NON COMPETE/NON-DISCLOSURE
Purpose
This agreement, when countersigned below, shall constitute an agreement regarding certain confidential and proprietary information and
trade secrets (“Confidential Information”) relating to the business of IMPERIAL PHYSIQUES and Client (competitor)
(collectively referred to as the “Parties”), as of the date executed by IMPERIAL PHYSIQUES (the “Effective Date”). For purposes of
this agreement IMPERIAL PHYSIQUES will be referred to as “Disclosing Party” and CLIENT is hereinafter referred to as the
“Recipient”.
Recipient shall strictly maintain the confidentiality of the Proprietary Information. Proprietary information may be shared between the
Parties for use in prepping and competing under IMPERIAL PHYSIQUES and its clients.
Non-Compete
During this agreement Recipient shall not represent, provide services for or engage in any other way any other business of a similar
nature to the business of IMPERIAL PHYSIQUES (Contest Preparation, physique competitions, or Personal Training) without the
written consent of IMPERIAL PHYSIQUES. It is understood that Recipient will be representing IMPERIAL PHYSIQUES exclusively
for a minimum of 12 months from the date of this agreement.
Recipient warrants and guarantees that during this agreement and for the twelve month period following the termination of this
agreement shall not directly or indirectly engage in any similar business (Contest Preparation, Physique Competitions, or Personal
Training) with IMPERIAL PHYSIQUES current clients or IMPERIAL PHYSIQUES former clients. Nor shall recipient solicit any
client of IMPERIAL PHYSIQUES for the benefit of a third party that is engaged in a similar business to that of IMPERIAL
PHYSIQUES or hire any employees or staff or former members of IMPERIAL PHYSIQUES.
Early termination of this agreement is subject to a $500 penalty paid in full by the party in default of this agreement. The payment is
due upon breech of contract. If the individual chooses not to pay and a civil suit is needed the competitor will take on full responsibilities
for all legal costs incurred by IMPERIAL PHYSIQUES.
Confidential Information
As used herein “Confidential Information” shall mean any and all technical and non-technical information provided by the IMPERIAL
PHYSIQUES, including but not limited to: data or other proprietary information relating to products, inventions, plans, methods,
processes, know-how, developmental or experimental work, computer programs, databases, authorship, customer lists, the names of
vendors or suppliers, marketing methods, reports, analyses, business plans, financial information, statistical information, or any other
subject matter pertaining to any business of IMPERIAL PHYSIQUES or any its respective clients, consultants, or licensees that is
disclosed to the recipient under the terms of this Agreement.
Permitted Disclosure
Confidential Information does not include information which:
•Has become generally known to the public through no wrongful act by the Recipient;
•Has been rightfully received by Recipient from a third party without restriction on
disclosure and without breach of an obligation of confidentiality running either directly
or indirectly to the Recipient;
•Has been approved for release to the general public by written authorization of the
Disclosing Party;
•Has been disclosed pursuant to the requirement of a governmental agency or a court of
law without similar restrictions or other protections against public disclosure; or,
•Has been independently developed by the Recipient without use, directly or indirectly of
the Disclosing Party’s Confidential Information.
Confidentiality
Recipient acknowledges that it will have access to certain parts of IMPERIAL PHYSIQUES Confidential Information and agrees that it
shall not directly or indirectly divulge, disclose or communicate any of the Confidential Information to any third party, except as may be
required in the course of any formal business association or dealings with the Disclosing Party and in any event, only with the prior
written approval of the Disclosing Party. The Recipient acknowledges that no license of the Confidential Information, by implication or
otherwise, is granted to the Recipient by reason of this Agreement. Additionally, the Recipient acknowledges that it may only use the
Confidential Information in connection with its business dealings with the Disclosing Party and for no other purpose without the prior
written consent of the Disclosing Party. The recipient further agrees that all Confidential Information, including without limitation any
documents, files, reports, notebooks, samples, lists, correspondence, software, or other written or graphic information provided by
IMPERIAL PHYSIQUES or produced using the IMPERIAL PHYSIQUES Confidential Information, will be held strictly confidential
and returned upon request to the Disclosing Party. The term of this Agreement will be ongoing as long as the Parties are working
together in any formal capacity. The conditions of this Agreement shall survive the termination of this Agreement.
