LEVEL 1 EKAM TRAINER CERTIFICATION & LICENSE AGREEMENT

LEVEL 1 EKAM TRAINER CERTIFICATION & LICENSE AGREEMENT
This Level 1 Ekam Trainer Certification and License Agreement is agreed as a yearly membership.
By and Between:
OWA Holdings Pte. Ltd., an entity organized under the laws of Singapore, having its principle office at 9 Raffles Place, #27-00 Republic Plaza, Singapore 048619 and doing business as Ekam, hereinafter referred to as “Ekam” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its affiliates, sister concerns, parent / holding company/ies, subsidiaries, group companies, successors-in- interest and assigns), of the ONE PART;
And:
Individual, as registered on-line, hereinafter referred to as a “Level 1 Ekam Trainer – Stress Detox Trainer” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include his/ her legal heirs, representatives, successors and permitted assigns), of the OTHER PART.
The EKAM and the Stress Detox Trainer shall collectively be referred to as the “Parties” and individually be referred to as a “Party”.
WHEREAS
A. EKAM has legally acquired and holds the license and / or legally controls, programs, methods and proprietary techniques for educating, guiding, enlightening and imparting information for human spiritual and personal development and for individual and collective wellness including any teaching based on Sri Preethaji & Sri Krishnaji’s wisdom and meditative practices or processes (collectively referred to as the “EKAM Methods”) which methods are protected under all proprietary intellectual property laws including and not limited to patent, copyright and/or trade secret laws worldwide;
B. EKAM is into organizing professional events and seminars to educate, enlighten and promote individual and collective wellness using the EKAM Methods and which services are globally promoted under various trademarks, brands and symbols, all licensed and controlled by EKAM and including but not limited to “Stress Detox®”, and other marks, trade names, trade secrets, identifiers (collectively referred to as the “EKAM Trademarks”);
C. The Stress Detox Trainer desires to be trained by Ekam dealing in the EKAM Methods, which upon satisfactory completion of training and certification, certify the Stress Detox Trainer as licensed and authorized to commercially practice the EKAM Methods to impart education, lead wisdom lessons on Ekam’s vision of awakening & enlightenment, lead meditation and processes that they are authorized by Ekam and promotion of individual and collective wellness by adopting the EKAM Methods and thereby displaying EKAM Trademarks and always impart education and experiences through the via media of EKAM approved event, and to stay with EKAM from any such licensed use and all as set further forth herein;
D. The Stress Detox Trainer desires to conduct an initial seminar / event taught to them based on the EKAM Methods in the training, and the Stress Detox Trainer recognizes that the EKAM Methods and the EKAM Trademarks are invaluable proprietary intellectual property rights and are highly valuable intangible assets licensed to EKAM, and that EKAM would suffer irreparable loss and harm if they are misused, or used without proper authorization, and that the Stress Detox Trainer’s failure to comply with any of the terms governing the EKAM Methods and/ or EKAM Trademarks is material and a ground for immediate termination of this Agreement;
E. Based on the aforementioned representations and understanding between the Parties, EKAM hereby grants the Stress Detox Trainer, upon successful completion of the training / course/s, limited rights authorizing the Stress Detox Trainer to publicly represent themselves as trained by EKAM, on such terms and conditions as appearing hereinafter.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS AND AGREEMENTS SET FORTH IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY THE PARTIES, THE PARTIES AGREE AS FOLLOWS:
1. Objects and Scope of This Agreement
1.1 To establish the conditions, terms and expectations governing the EKAM’s authorization of the Stress Detox Trainer to practice EKAM Methods, display EKAM Trademarks and to commercially organize events, seminars and impart teachings to the general public and followers (in the manner as may be prescribed as EKAM may deem fit from time to time) under the trade name and brand “Stress Detox ” and in exchange for the aforementioned, the Stress Detox Trainer shall pay annual membership fee from such use of EKAM Methods and / or EKAM Trademarks.
1.2 The Parties further agree that this Agreement shall include as its part and parcel, the recitals and/ or any schedules that are attached or referenced and incorporated herein including the list of the EKAM Trademarks which EKAM shall have the right but not an obligation to make available online.
