Field Inspector Application

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CONFIDENTIALITY AGREEMENT

By signing your name at the end of the form you have indicated that you have read and accept the terms of the entire agreement:

This Confidentiality Agreement (this "Agreement”) is made effective as of today's date between The Sport Management Group, Inc. of Greensboro, North Carolina, and Field Inspector. In this Agreement, the party who owns the Confidential Information will be referred to as ("The Sport Management Group, Inc.”), and the party to whom the Confidential Information will be disclosed will be referred to as ("INSPECTOR”).

<em><strong>The Sport Management Group, Inc.</strong></em> is engaged in Facility Risk Management, <em><strong>INSPECTOR</strong></em> is engaged in Safety Inspections. Copyrighted information will be disclosed to the Recipient for the purpose of conducting facility safety inspections. INSPECTOR has represented that he/she will protect confidential material and information that may be disclosed between The Sport Management Group, Inc. and INSPECTOR. Therefore, the parties agree as follows:

<strong>I. CONFIDENTIAL INFORMATION.</strong> The term "Confidential Information” means any information or material which is proprietary to The Sport Management Group, Inc., whether or not owned or developed by The Sport Management Group, Inc., which is not generally know other than by The Sport Management Group, Inc., and which INSPECTOR may obtain through any direct or indirect contact with The Sport Management Group, Inc.a. Confidential Information includes without limitation: - Business records and plans - costs - Customer lists and records - computer programs listings - Trade secrets - source code and/ or object code - Technical information - copyrights and other intellectual property - Pricing structure - and other proprietary information.b. Confidential Information does not include: Matters of public knowledge that result from disclosure by The Sport Management Group, Inc. and any other information that both parties agree in writing is not confidential.

<strong>II. PROTECTION OF CONFIDENTIAL INFORMATION.</strong> INSPECTOR understands and acknowledges that the Confidential Information has been developed or obtained by The Sport Management Group, Inc. by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of The Sport Management Group, Inc. which provides The Sport Management Group, Inc. with a significant competitive advantage. Therefore, INSPECTOR agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without prior written consent of The Sport Management Group, Inc.No copying. INSPECTOR will not copy or modify any Confidential Information without prior written consent of The Sport Management Group, Inc. Application to Employees. Further, INSPECTOR shall not disclose any Confidential Information to any employees of any business, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of The Sport Management Group, Inc. Unauthorized Disclosure of Information. If it appears INSPECTOR has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, The Sport Management Group, Inc. shall be entitled to an injunction to restrain INSPECTOR from disclosing, in whole or in part, the Confidential Information. The Sport Management Group, Inc. shall not be prohibited by this provision from pursuing other remedies, including claim for losses and damages.

<strong>III. NO WARRANTY.</strong> INSPECTOR acknowledges and agrees that the Confidential Information is provided on an AS IS basis. The Sport Management Group, Inc. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL The Sport Management Group, Inc. BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Sport Management Group, Inc. does not represent or warrant that any product or business plans disclosed to INSPECTOR will be marketed or carried out as disclosed, or at all. Any actions taken by INSPECTOR in response to the disclosure of the Confidential Information shall be solely at the risk of INSPECTOR.

<strong>IV. LIMITED LICENSE TO USE.</strong> INSPECTOR shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. INSPECTOR acknowledges that, as between The Sport Management Group, Inc. and INSPECTOR, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of The Sport Management Group, Inc., even if suggestions, comments, and/or ideas made by INSPECTOR are incorporated into the Confidential Information or related materials during the period of this Agreement.

<strong>V. GENERAL PROVISIONS.</strong> This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of North Carolina. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without prior written consent of the other party.

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I agree to the Confidentiality Agreement above:

I Agree

INDEPENDENT CONTRACTOR AGREEMENT

You have been retained by The Sport Management Group, Inc., as an independent contractor for the project of Fitness Facility Safety Inspections. You will be responsible for successfully completing said project according to specifications. All assignments are to be completed by the dates indicated by SMG management. The cost to complete will not exceed $65 for health clubs and $35 for Day Spas and Massage Studios unless otherwise stated in writing by SMG. SMG will not deduct or withhold any taxes, FICA or other deductions. As an independent contractor, you will not be entitled to any fringe benefits, such as unemployment insurance, medical insurance, pension plans, or other such benefits that would be offered to regular employees. During this project you may be in contact with or directly working with proprietary information that is important to our company and its competitive position. All information must be treated with strict confidence and may not be used at any time or in any manner in work you may do with others in our industry.

I agree to the Independent Contractor Agreement above:

I Agree

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