Total Family Management

PARTICIPANT ACKNOWLEDGEMENT AND WAIVER

This Acknowledgement and Waiver (this “Agreement”) is made effective immediately by Total Family Management, LLC, a Maryland limited liability company (“TFM”), and Client Participants (“Participant”).

Recitals

WHEREAS, the TFM and the “Participant” are parties to that certain Master Services Agreement (the “Master Agreement”), pursuant to which the Company has agreed to pay an annual fee to TFM in exchange for TFM providing Participant with certain consulting and administrative services (the “Services”).

WHEREAS, as a condition precedent to providing the Services to the Participant, TFM requires that Participant understand, acknowledge, and agree to the terms of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties heretofore to agree as follows:

Services. TFM shall serve as a consultant and shall provide the Services to Participant, and Participant shall accept the benefit of the Services in exchange for the waiver and release set forth into in this Agreement and any additional consideration as set forth in writing and signed by the parties hereto. The parties hereto acknowledge and agree that the Services provided by TFM to Participant shall exclusively consist of consulting and administrative services and that such Services shall not constitute financial, legal, accounting, medical, and/or any other professional opinion or advice. Participant should contact Participant’s attorney, financial advisor, accountant, or medical provider to obtain advice with respect to any particular issue or problem. The Services consist of a platform through which Participant may organize and access information Participant deems useful. Any information or assistance obtained by Participant in connection with the Services does not include or constitute an opinion or the professional advice of TFM or any individual acting on behalf of TFM.
Waiver and Release. Participant hereby expressly waives and releases any and all claims, now known or hereafter known, against TFM, the Company, and their respective officers, managers, members, employees, agents, affiliates, successors, and assigns (collectively, “Releasees”) on account of personal or psychological injury, illness, pain, suffering, disability, death, property damage, or financial loss arising out of or attributable to the Services, whether arising out of the ordinary negligence of TFM or any Releasees or otherwise. Participant covenants not to make or bring any such claim against TFM or any other Releasee, and forever releases and discharges TFM and all other Releasees from liability under such claims. This waiver and release does not extend to claims for willful misconduct or any other liabilities that Maryland law does not permit to be released by agreement.
Indemnification. In the performance of Services, TFM shall be obligated to act only in good faith, and shall not be liable to Participant for errors in judgment that are not the result of willful misconduct. Participant agrees to indemnify and hold TFM harmless from and against any and all losses, claims, expenses, damages or liabilities, joint or several, to which TFM may become subject (including the costs of any investigation and all reasonable attorneys‘ fees and costs) or incurred by TFM, to the fullest extent lawful, in connection with any pending or threatened litigation, legal claim, or proceeding arising out of or in connection with the Services; provided, however, that the foregoing indemnity shall not apply to any such losses, claims, related expenses, damages, or liabilities arising out of or in connection with TFM‘s willful misconduct or fraud, or material breach this Agreement. The terms and provisions of this Section 3 shall survive termination or expiration of this Agreement.
Confidential Information.
1. As used in this Agreement, “Confidential Information” means any and all confidential or proprietary technical, trade, business and personal information furnished, in any medium, or disclosed in any form or method, including orally, by Participant to TFM, or discovered by TFM through any means, including observation, including, but not limited to, information about Participant‘s businesses and personal and business relationships; financial data, medical data, and such other information normally understood to be confidential or otherwise designated as such in writing by Participant, as well as information discerned from, based on or relating to any of the foregoing which may be prepared or created by TFM. “Confidential Information” shall not include: (i) information that is publicly available as of the date of this Agreement; or (ii) information that subsequently becomes publicly available or generally known through no fault of TFM, provided that such information shall be deemed Confidential Information until such time as it becomes publicly available or generally known.
2. TFM shall retain all Confidential Information in trust for the sole benefit of Participant, its successors and assigns, and shall comply with any and all procedures adopted from time to time to protect and preserve the confidentiality of any Confidential Information. TFM shall not at any time, during or after the term of this Agreement, directly or indirectly, divulge, use or permit the use of any Confidential Information, except as required by the Services. TFM agrees to employ reasonable steps to protect Confidential Information from unauthorized or inadvertent disclosure. Upon Participant‘s request, TFM shall promptly return any and all tangible Confidential Information (whether written or electronic) to Participant.
3. TFM employs mandatory reports, and therefore, limitations of Participant-held confidentiality exist and are itemized below:
  1. If a Participant threatens or attempts to commit suicide or otherwise conducts him/herself in a manner in which there is a substantial risk of incurring serious bodily harm.
  2. If a Participant threatens grave bodily harm or death to another person.
  3. If a TFM mandatory reporter has a reasonable suspicion that a Participant or other named victim is the perpetrator, observer of, or actual victim of physical, emotional or sexual abuse of children under the age of 18 years or of an elderly person.
  4. If a court of law issues a legitimate subpoena for information stated on the subpoena.
4. The Participant understands that virtual platforms and meetings present a risk to confidentiality, and consents to
5. Therapeutic Disclosure.
  1. Some TFM products include therapeutic interventions. The Participant understands that TFM does not offer family and marriage therapy. Therapeutic interventions are offered as a part of TFM’s family consulting and should not be interpreted as clinical mental health guidance.
  2. The Participant acknowledges that there are no guarantees of outcome from TFM. The Participant acknoweldges that the risks of therapeutic interventions may include increased negative feelings such as sadness, guilt, anger, frustration and helplessness.
6. Other Relationships. Participant acknowledges that TFM may offer consulting services of the type contemplated by this Agreement to others, and that, subject to the provisions of this Section 5, nothing contained herein shall be construed to limit or restrict TFM in providing such services to others.
7. Parties in Interest. This Agreement is made solely for the benefit of TFM and Participant. No other person shall acquire or have any right under or by virtue of this Agreement.
8. Entire Agreement; Amendments; Severability; Counterparts. This Agreement constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the matters set forth in this Agreement. No provision of this Agreement may be amended, modified, or waived, except in a writing signed by the parties hereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, and if any restriction in this Agreement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. This Agreement may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument.
9. Applicable Law; Jurisdiction. This Agreement shall be interpreted and construed in accordance with the laws of the State of Maryland. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the laws of the State of Maryland, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Any action arising out of this agreement shall be brought exclusively in a court of competent jurisdiction located in Baltimore County, Maryland.
10. Authority. This Agreement has been duly authorized, executed and delivered by and on behalf of Participant and TFM.
11. PARTICIPANT ACKNOWLEDGES THAT PARTICIPANT HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT PARTICIPANT IS VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE TFM AND THE RELEASEES.

