BMTC Management, LLC provides volunteer/unpaid intern opportunities for the express benefit of participants to provide work experience and training in specialized skills and does not derive immediate advantage from the activities performed by the volunteers/unpaid interns. These opportunities do not displace regular employees.
This Internship agreement (the “Agreement”) will confirm the terms and conditions of
"Intern" with BMTC Management, LLC (the “Company”), to be performed at the Barwis Methods Training Center in Plymouth, Michigan, Canton, Michigan, Livingston County, Michigan, Grand Rapids, Michigan, Port St Lucie, Florida, Deerfield Beach, Florida, Los Angeles, CA and/or other location.
1. I accept the internship, which has been awarded to me by BMTC Management, LLC and understand and acknowledge the following:
a) The internship period will be:
, unless earlier terminated by either the Company or me for any reason not prohibited by law.
b) As an intern you will not be a Company employee and will not receive compensation for your services during the internship, however, in lieu of compensation, Company agrees to teach the Intern personal training instruction and techniques.
c) As an intern, Intern is not entitled to any benefits that the Company may make available to its employees, including without limitation health and life insurance benefits, sick leave, vacation or holiday pay, and retirement benefits.
d) BMTC Management, LLC accepts no responsibility for costs arising from accidents and/or illness incurred during my internship, and I assume all risk of injury, and hereby waive any and all claims for injuries and damages sustained while performing the internship.
e) I am not an employee of BMTC Management, LLC, Barwis Methods Training Center of:
LLC, and/or any other affiliated or related entity. Furthermore, nothing in this Agreement is intended to create a joint venture, partnership, agency, or employment relationship.
I acknowledge that despite my position as an Intern I am not entitled to a job with BMTC Management, LLC, Barwis Methods Training Center of
, LLC, or any other affiliated or related entity, following the conclusion of my internship and training. There is no guarantee of continuous employment and the terms and/or conditions of employment may be modified at any time.
2. I undertake the following obligations with respect to the Internship Program:
a) To observe all applicable rules, regulations, instructions, procedures and directives of BMTC Management, LLC, and/or Barwis Methods Training Center of
, LLC, and/or any other any other affiliated or related entity
b) To refrain from any conduct that would adversely effect BMTC Management, LLC, and/or Barwis Methods Training Center of
, LLC, and I will not engage in any activity which is incompatible with the aims and objectives of BMTC Management, LLC, and/or Barwis Methods Training Center of
, LLC, and/or any other any other affiliated or related entity;
c) To keep confidential any and all unpublished information made known to me or learned by me during the course of my internship that I know or ought to have known has not been made public, and except with the explicit authorization of BMTC Management, LLC, and/or Barwis Methods Training Center of
LLC, not to publish any information, reports, or papers on the basis of information obtained during the internship, both during and after the completion of my internship. For a period of twenty four (24) months immediately following the termination of my internship for any reason, whether with or without good cause or for any or no cause, I will not, without the prior written consent of BMTC Management, LLC, and/or Barwis Methods Training Center of
, LLC, (i) serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or otherwise (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate myself with, any business in competition with or otherwise similar to Barwis Methods Training Center of
, LLC’s business. The foregoing covenant shall cover my activities within a radius of 50 miles from the Barwis Methods Training Center in Plymouth, Michigan and Canton, Michigan and/or any other any other affiliated or related entity
d) To provide the Company with a copy of all materials prepared during my internship;
e) To provide immediate written notice in case of illness or other circumstances which might prevent me from completing the internship.
f) To complete the internship evaluation questionnaire at the end of my internship and to submit it to the director of the Internship Program.
3) The Company and Intern both reserve and shall have the unconditional right to terminate and cancel this Agreement at any time by providing written notice to the other party.
"INTERN / TRAINEE"
Electronic Signature Agreement. By selecting the "I Accept" button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "I Accept" you consent to be legally bound by this Agreement's terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Company instructions via Company's website or its affiliates, or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and Company. You also represent that you are authorized to enter into this Agreement.
