METABOLIC BALANCE SALES AGREEMENT FOR COACHES

WHEREAS, Metabolic Balance GmbH & Co KG (“MB GmbH & Co KG”) has developed a unique program which is intended to assist in the improvement of the human metabolic system by way of addressing such issues as excessive body weight, problematic blood sugar levels and further conditions associated with diabetes and fat metabolism disturbances (the “Program”);
 

AND WHEREAS, MB GmbH & Co KG has developed a software package based on the Program that draws up a customized nutrition Plan (the “Plan”) after entry of certain blood values and supplementary client data;
 

AND WHEREAS, the Program does not constitute a medical product or service and does not diagnose or treat any medical condition or disease.
 

AND WHEREAS MB GmbH & Co KG is the owner of the Program, the Plan and certain trade names and trademarks including the trademark “metabolic balance” (the “Marks”), and has granted to MB Inc. the right and license to use and license others to use the Program, the Plan and the Marks,
 

AND WHEREAS, Coach has experience in metabolic and dietetic issues and desires to distribute and provide the Program, Plan and related services to consumers in need thereof (the "Client(s)"); and
 

AND WHEREAS the Coach wishes to obtain the right from MB Inc. to use the Program, the Plan and the Marks pursuant to the terms hereof in order to market, promote, implement and distribute the Plan to its Client;
 

NOW THEREFORE, in consideration of the mutual covenants, restrictions, and promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:



Initials
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ARTICLE 1: APPOINTMENT AND ACCEPTANCE, RESTRICTIONS



1.01 Appointment and Acceptance.



Subject to the terms and conditions of the Agreement, MB Inc. hereby appoints Coach as its non−exclusive sales representative to distribute the Program to its clients, counsel such clients in accordance with the Plan and customize the Plan for each such client for the term of this Agreement in the United States (the “Territory”).



Coach hereby accepts such appointment. This Agreement includes a non−exclusive license, non−transferable, non−sub licensable, royalty− free right to use the Mark “metabolic balance” and to order, possess and distribute the Program to Clients thereunder. The Coach will use commercially reasonable efforts to promote distribution and sale of the Program and Plan.



1.02 Restrictions.



The Coach may not:

 

a. modify, duplicate, reverse−engineer any aspect of the Program or the Plan;


b. translate, disassemble, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code or compiled code from the object code of the Plan supplied hereunder; or


c. adapt the Plan to create a derivative work.
 

ARTICLE 2: TERM AND TERMINATION



2.01 Term.



This Agreement shall begin on the Effective Date and shall continue until December 31, 2025 (the “Initial Term”) unless sooner terminated in accordance with Section 2.02. This Agreement shall be automatically renewed for successive one (1) year terms (each a “Renewal Term”) unless terminated by either Party upon giving written notification to the other Party no later than sixty (60) days before the expiration of the respective current term. The Initial Term, any Renewal Terms are collectively referred to as the “Term”.


2.02 Events of Termination.



If Coach shall default in the performance of this Agreement or materially breach any of its provisions, MB Inc. may terminate this Agreement by giving thirty (30) days written notification to the Coach; provided that the Coach shall have the right to cure any such alleged default, with the exception of c., e., g., h. and i, below, during such thirty (30) day period.



For the purposes of this section, material breach of this Agreement shall include:


a. Failure to substantially provide services in a manner reasonably acceptable to MB Inc.


b. Failure to keep MB Inc. reasonably informed of problem situations that might reflect adversely on MB Marks or brands.

c. Submission by the Coach to MB Inc. of false or fraudulent reports or statements.

d. Failure to provide reasonably required paperwork in a timely fashion necessary for purposes of implementing this agreement.

e. Misrepresentation, dishonesty, theft or, in the reasonable judg− ment of MB Inc., poor business practices.

f. Violation of the confidentiality clause as described in section 6.07

g. Failure of the Coach to function in the ordinary course of business, including but not limited to insolvency, bankruptcy, or failure to maintain a proper place of business, phone number(s) and emails.

h. Conviction in a court of competent jurisdiction of Coach, manager, principal officer or major stockholder of Coach for any violation of law tending to affect adversely the operation or business of the Coach or the good name, goodwill, or reputation of Coach, including but not limited to any felonies, misdemeanors involving what would be regarded as a moral turpitude, reflect dishonesty, or lack of integrity that might reflect poorly on mb Inc.’s name and Marks in the sole discretion of MB Inc.

i. Misuse or challenge to the Marks or intellectual property rights of MB Inc., including copyrights, Marks, or misuse of proprietary or trade secret methods.



