TRAINER / INDEPENDENT CONTRACTOR AGREEMENT,RELEASE, ASSUMPTION OF RISK, DEFENSE,AND INDEMNITY AGREEMENT

THIS DOCUMENT CONTAINS IMPORTANT LEGAL RIGHTS AND OBLIGATIONS INCLUDING RELEASE OF LIABILITY, DEFENSE OBLIGATIONS, ASSUMPTION OF RISK, AND INDEMNITY PROVISIONS.

PLEASE READ CAREFULLY BEFORE SIGNING.

This Trainer / Independent Contractor Agreement, Release, Assumption of Risk, Defense, and Indemnity Agreement (“Agreement”) is entered into by and between Reciprocity Ranch LLC, together with the owners of the real property located at 16510 Franzen Farm Rd., San Diego, California 92127 (“Stable” or “Reciprocity Ranch”), and:

1. INDEPENDENT CONTRACTOR STATUS

Trainer is and shall remain an independent contractor at all times.

Nothing contained herein shall be construed to create:

employment;

partnership;

joint venture;

agency;

franchise;

fiduciary relationship; or

employer/employee relationship

between Trainer and Reciprocity Ranch LLC.

Trainer shall have no authority to bind Reciprocity Ranch LLC contractually or otherwise.

Trainer shall be solely responsible for:

taxes;

insurance;

workers compensation;

payroll obligations;

licensing;

business permits;

assistants;

subcontractors; and

compliance with applicable laws.

2. NO EMPLOYMENT BENEFITS

Trainer acknowledges no entitlement to:

wages;

salary;

overtime;

workers compensation benefits;

unemployment benefits;

health insurance;

retirement benefits;

vacation;

sick leave; or

employee protections

from Reciprocity Ranch LLC.

3. ACCESS PRIVILEGES

Trainer is granted limited revocable permission to enter the property solely for approved equine-related activities authorized by Reciprocity Ranch LLC.

Stable reserves the unrestricted right to:

restrict access;

suspend privileges;

revoke access;

deny entry;

limit activities; or

remove Trainer from the property

at any time and for any lawful reason.

4. COMPLIANCE WITH STABLE RULES

Trainer agrees to comply with:

all Stable Rules;

safety policies;

biosecurity procedures;

evacuation procedures;

scheduling restrictions;

access restrictions; and

operational directives

issued by Reciprocity Ranch LLC.

Violation of Stable Rules or unsafe conduct constitutes grounds for immediate termination of access privileges.

5. INSURANCE REQUIREMENTS

Trainer shall maintain at Trainer’s sole expense:

commercial general liability insurance;

equine professional liability insurance; and

any legally required workers compensation insurance.

Minimum liability coverage shall be:

$1,000,000 per occurrence
$2,000,000 aggregate

or such greater amount as Stable may require.

Trainer shall provide proof of insurance upon request.

Trainer shall name Reciprocity Ranch LLC and Franzen Farm Road Realty LLC as additional insured and provide certificates.

Failure to maintain insurance constitutes material breach.

6. CLIENT RELEASE REQUIREMENTS

Trainer shall ensure that all students, riders, clients, assistants, guests, employees, contractors, family members, and invitees entering the property execute Reciprocity Ranch LLC’s required liability releases before entering horse areas or participating in equine activities.

Trainer shall not permit any person to ride, train, handle, or interact with horses on the property without required releases.

7. ACKNOWLEDGMENT OF DANGEROUS ACTIVITIES

TRAINER UNDERSTANDS, ACKNOWLEDGES, AND EXPRESSLY AGREES THAT EQUINE ACTIVITIES ARE INHERENTLY DANGEROUS ACTIVITIES WHICH MAY RESULT IN SERIOUS INJURY, PERMANENT DISABILITY, DEATH, PROPERTY DAMAGE, OR OTHER LOSS.

Trainer acknowledges horses are unpredictable animals capable of dangerous behavior regardless of training, handling, supervision, or past performance.

