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					 LICENSE AND ADMINISTRATIVE SERVICES AGREEMENT


                           Between


       Franchisee:__________________________________


                             and


Physical Therapist/Entity:____________________________________




                                        Prepared by:

                                        Hoffman Polland & Furman PLLC
                                        220 East 42nd Street – Suite 435
                                        New York, N.Y. 10017
                                        (212) 338-0700
        THIS LICENSE and ADMINISTRATIVE SERVICES AGREEMENT, made the ___
day of _______________, 2009, between ____________________________________ (hereinafter
the "Licensor") with principal offices at _______________________________________________
and ____________________________________ (hereinafter the "Licensor") with principal offices
at _______________________________________________, a licensed Physical Therapist under
the laws of the State of New York (hereinafter the "Licensee") with principal offices at
________________________________________________________________.

                                     W I T N E S S E T H:

         WHEREAS, Licensor wishes to provide Licensee with the right to enter certain office
facilities under the control of the Licensor in order to operate a Physical Therapy office at
___________________________________________________________ (hereinafter referred to
as the “Licensed Premises” or the “Premises”);

       WHEREAS, Licensor operates a IM=X Pilates Studio and also can provide certain
administrative services for the operation of Physical Therapy office, including the provision of
office space, certain equipment and personnel services as well as the provision of other
administrative services;

       WHEREAS, Licensee wishes to accept such right and use of said facilities at the
Premises in order to operate a Physical Therapy office;

        WHEREAS, the Licensee is a Physical Therapist and desires to retain Licensor to manage
and administer certain non-professional aspects of its practice of Physical Therapy, including but
not limited to, arranging for office space, providing non-professional staff personnel (as mutually
agreed upon), arranging for the provision of Physical Therapy and office equipment and supplies to
the Licensee as needed; and

      WHEREAS, Licensor and Licensee have agreed to enter into this License and
Administrative Services Agreement upon the terms and conditions hereinafter set forth,

       NOW, THEREFORE, the parties agree as follows:


1.     Appointment of Licensor.

       The Licensee hereby retains Licensor, and Licensor hereby agrees to provide to the
Licensee, certain office facilities, Physical Therapy and office equipment (as mutually agreed
upon), and administrative services as reasonably required for the operation of certain
administrative and business aspects of Licensee’s Physical Therapy practice as set forth herein in
accordance with all federal, state and local laws, rules, regulations and guidelines applicable to
the provision of administrative services to professional practices. The parties further agree that
this Agreement shall not interfere with the Physical Therapist-patient relationship between the
Licensee, its professional-employees and their patients.




                                                2
2.     Premises and Terms

        The Licensor, by these presents does license unto the Licensee and the Licensee does hereby
license from the Licensor the right to use part the premises more particularly described as part of the
Licensed Premises on a non-exclusive basis. The Licensed Premises shall be used as a Physical
Therapy office (the “Permitted Uses”). The Licensed Premises shall include space for at least one
examination table.

3.     Licensee’s Acceptance of Property

        The Licensee acknowledges that an IM=X Pilates Studio also uses the same space and will
operate during hours that will coincide with the Licensee’s use of the Licensed Premises. The
Licensee accepts the Licensed Premises, improvements and personalty on the Licensed Premises
as and to the extent which same exists as of the date of commencement hereof. The Licensee
acknowledges that Licensor is not the manufacturer, or the manufacturer’s agent, of the Non-
Professional Equipment or the Professional Equipment (together referred to as the “Equipment”), or
the developer, architect or owner, or agent thereof, of the Premises. No representation, statement
or warranty, express or implied has been made by or on behalf of the Licensor as to the condition
of the Licensed Premises to the Licensee and this shall be conclusive evidence that the Licensee
accepts same “as is”, “where is” and without objection. Licensor hereby disclaims any
representation or warranty, either express or implied, as to any matter whatsoever relating to the
equipment or the premises, including without limitation, the design or condition of the premises, the
equipment's merchantability, fitness for a particular purpose, design, condition, quality, capacity,
material or workmanship, or as to patent or other infringement of intellectual property rights or the
like.

