In consideration of observing to consider to become a Certified Instructor for Get S-M-A-R-T® (the “Curriculum”) by Calla Clinic LLC, an Indiana limited liability company d/b/a Calla Collaborative Health (“CCH”), I acknowledge, accept, and agree as follows:
A. Ownership and Use of Curriculum
1. My Observation of the Curriculum is being provided on behalf of Calla Clinic, LLC (the “Agency”), which is the sole owner of S-M-A-R-T® (the “Curriculum”), and observing of the Curriculum are non-transferrable and does not make me a Certified S-M-A-R-T® facilitator.
2. I will not, and do not, have any rights to the Curriculum by virtue of observing the Curriculum.
3. I acknowledge that:
a. CCH is the sole owner of the Curriculum and all material and information relating to the Curriculum, including any material and information subsequently revealed to me.
b. All elements of the Curriculum are trade secrets or confidential information of CCH, including, but not limited to, Curriculum material and activities, logos, trademarks, copyrights, participation packets, price lists, training manuals, policy manuals, sales-promotion aids, business forms, informational bulletins, and any other such similar information provided to me by CCH and as such are revealed to me solely for the purpose of enabling me to use the Curriculum under the Curriculum Agreement.
4. I shall not use any exercises or clinical activities unique to the Curriculum in any group, class, or counseling work with clients not approved by the Agency nor shall I use the Curriculum to develop a similar substance abuse program or system.
5. Upon the completion of observing the S-M-A-R-T® program,
a. I shall not continue to use Curriculum materials or teach Curriculum classes.
b. I shall not be considered a “Certified Instructor” of the Curriculum unless and until I attend a training and enter into a License or Purchase Agreement for the Curriculum with CCH.
c. I shall not use the Curriculum materials or style to develop a similar virtual substance use program or system.
6. I specifically acknowledge and agree that this training to observation includes class attendance; and I will respect the rights to privacy and follow all HIPAA guidelines and regulations for all participants in the program.
1. This Agreement shall be governed by the laws of the State of Indiana without regard to conflict of law provisions. I consent and agree to the jurisdiction of the Tippecanoe County, Indiana state courts or, in the event of federal jurisdiction, the federal courts in Indiana.
2. Any provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and such invalidity or unenforceability shall not invalidate or render unenforceable such provision.
3. Failure by CCH to take action on any default by me shall not constitute a waiver by CCH of that or of any other default by me. No express waiver by CCH of any provision or performance under this Agreement or of any default by me shall be construed as a waiver of any other or future provision, performance, or default.
4. Headings are for convenient reference only and shall not be construed as part of this Agreement to limit or define the meaning of any provision in the Agreement.
I have carefully read and reviewed this document, and I sign it freely and voluntarily.