Return of Materials
Payment covers recipient for one show prep, The payment expires after 1 year. NO REFUNDS WILL BE GIVEN FOR ANY
REASON. Upon termination or expiration of the Agreement, or upon written request of IMPERIAL PHYSIQUES, the recipient shall
promptly return all documents and other tangible materials representing IMPERIAL PHYSIQUES and the Confidential Information and
all copies thereof. IMPERIAL PHYSIQUES shall notify immediately the recipient upon discovery of any loss or unauthorized
disclosure of the Confidential Information

Remedies
Should the Recipient breach any of the provisions of this Agreement by unauthorized use, or by disclosure of the Confidential
Information to any unauthorized third party to IMPERIAL PHYSIQUES detriment or damage, the Recipient agrees to reimburse the
Company for any loss or expense incurred by IMPERIAL PHYSIQUES as a result of such use or unauthorized disclosure or attempted
disclosure, including without limitation court costs and reasonable attorney’s fees incurred by IMPERIAL PHYSIQUES in enforcing the
provisions hereof. Recipient further agrees that any unauthorized use of or disclosure of the Confidential Information will result in
irreparable damage to IMPERIAL PHYSIQUES and that IMPERIAL PHYSIQUES shall be entitled to an award by any court of
competent jurisdiction of a temporary restraining order and/or preliminary injunction against such unauthorized use or disclosure by the
Recipient without the need to post a bond. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of
this Agreement but shall be in addition to all other remedies available at law or equity.
Partnership and Commissions
The recipient must divulge all business information and sponsor partnerships (profit or non-profit) relating to that of IMPERIAL
PHYSIQUES (Contest Preparation, physique competitions, or Personal Training). In the event that IMPERIAL PHYSIQUES agrees to
a partnership or a separation of parties, IMPERIAL PHYSIQUES may garnish no less than 30% of the recipient’s revenue pertaining to
the information or skills acquired while working with IMPERIAL PHYSIQUES. IMPERIAL PHYSIQUES then has the sole discretion
in this matter.
Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to its conflicts
of laws principles. Any disputes arising from or related to the subject matter of this Agreement shall be heard in a court of appropriate
jurisdiction in Port St Lucie, FL and the parties hereby consent to the personal jurisdiction and venue of these courts. If any provisions of
this Agreement or its applications is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of
any other provisions and applications herein shall not in any way be affected or impaired.
Entire Agreement
This Agreement is the entire agreement of the parties. This Agreement may be modified only by a subsequent written agreement signed
by both parties hereto.
In Witness Whereof, the parties hereto have caused this Non-Compete/Non-Disclosure Agreement to be executed by a duly authorized
representative of such party of such party as of the Effective Date.

 

 

Imperial Physiques™
MEMBER CONFIDENTIALITY AGREEMENT
I, the undersigned, acknowledge and agree to the terms of this Member Confidentiality Agreement (“Agreement”) as a
condition of my membership in Imperial Physiques™, receipt of The Imperial Physiques Training System™ materials,
including fitness and nutrition plans, and, if applicable, eligibility to participate in Imperial Physiques™ camps and
competitions as a Imperial Physiques athlete.
I further acknowledge and agree that this Agreement is necessary to protect the ownership interest of Imperial Physiques™
in the Imperial Physiques Training System™, which is a unique fitness and nutrition training system, and to protect the
exclusivity of the Imperial Physiques Training System™ principles for Imperial Physiques™ members.