4.     Description of Licensed Rights

        The rights granted to Licensee hereunder are to enter upon and have use of the Licensed
Premises during the times set forth in Schedule A. Licensee acknowledges that the use of the
Licensed Premises shall be in common with Licensor and Licensor’s other occupants, clients and
invitees, if any.

5.     Conditional Limitation

        The parties expressly acknowledge and agree that this License Agreement is not a lease and
does not grant Licensee any right or privilege as a tenant or subtenant in the Licensed Premises. No
remedy or right reserved to the Licensor hereunder shall be interpreted or is intended to imply or
create the existence of landlord-tenant relationship among the parties and the Licensee hereby
expressly waives any right to claim the existence thereof or any remedy available under the law to
any tenant in a landlord-tenant relationship.

6.     Subordination

       The Licensee hereby acknowledges that the Licensed Premises licensed the Licensee are
leased under a Master Lease to the Licensor and the Licensee agrees to operate its business in



                                                  3
accord with all of the terms and conditions of the Master Lease with regard to the usage and
conduct of the Licensee within the Premises and not to act, or fail to act, in any manner which
will breach any of the terms or conditions of this Agreement or the Master Lease. Nothing herein
contained is intended to require Licensor to provide any services to or for the Premises, if such
services are required to be provided by the Landlord under the Master Lease.

7.     Term and Termination of License

        (a)    This License Agreement shall be for an initial term of one (1) year commencing as
of ____________ 1, 2009 (the "Initial Term"), and provided that Licensee is not in default of any of
the terms and conditions hereunder, may be renewed under like contract provisions as mutually
agreed upon between the parties, subject, however, to any modifications that the parties may
mutually agree upon.

        (b)    In the event the parties in their respective sole discretion do not agree to extend
the term of this License Agreement, then this Agreement shall terminate on the date one year
from its commencement.

       (c)   (i)   In the event Licensee and Licensor shall mutually agree in writing, this
License Agreement may be terminated on the terms and date stipulated therein.

             (ii)     In the event that either party shall, without cause, give at least ninety (90)
days advance written notice within the Initial Term or any extension thereto, this License
Agreement shall terminate on the future date specified in such notice.

       (d)     The occurrence of any of the following shall constitute an event of default:

                (i)     Delinquency in the payment of the Base License Fee or any part thereof, for
a period of ten (10) business days after the first of each month. Delinquency in the payment of any
other fees, additional fees or charges payable under this Agreement within ten (10) days
following receipt by Licensee of written notice from Licensor.

                (ii)     Delinquency by the Licensee in the performance of or compliance with any
of the conditions contained in this License other than those referred to in the foregoing
subparagraph (i), for a period of thirty (30) days after written notice thereof from the Licensor to the
Licensee, provided further that such period of time shall not jeopardize the interest of the Licensor
in this License or under the Master Lease or so as to subject the Licensor or the Licensee to any civil
or criminal liabilities;

               (iii)   Filing by the Licensee in any court pursuant to any statute, either of the
United States or any state, of a petition in bankruptcy or insolvency, or for reorganization, or for the
appointment of a receiver or trustee of all or a portion of the Licensee’s property, or an assignment
by the Licensee for the benefit of creditors, as set forth herein.

               (iv)    Filing against the Licensee in any court pursuant to any statute, either of the
United States or of any state, or a petition in bankruptcy or insolvency, or for reorganization, or for



                                                   4
appointment of a receiver or trustee of all or a portion of the Licensee’s property, if within ninety
(90) days after the commencement of any such proceeding against the Licensee, such petition shall
not have been dismissed, as set forth herein.

                 (v)     Assignment, subletting, license or permit or other such transfer direct or
indirect of the rights granted under this License by Licensee other than in accordance with the terms
of this License.

               (vi)    In the event the Licensee continues to use and shall fail to vacate the
Licensed Premises for more than one day after the expiration or termination of the term of this
License, without the written consent of the Licensor, same shall not be deemed or construed to be a
renewal or extension of the term of this License but Licensee shall be deemed to be in breach of this
Agreement. Such failure to vacate shall not operate to create any landlord-tenant relationship
among the parties and shall constitute a breach of the obligations of Licensee hereunder, which
obligations, and the remedies of Licensor with respect thereto, shall survive expiration or
termination of this License Agreement. During such period all obligations of Licensee and terms
and conditions of this License shall be applicable, except that the Base License Fees (as herein
defined) shall be equal to two times the amount thereof during the last month of this License
payable on a per diem (or part thereof) basis.