2.03 Effect of Termination.



Upon expiration or termination of this Agreement for any reason whatsoever, the Coach shall

a. immediately cease use of the Marks, directly or indirectly, in any manner;

b. remove the Marks from, or deliver up to MB Inc. any and all materials and other property in the Coach's possession or control which display the Marks; and

c. promptly execute such documents or take such actions as may be necessary to abandon the Coaches use of any business or other name containing any of the Marks.



ARTICLE 3: SERVICES AND OBLIGATIONS OF mb Inc.



3.01 Programs.



MB shall offer Clients recruited by the Coach the opportunity to participate in the Programs. All Programs offered by MB Inc. are subject to U.S. laws and regulation, and can be changed, revoked, or become unavailable at any time.



3.02 Sole Discretion of MB Inc.



MB Inc., in its sole discretion, makes the final decision as to whether to accept or reject a Client recruited by the Coach into the Program. The decision not to accept a Client into the Program does not constitute a breach of any term of this contract. If MB Inc. does not accept a specific Client recruited by Coach, MB Inc. will refund or issue a suitable credit to the Coach for any payment of the Program fee paid by the Coach.



3.03 Training.



MB Inc. shall provide to the Coach an initial training course, which the Coach shall be obligated to attend. The Coach is obligated to take tests showing that s/he has understood the subject matter.



Continuous training opportunities will be provided by MB Inc. following the initial training course to further educate Coach. Training may take different forms according to the needs of the Coach and of MB Inc. Training materials including a handbook describing the Program are provided to the Coach so Coach may best familiarize himself or herself in use of the products sold bearing mb Marks.



3.04 Support.



In addition to training, support will be provided by MB Inc. Support may take different forms according to the needs of the Coach and of MB Inc.



3.05 Access to Plans.



MB will provide the Coach with a personal access code to the MB Inc. website. With this access code the Coach is able to access the personal Client Plans as well as educational materials and current information.


3.06 Blood Tests.



Whenever and wherever possible, MB Inc. may provide a suitable location for the blood tests performed for each Client in a qualified laboratory. The current price list for the MB Blood Test is included in Appendix A, which is attached to this Agreement.



3.07 Marketing Materials.



MB may provide marketing materials to the Coach for distribution to current and future Clients, partners and the general public. These materials include the trademarked MB logo and other protected materials which can be integrated into the Coach’s own materials.



The Coach understands that MB Inc. is at all times the sole and absolute owner of all Marks, logos, and insignia provided by MB Inc., and will cease usage of these materials immediately upon the earlier of i) the request of MB Inc., or

ii) the termination of this agreement.



Certain marketing materials such as flyers, booklets, brochures, posters, and business cards may be ordered directly from a printing or advertising company with which MB Inc. has a contract. The cost for these materials including shipping and handling is the responsibility of the requesting Coach. The contact and order information will be provided by MB Inc.



3.08 MB Inc. Website.



To support the marketing activities of the Coach, MB Inc. may publish the contact information of the Coach in its Coach list on the MB website, on the MB blog, in social media platforms and in print materials developed subsequent to this Agreement. Publication of the contact information of the Coach in the Coach list on the MB website, on the MB blog, in social media platforms and in print materials is tied to certain conditions that are set forth in Articles 4.05 and 4.06 of the contract.



3.09 Future Franchise.



MB is not currently offering a franchise−based business and there is no intent by reason of this Agreement to form a franchise. On the contrary, this Agreement is intended to give Coach the right to act as a sales representative of MB Inc. and to sell products under MB Marks. However, should MB Inc. seek to transform itself from a licensing−based business into a franchise operated business during the term of this agreement or any time thereafter, Coach will be offered a contract under the newly established franchise. In such a case the conditions will be newly negotiated with MB Inc. or its legal successors.

 

ARTICLE 4: SERVICES AND OBLIGATIONS OF THE COACH



4.01 Recruit Clients.



Coach shall use commercially reasonable efforts to recruit Clients to participate in and purchase from Coach MB products, i.e., Program and Plan. Coach accepts that his/her recruiting and sales efforts and Client’s origin are limited to the territory of the United States.