BMTC MANAGEMENT, LLC
a Michigan limited liability company
As a condition of my internship with BMTC Management, LLC, its subsidiaries, affiliates, successors or assigns (together the "Company"), at the Barwis Methods Training Center in Plymouth, Michigan, Canton, Michigan, Livingston County, Michigan, Grand Rapids, Michigan, Port St Lucie, Florida, Deerfield Beach, Florida, Los Angeles, CA and/or other location, and in consideration of my further internship with the Company and the Company's agreement in Section 2(a), I agree to the following terms and conditions of this Agreement (the "Agreement"):
1. At-Will Internship. I UNDERSTAND AND ACKNOWLEDGE THAT MY INTERNSHIP WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" INTERNSHIP. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY. I ACKNOWLEDGE THAT THIS INTERNSHIP RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE.
2. Confidential Information.
(a) The Company agrees that upon the commencement of my internship, it will make available to me that Confidential Information of the Company that will enable me to enhance my educational experience with the Company. In exchange, I agree to use such Confidential Information solely for the Company's benefit. Notwithstanding the preceding sentence, I agree that upon the termination of my internship in accordance with Section 1, the Company shall have no obligation to provide or otherwise make available to me any of its Confidential Information. I understand that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, methodologies, research, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my internship), or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by observation.
(b) I agree at all times during the term of my internship and thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Manager of the Company, any Confidential Information of the Company.
3. Returning Company Documents, etc. I agree that, at the time of leaving the internship of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all records, data, notes, reports, lists, correspondence, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my internship with the Company or otherwise belonging to the Company, its successors or assigns. I also agree not to use any logos or other intellectual property of the Company or licensed to the Company.
4. Notification of New Employer. In the event that I leave the internship of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.
5. Solicitation of Employees. I agree that for a period of twenty four (24) months immediately following the termination of my relationship with the Company for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice, I will not hire any employees or interns of the Company and I will not, either directly or indirectly, solicit, induce, recruit or encourage any of the Company's employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or entity.
6. Interference. I agree that during the course of my internship and for a period of twenty four (24) months immediately following the termination of my relationship with the Company for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice, I will not, either directly or indirectly, interfere with the Company's contracts and relationships, or prospective contracts and relationships, including, but not limited to, the Company's customer or client contracts and relationships.
7. Covenant Not to Compete.
(a) I agree that during the course of my internship and for a period of twenty four (24) months immediately following the termination of my relationship with the Company for any reason, whether with or without good cause or for any or no cause, I will not, without the prior written consent of the Company, (i) serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or otherwise (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate myself with, any business in competition with or otherwise similar to the Company's business. The foregoing covenant shall cover my activities within a radius of 50 miles from: (i) any Barwis Methods Training Center location in any State, (ii) any Powered by Barwis locations in any State, and (iii) any training facility in any location for which BMTC Management, LLC, employs training staff in any State
(b) I acknowledge that I will derive significant value from the Company's agreement in Section 2(a) to provide me with that Confidential Information of the Company to enable me to optimize the performance of my duties to the Company. I further acknowledge that my fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither to disclose nor to use the Company's Confidential Information other than for the Company's exclusive benefit and my obligation not to compete contained in subsection (a) above, is necessary to protect the Company's Confidential Information and, consequently, to preserve the value and goodwill of the Company. I further acknowledge the time, geographic and scope limitations of my obligations under subsection (a) above are reasonable, especially in light of the Company's desire to protect its Confidential Information, and that I will not be precluded from gainful employment if I am obligated not to compete with the Company during the period and within the territory as described above.
(c) The covenants contained in subsection (a) above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in which: (i) a Barwis Methods Training Center is located, (ii) a Powered by Barwis Methods is located, and (iii) any training facility for which BMTC Management, LLC, employees are dispatched. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in subsection (a) above. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of subsection (a) above are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.
8. No Disparagement. I will not (a) make any false, misleading or disparaging representations or statements with regard to the Company or the products or services of the Company or (b) make any statement that may impair or otherwise adversely affect the goodwill or reputation of the Company.
9. Equitable Remedies. I agree that it would be impossible or inadequate to measure and calculate the Company's damages from any breach of the covenants set forth in Sections 2, 3, 5, 6, 7 and 8 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance.
10. General Provisions.
(a) Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF MICHIGAN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. I HEREBY EXPRESSLY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF MICHIGAN FOR ANY LAWSUIT FILED THERE AGAINST ME BY THE COMPANY CONCERNING MY INTERNSHIP OR THE TERMINATION OF MY INTERNSHIP OR ARISING FROM OR RELATING TO THIS AGREEMENT.