                (vii) Notwithstanding the foregoing, in the event that termination of this License
Agreement is required by the Landlord under Master Lease, for whatever reason, the term of this
License shall immediately cease and terminate as if the term hereof had expired in accordance with
its own terms and the Licensee shall vacate the Licensed Premises as set forth above. In such event
the Licensee’s remedies shall be as limited and set forth in this Agreement.

        (e)      In addition to other remedies provided for in this License, the Licensor shall be
entitled to restrain by injunction any violation, or attempted or threatened violation, of any condition
or provision of this License, or to a decree specifically compelling performance of any such
condition or provision.

        (f)     In case of any termination of this Agreement, the Licensor and the Licensee, so
far as permitted by law, waive trial by jury in any action, proceeding, or counterclaim brought by
either of the parties hereto against the other on any matter arising out of or in any way connected
with this Agreement, the relationship of Licensor and Licensee, the Licensee’s use of the
Licensed Premises or any of the property thereon, or any claim of injury or damage.

8.     Items To Be Supplied/Management Services.

        (a)    Equipment. Licensor agrees to, and hereby does, grant a license to the Licensee to
utilize such furniture, fixtures and equipment as are described on Exhibit "A" hereof (the
"Equipment"), and such Equipment as may be supplemented, replaced, and/or added, and the
Licensee agrees to license such Equipment from Licensor.

       (b)     Office Space. Licensor agrees to, and hereby does license the Licensed Premises to
the Licensee as described in Article 2 hereof. Included, without limitation, in this License are the



                                                   5
use of the utilities (electric, heating, hot/cold water, ventilation and air conditioning, etc.) which
shall be provided by Licensor. Licensor shall also render normal janitorial (housekeeping),
maintenance and repair services in connection with the Premises.

        (c)    Advertising. Licensor shall assist in the advertising of the Licensees practice
through the implementation of public relations, marketing and advertising programs, with
appropriate emphasis on public awareness of the availability and quality of services performed
by Licensee at the IM=X Pilates Studio office location of the Licensee. This shall include the
design and development of materials, print materials (cost of printing to be the sole responsibility
of Licensee), posting information regarding the Licensee on the licensor’s website, whereby the
expertise of the Physical Therapist and other staff rendering services on behalf of Licensee may
be made known to the public at large, and the provision of any additional public relations
services as may be mutually agreed to by the Licensee and the Licensor. All public relations,
marketing and advertising programs shall be conducted in compliance with applicable laws and
regulations governing advertising of physical therapy/medical services.

       (d)     Office Supplies. Licensor shall order and provide to the Licensee all office supplies
reasonably required for the operation of the physical therapy practice conducted by the Licensee at
the Premises (as mutually agreed upon).

         (e)    (i)     General Administrative Services And Personnel. (i) Licensor shall retain
personnel for the provision of all office cleaning, switchboard, and other non-professional,
administrative services reasonably required by the Licensee (as mutually agreed upon). Licensor
shall also arrange for an IM=X Pilates Certified Instructor and Personal Trainer to be at the Pilates
Studio during the times Licensee is scheduled to be at the Premises and assist the Licensee with any
of Licensee’s patients as reasonably requested by Licensee. Such persons shall be employees or
independent contractors of Licensor, which shall be responsible for the payment of their
compensation, employment taxes, if any, and fringe benefits. The hiring, supervising and firing of
Licensor’s personnel shall be at the discretion of Licensor. Both parties shall cooperate with each
other, throughout the term of this Agreement, in addressing any personnel problems.

                (ii)     In recognition of the fact that personnel provided by Licensor to Licensee
under this Agreement may perform similar services from time to time for others, this Agreement
shall not prevent Licensor from performing such similar services or restrict Licensor from using the
same personnel provided to Licensee under this Agreement to perform services for others. Licensor
will make reasonable efforts, consistent with sound business practice, to honor specific requests of
Licensee with regard to the assignment of Licensor personnel; provided, however, that Licensor
reserves the right to determine the assignment of its personnel.