Risks include, without limitation:

kicking;

biting;

bucking;

rearing;

collisions;

horse escape;

herd behavior;

tack failure;

fence failure;

gate failure;

negligent acts of others;

wildfire;

severe weather;

uneven terrain;

limited supervision; and

the ordinary negligence of Stable and Released Parties.

8. EXPRESS ASSUMPTION OF RISK

Trainer voluntarily and expressly assumes all risks of injury, death, economic loss, property damage, horse loss, or other loss arising from or related to:

riding;

training;

instructing;

horse handling;

turnout;

transportation;

observing equine activities;

use of ranch facilities;

exposure to horses; or

presence on the property.

This assumption applies whether risks are known or unknown, foreseeable or unforeseeable.

9. RELEASE OF LIABILITY

IN CONSIDERATION OF BEING ALLOWED TO ENTER THE PROPERTY OR CONDUCT ACTIVITIES ON THE PROPERTY, TRAINER, FOR THEMSELVES AND THEIR FAMILY MEMBERS, AGENTS, EMPLOYEES, ASSISTANTS, CONTRACTORS, CLIENTS, STUDENTS, REPRESENTATIVES, SUCCESSORS, ASSIGNS, INSURERS, ESTATE, AND ANY PERSON CLAIMING THROUGH TRAINER, HEREBY RELEASES, WAIVES, DISCHARGES, HOLDS HARMLESS, AND COVENANTS NOT TO SUE RECIPROCITY RANCH LLC, THE PROPERTY OWNERS, FRANZEN FARM ROAD REALTY LLC, LANDOWNERS, LESSORS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, VOLUNTEERS, AGENTS, AFFILIATED ENTITIES, INSURERS, SUCCESSORS, ASSIGNS, AND ASSOCIATES (COLLECTIVELY “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, LIABILITIES, COSTS, EXPENSES, OR ATTORNEY’S FEES OF ANY KIND ARISING OUT OF OR RELATED TO:

bodily injury;

death;

emotional distress;

property damage;

horse injury;

horse illness;

horse escape;

premises conditions;

herd turnout;

tack failure;

transportation;

fire;

disease;

negligent supervision;

limited supervision; or

the ordinary negligence of Released Parties.

THIS RELEASE APPLIES TO ALL CLAIMS WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEN OR UNFORESEEN.

10. CALIFORNIA CIVIL CODE SECTION 1542 WAIVER

TRAINER EXPRESSLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

11. DEFENSE, INDEMNITY, AND HOLD HARMLESS

Trainer shall defend, indemnify, release, and hold harmless the Released Parties from and against any and all claims, demands, causes of action, liabilities, damages, judgments, settlements, fines, penalties, liens, costs, expenses, attorney’s fees, expert fees, investigative expenses, and litigation costs of every kind or nature whatsoever, whether incurred before suit, during litigation, on appeal, or otherwise, arising out of or related in any way to:

a. Trainer’s presence on the property;

b. Trainer’s riding, training, instruction, horse handling, transportation, turnout, supervision, or equine activities;

c. Any student, rider, client, assistant, employee, contractor, guest, invitee, or other person associated with Trainer;

d. Injury, death, or property damage suffered by any person, horse, animal, or property arising from or related to Trainer or persons associated with Trainer;

e. Any allegation that a Released Party was negligent, except to the limited extent caused by gross negligence or willful misconduct as finally determined by a court of competent jurisdiction;

f. Any failure by Trainer to obtain required releases; and

g. Any breach of this Agreement or Stable Rules by Trainer.

These obligations shall survive termination of this Agreement and departure from the property.

12. NO AUTHORITY TO OPERATE BUSINESS ON BEHALF OF STABLE

Trainer shall not:

represent themselves as an employee or agent of Reciprocity Ranch LLC;

advertise ownership or control of the property;

bind Reciprocity Ranch LLC contractually;

collect money on behalf of Stable;

grant property access rights to others;

sublicense use of the property; or

represent that Reciprocity Ranch LLC endorses Trainer’s services.

