As a term and condition of your association with The Art of Control, Inc. (“AOC”; which includes both Art of Control Pilates studios as well as the Art and Science of Contrology Pilates Instructor Training [ASCPIT] programs) as an [INSTRUCTOR/APPRENTICE], and for other good and valuable consideration, you agree to be bound by the terms of this Confidentiality, Non-Solicitation and Non-Competition Agreement (“Agreement”). During the course of your association with AOC, you will be exposed to and participate in the development of Confidential Information, including trade secrets, owned or possessed by AOC. AOC requests that you be aware of, and agree to abide by, applicable law and AOC’s policy regarding the treatment of AOC’s Confidential Information (as hereinafter defined.) 

You agree that, during your association with AOC and at any time thereafter, you will not, directly or indirectly, disclose to any third party, use, or permit use of, any Confidential Information.

“Confidential Information” shall include information which is owned or possessed by AOC, that is not readily available to the public and that is not generally ascertainable by proper and lawful means by the public, or that has limited disclosure within AOC and that is treated or designated as Confidential Information by AOC and the disclosure of which would be harmful to AOC’s interests. 

Confidential information includes, but is not limited to, proprietary Pilates content (e.g., manual and other Pilates material), cost or pricing information, customer lists, commission plans, sales information, supply information, internal business practices or procedures, market studies, expansion plans, terms of or negotiations concerning any acquisitions or potential acquisitions, budgets, projections, compensation information regarding employees or independent contractors, results of operations or other financial information, software systems or other operational systems or procedures or any other information relating to AOC’s financial conditions, operations, or business policies or practices. 

Your obligations of non-use and non-disclosure include (but are not limited to), and are intended to prevent, disclosures or usages of Confidential Information that would reasonably be considered to be useful to AOC’s competitors or to a third party to become a competitor based in whole or in part on such disclosure or use. Your obligations do not apply to disclosures of Confidential Information to authorized employees of AOC, AOC’s agents or such other third parties who need such information in furtherance of AOC’s business and are bound to maintain the confidentiality of the Confidential Information. 

You further agree that you shall not remove any Confidential Information from AOC’s premises (on paper, digitally, or otherwise).

Nothing in this Agreement, however, shall limit the time periods during which you or others shall not misappropriate or threaten to misappropriate AOC’s Trade Secrets as protected under Connecticut or other applicable law. “Trade Secrets” shall include Confidential Information that derives actual or potential economic value to AOC from not being known, or readily ascertainable, by AOC’s competitors, which information gives, or has the potential of giving, AOC an advantage over its competitors and which information AOC has taken, and will continue to take, reasonable steps to maintain confidential vis a vis its competitors. 

You acknowledge that the following restrictions are reasonably necessary to protect AOC’s Trade Secrets and Confidential Information, and business goodwill, and are reasonably necessary to protect AOC’s legitimate business interests. Therefore, in addition, you agree that you will not during the term of your association with AOC and for a period of five (5) years after: (i) contact or solicit any employees of AOC (directly or indirectly) for the purpose of causing, inviting or encouraging any such employee to alter or terminate his or her employment or business relationship with AOC; or (ii) contact or solicit (directly or indirectly) any client of AOC (defined as any individual, entity or organization that AOC has done work for within the five (5) years prior to termination of your association with AOC.)

You further agree that during the term of your association with AOC and for a period of three (3) years after in the event of a termination for Cause or one (1) year in the event of a termination without cause or if you voluntarily terminate your association with AOC you will not (iii) accept employment with, serve as a consultant to, accept compensation from or enter into any other business relationship with any person, firm or corporation in within a 25 mile radius of either of AOC’s locations (including any new business started by you -- either alone or with others) whose services compete with the business of AOC. No exceptions will be made to this policy without explicit written consent by the AOC. 

The time periods set forth in the foregoing paragraphs shall be tolled for any period during which you are in violation thereof.

This Agreement is intended to be binding and enforceable. If any court or tribunal determines that any of these covenants are excessive in duration or scope or are unenforceable, it is the intention of the parties that such restrictions may be modified or amended by the court or tribunal to render them enforceable to the maximum extent permitted by law. You agree that, in the event of breach of this Agreement, AOC shall suffer irreparable harm with no adequate remedy at law and that, in addition to any other remedies at law or in equity, AOC shall be entitled to injunctive relief for any breach of this Agreement, and reimbursement of its attorney’s fees and expenses in connection with AOC's enforcement of its rights and remedies under this Agreement. 

In the event a dispute does arise, the validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Connecticut.

Any dispute arising out of this Agreement shall be resolved solely by binding arbitration in Stamford, Connecticut, except any dispute in which either party is seeking injunctive or expedited relief. The arbitration will be conducted in accordance with the employment rules of the American Arbitration Association (the “AAA”), subject to the provisions of this Agreement. A judgment on the arbitrator’s decision shall be final and may be entered in any court having jurisdiction.

Your association with AOC is at will, and may be terminated at any time with or without cause. This Agreement does not constitute an employment contract for a definite term or an agreement to provide any severance or other compensation upon termination of your employment.