       (f)     Computer And Medical Equipment Maintenance Service. Licensor shall negotiate
and maintain maintenance contracts for the management information system and shall provide
physical therapy examination tables to be utilized by the Licensee at the Premises.

       (g)     Telephone Service And System Maintenance. Licensor shall arrange for the
Licensee to utilize telephone service and system maintenance services including the provision of




                                                  6
additional lines (if requested by the Licensee) for utilization by the Licensee and negotiate
fees/services with long distance carriers, the cost of which shall be borne by Licensee.

        (h)    File and Storage. Licensor shall arrange for the Licensee to maintain adequate file
and storage capacity and develop and implement an archiving and retrieval program for records.

9.     License and Management Fees.

       Licensee shall pay to Licensor, as a Base License Fee for the license and right to use the
Licensed Premises only during the hours and on the days as set forth in Section 4 and Schedule
A annexed hereto and for all of the services to be provided by Licensor and set forth herein as
follows:

      (a)   For the Initial Term the amount of _____________________________________
($______________) Dollars per annum payable in equal monthly installments of ____________
_______________________________________________ ($___________ )each.

        (b)      The Licensee shall pay to the Licensor the annual Base License Fee without
deductions or set-off and without demand. In the event the commencement date of this License
shall not fall on the first day of the month, in such event Licensee shall pay a proportionate amount
of Base License Fees for the particular month that Licensee commences occupancy.

       (c)     No payment by the Licensee or receipt by the Licensor of a lesser amount than the
monthly Base License Fee stipulated in this License shall be deemed other than a payment on
account of the earliest Base License Fees due, nor shall any endorsement or statement on any check
or on any letter accompanying any check or payment be deemed an accord and satisfaction.
Licensor may accept such check or payment without prejudice to its right to recover the balance of
the Base License Fees or to pursue any other remedy provided for in this License.

        (d)     The Licensee authorizes Licensor to automatically withdraw the Base Licensee Fee
from Licensee’s bank account on the first day of each month during the term of this Agreement and
Licensee agrees to present the attached Bank Draft Authorization annexed hereto as Exhibit “B” to
its bank with a copy accepted and/or approved by the bank forwarded to the Licensor.


10.    Right to Assign, Sublicense or Sublet

        The Licensee, its legal representatives or successors in interest, including by operation of
law or otherwise, shall not assign, mortgage, or encumber this License, nor further license nor
permit the Licensed Premises or any part thereof to be used by others, without the express prior
written consent of the Licensor in each instance.

11.    Use of Licensed Premises

       The Licensee shall not use or allow the Licensed Premises or any part thereof to be used or
occupied for any unlawful purpose or for any purpose which, in the reasonable opinion of the



                                                 7
Licensor, would adversely affect the then existing value or character of the Licensed Premises. The
Licensee shall comply with all zoning, fire and other applicable laws, statutes and regulations, the
Master Lease and for the purposes intended by this Agreement, which are defined as a high
quality professional office and more specifically for the use of Physical Therapy Services (the
“Permitted Uses”).

12.    Signs

        Licensor may arrange for the Licensee to place or install such signs, which are consistent in
size and character to those preexisting signs of the other practices on the Licensed Premises, in, on
or about the Licensed Premises (including, without limitation, both interior and exterior surfaces of
doors) or the building location, provided such signs do not violate any laws, ordinances, rules or
regulations promulgated by any governmental body having jurisdiction and to the extent same are
permitted under the terms of the Master Lease.

13.    Insurance

        (a)     The Licensee shall keep the Licensed Premises and all the fixtures, equipment,
appliances, furnishings and other chattels now or hereafter contained therein, insured throughout
the term of this Agreement against Claims for personal injury or property damage, under a policy
of general public liability insurance, with such limits as may reasonably be requested by the
Licensor from time to time, but not less than $_____________ in respect of bodily injury, and
$_____________ for property damage.

