Common Interest Agreement. To the extent
that any Member Information provided or made available hereunder may include
material subject to the attorney-client privilege, work product doctrine or any
other applicable privilege concerning pending or threatened legal proceedings
or governmental investigations, you and Toniic understand and agree that the
parties have a commonality of interest with respect to such matters and it is our
desire, intention and mutual understanding that the sharing of such material is
not intended to, and shall not, waive or diminish in any way the
confidentiality of such material or its continued protection under the
attorney-client privilege, work product doctrine or other applicable privilege.
Indemnification. You agree to defend, indemnify, and hold harmless Toniic and its officers, directors, employees, agents, and successors from any and all claims, causes of action, losses, liabilities, and expenses (including, but not limited to, reasonable attorney fees) arising out of any breach of this Agreement by you.
communication from you to Toniic required or permitted under this Agreement
shall be sent via email to 100IMPACT@toniic.com or via first class mail to
Toniic Institute, 901 Mission St. Suite 205, San Francisco, CA 94103.
obligations contained in this Agreement shall survive beyond your participation in a Toniic Event.
Assignability. Neither this
Agreement nor any rights hereunder shall be assignable or transferable, in
whole or in part, by you or by Toniic.
Entire Agreement. This
Agreement constitutes the entire agreement between the parties relating to this
subject matter and supersedes all prior or simultaneous representations,
discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only
if made in writing and signed by both parties.
Severability. In the event
that any provision, or any portion thereof, becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, all other provisions of this Agreement
shall continue in full force and effect without said provision or portion of
Dispute Resolution. You and Toniic agree that if any dispute arises out of or relates to the validity,
enforceability, or breach of this Agreement or the subject matter of this Agreement, and if the dispute cannot be settled through negotiation, we will first try
in good faith to settle the dispute by mediation before resorting to
arbitration, litigation, or some other dispute resolution procedure.
Governing Law. This Agreement
shall be governed by and interpreted according to the laws of the State of California.