COACHING AGREEMENT:

This Group Coaching Agreement (this “Agreement”) is entered into as of the last signature date below (the “Effective Date”), by and among The Sunday Self LLC, a Delaware limited liability company (the “Company”) and [Client Name] (the “Client”). The Company and the Client are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, the Company provides certain coaching services, which include but are not limited to nervous system, mindset, breathwork and somatic work (the “Services”), which are performed by Maria Kamenetskaya (the “Coach”) and provided in in a group setting with other clients of the Company (the “Group”); and

WHEREAS,  the Client desires to engage the Company to provide the Services through the Coach, and the Company is willing to provide the Services, subject to the terms and conditions set forth in this Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants and promises of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows:

1. Services. 

   1. Engagement. The Client hereby engages the Company to provide the Services to the Client, and the Company hereby accepts such engagement subject to the terms and conditions set forth in this Agreement. The Company, through the Coach, agrees to undertake in good faith all commercially reasonable steps prudent or necessary to render the Services in a professional manner and in accordance with generally recognized industry standards for similar services. The Company and the Coach shall devote to the Client such time and effort as required for the proper performance of the Services. The Client agrees to cooperate in good faith with the Coach in furtherance of the Company’s performance of the Services. The Client acknowledges and agrees that in order to enhance and maximize the Services, the Client must communicate honestly, be open to feedback and assistance and to create the time to participate fully in the Services 

   2. Sessions. The Services will be rendered in the form of weekly, bi-weekly or monthly coaching sessions as agreed to by the coach and the Client (each a “Session”, and collectively, “Sessions”), rendered to the Client through the following methods (in-person, internet video conference, telephone meetings, etc.). The Coach will be available to the Client via email and other electronic communications between scheduled Sessions as agreed to by the Coach and the Client.

   3. Rescheduling and Cancellation. The Sessions are time slots reserved specifically for the Group. If the Client wishes to miss a scheduled Session, the Client acknowledges and agrees that it is the Client's responsibility to notify the Coach twenty-four (24) hours in advance of the scheduled Session of such absence. The Client acknowledges and agrees that the Coach has no obligation to reschedule a Session and the fees associated with a missed Session may or may not be refunded to the Client at the Company’s sole discretion. For the avoidance of doubt, any Session rescheduled at the request of the Coach, shall be rescheduled at no cost to the Client.
      

   4. Additional Services. Notwithstanding anything to the contrary in this Agreement, the Company’s obligation to perform services pursuant to this Agreement is limited to the performance of the Services, and the performance by the Company of additional services in furtherance of this Agreement will not obligate the Company to continue the performance of such additional services or otherwise render any services pursuant to this Agreement other than the Services.

2. Term and Termination. 

   1. Term. Subject to Section 2.b, the term of this Agreement will commence on the Effective Date and will remain in effect for a period six (6) months thereafter, unless terminated sooner in accordance with Section 2.b or extended as agreed upon by the Parties (the “Term”).

   2. Termination. Either Party may terminate this Agreement at any time after providing the other Party with seven (7) days written notice.  

   3. Effect of Termination. Notwithstanding the foregoing, the end of the Term or Termination of this Agreement shall not relieve the Client (i) from the Client’s payment obligations pursuant to Section 2 for any outstanding invoices; or (ii) of the Client’s obligations under Section 8. For the avoidance of doubt, if this Agreement is terminated, all unpaid charges will immediately become due and payable by the Client to the Company.

3. Fees and Third-Party Processors. 

   1. Fees. The Client agrees to compensate the Company for the Services as rendered by the Coach and shall pay invoices sent by the Company on a monthly basis or in-full, pursuant to the coaching proposal discussed by the Client and the Coach. Invoices will be sent by the Company to the Client automatically pursuant to the agreed upon payment plan. The Client acknowledges and agrees that Client is financially responsible for all payments. For the avoidance of doubt, this Agreement will not take effect, and the Coach will have no obligation to provide the Services, until the Client returns a signed copy of this Agreement. 