(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
(c) Severability. If one or more of the provisions in this Agreement are deemed void by law, including, but not limited to, the covenant not to compete in Section 7, then the remaining provisions will continue in full force and effect.
(d) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.
(e) Construction. The language used in this Agreement will be deemed the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against either party. Neither party nor any legal counsel shall be construed to be the drafter or primary drafter of this Agreement and in the event of any dispute regarding the construction of this Agreement or any of its provisions, ambiguities or question of interpretation shall not be construed more in favor of one party than the other; rather questions of interpretation shall be construed equally to each party.
(f) Survival. The following provisions will survive the termination or expiration of this Agreement: Sections 2, 4, 5, 6, 7, 8, 9 and 10.
11. I acknowledge and agree to each of the following items:
(a) I am executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; and
(b) I have carefully read this Agreement. I have asked any questions needed for me to understand the terms, consequences and binding effect of this Agreement and fully understand them; and
(c) I sought the advice of an attorney of my choice, or had the opportunity to do so, before signing this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day, month and year first set forth below; provided, however, that the Company executed this Agreement solely for the purpose of entering into the covenants contained in Section 2(a).
BMTC Management, LLC
By: Donnell Vanker
At Barwis Methods our mission statement is to “Help people achieve their maximum potential,to be the best they can be.” This not only applies to the clients we train but also to the staff weretain. In order to help you become the best you can be we will be carrying out routine reviewsof your performance and taking into consideration your personal goals and desires so we canhelp you achieve them. Please take a few moments to answer the following questions; your supervisor will be scheduling a time to review them with you.
What are your career aspirations for the next year, 5 years, and 20 years? Please consider desiredpositions, abilities and salaries.
What is your plan to achieve these goals and how can we help you?
What uncommon things are you willing to do that will help you achieve your goals?
This CONFIDENTIALITY & NONDISCLOSURE AGREEMENT (the “Agreement”),effective as of
is entered into among MBPT, LLC, BARWISATHLETIC EQUIPMENT MANUFACTURING, LLC, BARWIS ENTERPRISES, LLC,BMTC, LLC, BMTC OF SOUTEAST MICHIGAN, LLC, BMTC OF WEST MICHIGAN, LLC,BMTC OF CANTON, LLC, BMTC OF LIVINGSTON COUNTY, LLC, MBAE, LLC,BARWIS GRAPHICS, LLC, collectively and individually Michigan limited liability companies,and their company(s), businesses, owners, officers, subsidiaries, affiliates, employees and agents individually having a principal place of business at 44191 Plymouth Oaks Blvd., Suite 600, Plymouth, MI 48170 (collectively, the "Company") and
A. Whereas, Barwis Methods wishes to disclose to the Contractor certain information, inresponse to Contractor’s request for information, relating to Company finances, customers,suppliers, and trade secrets, as well as proprietary data about pricing and marketing practices,technology, financial information, financial projections (cash flow and revenue), programpricing, business plans, business administration, marketing plans, sales information, businessforecasts, one or more works, one or more marks or trade dress, videos or other multimediaor other related matters (collectively referred to as “Information”) for the purpose and inconsideration of Contractor’s services, and Contractor's need for the Information prior tomaking said service;
B. Whereas, Barwis Methods is in the process of creating, obtaining, and maintainingproprietary rights for all matters which either it has conceived, developed, authored, orotherwise proprietarily produced or has procured ownership thereof in the Information,including, but not limited to, confidentiality, trade secret, patent, copyright, and trademarkprotection, or for all matters which Barwis Methods presents, including, but not limited to,confidentiality, trade secret, patent, copyright, and trademark protection; and
C. Whereas, the proprietary rights referred to above and the reputations, goodwill,commercial position and advantage, both present and future, and including, but not limited to, present and future competitive position of Barwis Methods, are largely dependent upon the confidentiality of such Information and the proprietary nature of such Information in Barwis Methods.
1. Confidential and Proprietary Nature of the Information. Contractor acknowledges the confidential and proprietary nature of the Confidential Information (as defined below), and agrees to hold and keep the Confidential Information as provided in this Agreement and otherwise agrees to each and every restriction and obligation in this Agreement.
