This Confidentiality Agreement (the "Agreement"), dated (the "Effective Date"), is between CHANA ROSS ("Ross") and the following person (the "Participant"):

WHEREAS, in connection with Ross providing a practitioner course to the Participant (the "Course"), including confidential course materials (the "Purpose"), the Participant desires to receive certain information from Ross that is non-public, confidential or proprietary in nature;

WHEREAS, Ross desires to disclose such information to the Participant, subject to the terms and conditions of this Agreement; and

WHEREAS, Ross wishes to protect and preserve the confidentiality of such information.

NOW, THEREFORE, in consideration of the provision of the Course to the Participant, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions. For purposes of this Agreement, the following terms have the following meanings:

"Confidential Information" means all information, data, documents, agreements, files and other materials, whether disclosed orally or disclosed or stored in written, electronic or other form or media, which is disclosed or otherwise furnished by Ross to the Participant in connection with the Purpose before, on or after the date hereof, including all analyses, notes, compilations, reports, forecasts, studies, samples, statistics, summaries, interpretations and other documents, whether or not marked, designated or otherwise identified as "confidential", other than any information that (a) is or becomes generally available to and known by the public (other than as a result of its disclosure directly or indirectly by the Participant), (b) was already known by or in the possession of the Participant as established by documentary evidence, prior to being disclosed by or on behalf of Ross pursuant to this Agreement, or (c) has been independently developed by the Participant as established by documentary evidence, without violating any of its obligations under this Agreement or use of or reference to, in whole or in part, the Confidential Information.

"Person" means any individual, partnership (whether general, limited, or limited liability), corporation, association, trust or other entity.

Participant's Obligations. The Participant shall:

a) keep the Confidential Information strictly confidential and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Participant would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

b) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than for the personal use of the Participant for the Purpose;

c) not disclose any Confidential Information to any Person except if required by law, but only in accordance with Section 4.

No Representation or Warranty by Disclosing Party. The Participant understands and agrees that Ross:

a) has not made or does not makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information; and

b) shall not have any liability to the Participant relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom.

Disclosure Required. If the Participant is required to disclose any Confidential Information by law or pursuant to any requirement of any legal or regulatory authority, the Participant shall:

a) give Ross prompt prior written notice of such requirement so that Ross may seek, at her sole cost and expense, an appropriate protective order or other remedy; and

b) cooperate with Ross, at Ross' sole cost and expense, to obtain such protective order or other remedy.

If, after providing such notice and cooperation as required herein, such protective order or other remedy is not obtained, the Participant will furnish only that portion of the Confidential Information which is legally required to be disclosed.

Return or Destruction of Confidential Information. Upon the expiration or termination of this Agreement (except with the prior consent of Ross), or at any time upon Ross' written request, the Participant shall promptly, and in any event no later than 5 days after the request, destroy or return all Confidential Information (including all copies, reports, analyses, extracts, notes or other reproductions created using the Confidential Information) to Ross and if destroyed, certify in writing to Ross within such time frame that such Confidential Information (including any Confidential Information held electronically) has been destroyed. Notwithstanding the return or destruction of the Confidential Information, the Participant shall continue to be bound by the Participant's obligations of confidentiality and other obligations hereunder.

Remedies. The Participant acknowledges and agrees that monetary damages would not be a sufficient remedy for any breach of this Agreement by the Participant and that in addition to all other remedies she may be entitled to (which Ross does not waive by the exercise of any rights under this section), Ross shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach.

Term and Termination. This Agreement shall commence on the Effective Date and terminate on that date which is 2 years after the Effective Date. Notwithstanding anything to the contrary herein, each party's rights and obligations under this Agreement shall survive the expiration or termination of this Agreement for an indefinite period of time, even after the return or destruction of the Confidential Information by the Participant.

Course Access. Access to your Course Site, including the materials and resources within, begins on enrolment to the course and continues on-going.

Refund Policy. Except as set out by this agreement, all sales are final.

If you are a resident of the European Unions, you have the right to cancel the contract for a purchase of the Course for a refund within a period of 14 days beginning with the day after purchase. Once you receive your refund, you will no longer have the right to access the Digital Content. Please note that once you access or download an digital content that you purchase, you no longer have the right to cancel your purchase of that Digital Content.

No Transfer of Rights, Title or Interest. Ross hereby retains her entire right, title and interest, including all intellectual property rights, in and to all Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, licence or other transfer of any such right, title or interest whatsoever to the Participant. The Participant specifically acknowledges and agrees that the Confidential Information is and shall remain the exclusive property of Ross and that he/she has no right, title or interest in or to the Confidential Information.

Feedback and Testimonials. In consideration of Ross providing the Course to the Participant, the Participant hereby agrees to:

a) provide Ross with feedback about the Course promptly after completion of the Course;

b) respond to reasonable questions from Ross about the Course (either orally or in writing); and

c) if satisfied with the Course (acting reasonably), provide a written testimonial about the Course to Ross, and the Participant hereby confirms that Ross may publish such testimonial publicly as part of Ross' marketing materials, on its website, or otherwise.

Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Entire Agreement. This Agreement sets forth the entire agreement between the parties regarding the Confidential Information and all other subject matters set forth herein, and supersedes all prior and contemporaneous negotiations, understandings, representations and warranties and agreements between the parties (both written and oral) with respect to such subject matters. No provision of this Agreement may be amended, modified, waived or changed unless made in writing and signed by the parties.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party. Any purported assignment without such consent shall be null and void and unenforceable. No assignment shall relieve the assigning party of any of its obligations hereunder.

Waivers. No waiver by any party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different nature, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Successors and Assigns. This Agreement enures to the benefit of Ross and her heirs, executors and representatives and is binding upon the Participant and his/her heirs, executors and representatives.

Counterparts. This Agreement may be executed in any number of counterparts and by each party on separate counterparts. Each counterpart is an original and all counterparts taken together constitute one and the same instrument. A counterpart may be delivered by e-mail attachment (in a PDF document) or other electronic means, which shall be as effective as hand delivery of the original executed counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

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