   2. Payment. The Client may pay for services rendered via credit or debit card in Client’s “Dubsado” portal. 

   3. Refund Policy. Due to the extensive time and effort that goes into the program, there is no refund policy. The Company shall not accept any type of chargeback from the Client’s credit card company. 

   4. Late Payments. If the Company has not received payment in full from the Client within seven (7) days after the date of the invoice, interest will be charged on the invoice balance. Interest will be calculated by multiplying the unpaid balance by the periodic rate of 0.8333% per month or ten percent (10%) per year. The Client’s unpaid balance is determined by taking the beginning balance of the Clients account, adding any new charges and subtracting any payments made, and multiplying the figure by 0.8333% to compute the late charge for the Client’s account that month. The unpaid balance will bear interest until paid. If the Client has not paid an invoice for more than ninety (90) days, the Company may refer collection of the unpaid amount to an attorney or collections agency. If the Client’s unpaid invoices are referred to an attorney or collections agency, the Client shall pay all reasonable attorney’s fees or collections agency fees.

   5. Third-Party Processors. The Client understands that the Company engages third-party payment processors (the “Processors”) to process payments for the Services. Any personal information provided by the Client as part of the payment process may be collected by the Company and/or the Processors. This includes, but is not limited to, name, email address, billing information, and credit card number. The Client acknowledges and agrees that the Processors may have privacy policies and terms and conditions which differ from those of the Company. The Company and the Coach have no liability or responsibility for the independent policies of such processors. The Client is encouraged to read the independent policies contained on Processors’ websites. Accordingly, the Client understands and releases Coach from liability for any damage or loss caused by Client’s payment or by Client’s dealings with such Processors.

4. Representations and Warranties of the Client. The Client represents, warrants and covenants to the Company that as of the Effective Date: 

   1. Legal Capacity.  The Client is twenty-one (21) years of age or older and competent to enter into a contractual obligation. 

   2. Binding Effect. Upon execution and delivery of it, this Agreement will constitute the valid and binding obligation of the Client, enforceable in accordance with its terms.

5. Representations and Warranties of the Company. The Company represents, warrants and covenants to the Client that as of the Effective Date:
   

   1. Organization. The Company is duly organized, and is validly existing under the laws of the State of Delaware.

   2. Authority. The Company has full right, power and authority, and has taken all corporate action necessary, to enter into this Agreement and be bound by and carry out its obligations thereunder, none of which require the consent of any other person or entity.

   3. Binding Effect. Upon execution and delivery of it, this Agreement will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms.

6. No Other Warranties. Except as otherwise set forth explicitly herein, the Parties make no representation or warranty of any kind, either express or implied, with respect to the services and obligations each provides hereunder.

7. Independent Contractor Relationship. Nothing herein will be construed to create any relationship of employer and employee or agent and principal, or to create a partnership or joint venture between the Parties hereto. This Agreement establishes an independent contractor relationship between the Company and the Client, and all of the term and conditions of this Agreement shall be interpreted in light of such independent contractor relationship.

8. Restrictive Covenants. 

   1. Confidential Information. In connection with the Services and the relationship between the Coach the Client, all information, both oral and in writing, that the Client shares with the Coach, including but not limited to the Client’s professional and personal goals, business and financial goals, physical, mental and emotional goals, relationship and family goals, personal information, including childhood, wellbeing, relationships issues, work dynamics and other private information  (“Confidential Information”), will not be disclosed by the Coach to any other person or entity without the written consent of the Client. For purposes of this Agreement, Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Coach’s breach of this Agreement; (ii) is obtained by the Coach on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in the Coach’s possession prior to the Client’s disclosure hereunder; or (iv) was or is independently developed by the Coach or the Company without using any Confidential Information.