Therefore, I agree to the following:
I will keep confidential all Imperial Physiques™ information and materials provided to me including without limitation,
the following all of which shall be collectively referred to herein as the “Confidential Information and Materials:”
Imperial Physiques™ business model;
Imperial Physiques Training System™;
Training programs;
Cardio programs;
Exercises, including exercise combinations;
Training style guidelines;
Training format;
Nutrition plans and programs;
Supplements;
Training garments;
Training equipment;
Camp format;
Camp lecture topics;
Posing techniques;
Public relations training;
Hair/makeup/suit selection guidelines;
All aspects of stage and show training.
I will not give, forward or share the Confidential Information and Materials to or with any other person or entity for any
reason. I may share Confidential Information and Materials with other Imperial Physiques athletes.
I will not publish, post or blog about any Confidential Information and Materials on Twitter, Facebook,
Instagram, SnapChat or any other social media site or in any other electronic or print media without permission from
Imperial Physique. I will not divulge Confidential Information and Materials in any oral or written interview, whether or
not recorded, or in any other written or verbal communication.
I understand that Imperial Physiques™ competition posing and presentation principles may not be taught
to anyone other than Imperial Physiques athletes. I understand and agree that I may NOT engage in competition posing
and presentation practice with any non-Imperial Physiques athlete.
I will not use the Confidential Information and Materials for any purpose except for the benefit of Imperial
Physiques™ and to further my success as a Imperial Physiques competitor, as applicable. I will not use the Confidential
Information and Materials, or any derivatives thereof, to start my own fitness and nutrition training team or organization or
to otherwise compete with, or assist any other person or entity to compete with, Imperial Physiques™.
I understand that if Imperial Physiques™ discovers that I have improperly disclosed any Confidential Information or
Confidential Materials or have otherwise breached this Agreement, then my membership will be terminated immediately
without a refund. I further understand that Imperial Physiques™ reserves all rights available to it in equity and law, and
that the prevailing party in any dispute regarding this Agreement will recover its attorneys’ fees and costs through trial and
any appellate proceeding. I agree to submit to the personal jurisdiction of the state and federal courts sitting in Florida and
that any dispute arising out of this Agreement and my membership in Imperial Physiques™ shall be resolved exclusively in
the state or federal courts sitting in or with jurisdiction over St Lucie County, Florida

RELEASE OF LIABILITY
As a condition of membership in Imperial Physiques™, I acknowledge that I am participating in a fitness
and nutrition program (the “Program”) utilizing the Imperial Physiques Training System™. During my membership and
participation in the Program, I will receive information and instruction about the Imperial Physiques Training System™,
which is a unique and specialized combination of clean nutrition, weight training, plyometric workouts and cardiovascular
training. Such information and instruction includes online training programs supported by the Imperial Physiques™
coaching staff of International Federation of Body Building and Fitness (IFBB) professionals, as well as personal and group
training programs offered year-round at Imperial Physiques™ camps hosted at the Imperial Physiques™ Headquarters at
Anytime Fitness Port St Lucie, Florida.
I recognize that the Program requires physical exertion that may be strenuous and may cause physical
injury, and I am fully aware of the risks and hazards involved in participating in such activities. I also recognize and am
fully aware that the use of exercise equipment, whether or not at Imperial Physiques™ club facilities or otherwise provided
by Imperial Physiques™, may cause physical injury, and I am fully aware of the risks and hazards associated with using
such equipment.
I hereby acknowledge that my Imperial Physiques™ membership and participation in the Program, which
includes physical training and nutritional instruction, is voluntary. I understand that Imperial Physiques™ has no control
regarding whether or not, and how, I use the Program, how I perform the training exercises, or whether or not I follow the
nutritional instructions and recommendations of Imperial Physiques™.
I understand that it is my responsibility to consult with a physician prior to and regarding my participation
in the Program.
I represent and warrant that I am physically fit, and I have no medical condition (including, without limitation, disability,
impairment, drug use, or ailment) that would prevent my full participation in the Program. Imperial Physiques™ will
make no evaluation or recommendation as to whether or not I am medically fit for any nutritional program or exercise
activity.
