Registration

Please note that our policy agreements come into effect upon payment or registration of an Event. All fees are due even if a participant for whatever reason does not complete the full activity curriculum.

Chakaura™ reserves the right to cancel any event due to insufficient enrollment or a timetable problem. A replacement date or full refund will be issued if this should ever be the case.

Chakaura™ reserves the right to change fees/other charges, schedules, instructors, add teachers in training and change curriculum described in the event activities without notice.

By participating at Chakaura™ Events, you will automatically be added to our mailing list. You may unsubscribe at any time once the participation and follow-up sessions are complete.

Cost of Event; as invoiced/displayed on website or discussed with Event Director

Payment Policy

All fees are paid in Canadian dollars, and non-refundable unless otherwise agreed upon in writing.

All fees are due and payable upon registration and prior to Chakaura™

Event's commencement date and by the deadline specified for such event. All fees for the full amount are deemed owed and non-refundable even upon a participant that does not complete the full event/curriculum.

Payment Methods

E-Transfers;

* Online electronic Payment

Bank Transfers or

Cash

Silver or gold bullion, and crypto currency may be accepted; please inquire

Refund Policy: Notice of withdrawal from a
Chakaura™

Event is not acceptable by telephone or email. Withdrawal from any Chakaura™Event is effective once notification is received in writing by registered post.

Deposits and payments in full are non-refundable and are due for the full curriculum whether the participant completes the full Chakaura™ Event/ retreat or not.

Waivers

Once you are fully registered and have been officially accepted into your chosen
Chakaura™Event, you will be asked to sign the liability and confidentiality waiver form protecting the copyright programs and releasing the Chakaura™ Institute of S.O.U.L. and all its employees and associates of liability claims must be signed that will remain active throughout the
Chakaura™Event and thereof after. You are not permitted to share any of the teachings, techniques, knowledge or material taught in this activity.

Program Release

The establishment and persons concerned will rely on this release in allowing me to participate in these activities.

I am aware that during the program (herein “Activity”) I am participating in through Chakaura™ Institute, its staff and teacher Michèle St.Amour, the hosting establishment and staff (hereinafter “establishment and persons concerned”), in consideration of, and as part of payment for the right to participate in the Activity and the services arranged through the establishment and persons concerned I hereby assume all risks, and voluntarily release and waive all claims against the establishment and persons concerned and its affiliates, officers, directors, employees, agents, and representatives, and will hold them harmless from any and all liability, action, cause of action, debts, negligence, claims, demands and damages of every kind or nature whatsoever, whether direct or indirect, contingent, consequential or otherwise, arising out of, related to, or which may be brought by myself or a third party in connection with my participation in the Activity or any other activities arranged by, through, or with the establishment and persons concerned.


Confidentiality Release

I, the undersigned/agreed participate, understand that this is an interactive program and that should I choose to participate in any of the exercises or demonstrations involving physical or energetic contact I will personally assume all responsibility concerning any injury/discomfort/empowerment that I may incur.

I, the undersigned/agreed participate, hereby releases Chakaura™ Institute of S.O.U.L. and its director Michèle St.Amour (herein after called "CHAKAURA ™”) as well as its staff and contracted teachers, of any liability and damages that might be suffered or caused during the attendance and/or participation of said hosted by Chakaura™ Institute of S.O.U.L. and more particularly, releases Chakaura™ Institute of S.O.U.L. and its director Michèle St.Amour and its staff as well as its contracted teachers, and its principals of any cause of action, claim, or any other occurrences related to the attendance at the said programs/events/services.

This agreement shall serve as a release, assumption of risk and hold harmless provision for me, my heirs, executors, administrators and assigns, and all members of my family, including any minors.

*The content and opinions expressed by guest presenters/facilitators/associated agents in the "Chakaura™ series of events, seminars and workshops does not necessarily reflect the views of Michèle or the Chakaura™ Institute of S.O.U.L. We do our utmost best to ensure our affiliates, staff, associates, facilitators and our agents remain true to the Chakaura™ protocols and teachings but each person has a level of awareness and hence at times this may interpret the teachings to their awareness frequency.

Chakaura™ Institute of S.O.U.L. does not knowingly support false or misleading information and advises individuals who attend or participate, to exercise their judgment in availing themselves of products and services.