2.1
A. EKAM IP
The Parties agree and affirm that EKAM is the sole licensed user/s and exclusive owner of all intellectual property (as may be applicable) comprising the EKAM Methods and the EKAM Trademarks. In addition to the aforementioned, EKAM exclusively owns all the confidential methods and procedures used by it to conduct/organize events and seminars and the Stress Detox Trainer agrees that all such confidential and trade secrets and procedures, methods and knowledge are proprietary information exclusively belonging to EKAM and shall always remain the sole and exclusive property of EKAM. Further, the Parties agree that EKAM has also developed, licensed, owns and/or controls a collection of text, graphics, media and other copyrightable contents (collectively hereinafter referred to as the “EKAM Collaterals”) which materials are used for the purpose as determined by EKAM for the exclusive promotion of EKAM and its endeavors for the cause of the society at large.
The Parties further agree that as part of the limited rights granted by virtue of this Agreement, the Stress Detox Trainer is authorized to use and / or publicly display the EKAM Collaterals while offering the EKAM Methods under the EKAM Trademarks and the Stress Detox Trainer agrees to use all such EKAM Collaterals as may be reasonably allowed by EKAM from time to time. The Stress Detox Trainer expressly agrees that EKAM may, though not obligated to establish and maintain online requirements and standards for use of the EKAM Methods, the EKAM Trademarks, and the EKAM Collaterals, and all such online material (if provided) shall be made available to the Stress Detox Trainer at an internet accessible location. EKAM will identify from time to time such internet accessible location/s for the Stress Detox Trainer and provide the Stress Detox Trainer with secure links to all such online resources.
The Parties jointly agree that by using such online resources they can ensure all materials licensed by EKAM to the Stress Detox Trainer are current, accurate and that access and use can be efficiently and securely tracked. The Parties further agree that such online schedules and resources are proprietary intellectual properties of EKAM and legally binding on the Parties and are for the Parties’ joint and mutual benefit.
The Parties further agree that EKAM may, in its sole discretion, require the Stress Detox Trainer to execute any other agreement / arrangement with it in order to license, assign, and/ or to protect confidentiality, trade secrets and intellectual property rights pertaining to EKAM Methods and EKAM Trademarks.
Any and all such intellectual property rights which have been possessed by EKAM and/or imparted to the Stress Detox Trainers during the training prior to the Execution Date and/or any and all intellectual property developed by EKAM independently or by the Stress Detox Trainer during the training sessions or otherwise, shall always be and remain/become the exclusive property of EKAM alone
B. Impart of Training to the Stress Detox Trainer
The Stress Detox Trainer agrees and confirm that the Stress Detox Trainer shall receive training on EKAM Methods from EKAM on a flat fee basis and on the terms and conditions as may be determined by EKAM or its authorized representative/s and agrees to execute any and all documents/ definitive agreement/s with EKAM and/ or any other entity/ies, as may be designated by EKAM or its authorized representative/s in this regard. The Parties agree that upon successful completion of the training of the Stress Detox Trainer on EKAM Methods from EKAM, the Stress Detox Trainer shall be duly licensed and authorized to commercially practice the EKAM Methods and shall be recognized and called as ‘Stress Detox Trainer’.
2.2 Stress Detox Trainer IP
EKAM recognizes that the Stress Detox Trainer may develop his / her own trademarks, brands and methods of doing business, which EKAM acknowledges. However, any trademark, brand and/ or method developed or derived by the adoption/use of or by virtue of usage of EKAM Trademark and / or the EKAM Methods, shall be and continue to remain/ become the sole and exclusive property of EKAM and / or its group companies as may be applicable, and the Stress Detox Trainer affirms to irrevocably assign any and all such intellectual property rights to EKAM and / or its group companies, without any demur and execute all such agreement / arrangement in this behalf as EKAM may require from time to time.
Any and all such intellectual property rights which would have been possessed by the Stress Detox Trainer prior to the Execution Date and/ or any and all intellectual property developed by the Stress Detox Trainer independently without any use of the EKAM Trademark and/ or the EKAM Methods shall be and remain / become the exclusive property of the Stress Detox Trainer.