4.02 Agreement between the Coach and the Client.



It is the Coach’s responsibility to set up a proper contractual relationship with each Client. MB Inc. may provide sample forms and sample contracts upon request, i.e. samples of Registration Form & Agreement, samples of Consent & Disclaimer Form and samples of Notice of Privacy Practices, however, it is ultimately Coach’s responsibility to ensure that it conducts its business properly and that its contracts are complicit with the law of the applicable locations where Coach operates.



The Coach is required to provide copies of its Client contract templates to MB Inc. when requested. Under no circumstances will Coach be permitted to enter contracts with Clients that purport to bind MB Inc. or its parent and/or affiliate companies.



4.03 Educate Clients.



The Coach agrees to openly and honestly educate Clients about all relevant aspects concerning the Program, including but not limited to the following: (i) the costs associated with the Program, (ii) probable results and (iii) the support and material provided. Coach understands and shall communicate to the Client that



the MB products, such as the MB Plan, is not a medically supervised program.
the MB Plan is designed to help healthy individuals lose weight and achieve a better quality of life.
it is a recommended dietary Program only and that in no way it represents medical treatment or medical advice.
the Program does not constitute a medical product or service and does not diagnose or treat any medical condition or disease.


Coach shall ensure that the Client understands that all medical conditions and the current health status should be discussed with a physician prior to beginning this Program, which is not intended or offered to be a substitute for medical care by a qualified physician.



Any client of the Coach must be under a physician’s supervision at all times while participating in the Program. Any modifications to a client’s medication as a result of his/her participation in the Program must be made at the direction of the supervising physician only, and not the Coach.



4.04 Personal Program Supervision.



The Coach is encouraged, but not required, to implement the Program and the Plan in accordance with all of the guidelines set out in Annex C hereto (the “Coaching Guidelines”).



The Coach is required to set up personal meetings with the Client to educate the Client about proper use of MB products, and to ensure that the MB Mark will not be tarnished. This may also be in the form of webinar, videoconference, video chat, Voice−Over−IP and telephone.

 

Any impersonal consultation solely based on devices, such as by email, fax or postal mail, is highly discouraged since the personal meetings play a significant role in successful Program completion.



4.05 Continued Education Participation.



In order to ensure consistently high service quality of the Coach’s services, Coach is obliged to attend (i) a minimum number of four (4) continuous education webinars per calendar year and (ii) a minimum of one (1) update seminar in two (2) years.



If such condition is not met, Coach does not qualify for re−certification and will no longer be listed on the MB website, on the MB blog, in social media platforms and in print materials as MB Coach.



4.06 Minimum Number of Plans.



Coach will be listed on the MB website, and through indirect or direct links may also be listed on the MB blog, in social media platforms and in print materials as MB Coach during the first calendar year of his / her activity.



As of the second calendar year of his / her activity, Coach is obliged to achieve a minimum number of five (5) plans per year in order to remain listed on the MB website, on the MB blog, in social media platforms and in print materials as MB Coach.



4.07 Privacy and Data Security.



The Coach agrees to adhere to the MB Inc. Notice of Privacy Practices and the MB GmbH & Co KG’s General Data Protection Regulation (GDPR) and Permission to Use or Disclose Health Information. The Coach ensures that access codes, passwords and logins to the MB website and system are held in strict confidence and must not be handed out to a third Party. This is also applicable for the personal Client Plans as well as educational materials and internal information. The Coach also accepts that it is not permitted to create copies – neither print nor electronic format – of Client files or information which exceeds the nature of the work with the Client or MB Inc. In particular, it is the responsibility of each Coach to determine whether it is a Covered Entity under the Health Insurance Portability and Account- ability Act (HIPAA), and, if so, learn about the requirements of the rules, and implement and maintain compliance with these requirements. It shall be a material breach and grounds for immediate termination of the Agreement for the Coach to intentionally, recklessly, or negligently disseminate Client information to any other person or business not a Party to this Agreement who is not the Client, as such action could tend to tarnish the good name and brand recognition of MB Inc. if improperly associated with bad actions of Coach. Client information is proprietary to MB Inc., Coach, and Client and includes but is not limited to phone numbers, address, emails, social media preferences, lab results, nutritional plans or recommendations, and Coach / Client communications. It is the Coach’s responsibility to make sure that competent IT personnel are employed to assist

with guarding the security of Client infor− mation, and that off−premises electronic backups are maintained of Client information. Nothing contained herein shall prevent Coach from responding to a duly issued subpoena, but in such event, the subpoena shall be reported to MB Inc.