Confidentiality Clause

WHEREAS, CHAKAURA™ and Michèle C. St. Amour owns confidential information relating to an educational system and information developed by Michèle C. St. Amour and other information concerning the business and technology aspects of this education system;

THEREFORE, the parties agree as follows:
1. Confidential Information includes any information relating directly or indirectly to the Education developed and supplied by CHAKAURA™\ Michèle C. St. Amour and whether it be generally known to the public or not, whether provided in written, graphic, oral, or electronic material, including those relating to technical and business aspects of teaching and business operations of CHAKAURA™ and Michèle C. St. Amour including, without limiting the generality of the foregoing, the science, the know-how, methods, processes, inventions, patents, prototypes, works & lessons, techniques, formulas, products, technical data, plans, records and drawings, with respect to teaching and technical data relating to the market, operations and business strategies, customers and suppliers of CHAKAURA™ and Michèle C. St. Amour.

2. Confidential Information does not include information for which the student can demonstrate and prove without a doubt that materially:
(a) was known prior to disclosure by CHAKAURA™ and Michèle C. St. Amour;
(b) was known to the public and became known to the public other than by disclosure following a breach of its confidentiality obligations to CHAKAURA™ and Michèle C. St. Amour;
(c) was lawfully and properly provided by a third party who is not bound by confidentiality to CHAKAURA™ and Michèle C. St. Amour; (d) was later developed independently by a party other, without any reference to the Confidential Information disclosed under this Agreement; and
(e) must be legally disclosed as part of administrative or judicial proceedings.

3. The participant acknowledges and agrees that the Confidential Information is transmitted only in strict confidentiality. The participant undertakes not to use the Confidential Information for any other purpose whatsoever, to keep it secret, not to make it public and not disclose it to any third party, except to the extent permitted by this Agreement and the terms and conditions stipulated therein, or unless it is expressly authorized in writing by an officer CHAKAURA™ and Michèle C. St. Amour and under the conditions which can then be imposed by the latter.

4. The participant acknowledges and agrees that any disclosure of Confidential Information could adversely affect the value, and that the participant is committed to protect it from further disclosure by using practices and procedures compatible with the obligations herein and implement to keep all safe and be rigorous in thus duty as one would use to protect its own confidential information.

5. CHAKAURA™ and Michèle C. St. Amour offers no guarantee, makes no representation or gives no commitment as to the usefulness, efficiency, safety, or suitability of the Confidential Information.

6. Any modification of this agreement shall be evidenced by a written document signed and approved by CHAKAURA™ and Michèle C. St. Amour. Applicant’s initials.

7. This Agreement will be construed and governed by the laws of the Province of Quebec. Any legal action or claim arising from this agreement shall be subject to the exclusive jurisdiction of the courts in the judicial district of Montreal.

8. Nothing in this Agreement shall be construed as conferring on Participant any right, title or interest in or to any part of the education provided and the Confidential Information or as creating a joint venture, corporation or partnership with CHAKAURA™ and Michèle C. St. Amour.

CHAKAURA™ and Michèle C. St. Amour offers no guarantee, makes no representation or gives no commitment as to the usefulness, efficiency, safety, or suitability of the Confidential Information.

Any modification of this agreement shall be evidenced by a written document signed and approved by CHAKAURA™ and Michèle C. St. Amour.

This Agreement will be construed and governed by the laws of the Province of Quebec. Any legal action or claim arising from this agreement shall be subject to the exclusive jurisdiction of the courts in the judicial district of Montreal.

Nothing in this Agreement shall be construed as conferring on Participant any right, title or interest in or to any part of the education provided and the Confidential Information or as creating a joint venture, corporation or partnership with CHAKAURA™ and Michèle C. St. Amour.


Media Clause (when applicable)

I have been informed and understand that Chakaura™and all its affiliates is producing a videotape program, website information, booklet and such promotion and marketing items and that my name, likeness, image, voice, appearance and performance is being recorded and will possibly be made a part of that production (‘Product’). I confirm that I have the right to enter into this Agreement, that I am not restricted by any commitments to third parties, and that the Producer has no financial commitment or obligations to me as a result of this Agreement. I hereby give all clearances, copyright and otherwise, for the use of my name, likeness, image voice, appearance and performance embodied in the Product. I expressly release and indemnify the Producer and its officers, employees, agents and designees from any and all claims known and unknown arising out of, or in any way connected with, the above granted uses and representations. The rights granted Producer herein are perpetual and worldwide.

