I agree to this Confidentiality Agreement ("Agreement") amongst the facilitators and participants of Four Corners Exploration ("Parties").
Purpose of Agreement: The Parties hereby agree to maintain the confidentiality of all discussions, information, and materials shared during their meetings related to both work and personal lives.
Definition of Confidential Information: "Confidential Information" shall include but not be limited to any and all verbal discussions, written materials, documents, reports, data, plans, strategies, financial information, personal anecdotes, and any other information disclosed during the course of the meetings.
Obligations of Parties: The Parties agree to keep all Confidential Information strictly confidential and shall not disclose, reveal, or make available any Confidential Information to any third party without the express written consent of all Parties.
Exceptions: The obligations of confidentiality shall not apply to any information that (a) is already in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the Parties; (b) was rightfully known to the Parties prior to disclosure without any obligation of confidentiality; (c) is independently developed by the Parties without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the disclosing Party gives prompt notice to the other Parties to enable them to seek a protective order or other appropriate remedy.
Duration: The obligations of confidentiality under this Agreement shall survive the termination of the Parties' relationship and shall remain in effect indefinitely.
Remedies: The Parties acknowledge that a breach of this Agreement may cause irreparable harm, and therefore, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Minnesota, without regard to its conflict of laws principles.
Entire Agreement: This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof.
FOUR CORNERS AGREEMENT AND LIABILITY WAIVER (“Agreement and Waiver”)
Authority to Register and/or to Act as Agent: You represent and warrant to Four Corners Exploration (“4C”) that you have full legal authority and capacity to complete your participation and/or leadership of the upcoming trip you’re taking (“Experience”), including this Agreement and Waiver, on behalf of yourself and/or, where applicable, any party for whom you are registering (the “Registered Parties”), including full authority to make use of the payment method(s) to which registration fees will be charged. As used in this Agreement and Waiver, (a) “4C” means and includes Four Corners Exploration, its partners, licensors, and any and all subsidiaries, affiliated entities, or entities that control, are controlled by, or are under common control with 4C singly or together and its and each of their officers, employees, contractors, subcontractors and agents (and for the avoidance of doubt agents may be defined as anyone operating as a guide or organizer/generator of an Experience not employed by 4C) and each of their agents, representatives, successors and assigns including Jeff Dykstra, Matt Norman, Dale Carnegie & Associates, Norman & Associates, and Partners in Food Solutions (“4C Affiliates“); and (b) “I,” “you” or “your” means and includes you (as an individual) and all other Registered Parties for whom you are registering, and by virtue of agreeing to this Agreement and Waiver, for whom you are waiving certain rights.
Assumption of Inherent Risks:
The 4C Experience is meant to be an adventure of reflection, stamina, camaraderie, and mental grit that takes place over a series of days. It is not a competition against other participants, but rather a personal stretch experience and opportunity to enjoy peer relationships and the outdoors. Some of the activities include runs, hikes, skiing, swimming, rafting, etc. The 4C Experience can be a hazardous activity that presents physical and mental challenge to participants.
I acknowledge that the Experience is a test of my physical and mental capacity that carries with it inherent risks of physical injury. Inherent risks are risks that cannot be eliminated completely (without changing the challenging nature of the Experience) regardless of the care and precautions taken by 4C and Released Parties). I also understand that the Experience is strenuous, with the accompanying risks and dangers generally present in such activities. I understand that these hazards may be magnified due to the fact that the Experience is often conducted under what may be adverse conditions and circumstances.
I further understand and acknowledge that any of these risks and others, not specifically named, may cause injury or injuries that may be categorized as minor, serious, or catastrophic. Minor injuries are common and include, but are not limited to: scrapes, bruises, sprains, strains, muscle tension and soreness, nausea, cuts, sunburn, abrasions, grazes, lacerations, and contusions. Serious injuries are less common, but do sometimes occur. They include but are not limited to property loss or damage, broken bones, fractures, torn or strained ligaments and tendons, concussions, exposure, dehydration, heat exhaustion and other heat-related illnesses, mental stress or exhaustion, infection, vomiting, dislocations, hyperthermia, hypothermia, anemia, electrolyte imbalance, loss of consciousness, syncope, dizziness, fainting, seizures, electric shock and/or injury, and neurological disorders/pain. Catastrophic injuries are rare; however, we feel that our participants should be aware that they could occur. These injuries can include, but are not limited to, permanent disabilities, stroke, single or multiple organ failure or dysfunction, physical damage to organs, spinal injuries, paralysis, heart attack, heart failure, blood cell disorder, brain swelling, and even death.
