This Meditation Training and Coaching Agreement (the "Agreement") is made effective as of May 3, 2024 (the "Effective Date"), by and between Breathe Meditation, LLC ("Provider") and Donald Dye and Jeffrey Pipes ("Clients"). Together, they are referred to as the “Parties." Gyanpriya Saras (the “Coach”) will provide training and coaching services on behalf of the Provider.

The Program is designed to be flexible and may be revised during the coaching period to better align with the Client's progress and the achievement of Program goals. Any such revisions will be mutually agreed upon by the Parties.

This Agreement shall commence on the effective date, as stated above, and shall continue until completion of the Program (hereinafter referred to as the “End Date”) or until terminated by either the Client or the Coach as per the provisions of this Agreement. 

The Program must be completed by July 7th, 2024, unless an extension is agreed to in writing by both parties.

The Client may cancel their participation in the Program after the first two (2) sessions. Upon cancellation, the client is entitled to a prorated refund for the balance of the Program, less a cancellation fee equivalent to 7% of the total cost of the Program. Cancellation requests must be submitted to the Coach via email.

Both Client and Coach may request to reschedule a session by providing at least 24 hours notice before missing a session. In the event the Client cancels without sufficient notice, the Client will be charged the full prorated fee for that session. Sessions missed without proper notice are forfeited. The coach will make reasonable efforts to accommodate requests to reschedule. Similarly, if the Coach needs to reschedule, a session without adequate notice, the Client will be offered a makeup session at a mutually agreed time. 

Both the Client and Coach understand and acknowledge the importance of respecting each other’s time and commitment

The Coach will design a suitable Program for the Client, which includes guided instruction, coaching, and homework. The Program may be modified as needed to support the Client in realizing their goals. However, the Client acknowledges that specific results or outcomes cannot be guaranteed. The success of the Program heavily depends on the Client's commitment to apply their best effort to learn and practice the teachings and exercises provided. The Client is responsible for their progress and for implementing the strategies discussed during the Program to achieve optimal results.

1. The Coach is not a licensed therapist or coach and does not provide psychotherapy, psychological counseling, or any type of therapy; thus, the Program is not a substitute for professional mental health or medical care and is not intended to diagnose, treat, or cure any mental health or medical conditions. The Client agrees to use the Coach’s services at their own risk.
2. The Coach shall not be responsible for any indirect, consequential, or special damage. Furthermore, the Coach explicitly disclaims any guarantees, representations, or warranties, whether express or implied, concerning the services negotiated, agreed upon, and rendered. The Client acknowledges and accepts that the Program is not a promise of specific outcomes, recognizing the inherent uncertainties in personal and professional development. 

The Client acknowledges and agrees that any intellectual property shared with them by the Coach shall remain the exclusive property of the Coach. 

This encompasses, but is not restricted to, copyrights, patents, trade secrets, and other intellectual property rights associated with concepts, ideas, methods, innovations, processes, original creations, classified information, or proprietary knowledge.

Both parties agree to maintain the confidentiality of any confidential information shared during this Agreement and shall not disclose it to any third parties without prior written consent, except as required by law. 

Neither party shall appoint or transfer any rights or obligations under this Agreement without the prior written consent of all parties. Any attempted assignment or transfer without such consent shall be deemed null and void.

This Agreement may be terminated by mutual agreement, with a written notice period of 7 days. Termination is also permissible in cases of material breach, non-payment, or by either party providing written notice. Upon termination, the Client agrees to settle any outstanding fees, and the Coach will return any client-owned materials. Confidentiality and liability clauses will endure post-termination. 

This Agreement is deemed legal and binding between the Parties as stated above and shall be governed by and interpreted in accordance with the laws of FLORIDA (Governing Jurisdiction). 

In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it 

shall be deemed severed from this Agreement. The remaining provisions shall remain valid and enforceable to the fullest extent permitted by law. The parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that best reflects the original intent and purpose of the severed provision.

The Parties acknowledge that this Agreement constitutes the entire understanding between them. Any modifications or amendments to this Agreement must be made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first above written.