Instructor Agreement


Amanda Strand Fitness, LLC d/b/a Freedom Group Exercise INSTRUCTOR AGREEMENT

This Agreement (the “Agreement”) dated as of  (the “Effective Date”) is by and between _ , an individual and resident of  , hereafter known as the “Instructor”  and Amanda Strand Fitness, LLC d/b/a FREEDOM GROUP EXERCISE (hereafter known as FGE), collectively FGE and Instructor may be referred to as the “Parties”.

WHEREAS, Instructor desires to use the FGE programs and systems and  FGE desires to enable qualified instructors to teach FGE’s method specific programs through the Territory as defined herein; and

WHEREAS, FGE has the right to license the use of its Programs and Intellectual Property, as hereinafter defined, and FGE owns all rights to the Programs and Intellectual Property of the manuals, videos, website, including all music and choreography; and

WHEREAS, FGE is the owner of the following pending trademarks (the “Trademarks”) including: Freedom BANG®; Freedom Barre®; Freedom RISE®.

WHEREAS, FGE has contracts with facilities and fitness clubs (“Licensed Clubs”) to conduct classes of the Programs; and

WHEREAS, all Instructors who conduct classes at these facilities and fitness clubs must be certified in accordance with FGE standards, including monitoring of skills and skills renewals as required by FGE; and

WHEREAS, FGE in willing to certify instructors to conduct Program classes provided that Instructor enters into this Agreement.

NOW THEREFORE, for such good and valuable consideration, the receipt and sufficiency of which is acknowledged and in consideration for the exchange of promises and consideration herein, the parties hereto agree to the Terms and Conditions of this Agreement as follows:

  1. Agreement means this agreement;
  2. Certified Instructor means an instructor of the Programs who has been certified by us in relation to specified Programs in accordance with the Agreement;
  3. Club means a health and/or fitness club or any other organization;
  4. Improvements means all improvements, developments, enhancements, derivations, alterations or other modifications made to or based on the Programs or Intellectual Property which are developed or acquired by FGE, any Licensed Club or Instructor or any other person (whether alone, jointly with each other, or jointly with any other person);
  5. Instructor Resources means all materials provided by FGE, and which may be modified by FGE from time to time for use by instructors in relation to the Programs including music, audio visual footage, choreography and education notes and instructor manuals;
  6. Intellectual Property means all intellectual property rights and interests (including common law rights and interests) created, developed or used by FGE in relation to the Programs whether existing at the date of this Agreement or subsequently created, developed or used by FGE and including: (a) the Trademarks, names and/or other symbols used by FGE to identify and promote itself and/or the Programs and that we permit you to use; (b) know-how, trade secrets, technical/business or other information or experience devised, developed or acquired by FGE and applied to the development and marketing of the Programs and that we permit you to use; (c) copyrights including copyright licenses held by FGE in any written material, routines or other works relating to the Programs and that we permit you to use; (d) patents, registered and unregistered designs that we permit you to use; (e) Improvements, changes or modifications FGE decides to include within the Intellectual Property licensed by it and that we permit you to use; and (f) any right to the registration of this intellectual property;
  7. Licensed Club means a Club that has entered into a License with FGE; Party is defined to include that party’s (or FGE, if applicable) successors and assigns;
  8. Program(s) means the forms of fitness and exercise (to music) routines or methods designed by FGE as may be modified or changed by FGE, from time to time and any developments in them, including the routines currently known as FREEDOM Barre®, Freedom BANG®, Freedom RISE®.
  9. Territory means any state in the United States of America;
  10. Trademark(s) means any registered or unregistered trademarks, service marks, or trade names of FGE, that is used in relation to the Programs, advertising, licensing or any other related purpose.

 

II

 