2. Confidential Information.
a. As used in this Agreement, the term “Confidential Information” means and includes any and all of the items described in paragraphs (i) and (ii) below that has been nor may hereafter be disclosed to Contractor by Company or by the directors, officers,employees, agents, consultants, advisors, Affiliates or other representatives (“Representatives”) of Company:
i. All Information provided by the Company to the Contractor to the extent it cannot be clearly established that such information either was known by the Contractor independent of disclosure, inadvertent or purposeful, by the Company prior to the Contractor’s involvement with the Company or was publicly available as assembled information from one cataloged and shelved library source. The Contractor recognizes and agrees that the Information and each feature or aspect of all Information will be considered confidential and proprietary to the Company, whether labeled as such or not, whether disclosed before or after entering into this Agreement, whether of a technical orbusiness nature, and whether discovered by explicit disclosure or mere inspection of any Information, and;
ii. Confidential information will include, but is not limited to, trade secrets concerning the business and affairs of Company, its affiliates, suppliers and clients and their identities, as well as their respective product specifications, data, know-how, formulae, compositions, processes, product testing, evaluation processes and methodology, neurological reengineering techniques, principles, and processes, evaluation reports, designs, data reporting, works, sketches, trademarks, trade dress,videos, photographs, graphs, drawings, samples, inventions and ideas, past, current; planned research and development; customer lists, current and anticipated customer contacts regardless of purpose, whether marketing, supply, design, or engineering; technical and scientific information; client notes, descriptions and other documents;prototypes, description of efforts whether successful or not, price lists, market studies, business plans, computer software and programs, and any other information, however documented, that is a trade secret within the meaning of applicable law; and
b. Any trade secrets of Company will also be entitled to all of the protections and benefits under any applicable law. If any information that Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of
c. To the extent that any Confidential Information may include materials subject to the attorney-client privilege, the Company is not waiving and will not be deemed to have waived or diminished its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to Contractor, regardless of whether Company has asserted or is or may be entitled to assertsuch privileges and protections. The parties (i) share a common legal and commercial interest in all such Confidential Information that is subject to such privileges and protections; (ii) are or may become joint defendants in proceedings to which such Confidential Information covered by such protections and privileges relates; and (iii)intend that such privileges and protections remain intact should either party become subject to any actual or threatened proceeding to which such Confidential Information covered by such protections and privileges relates. In furtherance of the foregoing, Contractor shall not claim or contend, in proceedings involving either party, that Company waived its attorney work-product protections, attorney-client privileges or similar protections and privileges with respect to any information, documents or other material not disclosed to Contractor due to Company disclosing Confidential Information (including Confidential Information related to pending or threatened litigation) to Contractor.
3. Restricted Use Of Confidential Information. Contractor agrees that the Confidential Information (a) will be kept confidential by Contractor and Contractor’s Representatives and (b) without limiting the foregoing, will not be disclosed by Contractor or Contractor’s Representatives to any person except with the specific prior written consent of Mike Barwis (the “Company Contact”) or except as expressly otherwise permitted by this Agreement.
4. Nondisclosure. Contractor will not use any Confidential Information, except to the extent necessary for the benefit of the Company and as directed by Company or in pursuit ofevaluating the Company prior to potential services (the “Purpose”) and Contractor will not disseminate or in any way disclose any Confidential Information to any person, firm, business or governmental agency or department, except where the disclosure is expressly permitted in this Agreement. Furthermore, Contractor may not disclose the existence of any negotiations, discussions or consultations in progress between the parties to any person, firm or business or to any form of public media without the prior written approval of Company. Contractor shall treat all Confidential Information with the same degree of care as Contractor accords to Contractor’s own confidential information, but in no case shall Contractor use less than reasonable care. Contractor shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Contractor shall assist
5. Exceptions. All of the foregoing obligations and restrictions do not apply to that part o fthe Confidential Information that Investor demonstrates:
a. Was or becomes generally available to the public prior to, and other than as a result of, a disclosure by Contractor or Contractor’s Representatives; or
b. Was available, or becomes available, to Contractor on a non-confidential basis prior to its disclosure to Contractor by Company or a Company’s Representative, but only if (i) the source of such information is not bound by a confidentiality agreement with Company or is not otherwise prohibited from transmitting the information to Contractoror Contractor’s Representatives by a contractual, legal, fiduciary or other obligation and (ii) Contractor provides Company with written notice of such prior possession either (A)prior to the execution and delivery of this Agreement or (B) if Contractor later becomes aware of (through disclosure to Contractor or otherwise through Contractor’s work on theTransaction) any aspect of the Confidential Information of which Contractor had prior possession, promptly upon Investor becoming aware of such aspect.
