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STRIVE WELL-BEING, INC.
<br />FITNESS AND WELLNESS SERVICES AGREEMENT ("Agreement")
<br />(Exhibit A) that is subject to annual rate increases accepted by CSA.
<br />4. Payment:
<br />Strive shall submit advanced Invoices to CSA or designated third parties for pre -payment of
<br />services anticipated and will provide monthly reconciliation (do -not -pay) invoices to document
<br />expenditures for services rendered along with the remaining balance for any prepaid invoices.
<br />5. Acknowledgment of Independent Contractor:
<br />Strive shall independently determine the means and methods of providing its Services. The
<br />parties' relationship under this Agreement is that of Independent contractors. Nothing in this
<br />Agreement shall be construed to imply a joint venture, partnership, employment, or agency
<br />relationship between the parties hereto. Strive acknowledges and agrees that CSA will not
<br />provide Strive with any employee benefits and that income tax, payroll tax, and any other
<br />withholding is solely the responsibility of Strive, against which Strive agrees to indemnify CSA
<br />and hold it harmless. Additionally, neither party shall be liable for the debts, obligations, or
<br />responsibilities of the other party, and neither party shall have the right or authority to assume
<br />or create any obligation or responsibility, whether express or implied, on behalf of or in the
<br />name of the other party or to bind the other party in any manner.
<br />6. Termination of Agreement between Strive and CSA:
<br />CSA may terminate this Agreement at anytime upon seven (7) days advance written notice in
<br />the form of either an electronic mail or via certified mail (Return Receipt Requested). Liquidated
<br />damages shall not be allowed under this Agreement.
<br />7. Liability Release:
<br />Participants in any physical activity programs provided by Strive shall be required to provide an
<br />electronic acceptance of an acknowledgment of risk and liability waiver (see Exhibit B).
<br />8. Indemnification:
<br />Strive shall fully indemnify, defend, hold harmless and release CSA, CSA employees, any related
<br />entities or other authorized agents, including independent contractors, from any and all liability,
<br />claims and/or litigation or other actions that Strive or its instructors or other personnel may
<br />cause or have for injuries, disability or death or other damages of any kind, including but not
<br />limited to, costs and expenses (including attorneys' fees and expenses, interest payments,
<br />governmental and regulatory fines, taxes, penalties, and other financial obligations) direct,
<br />special, incidental, indirect, punitive or consequential damages, whether arising in tort, contract,
<br />breach of warranty or arising out of the provision of these Services, including but not limited to,
<br />exercise or physical activities, except to the extent caused by the negligence or fault of CSA, its
<br />employees, any related entities or other authorized agents, including CWs independent
<br />contractors, other than Strive.
<br />9. Heirs and Successors/Assignment:
<br />This Agreement will be binding on and will inure to the benefit of the parties hereto and their
<br />respective heirs, successors and permitted assigns. Strive shall not, however, assign, convey,
<br />subcontract or otherwise transfer this Agreement or any of its rights and obligations hereunder
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