   2. Exceptions. Notwithstanding the foregoing, the Client acknowledges and agrees that the relationship between the Coach and the Client is not considered a legally confidential relationship (such as with one’s attorney) and thus communications are not subject to the protection of any legally recognized privilege. Accordingly, if the Coach or the Company is required by applicable law or a valid legal order to disclose any Confidential Information, the Coach shall, as soon as reasonably possible, notify the Client of such requirements so that the Client may seek, at the Client’s expense, a protective order or other remedy, and the Coach shall reasonably assist the Client therewith. If the Coach remains legally compelled to make such disclosure, it shall: (i) only disclose that portion of the Confidential Information that it is required to disclose; and (ii) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
   3. Group Confidentiality. Given the group nature of the Services, the Client acknowledges and agrees that group coaching is a process that requires commitment among the members of the Group to provide a safe environment for support and mutual accountability. Accordingly, the Client shall not disclose any Confidential Information of any other member of the Group to any other person or entity without the written consent of the member disclosing such Confidential Information. For purposes of this Section 8.a.ii, Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Client’s breach of this Agreement; (ii) is obtained by the Client on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in the Client's possession prior to the group member's disclosure hereunder; or (iv) was or is independently developed by the Client without using any Confidential Information. If the Client is required by applicable law or a valid legal order to disclose any Confidential Information, the Client shall, as soon as reasonably possible, notify the group member of such requirements so that the group member may seek, at such group member's expense, a protective order or other remedy, and the Client shall reasonably assist such member of the Group therewith. If the Client remains legally compelled to make such disclosure, it shall: (i) only disclose that portion of the Confidential Information that it is required to disclose; and (ii) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

   4. Proprietary Information. In connection with the Services and the relationship between the Coach the Client, the Client will have access to proprietary materials of the Company, in oral, visual, written, electronic or other tangible or intangible form, including documents, videos, photos, graphics, designs and other files, whether or not marked or designated as “confidential,” and all notes, analyses, summaries and other materials prepared by the Company or the Coach that contain, are based on or otherwise reflect, to any degree, any of the foregoing (“Proprietary Information”). The Client is granted a single non-transferable license to download, view, copy, and/or print such Proprietary Information solely for Client’s personal, non-commercial use. Any other use of the Proprietary Information in, including, but not limited to, for any commercial use, copying, republication, distribution, transfer, performance, display, or reproduction other than as indicated above, is strictly prohibited. For purposes of this Agreement, Proprietary Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Client’s breach of this Agreement; (ii) is obtained by the Client on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in the Client’s possession prior to the Company or the Coach’s disclosure hereunder; or (iv) was or is independently developed by the Client without using any Proprietary Information.

   5. Remedies. Each of the Parties acknowledges and agrees that a breach or threatened breach of this Section 8 would cause the other irreparable harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, either Party, as applicable, will be entitled to seek equitable relief, including, without limitation, a restraining order, injunctive relief, specific performance and/or any other relief that may be available from any court, in addition to any other remedy to which the either Party, as applicable, may be entitled at law or in equity, without the imposition of posting a bond or any form of surety. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

9. Disclaimers. The Client acknowledges and agrees that the rendering of the Services is a comprehensive process that may involves different areas of the Client’s personal life, including but not limited to the Client’s career, finances, health, relationships, education and recreation. The Client further acknowledges and agrees that the decision as to how to handle or address personal issues relating to one or more of the above mentioned areas, and the incorporation of coaching principles provided by the Coach into those areas, rests solely and exclusively with the Client and not the Coach. At all times during the rendering of the Services by the Coach and receipt of the same by the Client, the Client shall be solely responsible for creating and implementing the Client’s own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship between the Coach and the Client. The Client acknowledges and agrees that neither the Company nor the Coach shall not be liable or responsible for any action or inaction, or for any direct or indirect result of the professional coaching services provided by the Coach.
   