3. License, Scope and Obligations of the Parties
3.1 EKAM shall train the Stress Detox Trainer and conduct proper training / examinations of the Stress Detox Trainer. In the event if the Stress Detox Trainer passes all the examinations, EKAM shall approve the Stress Detox Trainer as an EKAM authorized licensee and thereupon known as “Stress Detox Trainer”. EKAM shall provide the Stress Detox Trainer with all requisite materials and guidance sufficient to enable the Stress Detox Trainer to successfully organize, promote, and conduct an initial EKAM licensed seminar using the EKAM Methods in the training. The guidance provided to the Stress Detox Trainer will include instructions and inputs on basic marketing and the proper use of the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals.
3.2 The license granted to the Stress Detox Trainer herein applies only to the initial seminar conducted on basis of the EKAM Methods and such additional seminars as the Stress Detox Trainer is expressly authorized by EKAM to undertake, which collectively shall be conducted by the Stress Detox Trainer under the trade name and brand “Stress Detox”. The Stress Detox Trainer expressly agrees to use all materials licensed by EKAM solely for EKAM sponsored events and for no other event or purpose whatsoever without the prior written consent of EKAM. In the event the Stress Detox Trainer fails to comply with his/ her obligations as provided in Clause 3.2 hereinabove, the same shall constitute a material breach under this Agreement thus giving absolute right to EKAM to terminate this Agreement at its own discretion in addition to other right or remedy available to EKAM under this Agreement and/or under applicable law.
3.3 With regard to all seminars and events, the Stress Detox Trainer shall, at his/her sole expense, provide for the following:
a) Seminar resources, including but not limited to, all necessary seminar facilities including physical locations, interior settings and associated resources (e.g., adequate technology support for audio and visual elements);
b) Information on all the attendees and participants (identifying full name, address, phone, and email of each), including ensuring that each of the attendees and / or participants sign a waiver and acknowledgment form specifically acknowledging and respecting EKAM’s rights as appropriate for the legal jurisdiction in which the seminar takes place. This waiver and acknowledgment form shall further identify the Stress Detox Trainer as the party legally responsible for the seminar, specifically identify the EKAM Trademarks, the EKAM Methods and the EKAM Collaterals, and waive and extinguish the liability of EKAM for any damage or claim arising out of or on connection with the events against the Stress Detox Trainer, attendees, participants and/ or any other third party/ies;
c) Promotion, marketing and advertising for the event using the EKAM Trademarks, and the EKAM Collaterals;
d) To co-operate fully with EKAM and its agents to ensure that the event is successful and reflects positively upon both EKAM, EKAM Trademarks, EKAM Methods and the Stress Detox Trainer, the Stress Detox Trainer shall not do any act, publish any material, conduct any seminar/talks, write any blogs in social media or otherwise, etc., in collaboration with EKAM or otherwise (in his personal capacity or in collaboration with any third party/ies) which shall cause or likely to cause disrepute to EKAM and the EKAM Trademarks and EKAM Methods;
e) The Stress Detox Trainer shall always conduct and present in a just and proper manner and shall not engage in any activity/conduct which will bring any sort of disrepute to EKAM and EKAM Methods. The Stress Detox Trainer shall not organize/conduct any events in his individual capacity or otherwise which is against the EKAM vision and hurts EKAM Methods and sentiments;
f) To refer to themselves as a Stress Detox Trainer when conducting the seminar;
g) To attend regularly all the scheduled and ongoing online Stress Detox Trainer training sessions organized by EKAM. In the event the Stress Detox Trainer fails to attend important trainings without a good and reasonable cause, the same shall constitute a material breach of this Agreement giving absolute right to EKAM to terminate this Agreement at its discretion;
h) To ensure proper recognition, attribution and credit to EKAM for all EKAM provided materials and not to appropriate or mislead others into perceiving or believing that the materials used for training / seminar are the property of the Stress Detox Trainer and further not to tamper, change, modify, misuse or misrepresent the content provided by EKAM in any way or manner;
i) To only use the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals as instructed by EKAM and make no modification, derivation, or change to the same without the express prior written consent of EKAM;