I also understand that it is my responsibility to consult with my personal physician prior to me or my minor child/ward participating in the Experience to ensure that such participation will not pose any unusual risks to my health and well-being.
If I believe or become aware that any aspect of the Experience is unsafe or poses unreasonable risks, I agree to immediately notify appropriate personnel. By participating in the Experience, I am acknowledging that I have found the facilities, equipment, and areas to be used to be safe and acceptable for participation. I accept full and sole responsibility for the condition and adequacy of my equipment.
I understand fully the inherent risks of my participation in the Experience and assert that I am willingly and voluntarily participating in the experience. I have read the preceding paragraphs and acknowledge that 1) I know the nature of the Experience; 2) I understand the demands of this activity relative to my physical condition; and 3) I appreciate the potential impact of the types of injuries and/or illnesses that may result from the Experience. I hereby assert that I knowingly assume all of the inherent risks of the activity on behalf of myself and take full responsibility for any and all damages, liabilities, losses, or expenses that I may incur as a result of participating in the Experience.
Consent to Medical Care: IF YOU NEED MEDICAL TREATMENT AS A RESULT OF YOUR PARTICIPATION IN THIS EXPERIENCE, TRAVEL TO AND FROM THE EXPERIENCE, OR ANY EVENTS INCIDENTAL TO THIS EXPERIENCE, YOU AGREE TO BE FINANCIALLY RESPONSIBLE FOR ANY COSTS INCURRED AS A RESULT OF SUCH TREATMENT. YOU ARE AWARE THAT 4C DOES NOT PROVIDE HEALTH OR LIABILITY INSURANCE FOR YOU AND THAT YOU SHOULD CARRY YOUR OWN INSURANCE.
Delay or Cancellation: I acknowledge that 4C at its sole discretion may delay, modify, or cancel the Experience if conditions beyond the control of 4C, or natural or man-made emergencies beyond the control of 4C, make administering the event unreasonably difficult or unsafe. I agree that conditions beyond the control of 4C may include but not be limited to closure of the accommodations or planned activities. I agree that “emergency” includes but is not limited to: high wind, extreme rain or hail, hurricane, tornado, earthquake, flood, acts of terrorism, fire, threatened or actual strike, labor difficulty or work stoppage, insurrection, war, pandemic or epidemic, public disaster, unavoidable casualty, or any government restrictions related to these events. In the event of a delay, modification, or cancellation of the Experience as described in this paragraph, I understand that I may not be entitled to a refund of my registration fee or any other costs incurred in connection with the Experience. I further understand and agree that the terms of this waiver shall apply to any newly rescheduled date or location.
Govern Participation: I understand that 4C has the authority to issue instructions or directions relating to the manner of my safe participation in the activities of the Experience and the authority to halt my participation in the Experience at any time they deem it necessary to protect the safety of participants, , and personnel; and/or promote a positive experience for all.
Fee Refunds: I understand that all fees and associated costs (including optional product purchases and donations), paid in registration for this Experience are not refundable for any reason under any circumstances, including but not limited to injury, a scheduling conflict, and/or event cancellation. Transfers to another participant are optional at the discretion of 4C.
Taxes: 4C‘s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes“). You are responsible for paying all Taxes associated with your purchases hereunder. If 4C has the legal obligation to pay or collect Taxes for which you are responsible under this section, 4C will invoice you and you will be required to pay that amount unless you provide 4C with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, 4C is solely responsible for taxes assessable against it based on its income, property and employees.
RELEASE AND WAIVER OF LIABILITY: IN CONSIDERATION FOR BEING ALLOWED TO PARTICIPATE IN THIS EXPERIENCE, YOU RELEASE FROM LIABILITY AND WAIVE YOUR RIGHT TO SUE 4C AND 4C AFFILIATES FROM ANY AND ALL CLAIMS, INCLUDING CLAIMS OF 4C‘S OR 4C AFFILIATES‘ NEGLIGENCE, RESULTING IN ANY PHYSICAL INJURY, ILLNESS (INCLUDING DEATH) OR ECONOMIC LOSS YOU MAY SUFFER OR WHICH MAY RESULT FROM YOUR PARTICIPATION IN THIS EXPERIENCE, TRAVEL TO AND FROM THE EXPERIENCE (INCLUDING AIR TRAVEL), OR ANY EVENTS INCIDENTAL TO THIS EXPERIENCE.