6. Legal Proceedings. If Contractor or any of Contractor’s Representatives becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand or similar process) to make any disclosure that is prohibited or otherwise constrained by this Agreement, Contractor or such Representative, as the case may be, will provide Company with prompt notice of such legal proceedings so that it may seek an appropriate protective order or other appropriate relief or waive compliance with the provisions of this Agreement. In the absence of a protective order or Contractor’s receiving such a waiver from Company, Contractor or its Representative is permitted (with Company’s cooperation but at Contractor’s expense) to disclose that portion (and only that portion) of the Confidential Information that Contractor or the Representativeis legally compelled to disclose, provided, however, that Contractor and Contractor’s Representatives must use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded by any person to whom any Confidential Information is so disclosed.
7. Ownership and Return of Confidential Information and Other Materials. All Confidential Information, whether created by Company or Contractor, shall be the property of Company and no license or other rights to Confidential Information or Derivatives is granted or impliedhere by. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material protected by trade secret, any new material derived from the existing trade secret material, including new material that may be protected under copyright, patent and/or trade secret laws. Contractor hereby does and agrees to
8. No Grant of Right or License. The Company does not grant any right or license, either expressly or by implication, estoppel, or otherwise, to any technology, design, fitness cycle orprogram, training cycle or program, one or more works, one or more marks or trade dress, orother related matters or to any patent, trade secret, invention, trademark, trade dress, copyright or other intellectual property right of the Information except for the purposes of disclosure in this Agreement.
9. Remedies. Contractor agrees to indemnify and hold Company and its owners harmless from any damages, loss, cost or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from any disclosure by Contractor or Contractor’s Representatives of the Confidential Information other than as expressly permitted by this Agreement. The Contractor recognizes that any disclosure of Confidential Information will cause immediate, irreparable harm to the Company. Any breach or threatened breach of this Agreement, therefore, may be presented to either a court or binding arbitrator forenforcement by both injunction and damages, at the election of the Company. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to Company. All obligations of this Agreement shall survive any termination of employment or contract for the Company whether by the Contractor or the Company and shall remain in effect until and to the extent that each item of Confidential Information can be clearly shown to be in the public domain through access to cataloged and shelved library sources.
10. Equitable Relief. Because the Company does not have an adequate remedy at law to protect its business from the breach of confidentiality obligations under this Agreement, the Company shall be entitled to injunctive relief, in addition to such other remedies and relief that would, in the event of a breach of the provisions of this Agreement, be available to the Company. In the event of such a breach, in addition to any other remedies, the Company shall be entitled to receive from Contractor and Contractor agrees to pay to the Company the sum of $50,000.00 per breach occurrence and reimbursement for its reasonable attorney fees and disbursements incurred in enforcing any such provision.
a. Modification. This Agreement and the agreements set forth in this Agreement maybe modified or waived only by a separate writing signed by Company and Contractor expressly modifying or waiving this Agreement or such agreements.
b. Waiver. Neither the failure nor any delay by any party in exercising any right,power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.
c. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. If any of the covenants or provisions of this Agreement are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the court making such determination shall reduce such extent, duration, scope or other provision and enforce them in their reduced form for all purposes contemplated by this Agreement.
d. Costs. Contractor agrees that if it is held by any court of competent jurisdiction or arbitration to be in violation, breach or nonperformance of any of the terms of this Agreement, then it will promptly pay to Company all costs of such action or suit,including reasonable attorneys’ fees.
e. Section Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections ofthis Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.
f. Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based upon any right arising out of, this Agreement may be brought against either of the parties in the courts of the State of Michigan, County of Washtenaw, or, if it has or can acquire jurisdiction, in the United States District Court for the Eastern District of Michigan, or binding arbitration, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere inthe world.
g. Governing Law. This Agreement will be governed by the laws of the State of Michigan without regard to conflicts-of-laws principles.
h. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures ofthe parties transmitted by facsimile shall be deemed to be their original signatures for any purpose whatsoever.
hereby affirm that I am entering a course of instruction in physical fitness and performance training. By enrolling in this training program, I certify that I am cognizant of all the inherent dangers of physical fitness and therapy, and the basic safety rules for activities connect herewith. I acknowledge that such participation will necessarily involve participation in exercises that may be physically demanding and will subject the participant to stress, anxiety and possible hazards. I understand that the activity involves inherent other risks of INJURY. I voluntarily agree to expressly assume all such risks which may result from the activity or in any way related to my participation in the activity.