I grant Producer and its designees the right to use my name, likeness, image, voice, appearance and performance as embodied in the Product whether recorded on or transferred to videotape, film slides, photographs, audio tapes or other media, now known or later developed. This grant includes without limitation the right to edit, mix or duplicate and to use or re-use the Product in whole or part as Producer may elect. Producer or its designee shall have complete ownership of the Product in which I appear, including copyright interests, and I acknowledge that I have no interest or ownership in the Product or its copyright. I also grant Producer and its designees the right to broadcast, exhibit, market, sell and otherwise distribute the Product, either in whole or in parts, and either alone or with other products, for commercial or non-commercial television or theater, close-circuit exhibition, home video distribution or any other purpose the Producer or its designees in their sole discretion may determine. This grant includes the right to use the Product for promoting or publicizing any of the uses.

In consideration of all of the above, I hereby acknowledge receipt of reasonable and fair consideration from Producer and Chakaura™ and its affiliates.

This being said, we expect all students and personnel to make every effort to adhere to this School Policy for your next class and all future activities. There will, of course, be exceptions when we have school festivities.


Communication Policy

This policy is for participants and Chakaura™ staff

Questions of the following nature can be sent to ChakauraSUPPORT@protonmail.com:

General administration;

Scheduling changes;

General information regarding our program;

Assignments and general communication of a non personalized nature;

Booking an appointment or consultation;

General issues non personalized that would need to be discussed with a booking of an appointment

Emails and telephone calls must be treated with the same level of attention given to drafting and managing formal letters and memos otherwise there is a danger that the intended message will not be understood or acted upon in the appropriate way.

Email messages should not be treated as an extension of the spoken word because their written nature means they are treated with greater authority. As well as taking care over how email messages are written it is necessary to manage email messages appropriately after they have been sent or received.

Ethics, Code of Conduct and Privacy

A 'code of conduct' is a set of rules outlining the social norms and rules and responsibilities of, or proper practices for, an individual, party or organization. Related concepts include ethical, honor, moral codes and religious laws.

PN. If a participant or employee does not respect these codes, they will be asked to leave and no course refund or certification will be given. This will be decided by the principal administrators. Probation may also be the outcome of falling away from the following in an unreasonable manner that has been shown to be unacceptable (meaning causing or potentially causing psychological or bodily harm, or exposing other students or staff to the same said.)

We believe in a strong code of honor and are determined to foster respect for all beings, through support and safety of the body, mind, heart and spirit of everyone we work with, while encouraging the greatest possibility for positive and healthy outcomes;

We will maintain and continue to increase our resources and awareness in the areas of Naturopathic Subtle Energy -therapies and Spiritual Development and deliver our therapies, programs safely and competently;

We will show gratitude for the opportunity to study with individuals from a variety of ethnic origins, religions, sexual orientations or status;

We will safeguard all our participants' and teachers’ right to privacy and confidentiality by holding all personal and health information in confidence, unless required to do so under statutory authority or at the request of a legal authority, such as a judge, or in the public interest;

We will not promise or make statements insinuating that people can be cured or returned to full health by our actions/ therapies/ programs, but will encourage the awareness that a full integrative health care plan is a path of great opportunity and support with the potential to bring about improved health, life balance and inner peace.

We will maintain the highest ethical and practical standards in our business.

We ask that we and the participants:

Act to prevent improper behavior or to stop it once it has been detected;

Behave in a mature manner when faced with reactive responses whether they be mine or another’s;

Meet obligations to the program and to myself;

Accept the consequences of decisions and act to improve undisciplined behavior;

Act in a socially responsible manner;

Act in a reliable manner by exercising diligence in decision making;

Be consistent and dependable in word and deed;

Act with Fairness;

Judge performance in the workplace in an unbiased manner;

Act in accordance with established standards of behavior (i.e. code of conduct);

Keep promises under normal circumstances and carry through decisions with ethical action.

Healthy Eating Policy

This applies to all participants and personnel participating in any of the Chakaura™ Events.

Consistent with our teachings at Chakaura™, we are expecting all participants to be mindful of their eating habits starting the evening before to the end of the Chakaura™ Event

By putting this policy in place, it will better support your body in higher energies and help you reach your full potential. We ask that you pay more attention to the foods and quantities you are ingesting.

