NON-DISCLOSURE, NON-USE, ASSUMPTION OF RISK, WAIVER AND RELEASE OF LIABILITY, AND INDEMNITY AGREEMENT (“Agreement”) is made and entered into between LaSorsa and Associates, LLC (“LAA”), a North Carolina limited liability company, located at 101 VFW Rd Suite 2E, Cedar Point, NC 288584, USA and the signed below (“Other Party”), located at the address below. The effective date of this Agreement shall be the submission date.
In consideration for permitting the undersigned to participate in a LaSorsa and Associates’ training course (“Course”) as directed by the relevant staff, I, and for my respective heirs, personal representatives and assigns, agree as follows:
1. ASSUMPTION OF RISK: I hereby acknowledge and agree that I understand the nature of the Course; that I am qualified, in good health, able to safely operate a motor vehicle and in proper physical condition to participate therein. Participation in the Course carries with it certain inherent risks that cannot be eliminated regardless of the care taken to avoid injuries. The specific risks range from 1) minor injuries such as scratches, bruises, and sprains 2) major injuries such as eye injury or loss of sight, joint or back injuries, heart attacks, and concussions 3) catastrophic injuries including paralysis and death. I hereby freely assume the above-mentioned risks as well as other risks not listed that are part of this activity, and any harm, injury or loss that may occur to me or my property as a result of my participation in the Course or during any transportation to or from the Course including any injury or loss caused by the negligence of LaSorsa and Associates, its employees, agents and officers, its contractors, and other Course participants. I also understand that any equipment that I provide or may borrow or rent from LaSorsa and Associates, or any other provider I use at my own risk and that any such equipment is provided without any warranty about its condition or suitability.
2. RELEASE OF LIABILITY: I hereby RELEASE LaSorsa and Associates, and its affiliates, related entities, and contractors and their respective employees, agents, representatives, officers, agents, members and directors, successors, and assigns (“the Released Parties”) FROM ALL LIABILITIES, CAUSES OF ACTION, CLAIMS AND DEMANDS that arise in any way from any injury, death, loss or harm that occur to me or to any other person or to any property during the Course or in any way related to the Course, including during transportation to or from the Course. This RELEASE includes claims for the negligence of the Released Parties and claims for strict liability for abnormally dangerous activities. This RELEASE does not extend to claims for gross negligence, intentional or reckless misconduct, or any other liabilities that the law of North Carolina does not permit to be excluded by agreement. I also agree NOT TO SUE or make a claim against the Released Parties for death, injuries, loss or harm that occur during the Course or are related in any way to the Course.
3. INDEMNIFICATION HOLD HARMLESS AND DEFENSE: I promise to INDEMNIFY, HOLD HARMLESS AND DEFEND the Released Parties (defined in Section 2 above) against any and all claims to which Section 2 of this Agreement applies, including claims for their own negligence. I also promise to INDEMNIFY, HOLD HARMLESS AND DEFEND the Released Parties against any and all claims for my own negligence, and any other claim arising from my conduct during the Course. In accordance with these promises, I will reimburse the Released Parties for any damages, reasonable settlements and defense costs, including attorney’s fees, which they incur because of any such claims made against them. I agree that in the event of my death or disability, the terms of this agreement including the indemnification obligation in this Section, will be binding on my estate, and my personal representative, executor, administrator or guardian will be obligated to respect and enforce them.
4. PERMISSION TO USE LIKENESS/NAME: I understand that during the Course I may be photographed or videotaped. To the fullest extent allowed by law, I waive all rights of publicity or privacy or pre-approval that I have for any such likeness of me or use of my name in connection with such likeness, and I grant to LaSorsa and Associates, and its assigns permission to copyright, use, and publish (including by electronic means) such likeness of me, whether in whole or part, in any form, without restrictions, and for any purpose.
5. SEVERABILITY: I agree that the purpose of this agreement is that it shall be an enforceable RELEASE OF LIABILITY AND INDEMNITY as broad and inclusive as is permitted by North Carolina law. I agree that if any portion or provision of this agreement is found to be invalid or unenforceable, then the remainder will continue in full force and effect. I also agree that any invalid provision will be modified or partially enforced to the maximum extent permitted by law to carry out the purpose of the agreement.
6. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY: “Confidential Information or Intellectual Property” means any information disclosed previously or on or after the date hereof by LAA to the receiving party, either directly or indirectly, in writing (including electronically), orally, or by inspection of tangible objects or intellectual property (including without limitation documents, intellectual property, outlines, prototypes, samples, software, and equipment), which is designated as “Confidential” or “Proprietary” or with some similar terminology or which by its nature would reasonably be considered Confidential Information or Intellectual Property. Information communicated orally shall be considered Confidential Information or Intellectual Property subject to the qualifications set forth below. Confidential Information or Intellectual Property may also include information provided LAA by third parties or developed by LAA with one or more third parties. Confidential Information or Intellectual Property will not, however, include any information which: (i) Was publicly known prior to the time of disclosure by LaSorsa and Associates; (ii) becomes publicly known after disclosure by LAA to the receiving party through no action or inaction of the receiving party because it was disclosed by a party legally entitled to disclose such information; {iii) is already in the possession of the receiving party at the time of disclosure by LAA as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality;(v) is independently developed by the receiving party without use of or reference to LAA’s Confidential Information or Intellectual Property as shown by documents and other competent evidence in the receiving party’s possession; or, (vi) is required by applicable law, rule or regulation, or judicial or administrative order to be disclosed by the receiving party; provided, that the receiving party gives LAA prompt written notice of such requirement prior to such disclosure, limits the disclosure to the degree necessary in order to comply with the receiving party’s legal obligation, and assists in obtaining an order protecting the information from public disclosure.
7. NON-USE AND NONDISCLOSURE: Other Party shall not use any Confidential Information or Intellectual Property for any purpose except to fulfill its obligations in connection with the performance of the relationship of trainer and trainee. Other Party shall not disclose any Confidential Information or Intellectual Property to third parties, or to Other Party’s employees, consultants, attorneys, accountants, or other advisors (collectively, “Advisors”}, except to those Advisors of Other Party who are required to have the information in order to fulfill its obligations in connection with the performance of the relationship, and only to those Advisors who are parties to agreements having non-use and nondisclosure provisions in content at least as protective as the provisions hereof prior to any disclosure of Confidential Information or Intellectual Property to such Advisors. Other Party shall not reverse engineer, disassemble, or decompile any prototypes, software, or other objects or intellectual property which embody any part of LAA’s Confidential Information or Intellectual Property provided to Other Party hereunder.
8. REMEDIES: Other Party acknowledges that any violation or threatened violation of this Agreement may cause irreparable injury to LAA entitling LAA to seek injunctive relief, in addition to all legal remedies to obtain relief, without the need to prove actual damages or irreparable injury.
I HAVE FULLY INFORMED MYSELF OF THE CONTENTS OF THIS AGREEMENT BY READING IT BEFORE SIGNING IT. NO ORAL REPRESENTATIONS, STATEMENTS, OR OTHER INDUCEMENTS TO SIGN THIS RELEASE HAVE BEEN MADE APART FROM WHAT IS CONTAINED IN THIS DOCUMENT. I UNDERSTAND THIS IS A CONTRACT THAT AFFECTS MY LEGAL RIGHTS AND I SIGN IT OF MY OWN FREE WILL. I UNDERSTAND THIS AGREEMENT MAY NOT BE AMENDED, RESCINDED NOR ANY OBLIGATION WAIVED, EXCEPT BY A WRITING SIGNED BY BOTH PARTIES HERETO.
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