j) To ensure that the Stress Detox Trainer can readily produce to any requesting party, reasonable evidence of the Stress Detox Trainer’s status as an EKAM licensee/ EKAM certified Stress Detox Trainer acting as “Stress Detox Trainer” by display of a hard copy or digital certificate, and / or by including Stress Detox Trainer on EKAM’s list of certified Stress Detox Trainers;
k) To use best efforts to prevent any copying, misuse or unauthorized access or use of the EKAM licensed materials including the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals;
l) To use his / her best efforts to timely and immediately notify EKAM of any attempted or actual unauthorized use, access, misuse or improper display of any EKAM property including but not limited to, the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals;
m) To conduct events in compliance with applicable laws, rules and regulations and such approvals as may be required by the governmental agencies of the land where the Stress Detox Trainer organizes the events, using the EKAM materials, the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals or otherwise;
n) In the event of the expiration or breach resulting in termination of this Agreement, to immediately cease all public use and display of materials licensed and / or provided by EKAM, and to return to EKAM within seventy-two (72) hours all such materials. In the event the said materials including but not limited to, the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals are not returned to EKAM within the said timeline, EKAM may, in its sole election, require the Stress Detox Trainer to destroy all such EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals and then certify in writing and prove such destruction and non-retention of the materials to the satisfaction of EKAM;
o) To follow all the reasonable instructions and guidance as provided by EKAM from time to time;
p) To accurately collect all the attendee list, to provide them list of attendees (including Name, Place, Country, Phone/Mobile Number / Email Address), and to remit to EKAM, within ten (10) days of the conducted event, as set forth below; and
q) To conduct all event / seminars / programs under the trade name and brand “Stress Detox”.
3.4 Contract Administration and Obligation to Review Online Resources: EKAM and the Stress Detox Trainer agree that efficient administration of their relationship, and the timely and accurate provision of information is essential. Accordingly, the Parties agree that EKAM may, but is not obligated to, establish online resources that help administer this Agreement. The Stress Detox Trainer is only authorized to practice, use and/ or display the EKAM intellectual property, including EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals identified on the attached schedules herein. Schedule A (appended hereunder) lists the EKAM materials subject to this license including the EKAM Methods, EKAM Trademarks, and the EKAM Collaterals and if applicable, an identification of any confidential or proprietary information that is not otherwise categorized but which is needed by the Stress Detox Trainer, or required by the EKAM, as the case may be. Schedule B (appended hereunder) lists the details and other financial information for the annual membership fee to EKAM and for such other related information such as terms and conditions for annual renewal. The Parties agree that the information in the aforesaid Schedules may be amended by EKAM from time-to-time to ensure effective and efficient administration and quality education being imparted under this Agreement, and that such changes must be consistent with the purpose and goals of this Agreement and which when announced by EKAM become effective and binding without any further act or requirement and as to which, if a Stress Detox Trainer objects, they may contact EKAM and EKAM shall endeavor to reasonably accommodate the concerns of Stress Detox Trainer, and if such is not possible, Stress Detox Trainer may terminate this Agreement provided all obligations to EKAM are honored including payment of any annual membership fees pending to EKAM. EKAM represents that any changes it issues shall be substantially consistent with this Agreement. In the event EKAM establishes any online or electronically accessible resource for administering this Agreement, the Stress Detox Trainer agrees to regularly visit such resource, review its contents, and adhere to and be bound by such additional terms provided they are consistent with the purpose and intent of this Agreement.
3.5 EKAM Approval and Ensuring Stress Detox Trainer Success: To ensure the success of Stress Detox Trainer and EKAM, and to protect the intellectual property rights and reputation of EKAM and the Stress Detox Trainer, the Stress Detox Trainer is required to conduct one or more initial seminars, which EKAM shall inspect and formally approve. This confirmation is required before Stress Detox Trainer is authorized to conduct additional seminars or events for the public. The Stress Detox Trainer agrees to accept and implement all commercially reasonable changes or modifications requested by EKAM.
