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This Service Agreement (Agreement) is entered into by and between Recess, with offices located in 3905 NE Rodney Av. Portland, Oregon 97212 (Company) and the firm or individual purchaser of this Program (Customer).

The Company agrees to provide the Customer's wellness program (Program) listed on Attachment A, upon the following terms and conditions:

1. 1. Term of the Agreement
   1. 1.1 The Company may, at its option, immediately terminate this Agreement, or temporarily suspend all of its responsibilities stated in this Agreement, for payment delinquency in any amount in excess of thirty (30) calendar days.
2. 2. Program Eligible for Service
   1. 2.1 Program to be provided under this Agreement, along with the charge for this Agreement, is listed on Attachment A.
3. 3. Service Location
   1. 3.1 The Program will be delivered by the Company to the Customer facility or via Web/teleconference during a time period agreed upon by both the Customer and the Company.
4. 4. Charges / Payment
   1. 4.1 Payment shall be made by Customer to the Company and shall be due on the first day of the month in accordance with Attachment A.
5. 5. Exclusions
   1. 5.1 The Company shall not be obligated to provide the Services required by this
   2. Agreement:
      1. (a) If the Program has been modified such that it violates the central tenants of the Company’s operating philosophy or mission.
6. 6. Customer Responsibilities
   1. 6.1 This Agreement shall not require the Company to provide:
   2. 6.2 Equipment, software, posters or any other related consumable items such as, but not limited to, paper, pens, and so on.
   3. 6.3 Maintenance, repair or replacement of any materials, equipment, software or posters used by the Program.
   4. 6.4 On-site staff or volunteers to champion Program components at each location.
7. 7. Non-disclosure
   1. 7.1 Confidential Information. For purposes of this Agreement, “Confidential Information” means all information related to the Company or to the Customer that is received or accessed, including but not limited to business models, customer and supplier lists, marketing plans, financial and technical information, trade secrets, know-how, ideas, designs, drawings, specifications, techniques, programs, systems, processes, and computer software.
   2. 7.2 Use Restrictions and Nondisclosure Obligations.
      1. (a) At all times while this Agreement is in force, both parties agree not to use Confidential Information for any purpose without both parties’ specific prior written authorization, except as required in the course and scope of the Program pursuant to this Agreement.
      2. (b) At all times while this Agreement is in force and after its expiration or termination, the Customer and Recess promise and agree that neither will disclose Confidential Information to any person without specific prior written authorization, and promise and agree not to misuse, misappropriate, give, sell, furnish, nor disclose, whether or not for consideration, any Confidential Information, and not to use the Confidential Information in any way or manner for his or her own benefit or the benefit of others, except as required in the course and scope of the Program pursuant to this Agreement while the Agreement is in force.
8. 8. Non-solicitation
   1. 8.1 During the term of this Agreement Customer shall not solicit for employment nor hire employees of the Company or Company’s subcontractors providing services for Customer without first obtaining written consent from the Company.
9. 9. Limitation of Liability
   1. 9.1 The Company agrees to use its “best efforts” to provide the services required under this Agreement in a prompt manner, but in no event shall the Company be liable for any damages or liabilities, directly or indirectly caused by the Program, temporary shortages or unavailability of the Company’s personnel.
   2. 9.2 The Company shall indemnify and hold harmless the Customer against all losses and liabilities arising out of or resulting from the Company’s gross negligence, intentional or criminal acts or willful misconduct. The Company’s obligation to indemnify under this Section will survive the expiration or termination of this Agreement by either party for any reason. The Company may conduct the defense of any third party actions arising as described herein and the Customer will reasonably cooperate with such defense. The Customer shall indemnify and hold harmless the Company against all losses and liabilities arising out of or resulting from the Customer’s gross negligence, intentional or criminal acts or willful misconduct. The Customer’s obligation to indemnify under this Section will survive the expiration or termination of this Agreement by either party for any reason. The Customer may conduct the defense of any third party actions arising as described herein, and the Company will reasonably cooperate with such defense.
   3. 9.3 Some states do not allow the limitation or exclusion of incidental or consequential damages, so the above limitation(s) or exclusion(s) may not apply to the Customer.
10. 10. General
    1. 10.1 This Agreement is the entire Agreement between the parties and it supersedes all prior Agreements and understandings between the parties concerning the subject matter herein. It may be modified only by written Agreement signed by duly authorized representatives of each party.
    2. 10.2 This Agreement shall be governed by the laws of the State of Oregon.
    3. 10.3 This Agreement and any rights or performance hereunder may be assigned or otherwise transferred only with the written consent of both parties, or, to any corporation controlled by or under common control with the assigning party, or in connection with the acquisition of, or the sale of substantially all of, the assets of the business to which this Agreement pertains.
    4. 10.4 Any notice, request, instruction or other document pertaining to this Agreement shall be in writing and delivered personally or sent by US mail, postage prepaid, addressed as follows:

