Hospital Contact Name

Date

Hospital Contact Name

Hospital Contact Address

Dear xxx:

Soaringwords ishappy to announce that they are bringingZumba® fitnessclassesto hospitals around the world.This initiative celebrates health and fitness, the joy of coming together and the power to heal.

All classes will be free of charge and taught by licensed Zumba® Instructors, including as-needed instructors with special licenses to work with children and people with special needs or disabilities.

Zumba® Fitness classes in hospitals can be offered to:

• Pediatric Patients (moves are modified and the pace is slowed down)
• Parents, Siblings & Caregivers
• Employees

I would love to talk with you about launching a free monthly Zumba® Fitness class at your hospital. At the beginning or end of each class, we’ll share a special Soaringwords pay-it-forward activity for patients to enjoy and give to other patients.

I look forward to speaking with you at your earliest convenience.

Sincerely,

Your name

Your e-mail & phone #

August 15, 2013

Dear Hospital Professional:

Soaringwords, Inc., a New York not-for-profit corporation (“Soaringwords”)Volunteer Dance Instructors (“Volunteer Dance Instructors”) to provide free monthly dance/fitness classes to benefit patients, families, and caregivers (the “Program”). Soaringwordsis pleased to provide this service in support of its mission to lessen the impact of serious illness by connecting ill children and their families to a community of compassionate and caring volunteers.

In connection with the Program, Soaringwords has selected [the Hospital] (“[Hospital]”) to hosta monthly dance/fitness class onsite for the benefit of [the Hospital’s] pediatric patients, their families, and healthcare professionals (the “Class”). This letter agreement (the “Agreement”), effective as of the date referenced above (the “Effective Date”), memorializes the agreement between Soaringwords and the [Hospital] and sets forth the terms and conditions according to which the Class will be provided.

Soaringwords and [the Hospital](together, the “Parties”) hereby agree as follows:

1. Program. [The Hospital] will host and support the Class,and will carry out those activities specifically set forth in Schedule A to this Agreement.

2. Fee. Neither Party shall provide payment to the other Party, or any of its employees or volunteers, in connection with the Class or the Program, unless otherwise specifically agreed in writing.

3.Representations and Warranties.

a.[The Hospital]. [The Hospital] represents and warrants that: (i) [the Hospital] is, at the time of the execution of this Agreement, a [corporation], validly existing and in good standing under the laws of the State of [New York]; and (ii) the execution and delivery by [theHospital] of this Agreement, and the performance by [the Hospital] of the obligations contemplated hereby, are within [the Hospital]’s corporate powers, have been duly authorized by all necessary corporate action, do not require any consent or other action by or in respect of, or filing with, any third party or governmental body or agency, and do not contravene, violate or conflict with, or constitute a default under, any provision of applicable law or regulation or of the charter or by-laws of [the Hospital] or of any agreement, judgment, injunction, order, decree or other instrument binding upon [the Hospital].

b.Soaringwords. Soaringwordsrepresents and warrants that: (i) Soaringwordsis at the time of execution of this Agreement a not-for-profit organization exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and classified as a public Non-profit under Code Section 509(a)(1); (ii) Soaringwords is validly existing and in good standing under the laws of the State of New York; and (iii) the execution and delivery by Soaringwordsof this Agreement, and performance by Soaringwordsof the obligations contemplated hereby, are within Soaringwords’spowers and have been duly authorized by all necessary board action.

4.Use of Name and Logo. [The Hospital] and Soaringwords acknowledge and agree that no right or license to the use of any trademarks, names or logos of the other has been granted hereunder, and each party agrees that it shall not use, in any manner, any trademarks, names or logos of the other party without the prior written consent of the owner of the property to be used. Further, [the Hospital] acknowledges and agrees that no right or license to the use of any trademark, names or logos of Zumba Fitness has been granted hereunder, and that it shall not use any trademarks, names or logos of Zumba Fitness without the prior written consent of Zumba Fitness; provided, that, [the Hospital] may take reasonable steps to publicize and promote the Class to patients, family members of patients, and [Hospital] employees and volunteers without the prior written consent of Zumba Fitness or Soaringwords, including through such means as web or internet communications.

5.Consents. [The Hospital] represents and warrants that it will be responsible for obtaining executed forms of all waivers, consents, approvals, clearances and other documentation (collectively, the “Consents”) necessary and appropriate for the performance of the Program, includingexecuted athletic consent forms and/or photo consent forms, in advance for all participating patients, parents, and healthcare providers. The Consents shall include any form of consent provided by Soaringwords, in Soaringwords sole discretion, and/or any other form of consent mutually agreed by Soaringwords and [the Hospital]. All original executed Consents shall be provided to Soaringwords within three (3) business days of the first day of the Class.Should a participant join the Class on any day following the first day of the Class, [the Hospital] shall secure executed Consents from such participant, and shall provide the original executed Consents for such participant to Soaringwords within three (3) business days of the first day of such participant’s participation in the Class.

