Stable Management : Private trainers should immediately alert Stable management of any issues….

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Print Name: (Client/Owner) Date Print Name: (Private Trainer) Date NPHH1:35790.10-TBF-(APE) 029888-00015 “Exhibit 1” Longfield Stables Equestrian Center Private Trainer Rules Any services performed by and fees paid to the Private Trainer shall be between the Owner and/or temporary guest arranging such services and the Private Trainer.

These services shall not involve any contract to perform services on behalf of or in conjunction with Longfield Stables.

Services provided shall be limited to lessons and training only.

All exercising, hand walking, lunging, grooming, etc.

Shall be provided by Longfield Stables.

Private trainers shall maintain a professional appearance, and dress appropriately for the discipline being instructed.

On occasions where multiple lessons are being conducted in the same area, instructors will work professionally to ensure equal use of the arena or riding area.

Crowding out or unprofessional behavior toward other instructors will not be tolerated.

Clients riding their own horses should be warmly welcomed to use the arena while lessons are being conducted and proper arena and riding etiquette should be practiced by all parties.

Private trainers should immediately alert Stable management of any issues with equipment, horses or facility.

Longfield Stables shall provide the Private Trainer with a complete copy of the Stable Rules, and Trainer shall agree to abide by the terms and conditions set forth in the Stable Rules by signing such document.

The Stable Rules obligate the Private Trainer to provide a certificate of appropriate insurance coverage upon request by Longfield Stables.

Longfield Stables reserves the right to charge a fee to the Private Trainer for services performed on the property on behalf of the Owner and/or temporary guest.

The following fees shall be charged by Longfield Stables: $15 per rider/horse per lesson/training session (Training sessions include ground work, under saddle training, trailer training, etc.

Longfield Stables reserves the right to terminate the rights of the Private Trainer to access and/or enter the Stable property at any time in its sole discretion for any legitimate and/or reasonable business purpose.

Private Trainer agrees to maintain a positive, professional demeanor and will continually strive to provide exceptional customer service to clients and guests of Longfield Stables and Palmetto Bluff.

In exchange for Longfield Stables’ willingness to permit the Owner and/or temporary guest to bring the Private Trainer to the Stable property, and as consideration for Private Trainer’s opportunity to access and utilize the Stable property for such purposes, the Private Trainer must agree to abide by the following provisions concerning non-solicitation and non-disclosure of confidential information: NPHH1:35790.10-TBF-(APE) 029888-00015 A.

NON-SOLICITATION OF PERSONNEL AND CLIENTS.

During any period of service by the Private Trainer on behalf of Owner and/or any other temporary guest, and for a period of two (2) years following termination of Private Trainer’s services, the Private Trainer shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, (i) any employee of the Stable to leave employment with the Stable for any reason, or (ii) any client, customer, property owner and/or member of the Stable to terminate its business relationship with the Stable, or(iii) any new or additional business from current clients or property owners of Longfield Stables and/or Palmetto Bluff.

B.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. i.

For purposes of this Agreement, Confidential Information refers to any information that has been developed or obtained by, or disclosed to, Private Trainer in connection with services performed on behalf of an Owner and/or temporary guest at any time.

Confidential Information shall mean all information that derives economic or other commercial value from not being generally known to, or not being readily ascertainable by proper means by, another person who might obtain economic or other commercial value from its unauthorized disclosure or use and which is the subject of efforts that are reasonable under the circumstances (including the use of agreements, such as this Agreement, to restrict disclosure or use) to maintain its confidentiality, including, without limitation, the following: the Stable’s client and/or customer lists, including, but not limited to, Longfield Stables’ property owners and members; contact information for any of the Stable’s clients, customers, property owners and/or members; pricing information including boarding, training and/or other equestrian costs and fee schedules; travel and/or training schedules of Longfield Stables’ employees, property owners, members, and others; operational expertise, financial and tax data, employee information including any employee handbook and/or policy manual, payroll information, vendor lists, inventory procedures and status, quality control procedures, quality control records and issues, plans for projects and future projects, sales and marketing materials and methods, and marketing strategies and information.

Confidential Information shall not include such information as is generally known in the public domain in the same accumulated form possessed by the Stables.

Ii.

Private Trainer acknowledges that: (1) the Confidential Information is the property of the Stable; (2) the use, misappropriation, or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Stable; and (3) it is essential to the protection of the Stable’s good will and to the maintenance of the Stable’s competitive position that the Confidential Information be kept secret and that Private Trainer not disclose the Confidential Information to others or use the Confidential Information to Private Trainer’s own advantage or the advantage of others.

Iii.