4. Expenses, Annual Membership Fees & conditions for annual renewal
4.1 Expenses Responsibility of Stress Detox Trainer: The Stress Detox Trainer shall alone bear all the costs associated with organizing, promoting and holding the event and/ or seminars. EKAM shall bear all the cost of producing and making available to the Stress Detox Trainer the EKAM Methods, the EKAM Trademarks and the EKAM Collaterals and/ or all other proprietary intellectual property rights as may be accorded to the Stress Detox Trainer for his / her training purposes with limited rights to use for imparting education in the future.
4.2 Annual Membership Payment to EKAM: To use EKAM’s IP and resources, the Stress Detox Trainer agrees to pay annual membership fee of USD 995/- and pay initial training fee of USD 1495/- before the start of the training day. The Parties further agree to work out mutually acceptable and reasonable procedures for confirming and exchanging event data. Further, the Parties agree that any and all information pertaining to expenses as detailed under Schedule 3 hereunder and all the current obligations of the Stress Detox Trainer as detailed under Section 3 of this Agreement may be amended from time-to-time by EKAM at its sole discretion and any and all such amendments shall be final and binding upon the Stress Detox Trainer.
4.3 EKAM shall raise invoice/s for its annual membership fee, which shall be shared to the Stress Detox Trainer annually. The Stress Detox Trainer shall ensure to pay the annual membership fee renewal upon the receipt of such invoice/s. In the event of nonpayment of the invoice amount/s within the stipulated period, EKAM shall be entitled to terminate this Agreement with immediate effect without any further reference or notice. The Stress Detox Trainer agrees that non-renewal of the membership fee shall constitute a material breach of this Agreement thus, giving absolute right and sole authority to EKAM to terminate this Agreement forthwith thereafter.
5. Representations and Warranties
5.1 Each Party represents and warrants to the other that it is a person validly existing and in good standing under the applicable laws of its jurisdiction and has full corporate power and authority to enter into and implement this Agreement and it has no agreement and/ or arrangement with any third party which prevents / restricts the Parties from entering into this Agreement.
5.2 The Stress Detox Trainer hereby represents and warrants that there are no legal proceedings initiated, threatened to be initiated or concluded, or any case or investigation is pending against the Stress Detox Trainer under applicable laws in which the event/s is/are conducted or in the Stress Detox Trainer’s host country or anywhere in the world which may bring any manner of disrepute to EKAM and EKAM sentiments.
5.3 The Stress Detox Trainer hereby represents and warrants to comply with the applicable laws of the host country/ies or any other country/ies in which the event/s is/are conducted at all times.
5.4 The Stress Detox Trainer hereby represents and warrants that there are no allegations threatened allegations, complaints, claims, proceedings, initiated or threatened to be initiated due to any misconduct against the Stress Detox Trainer. In case of any such allegations, complaints, claims, proceedings, the Stress Detox Trainer shall be suspended immediately, and the Stress Detox Trainer’s EKAM Certification shall automatically stand cancelled forthwith. Upon enquiry if such complaints, allegations are found to be untrue to the satisfaction of EKAM, the Stress Detox Trainer shall be reinstated back.
6. Terms and Termination
6.1 This Agreement shall have an initial term of one (1) year and shall automatically renew for subsequent terms unless agreed in contrary by the Parties. As a Stress Detox Trainer, you are expected to initiate 50 people minimum annually and share their 50 unique databases (including Name, Place, Country, Phone/Mobile Number & Email Address) with Ekam to qualify to renew your yearly subscription as Stress Detox Trainer. The commercials however, pertaining to the annual membership fee renewal, nor the minimum number of seekers you would need to initiate yearly through the ‘Stress Detox’ Course shall be amenable to revisions in accordance with the terms of this Agreement and at the sole discretion of EKAM. The Stress Detox Trainer recognizes and understands that EKAM is building out an international Stress Detox Trainer network support structure and for this reason, Stress Detox Trainer acknowledges amendments and additional terms may be needed by EKAM and the Stress Detox Trainer agrees to not unreasonably refuse any additional term(s) proposed by EKAM.
6.2 EKAM shall be entitled to terminate the Agreement for breach of any and all obligations of the Stress Detox Trainer and/or breach of any terms of this Agreement at any time.
6.3 Either Party may terminate this Agreement at any time, with or without cause, by giving a prior written notice of thirty (30) days to the other Party.
