This Independent Contractor Agreement (“Agreement”) is entered into between Lift Fitness NYC LLC d/b/a Lift NYC (“Company”) and the individual completing and submitting this form (“Contractor”).

By submitting this form and signing electronically, Contractor agrees to the terms of this Agreement.

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1. Independent Contractor Relationship

Contractor is engaged by Company as an independent contractor and not as an employee.

Nothing in this Agreement shall be interpreted as creating an employer-employee relationship, partnership, or joint venture between the parties.

Contractor understands and agrees that:

• Company will not withhold federal, state, or local taxes
• Contractor is responsible for all taxes related to compensation received
• Contractor is not entitled to employee benefits including health insurance, retirement plans, unemployment insurance, or workers compensation

Contractor retains the right to provide services to other clients or businesses, including other fitness facilities, provided such activities do not violate the confidentiality, non-solicitation, or non-circumvention provisions of this Agreement.

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2. Scope of Services

Company operates a fitness studio offering personal training, strength training, Pilates instruction, group fitness classes, and related wellness services.

Contractor agrees to provide professional fitness coaching and instruction to clients of Lift NYC in a safe, responsible, and professional manner.

Contractor agrees to follow reasonable Lift NYC facility policies, safety procedures, scheduling systems, and operational guidelines.

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3. Professional Judgment and Safety

Contractor is solely responsible for the exercise instruction, coaching decisions, and training programs provided to clients.

Contractor agrees to exercise reasonable professional judgment and to follow generally accepted fitness safety practices when providing services.

Contractor shall not instruct clients to perform exercises that are unsafe given the client’s known limitations, injuries, or medical disclosures.

Contractor shall be responsible for any claims, injuries, damages, or losses arising from Contractor’s negligent instruction, improper supervision, or unsafe training practices.

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4. Insurance Requirement

Contractor shall maintain professional liability insurance covering services performed under this Agreement.

Such insurance must provide at minimum:

• $1,000,000 per occurrence
• $2,000,000 aggregate

Contractor shall name Lift NYC, its owners, members, managers, and affiliates as Additional Insureds under such policy.

Contractor agrees to maintain this coverage throughout the duration of this Agreement and to provide proof of insurance upon request.

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5. Assumption of Risk and Liability Release

Contractor acknowledges that physical fitness activities involve inherent risks including but not limited to muscle strains, falls, equipment injuries, and other physical harm.

Contractor voluntarily assumes all risks associated with demonstrating exercises, training clients, or performing physical activity within Lift NYC facilities.

Contractor releases and agrees to hold harmless Lift NYC, its owners, members, employees, and affiliates from any claims arising from injuries sustained by Contractor while performing services under this Agreement, except in cases of gross negligence or willful misconduct.

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6. Indemnification

Contractor agrees to indemnify, defend, and hold harmless Lift NYC and its owners, members, employees, and affiliates from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorney’s fees) arising from:

• Contractor’s negligent acts or omissions
• Contractor’s instruction or supervision of clients
• Contractor’s breach of this Agreement
• Contractor’s violation of applicable laws or professional standards

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7. Confidential Information

During the course of working with Lift NYC, Contractor may become aware of confidential information including but not limited to:

• client identities and contact information
• training programs and records
• pricing structures
• business strategies
• operational procedures

Contractor agrees not to disclose or use such information for any purpose outside the scope of services performed for Lift NYC.

This obligation continues after the end of this Agreement.

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8. Ownership of Work Product

Any written programs, materials, systems, documents, or content created specifically for Lift NYC clients or operations during the term of this Agreement shall be the property of Lift NYC.

Contractor retains the right to use general training knowledge, skills, and experience in future work.

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9. Non-Solicitation of Clients

Contractor acknowledges that Lift NYC invests significant time and resources into developing and maintaining relationships with its clients.

Contractor agrees that during the term of this Agreement and for twelve (12) months following termination, Contractor will not directly or indirectly:

• solicit
• divert
• attempt to solicit or divert

any client of Lift NYC for the purpose of providing fitness services outside of Lift NYC.

This restriction applies to any client that Contractor trained, interacted with, or became aware of through Lift NYC.

Contractor further agrees that during this twelve-month period Contractor will not accept or provide services to any Lift NYC client outside of Lift NYC if the relationship between Contractor and the client originated through Lift NYC.

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10. Non-Solicitation of Staff

Contractor agrees that during the term of this Agreement and for twelve (12) months following termination, Contractor will not recruit, hire, or attempt to recruit any trainer, instructor, or contractor of Lift NYC.

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11. No Competing Studio While Engaged

During the term of this Agreement, Contractor shall not establish, own, operate, or materially participate in the creation of any fitness studio, personal training studio, Pilates studio, or group fitness facility offering services substantially similar to those offered by Lift NYC that is located within a two (2) mile radius of any Lift NYC location.

This restriction applies only during the term of this Agreement.

Nothing in this section prevents Contractor from:

• working at other gyms
• training private clients
• providing services at other locations

provided Contractor does not solicit Lift NYC clients.

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12. Client Relationships and Bookings

All client relationships established through Lift NYC, including clients introduced to Contractor through Lift NYC or who book sessions through Lift NYC systems, are considered clients of Lift NYC.

Contractor agrees that all training sessions involving Lift NYC clients must be scheduled and conducted through Lift NYC unless otherwise authorized by Lift NYC.

Contractor shall not attempt to redirect Lift NYC clients to private training arrangements outside of Lift NYC.

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13. No Circumvention of Lift NYC

Contractor agrees not to take any actions intended to circumvent Lift NYC’s role in facilitating training services between Contractor and Lift NYC clients.

This includes, but is not limited to:

• arranging private sessions with Lift NYC clients outside the facility
• directing clients to pay Contractor directly for services originally initiated through Lift NYC
• encouraging clients to discontinue services with Lift NYC in order to train with Contractor elsewhere

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14. Return of Property

Upon termination of this Agreement, Contractor agrees to return all materials belonging to Lift NYC including:

• client lists
• training records
• documents and digital files
• facility access credentials

Contractor shall not retain copies of confidential materials.

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15. Termination

Either party may terminate this Agreement at any time, with or without cause.

The provisions relating to confidentiality, non-solicitation, indemnification, and ownership shall survive termination.

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16. Remedies

Contractor acknowledges that violation of the confidentiality or non-solicitation provisions of this Agreement may cause irreparable harm to Lift NYC.

Lift NYC shall be entitled to seek injunctive relief and other remedies available under law.

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17. Attorney’s Fees

If Lift NYC must take legal action to enforce this Agreement, Lift NYC shall be entitled to recover reasonable attorney’s fees and legal costs.

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18. Governing Law

This Agreement shall be governed by the laws of the State of New York.

Any disputes arising from this Agreement shall be resolved in the state or federal courts located in New York County, New York.

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19. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

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20. Entire Agreement

This Agreement represents the entire understanding between the parties and supersedes all prior discussions or agreements.

This Agreement may only be modified in writing signed by both parties.

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21. Electronic Agreement and Signature

Contractor acknowledges that this Agreement may be presented and executed electronically.

By submitting this form and signing electronically, Contractor agrees that:

• the electronic signature is legally binding
• the electronic form constitutes a valid written agreement
• this Agreement shall have the same force and effect as a signed physical document.