Private Trainer agrees to hold and safeguard the Confidential Information in trust for the Stable, its successors and assigns, and agrees that Private Trainer shall not, without the prior written consent of the Private Trainer, directly or indirectly, use, or assist anyone to make use of, disclose, or make available to anyone for use outside the Stable’s organization the Confidential Information, whether or not developed by Private Trainer, except as required in the performance of Private Trainer’s services for the Owner and/or temporary guest.

These restrictions shall apply to the Private Trainer at all times, both during Private Trainer’s performance of services at the Stable and subsequent to the termination of Private Trainer’s services for any reason.

These restrictions shall be in addition to and not in limitation of the rights of the Stable under the South Carolina Trade Secrets Act or any similar law NPHH1:35790.10-TBF-(APE) 029888-00015 protecting trade secrets and confidential business information.

These restrictions shall not prohibit disclosure of Confidential Information to a court or governmental agency to the limited extent required pursuant to an applicable law, regulation, or order of a court of competent jurisdiction, after notice to the Stable.

Iv.

Upon the termination of Private Trainer’s services by Owner or temporary guest for any reason, Private Trainer shall promptly deliver to the Stable any and all documents, materials, equipment or any other items in Private Trainer’s possession concerning the Stable and/or its clients, customers or personnel, and any and all other documents or materials containing or constituting Confidential Information, including but not limited to all correspondence, manuals, letters, customer, client and/or medical provider lists, pricing information, notes, notebooks, reports, flow-charts, programs, and proposals, and any copies thereof.

C.

REASONABLENESS OF RESTRICTIONS. i.

Private Trainer has carefully read and considered the above Paragraphs and, having done so, agrees that the restrictions set forth in those Paragraphs, including, but not limited to, the time period and scope of restriction are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Stable.

Ii.

Private Trainer’s experience and capabilities are such that the restrictive covenants set forth above will not prevent Private Trainer from earning an adequate livelihood if such provisions are specifically enforced against Private Trainer.

Iii.

In the event that any of the above provisions of or any parts or sub-parts thereof shall be held to be invalid or unenforceable, the remaining provisions, parts or sub-parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable provisions, parts or sub-parts had not been included therein, without regard to the resultant grammatical correctness of the remaining provisions, parts, or sub-parts.

In the event that the time period or scope of restriction set forth above are declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, it is the parties’ express intention that the time period, geographical area, or scope of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum restriction in such regard, and the restriction shall remain enforceable to the fullest extent deemed reasonable by such court.

Any such court is also hereby expressly authorized and directed by the parties to enforce any otherwise invalid or unenforceable provision, part, or sub-part of this Agreement in part, to a degree, or otherwise in a manner and to the extent that renders the provision, part, or sub-part valid and enforceable.

D.

REMEDIES.

I.

In the event of a breach or threatened breach by Private Trainer of any of the above provision, the Stable, in addition to, and not in limitation of, any other rights, remedies, or damages available at law or in equity, shall be entitled to obtain (without the necessity of posting a bond) a temporary restraining order, preliminary injunction, and permanent injunction, or specific performance, in order to prevent or restrain any such breach by Private Trainer or any persons within Private Trainer’s control or any persons directly or indirectly acting for or with Private Trainer.

Private Trainer acknowledges that in the event of any breach by Private Trainer of the covenants set forth in this NPHH1:35790.10-TBF-(APE) 029888-00015 Agreement, the Stable will suffer immediate and irreparable harm for which the remedy of monetary damages alone will be inadequate.

For purposes of injunctive or similar equitable relief, the time periods of restrictions set forth above shall be extended by a period of time equal to the period of time during which Private Trainer shall have been violating this Agreement.

Ii.

Private Trainer agrees that if Private Trainer shall violate any of Private Trainer’s covenants or agreements contained herein, the Stable shall be entitled to: (1) an accounting and repayment of all profits, compensation, commissions, remuneration, or other benefits that Private Trainer directly or indirectly realized and/or may realize as a result of, growing out of, or in connection with, any such violation; (2) recover lost profits or other actual damages incurred by the Stable or its affiliates as a result of any such violation; (3) any injunctive or other equitable relief to which the Stable is or may be entitled at law, in equity, or under this Agreement; (4) set off or recoup against payments due to Private Trainer by the Stable (to the fullest extent permitted by law); and (5) exercise its other rights respecting a breach of this Agreement. STABLE: LONGFIELD STABLES EQUESTRIAN CENTER By: Palmetto Bluff Operations, LLC, a South Carolina limited liability company Its: Owner By: Its: OWNER: ____________________________________ PRIVATE TRAINER: _____________________________________ Date: ___________________________ Date: ___________________________

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