitled to retain any and all remaining funds paid by CLIENT in consideration for the SERVICES, and FITNESS 4 LIFE shall also be entitle to seek appropriate legal recourse against CLIENT.

7. Indemnity for Breach of Agreement

CLIENT agrees to indemnify and hold harmless FITNESS 4 LIFE for any and all losses, claims, damages, attorney’s fees, judgments or liability arising from CLIENT’s breach of this Agreement.

8. Binding Arbitration

CLIENT acknowledges and agrees that any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be resolved by binding arbitration in the State of Virginia, utilizing the substantive and procedural laws of the State of Virginia, in accordance with the rules and procedures of the American Arbitration Association. The Parties shall be entitled to such discovery as shall be determined by the arbitrator(s). Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9. No Unwritten Waiver Effective

No waiver of any breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

10. Severability

If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal unenforceable or invalid provision.

11. Fitness 4 Life and Independent Contractor

With regard to performance of the SERVICES and all matters referenced in this Agreement, FITNESS 4 LIFE shall at all times be an independent contractor. Nothing in this Agreement, or any actions taken pursuant to this Agreement, shall be deemed to create any express or implied employment or agency relationship between CLIENT and FITNESS 4 LIFE. Neither party to this Agreement shall have the authority to legally bind the other, except as otherwise set forth herein.

12. Read and Understood

By signing below, CLIENT acknowledges and warrants that he/she has read and understood this entire Agreement, and that he/she agrees to be legally bound by the terms and conditions of this Agreement.