        (b)    All insurance policies required to be kept and maintained by Licensee hereunder
shall be kept and maintained in the name of Licensee, but shall name the Licensor as a benefici-
ary or loss payee thereunder to the extent of their interests. All insurance policies required to be
maintained by the Licensee, shall be in the form and substance, and issued by companies,
satisfactory to the Licensor. All insurance policies shall contain a standard non-contributory
mortgage clause in favor of a mortgagee. The rights of the Licensee shall inure to the benefit of
the Licensor. The Licensor may, from time to time, require proof of payment of premiums of
any and all insurance policies required hereunder.

14.    Utilities Repairs and Maintenance

        The Licensor shall arrange for all services to the Premises, including but not limited to
maintenance, repairs, telephone, gas, light, pluming, HVAC, electricity and power, except for
those repairs caused by the negligent or intentional acts or omissions of the Licensee. The
Licensor shall not be liable for any failure of water supply or electric current or of any service by
any utility, for injury to person (including death) or damage to property resulting from steam,
gas, electricity, water, rain, or snow which may flow or leak from any part of the leased property,
or from any pipes, appliances, or plumbing works, from the street or subsurface, or from any
other place; or for interference with light or other easements, however caused, except for
Licensor’s negligence or intentional acts.




                                                 8
15.    Licensee’s Restrictions In the Premises

       (a)     The Licensee shall comply with all laws and regulations of the federal, state,
county, and municipal authorities applicable to its medical specialty which shall be conducted by
the Licensee in the Licensed Premises.

       (b)     The Licensee shall conduct his business in such a manner that noise and/or other
nuisances, will not unreasonably interfere with, annoy, or disturb any other occupants in the
building.

        (c)    Except for professional articles or supplies customarily used in a general physical
therapy practice, the Licensee shall not keep within the demised premises any article of
dangerous, inflammable, or explosive character which increases the danger of fire upon the
demised premises, or which would be deemed “hazardous” or “extra-hazardous” by any
responsible insurance company, except those items acknowledged for use by Licensor. In such
event, Licensor shall have the option to require additional insurance which is reasonable under
the circumstances.

        (d)     The sidewalks, entrances, passages, vestibules, stairways, corridors and halls shall
not be obstructed or encumbered by the Licensee or used for any purpose other than ingress and
egress to and from the building and common areas.

        (e)    No lock shall be changed or a new lock installed without the prior written consent
of the Licensor.

       (f)    The delivery or shipment of medical supplies and/or the disposal of medical waste
to and from the demised premises shall be subject to such rules and regulations as in the
judgment of the Licensor are necessary for the proper operation of the building.

         (g)    (i) During the term hereof and for the period of two (2) years from date of the
termination or expiration of this Agreement, Licensee shall not: (i) practice physical therapy in
another Pilates Studio; or (ii) practice or employ for the benefit of Licensee’s patients, directly or
indirectly, IM=X Pilates or any other form of Pilates training ("Competing Specialty") within the
geographical area defined as an eight (8) mile radius of the Demised Premises or such other
geographical area as otherwise mutually agreed upon, as the parties acknowledge that same con-
stitutes the geographical area in which the Licensor’s clients and sources of referral reside or
maintain their offices.

                (ii) A violation of sub-paragraph (a) shall include, without limitation, practice
individually, as partner, employee, independent contractor, co-tenant, joint venture, lessor, lessee,
shareholder, associate, licensee with respect to the Competing Specialty.

                (iii) The Licensee represents that upon termination or expiration of this Agreement,
Licensee will not on his own behalf, nor as an employee nor agent of any other person, partnership,
corporation or other business entity contact or solicit any client or referral source of the Licensor or
disclose to any person, firm, corporation or other entity, any professional secrets or information with



                                                   9
respect to Licensor, IM=X Pilates, including without limitation education, certification training,
equipment, business trade secrets, or any clients of the Licensor.

                 (iv) It is expressly agreed that during the term hereof and for the period of two (2)
years from date of the termination or expiration of this Agreement, Licensee will not on his own
behalf, nor as an employee nor agent of any other person, partnership, corporation or other business
entity contact, solicit or attempt to employ or form any type of professional relationship with any of
the employees or independent contractors of the Licensor.