4.08 Referrals of New Coaches and Compensation.



Coaches are permitted and encouraged to refer new Coaches whom they find suitable for the Program. Requirements for new Coaches are outlined by MB Inc. The Coach will be credited one (1) free Plan per paying participant of an MB Coach Certification Seminar.



4.09 Timely Responses.



The Parties acknowledge the importance of timely reporting to each other and responding to inquiries from one another. Coach, upon request, should promptly and diligently report to MB Inc. on the status of the activities contemplated by this Agreement.



4.10 Use of the MB Marks.



MB hereby authorizes and provides Coach a nonexclusive right and license to the Marks, and the associated goodwill, in connection with the distribution and sale of the Program. The Coach may not sell any Mark or grant any other person or entity any right, permission, or sublicense to use the Marks, unless otherwise agreed by MB Inc. Coach acknowledges that the MB word Mark “metabolic balance” is a protectable Mark that is distinct and has obtained secondary meaning in the mind of the consuming public. Coach understands that, as between Coach and MB Inc., MB Inc. owns a senior and superior right, title or interest in and to the Marks and their associated goodwill. By reason of this agreement, Coach acknowledges that it has been granted no ownership rights to the Marks, expressed or implied, except the limited use rights of this Agreement. Coach agrees that it will not register, directly or indirectly, any Mark, trade name, company name, Internet domain name or other proprietary or commercial right that is identical or confusingly similar to the Marks. Coach further agrees to the following terms:



4.10.1 Use by Coach of all of the Marks will conform to the quality standards set by and under the control of MB Inc. MB Inc. will post the MB Marks on its website, which may be updated by MB Inc. without notice from time− to−time.



4.10.2 Coach shall use the most current version of the Marks available on the MB website and check the Marks on the main MB site regularly for changes or discontinuance of any Mark. Coach will discontinue use of any Mark that MB Inc. deems inappropriate or outdated.



4.10.3 Coach shall add the symbol ® to any use of the term “metabolic balance” unless this is in reference to the company names such as Metabolic Balance, Inc. or Metabolic Balance GmbH or Metabolic Balance GmbH & Co. KG. Furthermore, Coach agrees not to use the Marks in any descriptive manner, for example as a noun or verb as these uses could jeopardize the viability of the MB Marks.


4.10.4 Coach agrees to immediately notify MB Inc. of any of the following: (i) any potential or actual infringement of the Marks by a third Party or (ii) that the use of the Marks may infringe the proprietary rights of a third Party. The Coach will take all reasonable steps to ensure that the use of the Marks comply with all applicable laws and regulations.



4.10.5 Coach agrees that all rights to use the Marks shall terminate immediately, automati− cally, and without notice in case of (i) failure by Coach to cure any breach of this agreement within thirty (30) days of MB Inc. or its affiliates being notified of misuse of a Mark or (ii) if Coach ceases to be an authorized distributor of the Program for any reason. Upon termination, Coach will (i) cease all use of the Marks and (ii) destroy or return to MB Inc., at MB Inc.'s option, any items bearing a Mark. Coach further agrees that (i) all goodwill associated with the Mark has and will inure to the benefit of MB Inc. and (ii) Coach will not be entitled to any compensation or other payment upon termi− nation of this agreement for any reason.



4.11 Using the MB Marks on Websites and Social Media Platforms.



While during the term of this Agreement Coach shall enjoy a limited license to use the MB Marks, a Coach who operates an individually designed Internet website agrees to design this site in a significantly different way than the www.metabolic−balance.com and www.metabolic−balance.us sites in regard to content, structure and visual appearance so that there is no likelihood of confusion in the general public as to which is the main website of the MB Mark.



While as authorized reseller of the M B Mark, Coach shall have the ability to use the MB Marks, it is expressly prohibited for Coach to use parts of the corporate identity or the corporate design of MB Inc., or to create intentional or unintentional similarities that would confuse the public. Coach understands that the main Internet site(s) for MB Inc. are www.metabolic−balance.com; www.metabolic− balance.us and https://int.metabolic− balance.com.



