AGREEMENT FOR PROGRAM SERVICES

THIS AGREEMENT is made as of this ___day of _____, 2008 (the "Effective Date") by and between BlazeSports America, Inc., a corporation organized and existing under the laws of the state of Georgia ("BSA"), and undersigned contractor– ______("Contractor"). The parties agree as follows:

  1. Services.

a. Contractor agrees to assist BSA in the development and implementation of certain program services for physically disabled athletes, as well as the performance of certain other activities more particularly described in one or more Service Schedules in the form of Schedule I hereto (the “Services”). Each Service Schedule shall describe in detail (i) the Services to be provided, (ii) the dates and/or time frame for delivery of the Services, (iii) the compensation to be paid, and (iv) any performance milestones to be completed as a condition of payment. The upper left hand corner of each Schedule will identify the applicable event or program, the date(s) of the event or program, and the appropriate accounting code. All Service Schedules will be governed by the terms of this Agreement and will be considered amendments hereto.

b.The Services will be provided in a consulting and advisory capacity and generally in accordance with the highest standards for similar work. Anything herein to the contrary notwithstanding, the parties acknowledge and agree that Contractor is an independent contractor, and this Agreement does not constitute or appoint Contractor as an employee or agent of BSA. Contractor further acknowledges and agrees that the performance of the Services is personal to Contractor, and he/she is not authorized to hire employees or engage subcontractors to perform the Services described in this Agreement. In no event is Contractor authorized to enter into contracts or make any other commitment or obligation on behalf of BSA.

  1. Warranty. Contractor represents and warrants that he/she (a) is familiar with and meets all requirements and qualifications (including without limitation, licenses, certifications, registrations, and permits) required by applicable sporting and regulatory agencies (collectively, the Sanctioning Bodies) in order to perform the services described in this Agreement; and (b) will perform such services strictly in accordance with the rules and regulations of the Sanctioning Bodies, with the policies, guidelines, and procedures adopted by BSA for its programs from time to time, and with all other applicable law. Contractor understands that any violations of such laws, rules, regulations, policies, guidelines, or procedures could result in immediate termination of this Agreement, as well as further discipline by the applicable Sanctioning Body, and/or legal action.
  1. Compensation.
  1. For all the Services rendered by Contractor, BSA will pay to Contractor compensation in the amounts set forth in the applicable Service Schedule. Any increase in total compensation must have the prior written approval of an authorized representative of BSA. The payments of compensation from BSA to Contractor hereunder will be due and payable in accordance with the Service Schedule after BSA verifies satisfactory completion of any related performance milestones.
  1. Contractor will receive no compensation for his/her services hereunder other than as set forth in this Section 2 and will not be entitled to participate in any benefit program (however described) now maintained or hereafter established for any employee or employees of BSA. BSA will not be liable for Contractor's debts, accounts, obligations or other liabilities, including without limitation Contractor's obligation to withhold social security and income taxes.
  1. Unless specifically set forth in a Service Schedule or otherwise authorized by BSA in advance and in writing, Contractor shall bear all of his/her own expenses incurred in performing the Services, including without limitation, certifications, licenses, facilities, management, clerical help, supplies and the like.

4.Term.

a.The term of this Agreement extends from the date hereof until terminated by either party upon fourteen (14) days prior written notice or immediately upon the failure by Contractor to perform the servicesdescribed herein to BSA’s reasonable satisfaction. Upon termination, all rights and obligations of the parties under this Agreement, including the rights and obligations under any Service Schedule, will immediately cease and terminate (except for the rights and obligations pursuant to Sections 5, 6, 7, 8, 9, 10 and 11, which will survive such termination); and BSA will have no further obligation to Contractor with respect to this Agreement, except for compensation and reimbursable expenses accrued for Services performed prior to termination and unpaid at the date of termination.

b.BSA shall be entitled to terminate any Service Schedule at any time for any business reason upon notice to Contractor. Termination of a Service Schedule shall terminate the parties’ rights and obligations under that Schedule, except for compensation and reimbursable expenses accrued for Services performed prior to the date of termination. Termination of a Service Schedule will not terminate this Agreement or the parties’ rights and obligations hereunder.

c.Contractor and BSA agree that in the event of termination of this Agreement or otherwise, neither party will grant any interviews or make any statements to third parties regarding the other party or the reasons for termination of their relationship, except to immediate family and to legal counsel, if such interviews or statements are injurious or inimical to the best interest of Contractor or the BSA. This provision is not intended to prevent BSA from notifying its program participants or the Sanctioning Bodies that Contractor has ceased to provide services for the organization or from complying with other requirements of the Sanctioning Bodies or other governmental authorities.