Limit as much as possible the followings:

**refined grains (pizzas, pastas, burgers, sandwiches etc.); - if you must have grains, please limit to 10 - 15% of meal; meaning refined grains that bloat you, make you heavy, take your energy and hence ours;

**all processed and fast foods: no Tim’s, no Burger King, no Chinese food, no subway etc.;

**high sugar content drinks; and

**exaggerated sugars, for example sweet desserts, pastries etc.

This way of eating will not only be beneficial to you - mind, body and soul but will also be more respectful to our Chakaura™ staff who are obliged to carry your weight when you do not give attention to the physical and energetic influence food has on your health.

We encourage participants to eat -

**more veggies, fruits – 1 cup/day is a healthy choice, legumes and nuts groups;

**eat smaller portions divided throughout the day;

**follow intermittent nutrition as taught at Chakaura™

**drink water/teas, etc.;

**healthy snacks, etc.;

**remember, protein is very important and you should be ingesting the amount of grams appropriate to your weight – an average of 20 grams per meal;

**these foods are lighter and healthier for you and therefore healthy eating is an integral part of this training;

We encourage eating and certain supplementation such as Empowerplus or the like to support higher nervous system function.

agree to take full responsibility for obtaining my own travel medical insurance including medical evacuation insurance and that the financial responsibility for obtaining this is my own.

Should I require medical attention and or transportation to a medical facility, I am financially responsible for such transportation and medical treatment costs. Should the organizers and or the volunteers pay for any medical treatments and or transportation to a medical facility,

I agree to reimburse the organizers and or the volunteers for such costs and expenses within 14 days.

If I am injured or become ill, it is my responsibility to seek appropriate medical care and to notify the organizers and volunteers.

In case of an emergency, I authorize the organizers and volunteers to call my emergency contacts listed herein.

I agree to take full responsibility -

To meet the government’s requirements needed for my return into Canada;

To organize, schedule and pay for all related costs i.e. Covid testing, shuttle, etc.

To keep updated on any changes to the status quo, example travel restrictions, etc.

To let the organizers know if I prolong my stay at the Casa for any reason. The cost of the extension of my stay will be billed in addition to the initial agreement cost invoiced.

To take appropriate precautions for it i.e. extra medications; insurance, etc.

I agree to abide by all the laws of the host country and I agree to abstain from any and all illegal activities including the use, sale, import or export of illegal merchandise and or substance.

The organizers and or volunteers assume no responsibility or obligation relative to costs and expenses.

Waiver for General Services, Programs, Courses, Activities, and Third Party Activities

under Chakaura™ Sponsorship

I understand that Chakaura™ as well as those involved in Chakaura™ disclaim any liability whatsoever for any loss or damage suffered by me as well as for any damage or loss with respect to my property, whether arising from acts or omissions or negligence of Chakaura™, its partners, directors, officers and employees or persons involved in the program, service, activity or other with Chakaura™.

I declare that I am voluntarily participating in this program and that all risks associated, if any, with my participation have been clearly explained to me.

I do not suffer from medical conditions that could increase the risk of facing adverse causes by engaging me in this program, service, or other activity not named with Chakaura™ or its partners, directors, officers, and employees or persons involved.

I pledge to follow the safety precautions and the protocols Chakaura,™ its partners, directors, officers, and employees or persons involved in the services, programs, courses, or activities offered and have introduced to me in writing or what has been explained verbally. If necessary, I am committed to seeking clarification.

The purpose of this document was explained to me, and I fully understand the effect produced by its content and by my signature on this form. In doing so, I waive the legal rights that my next of kin, executors or liquidators, administrators, my heirs, might have to hold against Chakaura ™, its affiliates, directors, officers, and employees.

By agreeing on this form, I expressly waive any right of legal action which I could also hold against Chakaura™, its partners, directors, officers, employees, and people lending me support.

In return for this agreement, I receive permission to participate in the program, service, activity, or other with Chakaura™, its partners, directors, officers, and employees or persons involved.

This Non-Disclosure Agreement is made by and between Chakaura™ Institute of S.O.U.L. hereinafter referred

as the Discloser AND the Recipient.