16.    Attorneys’ Fees, Expenses and Costs

         Notwithstanding anything to the contrary in this paragraph, if the Licensee defaults in the
observance or performance of any term or covenant on the Licensee’s part to be observed or
performed under any of the terms or provisions in any Article of this Agreement, not limited to
payment of fixed fees, additional fees, monetary charges or premiums contained in this
Agreement, the Licensor may upon the expiration of all applicable grace periods or at any time
thereafter and without notice, make any expenditure or incur any obligation for the payment of
money in connection therewith including, but not limited to, reasonable attorneys’ fees in
instituting, prosecuting, or defending any action or proceeding. Such sums paid or obligations
incurred with interest and costs shall be deemed to be additional fees hereunder and shall be paid
by the Licensee to the Licensor within thirty (30) days of the rendition of any bill or statement to
the Licensee therefore.

17.    Liens

        Licensee will not permit to be created or to remain undischarged any lien, encumbrance
or charge arising out of any work done or materials or supplies furnished by any contractor,
mechanic, laborer, or materialman. If any lien or notice of lien on account of an alleged debt of
Licensee or any notice of contract by a party engaged by Licensee or Licensee’s contractor to
work on the premises shall be filed against the demised premises or any part thereof, Licensee,
within twenty (20) days after notice of the filing thereof, will cause the same to be discharged of
record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If
Licensee shall fail to cause such lien or notice of lien to be discharged or bonded within the
period aforesaid, then, in addition to any other right or remedy, Licensor may but shall not be
obligated to, discharge the same. Any amount so paid by Licensor and all costs and expenses,
including reasonable attorneys’ fees, incurred by Licensor in connection therewith, shall
constitute additional fees payable by Licensee under this Agreement and shall be paid by
Licensee to Licensor on demand.

18.    Surrender Upon Termination

        At the termination of this Agreement, whenever occurring or however caused, Licensee
shall vacate the Leased Premises, with all fixtures deemed part of the realty, except all movable
equipment owned by Licensee, broom clean, and in good condition and repair, reasonable wear
and tear excepted. All damages and expenses shall be borne by the Licensee in repairing or
replacing same on the premises insofar as to the removal of professional equipment.



                                                 10
19.    Exoneration and Indemnification

        The Licensee agrees that any action brought to enforce the obligations of Licensor under this
License, or any judgment (or other judicial process) or decree obtained requiring the payment of
money by Licensor shall be enforceable against Licensor only to the extent of termination of this
Agreement and recovery of any prepaid License Fees. No such judgment shall be the basis of
execution on, or be a lien on any assets of Licensor or any assets of any party being a stockholder in
Licensor, other than such security and/or prepaid License Fees. In the event of any liability by the
Licensor, no other property or assets of the Licensor shall be subject to levy, execution, attachment,
or other enforcement procedure for the satisfaction of Licensee’s remedies under or with respect to
this License, the relationship of Licensor and Licensee hereunder, or any other liability of Licensor
to Licensee.

        (b)    The parties to this agreement shall be responsible for their own acts or omissions
as well as for all claims, liabilities, injuries, suits, causes of action, expenses, costs of any kind
based upon or arising out of damages, losses, expenses, charges, costs, injuries, illness or death
sustained or incurred by any third party or parties as a result of the negligent or intentional acts
or omissions of either party, their officers, employees, agents and representatives.

        (c)     The parties hereby agree to indemnify and hold harmless each other to the fullest
extent of the law, against any and all losses, judgments, awards, claims, actions, suits,
settlements, damages, expenses or other costs or liabilities, including without limitation, any
costs and expenses in respect thereof, including reasonable attorney’s fees (any of the foregoing,
a “Liability”) that either party may become subject to or incur as a result of the other parties
actions, omissions or negligence.

20.    Rights and Duties Of The Licensee

       (i)     The Licensee shall cooperate and assist Licensor with the performance of
Licensor's obligations hereunder.