   1. Legal and Financial Disclaimer. The Client acknowledges and agrees that the Services are not to be used in lieu of advice from a licensed attorney, accountant, and/or financial advisor.  The information provided by the Coach during the Term is not business, financial, or legal advice. The Client is advised to consult with an attorney, accountant, and/or financial advisor who understands the Client’s particular personal, business, and/or financial situation and it is the Client’s exclusive responsibility to seek such independent professional guidance and advice as needed. Further, the Client acknowledges and agrees that the Client’s success in obtaining any financial goals is dependent entirely on the Client’s business experience, motivation, and individual capacity. The Company and the Coach make no guarantees of any kind as to the Client’s earnings and income. 
      
      

   2. Medical Disclaimer. The Client acknowledges and agrees that the Services are intended to provide information and education and are not intended as medical, psychological, or psychiatric advice and are not intended to provide diagnosis, treatment, prevention, cure or guarantee. The information provided as part of the Services is not a substitute for professional medical, psychological, or psychiatric advice, diagnosis, or treatment for the Client’s individual condition and circumstance. The Client should consult with a licensed and/or registered health care professional about the Client’s individual condition and circumstance and it is the Client’s exclusive responsibility to seek such independent professional guidance and advice as needed. The Client warrants that Client has submitted to a physical examination and has a physician’s approval to participate or is participating without the approval of a physician of the Client’s own volition and at Client’s own risk. Client should always consult with a licensed and/or registered health care professional before making any health or dietary changes or beginning any exercise program. If Client is pregnant, nursing, obese, diabetic, or has any other medical or mental condition, the Client should follow the supervision of a licensed and/or registered health care professional. By starting any exercise program, the Client assumes all risks of injury, dangers, and/or hazards as a result of doing so. The Client should use any equipment shown in any exercise program as demonstrated only. The Client should not stop taking any prescribed medications or disregard or delay seeking medical advice based on any information provided as part of the Services. 

   3. NO WARRANTY. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. 

10.  Indemnification and Limitation of Liability. 

    1. Indemnification. Each of the Company, on the one hand, and the Client, on the other hand (each, an “Indemnifying Party”) shall defend, indemnify and hold harmless the other and its affiliates and their officers, directors, shareholders, managers, members, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including, without limitation, reasonable attorneys’ fees) actually incurred in connection with third-party claims which arise out of the gross negligence, willful misconduct or fraud of the Indemnifying Party, its agents or employees, as applicable. 

    2. Limitations.

       1. NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT, OTHER THAN A MATERIAL KNOWING AND INTENTIONAL BREACH OF THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR ANY PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY (i) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES, OR (ii) FOR ANY LOST PROFITS OR LOST REVENUES OR DIMINUTION IN VALUE, IN EACH CASE HOWEVER CAUSED, FROM ANY CAUSE OF ACTION OR THEORY OF LIABILITY OF ANY NATURE, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, LIABILITY UNDER ANY STATUTE OR REGULATION, OR BREACH OF WARRANTY, WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  

       2. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO THE COMPANY PURSUANT TO THIS AGREEMENT PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    3. Further Assurances. Should either Party be required to defend itself in any action, each Party shall reasonably provide any documents, testimony, evidence, in the defense of any proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or the Client assumes the defense thereof.

11. Complete Agreement. This Agreement embodies the complete agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the Parties hereto, written or oral, which may have related to the subject matter hereof in any way, including without limitation, any prior agreement. 

12. Headings; No Strict Construction. The headings of the paragraphs and sections of this Agreement are inserted for convenience only and shall not be deemed a part of or affect the construction or interpretation of any provision hereof.  The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Party. 

13. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid under applicable law; but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but except as otherwise set forth in this Agreement, this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

14. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by both Parties hereto. No waiver by any Party to this Agreement or any breach by another Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

15. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction).

16. Assignment. This Agreement shall bind and inure to the benefit of and be enforceable by the Client and the Company and their respective heirs, successors and permitted assigns.  Neither Party may assign any of its rights or assign or delegate any of its obligations hereunder without the prior written consent of the other Party hereto. Any purported assignment made by either without the required prior written consent shall be null and void and of no effect.

17. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their successors and assigns permitted under this Agreement, and no provision of this Agreement shall be deemed to confer upon any other persons any remedy, claim, liability, reimbursement, cause of action or other right except as expressly provided herein.

18. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) on the date having been delivered personally, (ii) on the date delivered by a private courier as established by evidence obtained from such courier, (iii) on the date sent by facsimile or e-mail transmission (with acknowledgement of both complete transmission and receipt), or (iv) on the fifth (5th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Notices, demands or communications to any Party hereto will, unless another address is specified in writing, be sent to the address or email address set forth below the signature of the Party to whom notice is sought to be given. 

19. Force Majeure. Neither Party shall be liable in damages, nor shall be subject to termination of this Agreement  by the other Party, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the either Party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes, or telecommunication breakdown or power outage. In any such case, the Parties hereto agree to negotiate in good faith with the goal of preserving this Agreement and the respective rights and obligations of the Parties hereunder to the extent reasonably practicable. All obligations of both Parties shall return to being in full force and effect on the termination of such occurrence or cause (including without limitation any payments  that became due and payable hereunder prior to the termination of such occurrence or cause). If such event continues for more than fourteen (14) days, either Party may terminate this Agreement. This Section does not excuse either Party's obligation to take reasonable steps to follow its normal  disaster recovery procedures or Client’s obligation to pay for services rendered.

20. Entire Agreement. This Agreement expresses the full and complete understanding of the  Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous  proposals, agreements, representations and understandings, whether written or oral, with respect  to the subject matter hereof. 

21. Absence of Presumption. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authoring any of the provisions of this Agreement. The Parties have had the opportunity to consult with counsel concerning the legal consequences of this Agreement; they have reviewed and understand the provisions of this Agreement; they have had this Agreement fully explained to them by their counsel or have had the opportunity to consult with counsel but declined to do so; and they are fully aware of and understand this Agreement’s contents and its legal effect and consequences. Each of the Parties acknowledges it enters into this Agreement freely and voluntarily and is not acting under coercion, duress, economic compulsion, nor is entering into this Agreement because of any supposed disparity in bargaining power; rather, each Party is freely and voluntarily signing this Agreement for his or its own benefit. 

22. Dispute Resolution. Except as provided below, any controversy or claim arising out of or relating to this Agreement or the breach thereof, the construction, validity, enforceability, or interpretation of this Agreement or any provision herein, including this arbitration provision, the Parties’ rights and obligations under this Agreement, or any transaction arising from or connected to this Agreement, shall be resolved by arbitration administered by judicial arbitration & mediation services (“JAMS”), pursuant to its streamlined arbitration rules and procedures.  All claims shall be heard by a single arbitrator who is a retired judge or justice, agreed upon by the Parties or selected pursuant to jams rules. The place of arbitration shall be San Diego, California. The arbitrator shall apply Delaware substantive law in the adjudication of all claims. The arbitrator may award the Prevailing Party (as defined below) in the arbitration its reasonable attorneys’ fees and expenses. Judgment on the arbitrator’s award may be entered by any state court in California. Notwithstanding the above, the Parties agree that this subsection shall not preclude a Party from applying in the superior court in San Diego County for any preliminary or emergency injunctive relief available under applicable laws for any purpose, the application for or enforcement of which shall not constitute a waiver of the agreement to submit to arbitration pursuant to this provision. Unless and until the arbitrator decides that one Party is to pay for all (or a share) of such expenses, both Parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator. The term “Prevailing Party” means the Party in whose favor final judgment by the arbitrator is rendered with respect to the dispute, controversy or claim asserted.  

23. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT.

24. Waivers. No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. For purposes hereof, a facsimile signature, checkbox or signature sent by electronic transmission upon payment will be considered an original signature.

IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the Effective Date of purchase.