5.Indemnification. Contractor shall indemnify BSA from and hold it harmless against any claim, liability, action, cause of action, cost, expense, fee, demand, damage, tax, or penalty (including without limitation reasonable attorneys' fees), which may be made or imposed by any person (including any governmental authority) resulting from or in connection with (a) any unauthorized act or omission of Contractor which may be determined to be binding on BSA; (b) any breach by Contractor of this Agreement; (c) the negligence, recklessness or wilful misconduct of Contractor; provided, however, that the foregoing indemnification will not apply to any liability, damage, action, cost or expense resulting solely from the gross negligence, recklessness or wilful misconduct of BSA, for which BSA shall indemnify and hold harmless Contractor.

6.Covenants by Contractor.

  1. Obligations to Funding Agencies. Contractor shall comply with any and all restrictions and obligations imposed upon BSA and its subcontractors to the extent that BSA has notified Contractor of such restrictions and obligations in writing and in a timely manner. In addition, Contractor shall maintain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred in the performance of the Services and shall make such material available at all reasonable times during the period of this Agreement and for six (6) years from the date of final payment hereunder for inspection and copying by BSA and the State of Georgia.
  1. BSA Marks. Except as specifically agreed to in writing by BSA, Contractor has no rights to use any BSA-related mark, emblem, designation, theme, logo or mascot.
  1. Publicity. BSA and Contractor shall cooperate in publicizing the activities and programs funded under this Agreement. Contractor acknowledges that all such programs will be identified and publicized as BSA programs during the term hereof. Contractor will not make any release or disclose to the news media, trade press, or the general public or publish any other publication or writing concerning this Agreement, the relationship between the parties, or the Services without the prior express written approval of and review by USD

7.Non-Discrimination. Contractor agrees that in the performance of this Agreement, he/she will not discriminate against any program participant to be served by program design because of race, color, religion, sex, national origin, age, handicapped or disability status, or veterans status.

8.Proprietary Information. Contractor shall hold the Proprietary Information in trust and strictest confidence and shall not use, reproduce, distribute or disclose the Proprietary Information except as authorized in the course of his/her duties for BSA. Contractor must deliver to BSA all materials containing or embodying the Proprietary Information in Contractor’s possession or control upon the first to occur of the following: (i) upon receipt of a written request from BSA, (ii) upon the termination of this Agreement, or (iii) upon the termination of any Service Schedule with respect to Proprietary Information acquired by Contractor in connection with Services to be performed under that Schedule. For purposes of this Agreement, “Proprietary Information” shall consist of all Confidential Business Information, Confidential Personal Information, and Trade Secrets of BSA as defined below:

  1. "Confidential Business Information" means data and information relating to the business of BSA (which does not rise to the status of a Trade Secret) which is or has been disclosed to Contractor or of which Contractor became aware as a consequence of or through his/her relationship to BSA and which has value to BSA and is not generally known to its competitors or the public. Confidential Business Information shall also include personal information regarding BSA program participants, such as addresses, telephone numbers, e-mail addresses, and other non-public information, which BSA has agreed to hold in confidence. Confidential Business Information shall not include any data or information that has been voluntarily disclosed to the public by BSA (except where such public disclosure has been made by Contractor without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. The restrictions in this Agreement on the disclosure and use of Confidential Business Information shall survive for a period of two (2) years following termination of this Agreement or, with respect to personal participant information, for such longer period as required by law.

b.“Confidential Personal Information” means personally identifiable health, medical, employment, and similar private information related to individuals participating in BSA sponsored programs, employed by BSA, or engaged by BSA as contractors, which has been provided to BSA or Contractor by such individuals or their representatives for programmatic or employment purposes and which has not otherwise been disclosed to the public. Confidential Personal Information consisting of Health Information as defined in Schedule II shall also be subject to the restrictions described in that Schedule. The restrictions in this Agreement on the disclosure and use of Confidential Personal Information shall survive for so long as required by applicable state and federal laws, including without limitation, the HIPPA Act of 1996.

c."Trade Secrets" means information, including, but not limited to, technical or non-technical data, compilations, programs, methods, techniques, drawings, processes, financial data, financial plans, marketing plans, strategic plans, or lists of actual or potential clients, or suppliers which (1) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The restrictions in this Agreement on the disclosure and use of Trade Secrets shall survive termination of this Agreement for so long as is permitted by the Georgia Trade Secrets Act of 1990, O.C.G.A. Sections 10-1-760 through 10-1-767.

9.Liability Release.

To the extent that any of the Services performed by Contractor include coaching or other participation in BSA-sponsored events or programs, Contractor hereby releases BSA any of its sponsors, and other sponsors of the event or program, all of their officers, directors, members, agents, and/or employees, and any and all officials, volunteers, and other participants (collectively, the “Releasees”) from any and all liability, claims, demands, actions, and causes of action whatsoever arising out of or related to any loss, property damage, or personal injury, including death, that may be sustained by Contractor or any of his/her property, whether arising from negligence of any of the Releasees, or otherwise, while participating in the event or program.