         (ii)  The Licensee acknowledges that any relationship formed by Licensor with IM=X
Pilates and any data, materials, schedules, advertisements, quality assurance or utilization review
programs and the like, or under any other part of this Agreement, is to be treated as confidential
information. It will be necessary for Licensor to disclose to the Licensee this confidential and
proprietary information (collectively "Confidential Information"). In order to protect the
Confidential Information of the Licensor:

                (a)     These provisions shall apply to all Confidential Information disclosed by
Licensor to the Licensee for and during the term hereof, and upon the expiration or other
termination of this Agreement, for any reason whatsoever, unless the information is: (i) in the public
domain at the time of disclosure to the Licensee; (ii) known to the Licensee prior to obtaining same
from Licensor; or (iii) obtained by the Licensee from a third party who did not receive same,
directly or indirectly, from Licensor under a similar or other confidentiality/non-disclosure
obligation to Licensor, Licensor’s agents or assigns.



                                                 11
                 (b)    The Licensee acknowledges that the Confidential Information consists of
commercially valuable trade secrets of Licensor, the design and development of which reflect the
effort of skilled personnel and required the investment of considerable amounts of time, money and
efforts of Licensor, and that Licensor has treated its Confidential Information as confidential and
secret information, which Licensor entrusts to the Licensee in confidence to use solely for the
purpose as aforesaid. The Licensee further acknowledges and agrees that Licensor claims and
reserves all rights afforded under all applicable copyright and patent laws in all Confidential
Information furnished hereunder. This Agreement shall not affect any transfer of title in or to any
Confidential Information, and the Licensee agrees that it shall not assert any right, title, or interest in
any Confidential Information of Licensor. The Licensee acknowledges that it is granted only a
limited right of use of the Confidential Information of Licensor as aforesaid, which right is
revocable at will and not coupled with an interest.

               (c)    The Licensee agrees: (i) to use its best efforts to protect the Confidential
Information from unauthorized use or disclosure with the same degree of care it uses to protect
its own confidential information of a similar nature; (ii) to utilize the Confidential Information
only for the purposes permitted under this Agreement; (iii) not to disclose or otherwise permit
any third person or entity access to the Confidential Information without Licensor's prior written
permission; and (iv) to ensure that its employees participating in the performance of this
Agreement are advised of the confidential nature of the Confidential Information.

               (d)     The Licensee acknowledges that the unauthorized disclosure or use of any
Confidential Information could cause irreparable harm and significant injury which may be
difficult to measure with certainty or to compensate through damages. Accordingly, the
Licensee agrees that injunctive or other equitable relief shall be appropriate in the event of any
breach hereof in addition to such other remedies as may be available at law. The Licensee hereby
agrees that in the event that Licensor seeks injunctive relief for the Licensee’s use of the
Confidential Information, Licensor need not post any bond for such relief.

               (e)     Upon the termination of this Agreement, for any reason whatsoever, the
Licensee shall return immediately all Confidential Information (originals and all copies thereof)
to Licensor.

                (f)    All covenants contained herein relating to the Confidential Information
shall survive the expiration or other termination of this Agreement.

21.     Independent Contractors

        Licensor and the Licensee shall be independent contractors and this Agreement shall not
constitute the formation of a partnership, joint venture, employment or master-servant relationship.
Neither Licensor nor its employees or agents shall look to the Licensee for vacation pay, sick leave,
retirement benefits, Social Security, worker’s compensation, disability or unemployment insurance
benefits or other employee benefits; nor shall the Licensee or its employees look to Licensor for the
same. In performing the services hereunder, the Licensee and its physician-employees and




                                                    12
contractors shall exercise independent professional medical judgment. Licensor shall not exercise
any control over matters of the Licensee involving the exercise of professional medical judgment.

22.    Compliance With HIPAA

        The parties acknowledge that in the performance of its duties and obligations pursuant to the
terms of this Agreement, Licensor will have access to protected health information of patients of the
Licensee. The Licensor hereby acknowledges that such information is confidential and protected
by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and Licensor
agrees to abide by the Privacy Standards promulgated pursuant to said Act.

23.    Third Party Beneficiary

       It is the intention of the parties that IM=X Pilates shall be a third party beneficiary of the
promises of Licensee hereunder, and as such shall be entitled to enforce such promise in his own
name and on his own behalf.