       Recess
       3905 NE Rodney Av
       Portland, OR 97212-1047
       tanya@recesswellness.com

Attachment A

Use of the Recess Approved Fun Workplace Seal on marketing materials used for recruitment, retention, employee outreach and company promotion such as Web sites, recruitment materials, employee compensation and benefit promotional materials is subject to the terms listed in Attachment B.

Any additional services must be authorized in an addendum to this Agreement at a rate determined by the Customer and the Company.

Attachment B

Recess Approved Fun Workplace Seal User License Agreement

1. 1. Acceptance of terms:
   1. 1.1 Use of Recess Approved Fun Workplace Seal (Seal) constitutes acceptance of the terms of this Agreement.

1. 2. Grant of license:
   1. 2.1 Recess, Health and Play dba Recess (Licensor) grants to the purchaser of this Program (Licensee), a Non Exclusive License to use the Seal in conjunction with the Program described in Attachment A of the Agreement.
   2. 2.2. Licensee may use the Seal on Customer marketing materials used for recruitment, retention, employee outreach and company promotion.
   3. 2.3 Recess reserves all rights not expressly granted to the Licensee in this agreement.

1. 3. Copyright:
   1. 3.1 The Seal is owned by Licensor and is protected by the United States copyright laws and international treaty provisions. Therefore, Licensee must treat the SEAL like any other copyright material.
   2. 3.2 Violation of United States copyright law and/or international treaty provisions may resolt in both Civil and Criminal penalties.

1. 4. Transfer of license:
   1. 4.1 This Agreement and any rights or performance hereunder may be assigned or otherwise transferred only with the written consent of both parties, or, to any corporation controlled by or under common control with the assigning party, or in connection with the acquisition of, or the sale of substantially all of, the assets of the business to which this Agreement pertains.

1. 5. Limit of liability:
   1. 5.1 Licensor will not be liable to Licensee or any other user of this SEAL for any damages, including but not limited to, claims against Licensee, lost profits or lost savings as a resolt of Licensee's or any other user's use of Licensor's SEAL.

Because some States do not allow the exclusion or limitation of liability for some damages, the above limitation may not apply.

The fine print : Recess policies

Making appointments

• Please make appointments in Recess Booking at least 48 hours in advance of the requested time for individuals and 7 days in advance for groups and corporate.
• Minimum of one hour per onsite lecture or activity.

Cancellation policy

Please observe the Cancellation Policy for changing or canceling your reservations

• Individual appointments: 24 hours
• Group classes: 7 days
• Corporate Services: 7 days

Charges in full will be assessed for no-shows, appointments canceled or changed within these time frames. To cancel an appointment you must call (1-866-578-7118) and ask to leave a voicemail message. Please leave the time, date, location of your appointment and the name of your trainer.

Safety and comfort

Recess values the safety and comfort of its clients and practitioners. As such, the practitioner will refuse or end the session and charges may be assessed if any of the following conditions occur:

• Obvious injury, severe bodily stress, or other medical conditions prohibiting safe rendering of service
• Customer misconduct such as solicitation, sexual or suggestive comments
• Intoxication
• Refusal to follow instructor’ directions regarding safe delivery of service (e.g. improper attire)

Methods of payment

Recess accepts personal checks (with a credit card authorization on file), cash, VISA, and MasterCard, and corporate checks. Returned or declined credit cards will be assessed any applicable bank fee.