REFUND AGREEMENT AND GENERAL RELEASE
This Refund Agreement And General Release (the “Agreement”) is made on this __th day of Month, Year (the “Effective Date”), by and between KSM International, Limited Liability Company and a Colorado corporation with place of business at 3980 Broadway Avenue, Suite 203, Boulder Colorado 80304.KSM Internationaland Full Nameresiding atAddress, City, State Zip Codeare hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
Whereas, KSM International is in the business of, among other things, organizing self-empowerment programs; and Full Namesigned up to participate in the Name of Program.
Whereas, Full Nameno longer wishes to participate in the Name of Program and is requesting a refund.
Now, Therefore, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1)Refund Payment. Within five (5) business days following the mutual execution of this Agreement, KSM Internationalshall pay Full Name$Amount– 3% processing fee - $100 administration fee) in full and complete settlement and satisfaction of any and all disputes or outstanding debits between the Parties including, without limitation the dispute arising from Full Namepotential participation in the Program (the “Refund Payment”). The Refund Payment shall be issued via credit card to Full Nameresiding atAddress, City, State Zip Code.
2)Release by the Customer. Full Name, on behalf of themselves, and their respective heirs, estates, administrators, successors and assigns hereby unconditionally releases and forever discharge (i) Kristin Sweeting Morelli and her heirs, estate, administrators, successors and assigns, and (ii) KSM International LLC, and its agents, employees, representatives, managers, members, predecessors, successors, parents, subsidiaries, assigns, and affiliates, and from any and all claims, causes of action, demands, obligations, liabilities, damages, attorneys’ fees, costs, and expenses of any type and nature whatsoever, whether in law or in equity (individually and collectively “Claim(s)”) whether known or unknown, either existing or that may exist from the beginning of time to the date of this release.
3)No Admission of Liability. This Agreement is being entered into for the purpose of amicably and finally settling the Parties’ dispute with respect to matters described in the recitals set forth above and nothing herein shall be deemed or construed as an admission of liability by any Party with respect to such dispute or any other matter. This Agreement shall not be used or construed in connection with any other suit or other proceeding, either now pending or as may be brought, as an admission or concession of liability or otherwise on the part of any Party hereto.
4)Non-Disparagement. Full Nameagrees not to disparage KSM International in any manner. For the avoidance of doubt, disparagement shall mean disparaging or otherwise making any false or negative statements about the products, services, members, managers, or employees of any Party. Full Nameacknowledges that a breach of this Paragraph 5 will result in irreparable harm which cannot be fully compensated by monetary damages. Accordingly, in addition to any other remedy, which may be available to it/them, KSM Internationalshall be entitled to injunctive relief to address any actual or threatened violation of this Paragraph 5.
5)Representations and Warranties. To induceKSM International, to enter into this Agreement, Full Namerepresents and warrants as follows:
a)No statements or representations made by or on behalf of any Party to this Agreement, except as specifically recited in this Agreement, have influenced, induced, or caused Full Nameto make this settlement or to execute this Agreement.
b) This Agreement contains the entire agreement between the Parties as to the settlement of their dispute, and there are no other written or oral terms or agreements except for those contained in this Agreement.
c)Only representations contained in this Agreement, and no others, shall be admissible to establish the execution or inducement of this Agreement.
d)Full Namehas read this Agreement in its entirety and have the full legal authority and power to enter into this Agreement and grant the release set forth in Paragraph 3 above.
e)Full Namehas either been represented by and has consulted with counsel of their choice in connection with the negotiation, drafting, and execution of this Agreement or has knowingly waived their right to do so.
f)No party other than Full Namehas a claim or right to receive the Refund Payment.
g) As of the Effective Date, Full Nameowns all right, title and interest in and to all Claims being released or waived by them pursuant to Paragraphs 3 above, free and clear of all liens, security interests, encumbrances, rights of subrogation or other third party claims.
6)Mutual Indemnification. Each Party agrees to indemnify, defend and hold any other Party harmless from and against any and all liability, suits, actions, claims, demands, losses, damages, deficiencies, costs, obligations, and expenses, including without limitation attorneys’ fees and all amounts paid in settlement of any claim, action, or suit, incurred as the result of any breach by the indemnifying Party of any representation, warranty, agreement or release contained in this Agreement.
7)Confidentiality. Full Namerepresents and agrees that he/she will keep the terms of this Refund Agreement and General Release completely confidential. Full Namefurther agrees that he/she will not hereafter disclose any information concerning the contents of this Agreement to anyone, specifically including, but by no means limited to, any past, present, or prospective customer or affiliate of KSM Internationalor to any representative of any media, except for legal and tax advisors who will also be informed of the terms of this confidentiality provision and their obligations to comply with it. Notwithstanding the foregoing, this Agreement may be disclosed as required by applicable securities or other laws, and introduced as evidence in any action to enforce the terms of this Agreement.
8)Miscellaneous.
a)This Refund Agreement and Mutual Release shall be deemed to have been made in the State of Colorado and shall be subject to, and governed by, the laws of the State of Colorado, and no doctrine of choice of law shall be used to apply any law other than that of the State of Colorado. Each party hereby irrevocably consents and submits to exclusive jurisdiction of the State courts sitting in Boulder County, Colorado, for all purposes under this Agreement, and waives any defense to the assertion of such jurisdiction based on inconvenient forum or lack of personal jurisdiction. The Parties also agree to waive any right to jury trial.
b)If any court of competent jurisdiction holds any portion of this Agreement void or unenforceable for any reason, such holding shall have no effect upon any other portion of this Agreement, and all other portions of this Agreement shall remain valid and in full force.
c)Each Party shall bear and be responsible for all counsel fees and expenses incurred by them in connection with the resolution of the Parties’ dispute including, without limitation, fees and expenses incurred in connection with the preparation of this Agreement.
d)The provisions of this Agreement shall survive the execution and delivery of this Agreement and the payment of the Refund Payment.
e) This Agreement shall be binding upon the Parties hereto and upon their heirs, agents, employees, representatives, officers, shareholder, successors and assigns and shall inure to the benefit of said parties and to their respective heirs, agents, employees, representatives, officers, shareholders, successors and assigns.
f) This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one instrument. Facsimile signatures shall be deemed to be of the same effect as original signatures.
In witness whereof, the Parties have caused this agreement to be executed as of the Effective Date.
KSM International, LLCBy: ______
Date: ______/ ______
FULL NAME
KSM International Refund Agreement Page 1 of 5