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Licensing Agreement: Kathyrn Cady

This License Agreement (this "Agreement") is made effective as of June 10, 2021 between Kathryn Cady, of 655 Southpointe Ct. Suite 201, Colorado Springs, Colorado 80906 and Ashiatsu Institute, LLC DBA Deepfeet Bar Therapy, of 14187 Southeast Rolling Meadows Dr., Happy Valley, Oregon 97086

In the Agreement, the party who is granting the right to use the licensed property will be referred to as "Kathryn Cady," and the party who is receiving the right to use the licensed property will be referred to as "Deepfeet Bar Therapy." The parties agree as follows:

1. GRANT OF LICENSE. Kathryn Cady owns Courses: Restore Basics & Aerial Restore (the "Authored Work"). In accordance with this Agreement, Kathryn Cady grants Deepfeet Bar Therapy an exclusive license to Teach & Market Courses under the names: Ashi Restore & Aerial Atsu. Kathryn Cady retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.

2. PAYMENT OF ROYALTY. Deepfeet Bar Therapy will pay to Kathryn Cady a royalty which shall be calculated as follows: 7.5% for any Ashi Restore Basics Class taught by anyone, 10% for any Aerial Atsu Class taught by anyone. Pricing of classes to be commensurate with other Deepfeet offerings. The royalty shall be paid Payments to be made when classes are sold.. With each royalty payment, Deepfeet Bar Therapy will submit to Kathryn Cady a written report that sets forth the calculation of the amount of the royalty payment. Payments for licensing fees will be paid monthly by the 15th of the following month with a statement for each student. Paid to Kathryn Cady electronically.

3. MODIFICATIONS. Unless the prior written approval of Kathryn Cady is obtained, Deepfeet Bar Therapy may not modify or change the Authored Work in any manner.

4. DEFAULTS. If Deepfeet Bar Therapy fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Kathryn Cady shall have the option to cancel this Agreement by providing 90 days' written notice to Deepfeet Bar Therapy. Deepfeet Bar Therapy shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period. In the event of termination of the contract, Kathryn Cady retains the rights and ownership of the courses developed and presented to Deepfeet Bar Therapy for use. This agreement does not preclude Deepfeet Bar Therapy from continuing development of courses associated with the used names Ashi Restore Basics, and Aerial Atsu from prior development to the relationship with Kathryn Cady. DeepFeet Bar Therapy agrees to remove all content, massage techniques, use of associated props, aerial positions and terminology that Kathryn Cady developed if they choose to continue development and teaching courses without Kathryn Cady.

5. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Kathryn Cady, whether or not owned or developed by Kathryn Cady, which is not generally known other than by Kathryn Cady, and which Deepfeet Bar Therapy may obtain through any direct or indirect contact with Kathryn Cady. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Kathryn Cady concerning the business, technology and information of Kathryn Cady and any third party with which Kathryn Cady deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. A. "Confidential Information" does not include: - matters of public knowledge that result from disclosure by Kathryn Cady; - information rightfully received by Deepfeet Bar Therapy from a third party without a duty of confidentiality; - information independently developed by Deepfeet Bar Therapy; - information disclosed by operation of law; - information disclosed by Deepfeet Bar Therapy with the prior written consent of Kathryn Cady; - any other information that both parties agree in writing is not confidential.

6. PROTECTION OF CONFIDENTIAL INFORMATION. Deepfeet Bar Therapy understands and acknowledges that the Confidential Information has been developed or obtained by Kathryn Cady by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Kathryn Cady which provides Kathryn Cady with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by Deepfeet Bar Therapy of any Confidential Information, Deepfeet Bar Therapy agrees as follows: A. No Disclosure. Deepfeet Bar Therapy will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Kathryn Cady. B. No Copying/Modifying. Deepfeet Bar Therapy will not copy or modify any Confidential Information without the prior written consent of Kathryn Cady. C. Unauthorized Use. Deepfeet Bar Therapy shall promptly advise Kathryn Cady if Deepfeet Bar Therapy becomes aware of any possible unauthorized disclosure or use of the Confidential Information. D. Application to Employees. Deepfeet Bar Therapy shall not disclose any Confidential Information to any employees of Deepfeet Bar Therapy, 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 Kathryn Cady.

7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

8. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and Deepfeet Bar Therapy accepts the product "AS IS." In no event will Kathryn Cady be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.

9. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, Deepfeet Bar Therapy grants back to Kathryn Cady a non-exclusive royalty-free license to use the Authored Work as Kathryn Cady sees fit, including for the creation of derivative works; provided, however, this license shall not limit Deepfeet Bar Therapy's rights and public rights under this License.

10. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

11. TERMINATION. This Agreement may be terminated by either party by providing 90 days' written notice to the other party. This Agreement shall terminate automatically on May 13, 2022.

12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

13. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Colorado. 17. SIGNATORIES. This Agreement shall be signed on behalf of Kathryn Cady by Kathryn Cady, Owner and on behalf of Deepfeet Bar Therapy by Nancy Delong, CEO and effective as of the date first above written. Licensor: Kathryn Cady

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Signed by Nancy DeLong
Signed On: June 10, 2021

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June 10, 2021 9:34 am PDT

Licensing Agreement: Kathyrn Cady Uploaded by Nancy DeLong - info@deepfeet.com IP 73.25.235.80