24.    Construction Techniques and Aid

        (a)      This Agreement shall be governed by and interpreted and enforced in accordance
with the law of the state of New York applicable to agreements negotiated, executed and to be
performed in that state, without regard to the choice or conflicts of law rules or principles of that
state. The parties hereto hereby consent to the jurisdiction of the state and federal courts located
in New York over the parties hereto and any disputes, claims, actions, suits and proceedings
relating to this agreement or the transactions contemplated herein.

        (b)     The Licensor, its legal representation or successors in interest, by operation of
law, shall have the right in its sole discretion to assign this Agreement or delegate any of its
rights or obligations hereunder to any third party.

        (c)      Any notice required or permitted to be given under this Agreement shall be
sufficient if in writing and if sent by registered mail, to the address of the party first given herein.

        (d)    This Agreement, together with any written agreements which shall have been
executed simultaneously herewith, contains the entire agreement and understanding between the
parties. There are no oral understandings, terms or conditions, and neither party has relied upon
any representation, express or implied, not contained in this Agreement or the simultaneous
writings heretofore referred to. All prior understandings, terms, or conditions are deemed
merged in this Agreement. This Agreement cannot be changed or supplemented orally, but only
by an agreement in writing and signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.

        (e)     The parties shall each take all further steps necessary, and shall execute and
deliver all further documents, agreements and instruments that shall be necessary, to effectuate
the terms of this License Agreement. This License Agreement may be executed in two or more




                                                  13
counterpart copies, each of which shall be an original and all of which shall constitute one and
the same agreement.

       (f)      The captions, and marginal notes of this License are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope or intent of this
License or in any way affect this License.

        (g)     It is the intent of the parties hereto that the provisions of this Agreement shall be
enforced to the fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement may be sought. Accordingly, if any particular provisions of
this Agreement shall be adjudicated to be invalid, illegal or unenforceable in any respect, as
determined by any Court of competent jurisdiction, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected thereby, such provisions
shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid, illegal or
unenforceable, such deletion to apply only with respect to the operation of such provision in the
particular jurisdiction in which such adjudication is made. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it,
so as to be enforceable to the maximum extent under the applicable law as it shall then exist and
the balance of this Agreement shall continue in full force and effect as if said portion of this
Agreement was not herein contained.



        IN WITNESS WHEREOF, the Licensor and the Licensee have respectively signed and
sealed this License as of the day and year first above written.

                                              __________________________________, Licensor

                                      By:     __________________________________



                                              __________________________________, Licensee

                                      By:     __________________________________




                                                 14
                    SCHEDULE A




DAY                     TIMES

Monday      __________m. to     __________m.

Tuesday     __________m. to     __________m.

Wednesday   __________m. to     __________m.

Thursday    __________m. to     __________m.

Friday      __________m. to     __________m.

Saturday    __________m. to     __________m.

Sunday      __________m. to     __________m.




                          15
                                       EXHIBIT “A”


                                       EQUIPMENT



1.   Four Xercisers (patented pilates reformers)

2.   Four exercise mats, stabilization rings and weighted body bars

3.   Any other equipment that is maintained in the IM=X Pilates Studio by the Licensor




                                              16
                                            Exhibit B

                                   Bank Draft Authorization


Please fill out entire form.


Name of Company (if company account):

Contact Person: ___________________________ Business Phone:___________

Title: ________________________________________________

Address: _____________________________________________

City: __________________________ State:_________________ Zip:_______
Account:_______________________

Financial Institution Routing Number: ______________________
(between these symbols l: l: on the bottom of your check)

Name of Financial Institution:


I authorize _________________, the Licensor and the financial institution named above to
initiate entries to my checkings/savings accounts, and, if necessary, initiate adjustments for any
transactions credited in error. This authority will remain in effect until I notify you in writing
to cancel it in such time as to afford the financial institution a reasonable opportunity to act on
it. I can stop payment of any entry by notifying my financial institution 3 days before my
account is charged. I can have the amount of an erroneous charge immediately credited to my
account up to 15 days following issuance of my financial institution statement or 60 days after
deposit, whichever occurs first.



Signature: ___________________________

Title: _______________________________

Date: _______________________________




                                                17

				
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