INDEMNITY: YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS 4C AND 4C AFFILIATES FROM ANY AND ALL CLAIMS, LOSS OR DAMAGE TO MY PERSONAL PROPERTY, LIABILITIES AND COSTS, INCLUDING ATTORNEY‘S FEES, AS A RESULT OF MY PARTICIPATION IN THIS EXPERIENCE, INCLUDING TRAVEL TO AND FROM THE EXPERIENCE (INCLUDING AIR TRAVEL) OR ANY EVENTS INCIDENTAL TO THIS EXPERIENCE. IF 4C OR 4C AFFILIATES INCUR ANY OF THESE TYPES OF EXPENSES, YOU AGREE TO REIMBURSE 4C.
DISCLAIMER OF WARRANTIES: YOU EXPRESSLY AGREE THAT USE OF 4C’S SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. 4C MAKES NO WARRANTY THAT 4C SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE. 4C EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 4C DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON, OR PROVIDED IN CONNECTION WITH, THE 4C MATERIALS AND WEBSITE. 4C IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION.
Personal Release: 4C (and/or others on behalf of 4C) may be photographing, recording (both audio and video), webcasting, podcasting, or otherwise transmitting during any or all of an Experience. Your image, likeness, voice, statements and other identifying characteristics (each, an “Image“) may be captured in photographs, recordings (both audio and video), webcasts, podcasts, or other transmissions of the Experience (each, a “Recording“).
You hereby grant 4C a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable license, without additional consideration to you or any third-party, to reproduce, distribute, perform and display (publicly or otherwise, create derivative works of, adapt, modify and otherwise use, analyze and exploit Recordings (including your Images therein), in whole or in part, in any format or media now known or hereinafter developed, and for any purpose (including for promotional purposes, such as testimonials).
4C exclusively owns all right, title and interest (including intellectual property rights) in and to the Recordings, all modifications and derivatives of Recordings, and all proceeds derived therefrom. 4C has no obligation to share any such proceeds with you.
You hereby irrevocably waive any right you may have to inspect or approve the use of other exploitation of any Recording or any reproductions thereof, and you agree that 4C has no obligation to use any Recording (including any Images) or otherwise exercise any of the rights granted to 4C wit respect to your Images.
Your Images may appear in Recordings made available to the public, and third parties may retain, use or distribute such Recordings. Once made available to the public, 4C has no control over, and is not responsible for, any use or misuse (including any distribution) by any third party of Recordings.
In connection with the use or other exploitation of Recordings (including your Images), you hereby irrevocably waive and release any and all claims with respect to intellectual property, rights of publicity, rights of privacy, and any other claims or damages with respect to such use or other exploitation.
Limitation of Liability: You agree that the maximum aggregate liability of 4C, together with all 4C Affiliates, for all damages, losses and causes of action in connection with this Experience will be limited to the Experience registration fees paid by you to AND RECEIVED BY 4C for the Experience giving rise to the liability. IN NO EVENT WILL 4C BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR SIMILAR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR OPPORTUNITIES, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS EXPERIENCE OR THIS AGREEMENT, WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF RECOVERY.
Arbitration: Any dispute arising out of this Agreement shall be settled by arbitration to be held in Minneapolis, Minnesota, before a single arbitrator and in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. The parties will cooperate with each other in causing the arbitration to be held in as efficient and expeditious a manner as practicable. If the parties are unable to appoint a mutually acceptable arbitrator within 30 days after a party gives written notice to the other party requesting arbitration of a dispute, the American Arbitration Association shall appoint the arbitrator in accordance with the Commercial Arbitration Rules. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the Arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision on any court having jurisdiction. Each party to this Agreement shall pay one half of the costs and expenses of such arbitration, and each party shall separately pay the fees and expenses of its own counsel. Nothing herein shall prevent the parties from settling any dispute by mutual agreement.
Successors and Assigns: This agreement shall be binding on you and your successors and assigns and upon 4C and its successors and assigns. Neither party shall assign nor transfer its interest in this agreement or any part thereof without the written consent of the other party.
Governing Law: This agreement shall be governed by and construed in accordance with the laws of Minnesota, without giving effect to any conflict of laws provisions.
Acceptance: This agreement may be executed by consenting to reading and understanding the agreement through the registration form and shall become binding when you have ticked the box demonstrating your consent.
Severability: You further expressly agree that this Agreement and Waiver is intended to be as broad and inclusive as is permitted by applicable law, and if any provision of this Agreement and Waiver is held to be unenforceable by a court of competent jurisdiction for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement and Waiver (including without limitation, all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the unenforceable provision shall be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable provision and the Agreement and Waiver shall be deemed amended accordingly.
Nairobi, Kenya 
2