WHEREAS in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), the Parties agree as follows:

1. CONFIDENTIAL INFORMATION: Confidential Information shall mean and include any information disclosed by one party (the ‘Discloser’) to the other (the ‘Recipient’) relating directly or indirectly to the [Purpose of the Agreement/ Disclosure] which is identified by the Discloser, either orally, digitally, electronically and/or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.

2. EXCEPTIONS TO CONFIDENTIAL INFORMATION: This Agreement does not apply to information that:

i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient;

ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate undisputable documentation to confirm such prior knowledge or independent development;

iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;

iv. is used or disclosed by Recipient with Discloser’s prior written approval; or

v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. Any action taken by Discloser to contest the disclosure must not compromise the obligations of Recipient under the order to disclose or cause Recipient to be subject to any fine, penalty or prosecution.

3. USE OF CONFIDENTIAL INFORMATION: The Recipient may only use the Confidential Information for the purpose of [Purpose of the Agreement/Disclosure] (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser and that thus written approval be signed by a witness.

4. NON-DISCLOSURE: The Recipient must keep the Confidential Information in confidence and in a safe location at all times which includes any written or electronic digital information.

5. RETURN OF CONFIDENTIAL INFORMATION: If requested in writing by Discloser, Recipient must cease using, and return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control.

6. TERM: This Agreement and Recipient’s obligation to keep Confidential Information confidential does not expire.

7. GENERAL PROVISIONS: Remedies - Recipient agrees that damages may not be an adequate remedy for any breach or threatened breach of the Recipient’s obligations under this Agreement. Accordingly, in addition to any and all other available remedies, Discloser will be entitled to seek a temporary or permanent injunction or any other form of equitable relief to enforce the obligations contained in this Agreement.

No waiver - Failure of a party to enforce its rights on one occasion will not result in a waiver of those rights on any other occasion.

Regulatory compliance - Each party must comply with all applicable laws, regulations and rules in its jurisdiction, including but not limited to those relating to the export of information and data.

Governing Law - This Agreement will be governed and construed in accordance with the laws of the Province of Quebec and the laws of Canada and the parties submit themselves to the exclusive jurisdiction of the courts of the Province of Quebec.

The parties have duly executed this Agreement by their duly authorized representatives as of the Effective Date.

BACKGROUND

IN CONSIDERATION OF and as a condition of the Discloser retaining the Recipient and the Discloser providing the Confidential/ Proprietorial Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidential Information

All written, electronic, digital and oral information and materials disclosed or provided by the Discloser to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient.

The Recipient acknowledges that in any position the Recipient may hold, in and as a result of the Recipient's retainer by the Discloser, the Recipient will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Discloser and which information is the exclusive property of the Discloser.

'Confidential Information' means all data and information relating to the business and management of the Discloser, including but not limited to, the following:

'Business Operations' which includes internal personnel and financial information of the Discloser, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Discloser, and the manner and methods of conducting the Discloser's business;

'Customer Information' which includes names of customers of the Discloser, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Discloser;

'Intellectual Property' which includes information relating to the Discloser's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);

'Service Information' which includes all data and information relating to the services provided by the Discloser, including but not limited to, plans, schedules, manpower, inspection, and training information;

'Product Information' which includes all specifications for products of the Discloser as well as work product resulting from or related to work or projects performed or to be performed for the Discloser or for Disclosers of the Discloser, of any type or form in any stage of actual or anticipated research and development;

'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Discloser, including but not limited to, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;

'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Discloser;

'Marketing and Development Information' which includes marketing and development plans of the Discloser, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Discloser which have been or are being discussed;

'Computer Technology' which includes all scientific and technical information or material of the Discloser, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how, recordings of any kind (video or audio or computer screen) of any program material;

'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Discloser, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and

Confidential Information will also include any information that has been disclosed by a third party to the Discloser and is protected by a non-disclosure agreement entered into between the third party and the Discloser.

Confidential Information will not include the following information:

Information that is generally known in the public sector in the industry of the Discloser;

Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;

Information rightly in the possession of the Recipient but not of origin from the discloser, prior to receiving the Confidential Information from the Discloser;

Information that is independently created and not associated with the business or information of the discloser by the Recipient without direct or indirect use of the Confidential Information; or

Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.


Confidential Obligations


Except as otherwise provided in this Agreement, the Recipient must keep the Confidential Information confidential.

Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Discloser and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Discloser or any associated Recipients or subsidiaries.

The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.

The Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated.

Recipient agrees to be responsible for and indemnify the Discloser for any breach of this Agreement by their personnel.

The Recipient may disclose any of the Confidential Information:

to a third party where the Discloser has consented in writing to such disclosure; and

to the extent required by law or by the request or requirement of specific judicial, legislative, administrative or other governmental body deemed acceptable by the discloser.


Avoiding Conflict of Opportunities



It is understood and agreed that any business opportunity relating to or similar to the Discloser's current or anticipated business opportunities coming to the attention of the Recipient during the Recipient's retainer is an opportunity belonging to the Discloser. Accordingly, the Recipient will advise the Discloser of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Discloser.

Without the written consent of the Discloser, the Recipient further agrees not to:

solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Discloser; and

directly or indirectly, engage or participate in any other business activities which the Discloser, in its reasonable discretion, determines to be in conflict with the best interests of the Disclose


Non-Competition

Other than through employment with a bona-fide independent party, or with the express written consent of the Discloser, which will not be unreasonably withheld, the Recipient will not, from the date of this Agreement be directly or indirectly involved with a business which is in direct competition with the particular business line of the Discloser that the Recipient was working during any time in the last year of retainer with the Discloser.

From the date of this Agreement, the Recipient will not divert or attempt to divert from the Discloser any business the Discloser had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Retainer.


Ownership and Title


The Recipient acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Discloser. Accordingly, the Recipient specifically agrees and acknowledges that the Recipient will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-mark or trade names, notwithstanding the fact that the Recipient may have created or contributed to the creation of that Confidential Information.

The Recipient does hereby waive any moral rights that the Recipient may have with respect to the Confidential Information.

The Confidential Information will not include anything developed or produced by the Recipient during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-mark or copyright that:

was developed without the use of any equipment, supplies, facility or Confidential Information of the Discloser;

was developed entirely on the Recipient's own time;

does not relate to the actual business or reasonably anticipated business of the Discloser;

does not relate to the actual or demonstrably anticipated processes, research, or development of the Discloser; and

does not result from any work performed by the Recipient for the Discloser.

The Recipient agrees to immediately disclose to the Discloser all Confidential Information developed in whole or in part by the Recipient during the term of this contract and to assign to the Discloser any right, title or interest the Recipient may have in the Confidential Information. The Recipient agrees to execute any instruments and to do all other things reasonably requested by the Discloser (both during and after the term of the program) in order to vest more fully in the Discloser all ownership rights in those items transferred by the Recipient to the Discloser.

Remedies

The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Discloser. Accordingly, the Recipient agrees that the Discloser is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.


Return of Confidential Information

The Recipient agrees that, upon request of the Discloser, or in the event that the Recipient ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Retainer, the Recipient will turn over to the Discloser all documents, disks or other computer media, or other material in the possession or control of the Recipient that:

may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or

is connected with or derived from the Recipient's services to the Discloser.


Notices

In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Discloser prompt written notice of such request so the Discloser may seek an appropriate remedy or alternatively to waive the Recipient's compliance with the provisions of this Agreement in regards to the request.

If the Recipient loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Recipient will immediately notify the Discloser and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:

Name: Chakaura™ Institute of S.O.U.L.
Address: 1 Main St., Suite 400, Hawkesbury, ON

Recipient’s Legal Name and Legal Address as referred to in Section 1 of this Agreement.


Representations

In providing the Confidential Information, the Discloser makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade-mark infringement that may result from the use of such information.


Termination

This Agreement will not expire.

Assignment

Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.


Amendments

This Agreement may only be amended or modified by a written and witnessed instrument executed by both the Discloser and the Recipient.


Governing Law


This Agreement will be construed in accordance with and governed by the laws of the Province of Quebec and Canada.

The parties expressly state that the English language will be the exclusive language of choice for the drafting and interpretation of this Agreement and any related documents.

General Provisions

Time is of the essence in this Agreement.

This Agreement may be executed in counterpart.

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Discloser in enforcing this Agreement as a result of any default of this Agreement by the Recipient.

The Discloser and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Discloser and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give the Discloser the broadest possible protection to maintain the confidentiality of the Confidential Information.

No failure or delay by the Discloser in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

This Agreement will insure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Discloser and the Recipient.

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.