6.Ownership of Supporting Materials. [The Hospital] acknowledges and agrees that all rights, title and interest in and to the educational and other supporting materials created by Soaringwords (including any intellectual property rights therein (but excluding [theHospital’s] registered marks)) shall remain the exclusive property of Soaringwords.

7.Term and Extension. This Agreement shall commence on the Effective Date and remain in full force and effect until the earlier of the completion of the Class or one (1) year from the Effective Date, unless earlier terminated in accordance with this Agreement. The Parties may, upon mutual agreement in writing, extend the term of this Agreement to cover (i) any remaining Class sessions not completed within the one year term of this Agreement, or (ii) any subsequent dance class help in connection with the Program.

8.Termination. In addition to any other rights and remedies at law, this Agreement may be terminated by either party with or without cause upon thirty (30) days prior written notice to the other party.

9.Indemnification. The parties agree to defend, indemnify and hold each other and their affiliates and all of their officers, directors, agents, and employees, harmless from any and all third-party claims, expenses (including reasonable attorneys’ fees), damages, suits, costs and judgments whatsoever, in each case arising out of or related to any material breach by the indemnifying party of any of the provisions of this Agreement. This provision shall survive termination of this Agreement.

10.Governing Law. This Agreement will be governed by and construed in accordance with the applicable laws of the State of New York, without giving effect to the principles of that State relating to conflicts of laws.

11.Independent Contractors. Soaringwords and [the Hospital] will at all times be independent contractors. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or to assume or incur any obligation or liabilities, express or implied, on behalf of or in the name of, the other party. This Agreement will not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party.

13.Miscellaneous. No assignment, amendment, modification or change of this Agreement will be valid unless agreed to in writing by the parties. This Agreement incorporates and includes all schedules hereto.

14.Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which will be considered an original and all of which together will constitute one and the same instrument.

Schedule A

1. The [Hospital] agrees to undertake the following activities in connection with the Class:
2. host the Class in a facility common area suitable for group exercise;
3. publicize the Class and recruit participants with fliers, emails, calendar announcementsin advance of the Class and of each session;
4. secure any and all Consent forms in advance for all participating patients, parents, healthcare providers;
5. share a Soaringwords activity before or after each class with participants. Hospital professional will receive an email with the monthly activity and make copies for all the participants;
6. forward Soaringwords feedback form and photos from each session

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

Soaringwords, Inc.Hospital:

By ______By ______

Name ______Name______

Title ______Title ______

Date ______Phone ______

E-mail ______

Date ______

Hospital Name & Address:

______

______

______

______

Please e-mail to or fax to (866) 537-7656. Use the subject line: Dance Contract and name of your hospital. Upon receipt of this document, Soaringwords will sign and send you a copy for your files.

Soaringwords 1 Penn Plaza, 9th floor, New York, New York 10119

Zumba® Fitness class at name of hospital

Waiver of Liability, Assumption of Risk, and Indemnity Agreement

Participant's name: ______

Please Print

Waiver: In consideration of being permitted to participate in any way in hereinafter called "The Activity", I, for myself, my heirs, personal representatives or assigns, do herebyrelease, waive, discharge, and covenant not to sue Soaringwords, its officers, employees, and agents from liability from any and all claims including the negligence ofSoaringwords, its officers, employees and agents, resulting in personal injury, accidents or illnesses (including death), and property loss arising from, but not limited to, participation in The Activity.

______

Signature of ParticipantDate Signature of Parent/Guardian of Minor Date

Assumption of Risks: Participation in The Activity carries with it certain inherent risks that cannot be eliminated regardless of the care taken to avoid injuries. The specific risks vary from one activity to another, but the risks range from 1) minor injuries such as scratches, bruises, and sprains 2) major injuries such as eye injury or loss of sight, joint or back injuries, heart attacks, and concussions to 3) catastrophic injuries including paralysis and death.

I have read the previous paragraphs and I know, understand, and appreciate these and other risks that are inherent in The Activity. I hereby assert that my participation is voluntary and that I knowingly assume all such risks.

Indemnification and Hold Harmless: I also agree to INDEMNIFY AND HOLD Soaringwords HARMLESS from any and all claims, actions, suits, procedures, costs, expenses, damages and liabilities, including attorney’s fees brought as a result of my involvement in The Activity and to reimburse them for any such expenses incurred.

Severability: The undersigned further expressly agrees that the foregoing waiver and assumption of risks agreement is intended to be as broad and inclusive as is permitted by the law of the State of Florida and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

Acknowledgment of Understanding: I have read this waiver of liability, assumption of risk, and indemnity agreement, fully understand its terms, and understand that I am giving up substantialrights, including my right to sue. I acknowledge that I am signing the agreement freely and voluntarily, and intend by my signature to be a complete and unconditional release of all liability to the greatest extent allowed by law.

______

Signature of ParticipantDate Signature of Parent/Guardian of Minor Date

Let’s dance and have fun!
Patients, families and staff are invited to join a free
Zumba® Fitness class to celebrate health and fitness,
the joy of coming together and the power to heal.
After dancing, everyone will be invited to make a Soaringwords project to donate to another patient.

Date: XXX

Time:XXX

Place: XXX