13. NO EXCLUSIVITY

Nothing herein grants Trainer exclusive rights to:

train on the property;

use facilities;

conduct lessons;

access arenas;

use turnout areas; or

conduct equine business activities.

Stable may permit other trainers, riders, contractors, or equine professionals to operate on the property at its sole discretion.

14. HORSE HEALTH / BIOSECURITY

Trainer agrees to comply with all biosecurity, quarantine, vaccination, and health-related protocols established by Stable.

Trainer shall immediately report:

fever;

coughing;

nasal discharge;

neurological symptoms;

contagious illness;

injuries; or

unsafe horse behavior.

Stable may quarantine, isolate, deny entry to, or remove horses in Stable’s sole discretion.

15. SURVEILLANCE / RECORDING CONSENT

Trainer acknowledges that portions of the property may be monitored or recorded by surveillance cameras, photography, or video equipment for operational, evidentiary, safety, security, or promotional purposes.

Trainer consents to such recording.

Trainer shall not commercially photograph, film, livestream, drone-record, or publish commercial content from the property without prior written approval from Reciprocity Ranch LLC.

16. FIRE / EVACUATION / DISASTER RISKS

Trainer acknowledges wildfire, fire, flooding, severe weather, evacuation, utility interruption, and disaster risks associated with rural Southern California horse properties.

Released Parties shall retain sole discretion regarding:

evacuation timing;

horse relocation;

transportation decisions;

emergency access restrictions;

turnout decisions;

quarantine measures;

facility closures; and

emergency procedures.

Released Parties shall not be liable for injury, death, illness, horse loss, transportation decisions, or property damage arising from emergencies, evacuation orders, wildfire, acts of nature, utility interruption, governmental action, or other events beyond their reasonable control.

17. NO WARRANTY OF SAFETY

Trainer acknowledges that Released Parties cannot and do not guarantee the safety, condition, temperament, supervision, health, suitability, or compatibility of any horse, pasture, fencing, gate, structure, footing, tack, trailer, equipment, facility, or activity.

Accidents may occur despite reasonable precautions.

18. MEDIATION

Prior to filing litigation, Trainer agrees to first attempt in good faith to resolve disputes through mediation in San Diego County, California.

Nothing herein shall prevent Released Parties from seeking emergency equitable relief, injunctive relief, collection remedies, lien enforcement, or actions necessary to protect persons, horses, or property.

19. ATTORNEY’S FEES

Released Parties shall be entitled to recover attorney’s fees and costs incurred in enforcing this Agreement, whether or not litigation is filed.

In any dispute arising from this Agreement, the prevailing party shall additionally be entitled to recover reasonable attorney’s fees and costs.

20. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California.  Venue for any dispute arising from or related to this Agreement shall be exclusively in San Diego County, California.

21. ELECTRONIC SIGNATURES

Electronic signatures, scanned signatures, electronic copies, and PDF copies shall be treated as originals and fully enforceable.

22. SEVERABILITY

If any provision of this Agreement is determined invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain fully enforceable and shall continue in full force and effect.

23. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement concerning Trainer’s use of the property and supersedes all prior oral or written discussions, negotiations, or understandings concerning Trainer’s activities on the property.

No oral modification shall be enforceable.

Any modification must be in writing signed by Reciprocity Ranch LLC.

24. ACKNOWLEDGMENT

TRAINER ACKNOWLEDGES THAT THIS DOCUMENT CONTAINS A RELEASE OF LIABILITY, ASSUMPTION OF RISK, WAIVER OF CLAIMS, DEFENSE OBLIGATIONS, AND INDEMNITY AGREEMENT WHICH MAY SUBSTANTIALLY LIMIT TRAINER’S LEGAL RIGHTS.

TRAINER FURTHER ACKNOWLEDGES HAVING HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT.

TRAINER ACKNOWLEDGES HAVING READ THIS ENTIRE DOCUMENT CAREFULLY, UNDERSTANDS ITS TERMS, UNDERSTANDS IT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED UNDER CALIFORNIA LAW, AND SIGNS IT FREELY AND VOLUNTARILY.