I hereby release Barwis Methods Training Centers, LLC, Barwis Methods Training Center of Southeast Michigan, LLC, BMTC Management, LLC, Barwis Methods Training Center of West Michigan, LLC, Barwis Methods Training Center of Livingston County, LLC, Barwis Methods Training Center of Canton, LLC, MBPT, LLC and Barwis Athletic Equipment Manufacturing (collectively referred to as “Barwis Methods”), and its members, affiliated companies, managers, employees, faculty, staff, agents, instructors and all individuals assisting with the activity (“Releasees”), from any legal liability for injury or death, including, but not limited to any and all economic loss, caused by, arising out of, or resulting from my participation in the activity or in any way connected with my participation in the activity, or my presence on the property, whether such injury or death was cause by the alleged negligence of Releasees, another participant, or any other person or cause. This agreement will apply for each and every day I engage in the activity without requiring me to sign an additional form for each day or activity.
I further agree to defend and indemnify Releasees for loss or damage, including any that result from claims or lawsuits for personal injury, death, or personal property damage, relating to the activity or use of any Barwis Methods equipment and/or equipment utilized by Barwis Methods for instruction in physical fitness and performance training. I represent that I am in satisfactory physical condition to participate in the activity, and I acknowledge that Barwis Methods is relying upon such representation in permitting me to engage in the activity. I authorize any person connected with the activity to administer first aid to me, as they deem necessary. I authorize medical care and transportation to a medical facility or hospital for treatment necessary for my well being, at my expense.
This agreement is governed by the laws of the State of Michigan, and exclusive jurisdiction and venue shall be in the Circuit Court of Wayne County, Michigan. If any part of the agreement is determined to be unenforceable, all other parts shall be given full force and effect. The undersigned, (individual, parent or guardian) acknowledges that she/he is signing this agreement on behalf of (themselves, or a minor) and that the (individual or minor) shall be bound by the terms of the agreement. This agreement shall be binding on the participant’s assignees, subrogors, heirs, next of kin, executors and personal representatives.
In the interest of maintaining the safety and security of our customers, employees and property, Barwis Methods (the "Company") will order a “consumer report” (a background report) or “investigative consumer report" on you in connection with your employment application, and if you are hired, or if you already work for the Company, may order additional background reports on you for employment purposes.The background check company, ADP Screening and Selection Services, will prepare the background report for the Company. ADP Screening and Selection Services is located at 301 Remington Street, Fort Collins, CO, 80524, and can be reached by phone at 800-367-5933 or at their Internet Web site address www.adpselect.com.The background report may contain information concerning your character, general reputation, personal characteristics, mode of living, and credit standing. The types of information that may be ordered include but are not limited to: Social Security number verification; criminal, public, educational and, as appropriate, driving records checks; verification of prior employment; reference, licensing and certification checks; credit reports; drug testing results; and, if applicable, worker’s compensation injuries. Workers’ compensation information will only be requested in compliance with federal Americans with Disabilities Act and/or any other applicable federal, state or local laws and only after a conditional job offer is made. Credit history will only be requested when permitted by law and where such information is substantially related to the duties and responsibilities of the position for which you are applying. The information may be obtained from private and public record sources, including personal interviews with your associates, friends, and neighbors. (An “investigative consumer report” is a background report that includes information from such personal interviews, except in California where that term means any background report that is not a credit report.) The nature and scope of the most common form of investigative consumer report is an investigation into your education and/or employment history conducted by ADP Screening and Selection Services or another outside organization.You may request more information about the nature and scope of an investigative consumer report, if any, by telephoning the Company at 734-259-7100. A summary of your rights under the Fair Credit Reporting Act is also being provided to you with this form.The Fair Credit Reporting Act gives you specific rights in dealing with consumer reporting agencies. You will find these rights summarized on A Summary of Your Rights Under the Fair Credit Reporting Act and A Summary of Your Rights Under the Provisions of California Civil Code Section 1786.22 as provided here.
