This Agreement is made and entered into by and between PSI Seminars (“Company”) and this student (“Student”) (hereinafter referred to as “Party” singularly and collectively referred to as the “Parties”) for the purpose of receiving certain confidential information of Company to enable the Student to undertake the project described at the end of this Agreement (“Project”).

Company and Student hereby agree as follows:

1. “Confidential Information” shall include:

a. Any information, idea or concept, in any form (tangible or intangible), whether disclosed to the Student or learned by the Student from any association with the Company;

b. All information of a competitively sensitive nature, including trade secrets or confidential or proprietary information of any sort, including, without limitation, information relating to video and audio recordings, writing materials, orally shared information, products, processes, policies and procedures, designs, developmental or experimental work, computer programs, databases, original works of authorship, or other subject matter pertaining to any business of the Company; and

c. Non-public information that the Company designates as being confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential.

2. No information will be Confidential Information that: (i) is already known to Student, or (ii) is or becomes publicly known through no wrongful act of Student, or (iii) is received by Student from a third party without similar restrictions and without breach of this Agreement.

3. All of Company’s Confidential Information is and shall remain property of the Company. Each Party acknowledges and agrees that neither the Company nor any of its representatives grants any license or other property right or interest in, by implication or otherwise, any copyright, patent, trademark, mark work, database, or other intellectual or tangible property or proprietary information disclosed, embodied, fixed, comprised, or contained in any of the Company’s Confidential Information.

4. Except as provided herein, Student will not disclose any Confidential Information to any other person. Student will not use any Confidential Information other than in connection with the Project.

5. Student may disclose Confidential Information (i) to other students who have executed non-disclosure agreements with Company, (ii) in response to the lawful request or requirement of a governmental agency or by requirement of law, and (iii) to the faculty member supervising the Project, provided that faculty member has signed a non-disclosure agreement with Company.

6. Student shall not make any copies of any Confidential Information, except as may be necessary to carry out the Project. Student agrees that any copies made shall be kept entirely confidential and shall only be used as necessary for the Student’s role in the Project.

7. All Confidential Information delivered by Company to Student will be and remain property of Company. All Confidential Information, and any copies thereof, will be promptly returned to Company or destroyed by Student upon Company’s request.

8. The obligations of Student under this Agreement shall terminate two (2) years following the date of any disclosure by Company to Student.

9. This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to the principles of conflicts of law in any jurisdiction. Each Party consents and submits to the exclusive jurisdiction of the courts of the State of California for the adjudication of any action or legal proceeding relating or arising out of this Agreement and the transactions contemplated hereby.

10. No waiver of any provision of this Agreement shall be effective unless in writing and executed by the Party waiving the right. Failure to provide demand compliance or performance shall not constitute a waiver of a party’s rights hereunder.

11. The invalidity or unenforceability of any provision in this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement unless the enforcement of such other provision in such circumstances would be inequitable.

12. Nothing in this Agreement shall be construed as making either Party the partner, joint venture, agent, employer, or employee of the other. Neither party shall have the authority to make any statements or commitments of any kind, or to take any actions which shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.

13. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any Party without the prior written consent of the non-assigning Party. Any purported assignment without such consent shall be voice and unenforceable. Any purchaser of any Party or all or substantially all the assets of such Party shall be entitled to the benefits of this Agreement, whether or not this Agreement is assigned to such purchaser.

14. The Parties agree that each Party shall keep the existence of this Agreement confidential and that neither Party shall disclose the foregoing without the prior notice of the other.

15. The signature of either Party’s representative constitutes an express representation that said representative has the authority to bind that Party to the terms of this Agreement and that the Agreement is a binding obligation of that Party, enforceable according to its terms. Description of Project: INTENTION COACHING PROGRAM I have read and fully understood this agreement.

I understand that individuals employed or otherwise working for or with PSI Seminars in affiliation with the Intention Coaching Program, are not licensed mental health professionals, including but not limited to, therapists, psychologists, or psychiatrists. The services provided by PSI Seminars through the Intention Coaching Program is exclusive to performance coaching.

I understand that the coaching services I will be receiving from PSI Seminars are not offered as a substitute for professional mental health care or medical care and are not intended to diagnose, treat, or cure any mental health care or medical conditions. I also understand that no individual employed or otherwise working for or with PSI Seminars in affiliation with the Intention Coaching Program is acting as a mental health counselor or a medical professional.

I understand that performance coaching is, at present, an unregulated industry and that my assigned coach is not licensed by any nationally or internationally recognized regulator. I understand and agree that I am fully responsible for my well-being during my coaching sessions, and subsequently, including my choices and decisions.

I understand that coaching is not a substitute for counseling, psychotherapy, psychoanalysis, mental health care or substance abuse treatment, and I will not use it in place of any form of therapy.

I understand that all comments and ideas offered by my assigned coach or other affiliates of PSI Seminars in connection with the Intention Coaching Program are solely for the purpose of aiding me in achieving my defined goals. I have the ability to give my informed consent, and hereby give such consent to my coach to assist me in achieving such goals and aims.

I understand that to the extent our work together involves career or business, my assigned coach or other affiliates of PSI Seminars in connection with the Intention Program are not promising outcomes included but not limited to increased clientele, profitability and or business success.

I hereby release, waive, acquit and forever discharge my assigned coach, any agents, successors, assigns, personal representatives, executors, heirs and employees from every claim, suit action, demand or right to compensation for damages I may claim to have or that I may have arising out of acts or omissions by myself or by my coach as a result of the advice given by my coach or otherwise resulting from the coaching relationship contemplated by this agreement, in connection with my association with the Intention Coaching Program offered by PSI Seminars. I further declare and represent that no promise, inducement or agreement not expressed in this agreement has been made to me to sign this agreement.

This agreement shall bind my heirs, executors, personal representatives, successors, assigns, and agents. I have read and fully understood this agreement. By checking below, I agree to be bound by all of its terms.