10.Photo, Film Release. Contractor voluntarily and without additional compensation authorizes visual images and/or voice recordings to be made of Contractor by or on behalf of BSA and its sponsors during any BSA-sponsored event or program. Contractor also authorizes the foregoing entities and their assigns to reproduce, modify, publicize, broadcast and display any such visual images or voice recordings, with or without Contractor’s name, without notice or payment of any royalty, fee, or other compensation of any character to Contractor for the use of his/her image, name or voice. Contractor hereby releases the Releasees and their employees, contractors, licensees and assigns from and against any and all claims that Contractor may have for invasion of privacy, right of publicity, defamation, copyright infringement, or any other cause of action arising out of the use, adaptation, reproduction, distribution, broadcast, or exhibition of his/her likeness, name or voice as provided herein. The foregoing release is not intended to permit any sponsor or other third party to use Contractor’s name or likeness as part of any product and/or service endorsement without a separate agreement between Contractor and such third party regarding the terms of such use.

11.Consent to Treatment. Contractor hereby gives consent to emergency medical care, inclusive of necessary transportation in order to obtain such treatment, in the event of injury or illness to Contractor, and acknowledges that the release and indemnification set forth above extend to all liability arising out of or in any way connected with such provision of emergency medical treatment or transportation.

12.General. In case one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable for any reason, the same will not affect any other provision in this Agreement. Any notice required or permitted to be given by a party pursuant to this Agreement must be given in writing, and personally delivered or mailed to the other party by certified or registered mail, return receipt requested, at the address set forth below the signature of such party on this Agreement or at such other address as such party will designate by written notice given in accordance with this Section 12. Notices will be deemed given upon receipt. This Agreement and the rights and obligations of the parties hereunder may be assigned only upon the prior written approval of the parties. This Agreement and any Schedule hereto, when executed, embody the entire agreement of the parties on the subject matter thereof, and shall supersede all prior or contemporaneous understandings and agreements relating to the subject matter. No amendment or modification of this Agreement will be valid or binding upon BSA or Contractor unless made in writing and signed by the parties. The waiver by one party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other breach of the same or any other provision by the other party. This Agreement will be governed by and construed in accordance with the laws of the state of Georgia.

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Signature Page

CONTRACTORBlazeSports Club

Name

BY:______

BY: ______

Name280 Interstate North Circle, Suite 450

Address

City, State, Zip

SS#:

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9/28/2018

EVENT NAME: ______

EVENT DATE: ______

SCHEDULE 1

Service Schedule

Description of Services

Contractor is to serve as Titlefor BSA, reporting to and coordinating the Services with BSA Staff Name.

As part of his/her responsibilities, Contractor will provide the following Services:

Compensation and Milestones

  1. BSA will pay Contractor the aggregate amount of $XXX for the Services described above, which amount will be due and payable according to the following schedule, if a determination has been made by BSA that the services were completed in a satisfactory manner:
  2. Date or Schedule
  3. Contract period commences Dates.

If BSA prepays the Contractor’s airfare or advances any other expenses and the Contractor does not attend the event or perform his/her duties for any other reason, the Contractor shall promptly reimburse BSA for any and all prepaid/advanced amounts.

The terms of this Service Schedule are governed solely by the terms of this Agreement for Program Services between the parties, of which this Schedule forms a part.

CONTRACTORBlazeSports America, Inc.

Name

BY:______BY:______Date:____

NameCarol Mushett-Johnson, Executive Director

SCHEDULE II

Privacy of Health Information

Under the Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”), BSA is a “Business Associate” of Roosevelt Warm Springs Institute for Rehabilitation in relation to the services it provides through funding from the State of Georgia (the “Client”). BSA is required under the terms of its agreement with the Client to comply with the applicable requirements of the Privacy Rule and to ensure that its contractors and other third parties who assist it in providing services to the Client also comply with those requirements.

For purposes of this Agreement, “Health Information” means information (i) that relates to the past, present, or future physical or mental health or condition of an individual or to the provision of health care to an individual; and (ii) that identifies the individual or can reasonably be used to identify the individual, in whatever format such information may be maintained or transmitted.

1.In relation to its provision of the Services under this Agreement, Contractor agrees:

a.To use or disclose Health Information only as required by BSA in connection with the provision of program services to program participants, to ensure the health and safety of such participants, or as otherwise required by law;

b.To use appropriate safeguards to prevent the use or disclosure of Health Information other than as provided for by this Agreement, including those safeguards described in BSA’s Procedures for the Protection of Private Health and Personal Information;