6.4 The Stress Detox Trainer agrees and acknowledges that in the event any legal proceedings have been initiated or threatened to be initiated against the Stress Detox Trainer for noncompliance of applicable laws of the host country/ies and/or any other country/ies in which the event/s is/are being conducted, or in the Stress Detox Trainer’s host country or anywhere in the world, or if EKAM is of the view that any event/s conducted by the Stress Detox Trainer may cause or likely to cause disrepute to EKAM and EKAM Methods and EKAM Trademarks and/ or violate the applicable laws of the host country and/or any other country/ies, EKAM shall have a right to terminate this Agreement with immediate effect without any notice to the Stress Detox Trainer.
6.5 Consequences of termination:
Upon termination of this Agreement:
i) The Stress Detox Trainer shall immediately cease using the EKAM materials, including EKAM Methods, the EKAM Trademarks and the EKAM Collaterals as laid down under this Agreement;
ii) The Certification provided to the Stress Detox Trainer under this Agreement shall stand cancelled with immediate effect;
iii) Any and all payment obligations of the Stress Detox Trainer, if any, under this Agreement till the date of termination shall immediately become due and shall be payable by the Stress Detox Trainer within ten (10) days of termination of this Agreement; and
iv) Immediately cease all public use and display of materials licensed and / or provided by EKAM, and to return to EKAM all such materials within seventy-two (72) hours of termination. In the event the said materials including but not limited to, the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals are not returned to EKAM within the said timeline, EKAM may, in its sole election, require the Stress Detox Trainer to destroy all such EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals and then prove such destruction and non-retention of the materials to the satisfaction of EKAM.
7. Limitation of Liability and Disclaimer of Warranties
7.1 IN NO EVENT SHALL EKAM BE LIABLE TO STRESS DETOX TRAINER OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM EKAM’s PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY GOODS SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, THE NEGLIGENCE OF EKAM OR OTHERWISE, EVEN IF EKAM HAD BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 The Stress Detox Trainer acknowledges and agrees that the training by EKAM in connection with the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals are provided on an “as is basis”, and that the Stress Detox Trainer’s use of or reliance upon the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals accessed thereby is at the Stress Detox Trainer’s sole risk and discretion for the Stress Detox Trainer’s limited and restricted use. EKAM hereby disclaims any and all warranties and guaranties regarding the merchantability, fitness of the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals for a particular purpose and EKAM makes no warranty that the EKAM Trademarks, the EKAM Methods, and the EKAM Collaterals will meet the Stress Detox Trainer’s requirements.
8. Indemnification
8.1 The Stress Detox Trainer agrees to, at all times, indemnify and hold EKAM harmless from any and all liabilities, losses, claims, suits or damages or actions, proceedings, judgments, settlements, expenses (including reasonable attorneys’ expenses) or the like made by third parties against EKAM arising from i) any act, omission or failure of Stress Detox Trainer to act under this Agreement; ii) any breach of this Agreement; iii) any misrepresentation by the Stress Detox Trainer under this Agreement. The Parties agree that this Clause 8.1 shall survive the termination of this Agreement.
9. Confidentiality
9.1 Each Party acknowledges that they may have access to certain information and materials concerning to the other Parties’ trade secrets, designs, know-how, works of authorship, source and object code, algorithms, processes, data, computer programs, ideas, techniques, inventions (whether patentable or not), discoveries, and other information concerning the disclosing Party’s actual or anticipated business, research or development, personnel information, terms of compensation and performance levels of disclosing Party’s employees, or information which is received in confidence by or for the concerned Party from any other person, business plans, customers, technology, products and course materials that are confidential and of substantial value (“Confidential Information”), which value would be impaired if such information were disclosed to third parties or used for purposes other than as expressly permitted by this Agreement.
9.2 The Stress Detox Trainer further acknowledges they will be provided with course materials that are for use of the Stress Detox Trainer only and thus are also part of Confidential Information and the same shall not be provided or shared with anyone unless specifically authorized in writing by the EKAM Academy. Hence, the Stress Detox Trainer agrees, during and after termination of this Agreement, to maintain any and all Confidential Information received from the EKAM, in confidence, and agree not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of EKAM.