  1. Upon satisfying the certification requirements contained in the Instructor Resources, FGE will certify Instructor to conduct each Program for which you have been certified. The Instructor may conduct Program classes in those Programs for which Instructor has been certified.  Any certification of you is valid only so long as this Agreement has not been terminated and is in full force and effect.  The determination of whether an Instructor has satisfied the certification requirements is solely within the discretion of FGE. 
  2. Instructor will only conduct Program classes: (a) in accordance with this Agreement; (b) in accordance with the Instructor Resources provided at FGE Instructor Certification Training; (c) Following completion of the initial training; (d) after being certified by FGE; (e) after FGE has given consented to the planned Program classes; and (f) at the premises of a FGE Licensed Club.
  3. Grant of License. FGE hereby grants to Instructor a non-exclusive, nontransferable license (the “License”), without warranty, to use the FGE trademark(s) to promote the Services to be offered by Instructor and to indicate that Instructor is a FGE certified Instructor, and Instructor accepts the License, during the Term hereof, all subject to the terms and conditions set forth herein. For purposes of this Agreement, the term FGE trademark(s) may also include such other trademarks of FGE that FGE may designate from time to time. Instructor acknowledges that FGE owns the trademark(s) and all goodwill related thereto and all related intellectual property and all materials and concepts.  Instructor agrees it will take no action inconsistent with such ownership and that all use of the trademark(s) and material and any goodwill accruing therefrom shall inure to the benefit of and be on behalf of FGE. Instructor agrees that nothing in this License shall give Instructor any right, title or interest in the trademark(s) and material other than the right to use the trademark(s) and material in accordance with the License and Instructor agrees that Instructor shall not attack FGE’s title to the trademark(s) and material or attack the validity of this Agreement.
  4. Instructor obligations. Instructor shall at all times ensure that his/her methods of conducting the Programs: (a) meet FGE’s high quality standards of professionalism; (b) satisfy the standards contained in the Instructor resources and trainings; (c) use FGE Licensed Music, or other music for which the instructor has purchased licensing rights for use indicated for purposes of group fitness class instruction and in venues indicated in this agreement only; (d) are not likely to damage, dilute, or diminish the reputation of the Programs, FGE and/or any officers/members of FGE. No other use of FGE licensed music is allowed under this agreement . Instructor shall cooperate with FGE in facilitating its control over the nature and quality of the Services offered by Instructor under the trademark(s), to permit observation of Instructor’s classes, and to supply FGE with evidence confirming compliance with this Agreement upon request. Instructor shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the provision of the Services and the advertising therefore.
  5. FGE’s obligations. FGE agrees that it shall: a)  maintain Instructor’s certification as set forth herein so long as Instructor continues to meet all requirements as set forth herein and in FGE’s sole discretion;   b)  ensure that necessary training is available; c) communicate with Instructor via an email address provided by instructor on an as-needed basis to keep Instructor updated with information regarding the Programs.
  6. Independent contractor. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  7. Instructor’s Ability to Perform. Instructor represents and warrants that Instructor is physically able to perform the physical requirements of the Program. Instructor understands the physical nature of FGE classes, including, but not limited to Freedom BANG®, Freedom Barre®, Freedom RISE®, and FGE Instructor Training.  Instructor understands that FGE classes may not be safe or appropriate for everyone or for Instructor. Instructor further acknowledges and agrees that any information FGE may provide regarding health and fitness is intended solely as a general educational aid and is not a substitute for medical or healthcare advice. Instructor further understands that it is always advised to seek the advice of a physician or other qualified healthcare professional when starting any new workout or fitness plan and certainly prior to teaching a fitness program.  Instructor represents and warrants that Instructor has no medical condition that would prohibit Instructor’s participation in FGE classes.
  8. Use of Materials. Instructor must not use any Instructor Resources or any other recordings, literature and/or other materials of any kind provided by FGE for any purpose other than conducting Programs in accordance with this Agreement. Instructor shall not sell, distribute, copy, alter or otherwise reproduce any Instructor Resources or any other recordings, literature or material provided by FGE.
  9. Instructor acknowledges and agrees that: (a) FGE owns or has rights to all Instructor Resources, Programs, any provided music, any fitness format and all related intellectual property; and (b) FGE has the right to license the use of all Instructor Resources, Program, music, fitness format and all related intellectual property; and (c) other than the limited rights granted in this Agreement, Instructor shall not acquire or claim any right, title, or interest in or to, the Intellectual Property, the Programs, the Instructor Resources, all other material relating to the Programs, any Improvements and/or any goodwill relating to any of them (collectively the “Rights”). Instructor shall not knowingly do anything that will damage, dilute, or diminish FGE and/or our interest in the Rights.
  10. FGE may, without notice or opportunity to cure, immediately withdraw Instructor’s certification as a Certified Instructor or refuse to train Instructor  to become a Certified Instructor if Instructor : (a) attends or completes less than the required training workshops; (b) fails to maintain the standards set forth in the Instructor Resources; or (c) breaches the terms of this Agreement. Any such withdrawal, at our sole discretion, may be temporary or permanent and may be in respect of any or all of the Programs.
  11. Term of Agreement and Termination Provisions
  12. The initial term of this Agreement shall be for a period of twelve (12) months from the Effective Date (the “Initial Term”), and shall automatically renew for indefinite successive one-month periods unless or until the Agreement is terminated in accordance with this section (collectively, the “Term”).  
  13. FGE may cancel this Agreement and Instructor’s membership in at any time, with or without cause, by giving Instructor written notice of termination. Instructor may terminated this Agreement with or without cause at  his/her  sole discretion upon the expiration of at least 7 days’ notice of termination provided to FGE. This Agreement shall terminate immediately upon the permanent withdrawal of Instructor’s certification under this Agreement.
  14. Effect of Termination. Upon termination of this Agreement, Instructor shall immediately:
