Mutual Confidentiality & Liability Waiver
This Agreement is entered into by Catalina del Castillo ("Consultant") and the F45 studio entity identified below ("Studio"), together the "Parties." It is effective as of the date of last signature.
1. Confidential Information
"Confidential Information" includes member lists and contact information, sales figures and revenue reports, pricing structures, marketing campaigns, lead sources, conversion data, CRM contents, staff information, payroll data, Consultant's frameworks, scripts, scoring rubrics, and methodologies, and any other information identified as confidential or that a reasonable person would understand to be confidential.
2. Confidentiality Obligations
Each Party agrees to: (a) hold all Confidential Information in strict confidence; (b) use it only for purposes of this engagement; (c) not disclose it to any third party without prior written consent; (d) take reasonable security measures to protect it.
3. Non-Solicitation of Studio Members
During this engagement and for twenty-four (24) months following termination, Consultant will NOT directly or indirectly: solicit, recruit, or convert any current or former Studio member to a competing fitness service; use Studio member contact information for any purpose outside this engagement; sell, transfer, or disclose Studio member contact information to any third party; or promote competing fitness services to Studio members through any channel.
This non-solicitation clause is intentionally strong. It is the foundation of trust in the F45 community and Consultant takes it personally. Members of any studio Consultant works with are off-limits, full stop.
4. Non-Solicitation of Consultant's Methods
During this engagement and for twenty-four (24) months following termination, Studio will NOT share, distribute, copy, or republish Consultant's frameworks, scripts, intake forms, scoring rubrics, or methodologies with other studios, owners, or competitors; use Consultant's methods to compete with Consultant's practice; or disclose to third parties the specific structure or operational details of Consultant's services.
5. Liability & Mutual Hold-Harmless
Studio acknowledges that Consultant's role is advisory and operational support. Consultant does not own or operate Studio and does not make final decisions about hiring, firing, pricing, vendor agreements, marketing spend, member-facing policies, or F45 franchise compliance. All such decisions remain solely with Studio Owner.
Consultant makes no representation or guarantee regarding specific financial outcomes, member growth, retention rates, or revenue results. Studio acknowledges that fitness studio performance depends on factors outside Consultant's control, including local market conditions, competition, seasonality, staff execution, ownership decisions, and macroeconomic conditions.
Each Party agrees to indemnify, defend, and hold harmless the other Party from third-party claims, damages, and losses arising out of: negligent or wrongful acts of the indemnifying Party; breach of this Agreement; or violation of applicable law.
To the maximum extent permitted by Florida law, Consultant's total liability shall not exceed the total fees paid by Studio in the six (6) months preceding the claim. Neither Party is liable for indirect, incidental, consequential, or punitive damages.
6. Data Privacy
Only Catalina del Castillo personally accesses Studio data. No employees or third parties have access without prior written consent from Studio. All data is stored in password-protected, encrypted systems with two-factor authentication. Data is used only for fulfilling this engagement, never shared, sold, or used for any other purpose. In the event of any unauthorized access, Consultant shall notify Studio in writing within forty-eight (48) hours. Within thirty (30) days of engagement termination, Consultant shall return or permanently destroy all Studio data.
7. Independent Contractor Status
Consultant is an independent contractor (1099), not an employee. Consultant files her own taxes and carries her own insurance.
8. Governing Law
This Agreement is governed by the laws of the State of Florida. Any dispute is subject to non-binding mediation followed by jurisdiction in Florida state or federal courts.
9. Survival
Confidentiality and non-solicitation obligations survive termination of this engagement.