A Coach is permitted to use the MB Marks on or in connection with "Social Media Platforms". This includes but is not limited to LinkedIn, Facebook, MeetUp, YouTube and Twitter; free and unencrypted web− based email services (e.g., Yahoo, Gmail, etc.), and free web−based calendars (i.e. Yahoo, Hotmail, Google, etc.) that enable people to communicate easily via the Internet to share information and resources. Notwithstanding anything to the contrary, the Coach must adhere to the following standards for using the Marks with Social Media Platforms:



4.11.1 Coach must provide visitors to the Internet site or the social media platform with easily recognizable, immediately reachable and

constantly available indications that the target is not an Internet site or social media page / profile of MB Inc.



4.11.2 Coach must provide, on the Internet home page or social media page/profile, an easily recognizable, immediately reachable and constantly available link to the Internet site of www.metabolic−balance.us.



4.11.3 Coach must observe MB Inc. guidelines for the use of the Marks.



4.11.4 If Coach uses the Marks for search engine optimization purposes as a keyword for his/her own Internet site, it must be clearly evident from the text presented for the result display in the search engine that the Internet site in question is that of the Coach and not of MB Inc. itself.



4.11.5 Questions about the appropriateness of use of MB Marks by Coach should be promptly brought to the attention of MB Inc. in writing to avoid improper Mark uses and to resolve all doubts.



4.12 Compliance.



The Coach shall ensure that its practices and procedures relating to the operation and promotion of its business are in compliance with all applicable laws.

 

ARTICLE 5 – FEES AND TAXES



5.01 Program Fee.



Coach should only charge Clients who purchase MB products, i.e., Programs and Plans, reasonable fees for the Coach’s services. The recommended Program fee is currently $899.00 USD, subject to change.

 

5.02 Price per Plan Payable by the Coach.



Plans can be ordered individually or in sets, as per price list, which is subject to change. The current price list is attached to this Agreement as Appendix A and B.

5.03 Membership Fee.

MB Inc. offers Coach support services by means of different membership models. Membership is voluntary. Membership options are attached to this Agreement as Appendix B.



5.04 Payments.

Payments must be sent to:

Metabolic Balance, Inc., Accounting, 101 Montgomery Street, Suite 1900, San Francisco, CA 94104.

Amounts are payable and must be received before Plans are issued. Payment can be made by wire transfer, check, credit card, money order or PayPal.



5.05 Taxes and Taxation.



The Coach shall promptly pay when due and indemnify and hold MB Inc. harmless (on an after−tax basis) from, all sales, use, property,

excise and other taxes now or hereafter imposed by any governmental body or agency in connection with its business.



ARTICLE 6 – MISCELLANEOUS PROVISIONS



6.01 No Legal Partnership.



Nothing herein shall be interpreted to imply that a legal Partnership or agency relationship exists between MB Inc. and the Coach. Without the express written consent of MB Inc., Coach shall have no authority to bind MB Inc. in any manner or fashion, whether contractually or otherwise. This agreement is contractual in nature and represents an agreement that Coach shall act as an authorized reseller and representative permitted authority to sell MB products.



6.02 Non-Solicitation of MB Inc. Former Employees.



During the term of this agreement and for three

(3) years after its termination, Coach agrees not to directly hire, solicit or contract with, or indirectly (through one or more agents or business entities) hire or contract with, any former employee of MB Inc.



6.03 Force Majeure.



Each Party will be excused from the performance required of it under this Agreement for any period, and to the extent that such performance is prevented, hindered or delayed, in whole or in part, by any circumstance beyond its reasonable control (each a "force majeure event"), including any act of God, war, acts or regulations of governmental bodies, labor disputes, failure or non−availability of electrical power, heat, light or telecommunications equipment that is beyond the reasonable fault of the affected Party after reasonable efforts to restore service, so that any such nonperformance will not be a default under this Agreement nor grounds for termination of this Agreement by either Party.



6.04 Entire Agreement.



This Agreement supersedes any and all Agreements, either oral or written, between the Parties hereto with respect to the rendering of services by the Coach for MB Inc. and contains all the covenants and Agreements between the Parties with respect to the rendering of such services in any manner whatsoever. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the Party to be charged. Notwithstanding anything to the contrary, Coach shall use reasonable efforts to comply with any new or changed rule or guideline provided by MB Inc. as soon as possible, including but not limited to subsequently provided documents, guidelines for product usage or Mark usage.



6.05 Partial Invalidity.

 

If any provision in this Agreement is held to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

 

6.06 Assignment.



Neither this Agreement nor any duties or obligations under this Agreement may be assigned by the Coach without the prior written consent of MB Inc.