  15. Stop conducting classes of the Programs or any part of any Program;
  16. Cease to use the Instructor Resources and all recordings, literature or materials provided by us or FGE to Licensed Clubs or you under the License, this Agreement or otherwise, and any copies of these items, which are in your possession or control;
  • Discontinue all use of FGE’s Intellectual Property, including of the Marks (including as part of a domain name) as well as any and all confusingly similar names and marks, and of all Instructor Resources.
  • In the event Instructor created any unauthorized printed materials containing the FGE trademark/logo, Instructor shall immediately destroy all such printed materials. In the event Instructor registered a domain name containing the FGE trademark/logo, then upon FGE’s request, Instructor shall transfer such domain name to FGE. All rights in the trademark/logo and the goodwill connected therewith shall remain the property of FGE.
  • FGE reserves the right to establish, revise, modify or amend at any time its billing practices, methods and fees, including without limitation collection practices, payment practices, supplemental fees and separate fees for content or services provided via website(s) connected to FGE. FGE  shall not be required to provide specific notice, whether formal or informal, of such fee changes; however, FGE agrees to post such changes on its website, and such changes shall be specifically incorporated herein and made a part hereof. In the event that Instructor objects to any fee changes, Instructor’s sole remedy and recourse is to voluntarily terminate this Agreement.
  • Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
  • FGE may assign this Agreement, which shall be binding on any successors and assigns. Instructor shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without FGE’s prior written consent which may be withheld for any reason or no reason.
  • Entire Agreement; Amendments; Delays and General Terms: This Agreement is the entire agreement and understanding between the Parties and supersedes any prior agreement. Instructor is not relying on any statements or representations by FGE than as set forth in this Agreement. No amendment of this Agreement will be effective unless it is in writing and signed by both Instructor and FGE. Except as otherwise expressly provided herein, all provisions of this Agreement shall supersede any prior agreement between the parties, whether or not in writing. Neither party is liable for any failure or delay in performing an obligation in this Agreement if it is due to a cause reasonably beyond the control of that party and that party has used its best efforts to perform on time despite the cause. This Agreement may be signed by fax or in counterparts or may be executed electronically.  
  • Governing Law: This Agreement will be governed by the law of the State of Maine, without regard to conflicts of laws principles, and the parties submit to the jurisdiction of the courts in the State of Maine.
  • General Construction: In this Agreement: (a) references to the Instructor and FGE include their respective affiliated companies; (b) “including” and similar words do not imply any limitation; and (c) a year is a calendar year.
  • No Waiver. FGE’s failure or agreement not to enforce the strict performance of any provision of this Agreement in a given instance shall not constitute a waiver of  FGE’S right to subsequently enforce such provision or any other provision of this Agreement.
  • Disclaimers, Risks Assumed and Limits of Liability.
  • FGE Representations and Warranties. FGE makes no representations or warranties, express or implied, to Instructor with respect to FGE, the FGE Services, or any products sold through FGE (including, without limitation, warranties of fitness, merchantability, non-infringement) or any implied warranties arising out of a course of performance, dealing, or trade usage.  In addition, FGE makes no representation that the operation of FGE’s website will be uninterrupted or error-free. As such, FGE shall not be liable for the consequences of any interruptions or errors, although FGE agrees to make commercially reasonable efforts to correct errors or interruptions promptly.
  • Nature of FGE Services. Instructor acknowledges and agrees that as a result of the physical nature of FGE fitness classes, FGE fitness may not be safe or appropriate for everyone. Instructor further acknowledges and agrees that any information FGE may provide to Instructor through a FGE website or otherwise regarding health and fitness is intended solely as a general educational aid and is not a substitute for medical or healthcare advice. Instructor further acknowledges that Instructor has been encouraged to seek the advice of a physician or other qualified healthcare professional if Instructor has experienced any medical condition that may affect Instructor’s ability to provide the Services. FGE and its affiliates and agents assume no responsibility for any consequence relating directly or indirectly to any action or inaction Instructor may take based on the information, services, or other material provided on a FGE website. While FGE will strive to provide complete, up-to-date and accurate information on its websites, FGE and its affiliates and agents do not guarantee, and shall not be responsible for, any damage or loss related to the accuracy, completeness, or timeliness of such information.
  • Limitation of Liability. Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall FGE or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to Instructor or to any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of FGE has been advised of or should have known of the possibility of such damages. In no event shall FGE be liable for any damages in excess of the fees paid by Instructor pursuant to this Agreement.
  • Instructor shall indemnify, defend and hold harmless FGE and any of its affiliates along with their directors, officers, employees and agents from any and all losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by a third party against any of them that arises out of any breach by instructor of any provision of this Agreement or from any other act of malfeasance or nonfeasance on the part of Instructor.
  • Any notice, request, demand or other communication required or permitted to be given hereunder may be given to any party at the addresses set forth below or as may hereafter be specified in a notice designated as a change of address under this paragraph. Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail, e-mail, or facsimile (confirmed by mail). For FGE, the address shall be 102 Ocean View Road, Jonesboro, Maine 04648.  For Instructor, the address shall be :

  

  

  1. The prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and costs. The parties expressly waive the right to a trial by jury in any action relating to this agreement.

Amanda Strand Fitness, LLC d/b/a Freedom Group Exercise          

 

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Signed by Amanda Strand
Signed On: December 26, 2022


Signature Certificate
Document name: Instructor Agreement
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December 26, 2022 12:56 pm ESTInstructor Agreement Uploaded by Amanda Strand - FreedomGroupEx@gmail.com IP 216.170.169.77