STATE LAW NOTICES
If you live or work for the Company in the states listed below, please note the following:
CALIFORNIA: You may view the file that ADP Screening and Selection Services has for you, and order a copy of the file, upon submitting proper identification and paying copying costs, by coming to their offices, during normal business hours and on reasonable notice, or by certified mail or mail. You may also ask for a file-summary by telephone. ADP Screening and Selection Services can answer questions about information in your file, including any coded information. If you come in person, another person can come with you, so long as that person can show proper identification.
MAINE: If you ask us, you have the right to know whether the Company ordered an investigative consumer report on you. You may request the name, address, and telephone number of the nearest office for ADP Screening and Selection Services. You will get this information within 5 business days of our receipt of your request. You have the right to ask ADP Screening and Selection Services for a free copy of the report.
MARYLAND: If the Company obtains credit history information on you, it will be used to evaluate whether you would present an unacceptable risk of theft or other dishonest behavior in the job for which you are being considered.
MASSACHUSETTS/NEW JERSEY: If you submit a request to us in writing, you have the right to know whether the Company ordered an investigative consumer report from ADP Screening and Selection Services. You may inspect and order a free copy of the report by contacting ADP Screening and Selection Services.
MINNESOTA: If you submit a request to us in writing, you have the right to get from the Company a complete and accurate disclosure of the nature and scope of the consumer report or investigative consumer report ordered, if any.
NEW YORK: If you submit a request to us in writing, you have the right to know whether the Company ordered a consumer report or an investigative consumer report from ADP Screening and Selection Services, and you will be provided with the name and address of ADP Screening and Selection Services. You may inspect and order a free copy of the reports by contacting ADP Screening and Selection Services. By signing below, you certify you have received a copy of Article 23A of the New York Correction Law is being provided with this form.
OREGON: If the Company obtains credit history information on you, it will be used to evaluate whether you would present an unacceptable risk of theft or other dishonest behavior in the job for which you are being considered.
WASHINGTON STATE: If you submit a request to us in writing, you have the right to get from the Company a complete and accurate disclosure of the nature and scope of the investigative consumer report we ordered, if any. You also have the right to ask ADP Screening and Selection Services for a written summary of your rights under the Washington Fair Credit Reporting Act. If the Company obtains information bearing on your credit worthiness, credit standing or credit capacity, it will be used to evaluate whether you would present an unacceptable risk of theft or other dishonest behavior in the job for which you are being considered.
AUTHORIZATION FOR BACKGROUND CHECKS
After carefully reading this Background Check Disclosure and Authorization form, I authorize the Company to order my background report, including investigative consumer reports. I understand that the Company may rely on this authorization to order additional background reports, including investigative consumer reports, during my employment without asking me for my authorization again as allowed by law.I also authorize the following agencies and entities to disclose to ADP Screening and Selection Services and its agents all information about or concerning me, including but not limited to: my past or present employers; learning institutions, including colleges and universities; law enforcement and all other federal, state and local agencies; federal, state and local courts; the military; credit bureaus; testing facilities; motor vehicle records agencies; if applicable, worker’s compensation injuries; all other private and public sector repositories of information; and any other person, organization, or agency with any information about or concerning me. Workers’ compensation information will only be requested in compliance with federal Americans with Disabilities Act and/or any other applicable federal, state or local laws and only after a conditional job offer is made. The information that can be disclosed to ADP Screening and Selection Services and its agents includes, but is not limited to, information concerning my employment history, earnings history, education, credit history, motor vehicle history, criminal history, military service, professional credentials and licenses and substance abuse testing.I agree the Company may rely on this authorization to order background reports, including investigative consumer reports, from companies other than ADP Screening and Selection Services without asking me for my authorization again as allowed by law. I also agree that a copy of this form is valid like the signed original. I certify that all of the personal information I provided is true and correct.
Subscribed and sworn before me:
Enter Any Other Names Used (including maiden names):
Addresses Within The Past Seven Years (use text boxes below if you need to add additional addresses)