10. Notice
10.1 Notice / communications hereunder shall be given electronically wherever possible except where applicable law requires physical copies and any notice, consent or approval required hereunder shall be provided sent via email with a delivery receipt required. The Parties agree that to the greatest extent possible under applicable law, a digital copy of analog document will be legally satisfactory unless there is a reasonable question or challenge as to the authenticity of any digital document in which case either Party may request production and proof via a hard copy document. Notices shall be deemed effective upon receipt by the recipient, be issued as follows:
If to EKAM:
Electronic: Andrew@kalhanaaevents.com
If to Stress Detox Trainer:
Electronic: Email address included in registration
11. Divisibility/ Severability
11.1In the event any element/ provision of this Agreement is found to be invalid or unenforceable under applicable law by a court of competent jurisdiction, then such affected provision shall be excluded from this Agreement while the remaining clauses/ provision of this Agreement shall be unaffected and the balance of the Agreement be given full legal effect to the greatest extent consistent with and permitted by applicable law.
12. Dispute Resolution and Governing Law
12.1 In the event of a dispute arising herein between the Parties, they shall first, to the greatest extent possible, be settled by good faith discussions between the Stress Detox Trainer and an EKAM designated senior officer or other persons with settlement authority. These discussions must include at least one direct meeting, ideally in person and without lawyers or legal counsel present. If good faith dialogue fails to resolve the dispute, the Parties may, but are not required to engage in mediation. If agreed to by the Parties, third party mediation will be held before any bona fide alternate dispute mechanism generally used in the western world including but not limited to services offered by the American Arbitration Association, the International Chamber of Commerce, or private service providers such as JAMS. The said mediation proceedings shall be before a single mediator and all submissions may be done electronically (including testimony which can be by video) and the mediator shall issue a written award, which shall be binding upon the Parties.
12.2 The parties further agree that this agreement, and all rights created by and under it, shall be construed and enforced under the laws of State of California in the United States of America.
13. Amendment
13.1 No amendment, change, waiver, or discharge of any of the terms and conditions laid down hereunder (save and except as provided in this Agreement) shall be valid unless made in writing and signed by the Parties.
14. Waiver
14.1 The failure of a Party to exercise or enforce any rights under this
Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter
15. Relationship between the Parties
15.1 The Parties agree that the Stress Detox Trainer is an independent contractor and not an employee, agent, co-venturer, partner or representative of EKAM and that EKAM will not incur any liability as the result of Stress Detox Trainer’s actions. Nothing herein or in the performance hereof shall imply a joint venture or principal and agent relationship or a partnership between the Parties. Neither Party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other.
16. Assignment
16.1 This Agreement shall not be assigned by the Stress Detox Trainer without the prior written consent of EKAM.
17. Entire Agreement
17.1 This Agreement, including the Schedules forming part and parcel of this Agreement constitutes the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the Parties other than those set forth herein provided for.
18. Survival
18.1 The sections of this Agreement which by their nature are intended to survive termination of this Agreement shall remain in effect after such termination including, but not limited to, Clause 2, Clause 5, Clause 6.2, Clause 7, Clause 8, Clause 9, Clause 10, Clause 12 and Clause 18.
19. Counterparts
19.1This Agreement may be executed in any number of counterparts by the Parties to it, each of which shall be an original but all of which together shall constitute one and the same instrument.
SCHEDULE A: EKAM IP SUBJECT TO LICENSE
Methods: Narrative description. Trademarks: Stress Detox® Collaterals: TBD
Other: Reserved.
SCHEDULE B: TRAINING FEES AND ANNUAL MEMBERSHIP FEES
As a Stress Detox Trainer, you are expected to initiate 50 people minimum annually and share their 50 unique databases (including Name, Place, Country, Phone/Mobile Number & Email Address) with Ekam to qualify to renew your yearly subscription as Stress Detox Trainer. The commercials however, pertaining to the annual membership fee renewal, nor the minimum number of seekers you would need to initiate yearly through the ‘Stress Detox’ Course shall be amenable to revisions in accordance with the terms of this Agreement and at the sole discretion of EKAM.

Annual Membership fee is USD 995/- & The Training fee is USD 1495/-.