I understand that no member of the Imperial Physiques™ staff is a physician or a registered dietitian. I
acknowledge that all nutritional plans and instructions communicated to me are nothing more than examples of what a
sample nutrition program may consist of and are not intended to be a prescription, diagnosis, or remedy for any medical
condition of any kind.
In consideration of my membership in Imperial Physiques™ and being permitted to participate in the
Program, I hereby fully and completely indemnify and hold harmless, release, insure, defend, acquit, and forever discharge
Imperial Physiques, LLC, and its respective parent companies, subsidiaries, and affiliates, as well as any officers, directors,
members, managers, contractors, coaches, and employees thereof (collectively, the “Releasees”), of and from any and all
charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of actions,
suits, rights, demands, costs, losses, debts, expenses and attorney’s fees, known or unknown, which I have, own, hold, claim
to have, or will have, will own, will hold or may claim to have for any injury, loss, accident, damages or death which may
occur to me while I am participating in the Program including my exercise training (whether or not directed by any coach of
Imperial Physiques™), my use of any nutrition instructions or recommendations provided by Imperial Physiques™, and
my use of any fitness equipment (whether or not provided by Imperial Physiques™). The foregoing includes my waiver
and release of Imperial Physiques, LLC and the other Releasees from any liability, which is attributable to the negligence of
Imperial Physiques, LLC or any of the other Releasees.
I, my heirs and legal representatives, forever release, waive, discharge and covenant not to sue Imperial
Physiques, LLC or any of the other Releasees for any injury, death, or other damages caused by the negligence of Imperial
Physiques™ or other acts or acts of any third party arising out of or related to the Program including any nutrition
instructions or recommendations provided by Imperial Physiques™ and the fitness equipment (whether or not provided by
Imperial Physiques™).
I have read the above Release and Waiver of Liability and fully understand its contents. I voluntarily agree to the terms and
conditions stated above.

For good and valuable consideration, herein acknowledged as received and sufficient, and by signing this release, I
(“Model”)
hereby grant Nicholas Venazio of Imperial Physiques (the “Photographer”), the Photographer’s legal representatives and
assigns, those for whom the Photographer is acting, and those who acting with his authority and permission, the irrevocable
and unrestricted right and permission to copyright, in his own name or otherwise, and use, re-use, publish, and re-publish
photographic portraits or pictures of me or in which I may be included, taken by Photographer (“Images”), in whole or in part,
as part of a composite or distorted in character or form, without restriction as to changes or alterations, in conjunction with
my own or a fictitious name, or reproductions thereof in color or otherwise, made through any medium at his studios or
elsewhere, and in any and all media now or hereafter known for illustration, promotion, art, editorial, advertising, trade,
publishing, or any other purpose whatsoever. I also consent to the use of any printed matter in connection therewith.
I acknowledge and agree that I have consented to publication of my ethnicity(-ies), but understand that other ethnicities may
be associated with Images of me by the Photographer and/or Assigns for descriptive purposes.
I hereby waive any right that I may have to inspect or approve the finished product or products and the advertising copy or
other matter that may be used in connection therewith or the use to which it may be applied.
I hereby release, discharge, and agree to hold harmless the Photographer, the Photographer’s heirs, legal representatives
and assigns, and all persons acting under the Photographer’s authority or those for whom he/she is acting, from any liability
by virtue of any use of the Images or any changes or alterations made thereto.
I agree that I have no rights to the Images, and all rights to the Images, including the copyright, belong to the Photographer
and Assigns. I acknowledge and agree that I have no further right to additional consideration or accounting, and that I will
make no further claim, for any reason, including any claims for libel or invasion of privacy, to Photographer and/or Assigns. I
acknowledge and agree that this release shall be binding upon me, my heirs, legal representatives and assigns. I agree that
this release is irrevocable, worldwide and perpetual.
I hereby warrant that I am of full legal age and have the right to contract in my own name. I have read the above
authorization, release, and agreement, prior to its execution, and I am fully familiar with the contents thereof