6.07 Confidentiality.



“Proprietary Information” as used herein shall include, but not be limited to, customer lists and contact information, Coach lists and contact information, names and contact information of U.S. businesses with whom MB Inc. does business with, performance, sales, financial, contractual and special marketing information, ideas, technical data and concepts originated by the disclosing Party, not previously published or otherwise disclosed to the general public, not previously available without restriction to the receiving Party or others, nor normally furnished to others without compensation, and which the disclosing Party desires to protect against unrestricted disclosure or competitive use. The Parties hereto agree that: (i) they will only use the other Party’s Proprietary Information solely in connection with the purposes for which it was disclosed hereunder, and will not disclose, distribute, or disseminate the Proprietary Information of the other Party in any way, to anyone except as provided in this Agreement; the other Party’s Proprietary Information shall not be disclosed to any third Parties without the prior written approval of the Party to whom the Proprietary Information belongs; upon discovery by a Party of any unauthorized use or disclosure of the other Party’s Proprietary Information, said disclosing Party shall notify the other and shall endeavor to prevent further unauthorized use or disclosure; (iv) no copies shall be made of the other Party’s Proprietary Information (whether oral, written, graphic, electronic, or electro− magnetic) without prior written approval; (v) all approved copies shall bear appropriate legends indicating that such information is the other Party’s Proprietary Information; (vi) all Proprietary Information shall be returned to the other Party upon request and (vii) neither Party shall make use of any of Proprietary Information for any purpose except that which is expressly contemplated by this Agreement.



6.08 Hold Harmless.



Coach understands and will communicate to Client(s) that there may be risks inherent in the mb Program. Risks include but are not limited to conditions such as dizziness, constipation, headaches, diarrhea, dry or cold skin, gout, hair loss, irregular/stopping of menstruation, or muscle cramping. The Coach agrees to inform the Client about the procedures and costs involved in the Program, and to make sure that s/he accepts that the results of the Program

are not fully predictable, and that MB Inc. and its representatives do not guarantee the outcomes or results of the Program. The Coach understands that given human nature, a certain percentage of people will not succeed in completing the Program, and that s/he will not hold MB Inc., or any other persons connected therewith liable in any way for failure to complete the Program. The Coach does hereby agree to hold MB Inc. harmless from any and all claims which MB Inc. may sustain or incur by reason of, or in consequence of, any error, omission, negligent conduct, or willful misconduct of the Coach or his/her agents or employees. Likewise, MB Inc. hereby agrees to hold the Coach harmless from any and all claims which the Coach may sustain or incur by reason of, or in consequence of, any error, omission, negligent conduct, or willful misconduct of MB Inc. or its agents or employees.



6.09 Arbitration & Mediation.



This Agreement is entered into at San Francisco, California, USA, and shall be governed by and construed in accordance with the laws of the State of California, USA. Any dispute, controversy or claim arising out of or relating to this Agreement shall be finally and exclusively resolved by submission to a court of competent jurisdiction in San Francisco, California. The prevailing Party shall be entitled to reasonable attorneys' fees and costs. It is a material term to this agreement that for any dispute that cannot be resolved informally, it shall be a material breach of the agreement to file any form of litigation prior to first submitting the dispute for non−binding, in person mediation by a mediator agreed or arbitrarily selected from American Arbitration Association in San Francisco, California ("AAA"). The arbitrator shall conduct the arbitration in the City of San Francisco, California within thirty (30) days of the notice of appointment of arbitrator unless the Parties agree to extend that time in writing and the Parties shall each provide representatives fully authorized to negotiate and settle any disputes. Notwithstanding anything to the contrary herein, mb Inc. reserves the right to seek a preliminary injunction or temporary restraining order to protect against any misuse of its Marks that would appear to cause irreparable harm or immediate damage to mb’s Marks. In such event, Coach agrees that mb Inc. shall be entitled to injunctive relief without need of posting bond. As soon as practicable after a court may hear a preliminary injunction or temporary restraining order application, the Parties shall

still submit the dispute to nonbinding mediation.



6.10 Opportunity to Review.



Both Parties hereto have had ample opportunity to review and negotiate this Agreement, as well as the opportunity to consult legal counsel before signing; therefore, no provision herein shall be strictly construed against the drafting Party



6.11 Confidentiality.



The Coach understands and agrees that the content of this agreement is strictly confidential and may not be disclosed to anyone except the mb’s directors, senior executive officers, legal counsel, and agents.