PARTICIPANT ACKNOWLEDGEMENT AND WAIVER

Recitals

WHEREAS, as a condition precedent to providing the Services to the Participant, TFM requires that Participant understand, acknowledge, and agree to the terms of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties heretofore to agree as follows:

Services. TFM shall serve as a consultant and shall provide the Services to Participant, and Participant shall accept the benefit of the Services in exchange for the waiver and release set forth into in this Agreement and any additional consideration as set forth in writing and signed by the parties hereto. The parties hereto acknowledge and agree that the Services provided by TFM to Participant shall exclusively consist of consulting and administrative services and that such Services shall not constitute financial, legal, accounting, medical, and/or any other professional opinion or advice. Participant should contact Participant’s attorney, financial advisor, accountant, or medical provider to obtain advice with respect to any particular issue or problem. The Services consist of a platform through which Participant may organize and access information Participant deems useful. Any information or assistance obtained by Participant in connection with the Services does not include or constitute an opinion or the professional advice of TFM or any individual acting on behalf of TFM.
Waiver and Release. Participant hereby expressly waives and releases any and all claims, now known or hereafter known, against TFM, the Company, and their respective officers, managers, members, employees, agents, affiliates, successors, and assigns (collectively, “Releasees”) on account of personal or psychological injury, illness, pain, suffering, disability, death, property damage, or financial loss arising out of or attributable to the Services, whether arising out of the ordinary negligence of TFM or any Releasees or otherwise. Participant covenants not to make or bring any such claim against TFM or any other Releasee, and forever releases and discharges TFM and all other Releasees from liability under such claims. This waiver and release does not extend to claims for willful misconduct or any other liabilities that Maryland law does not permit to be released by agreement.
Indemnification. In the performance of Services, TFM shall be obligated to act only in good faith, and shall not be liable to Participant for errors in judgment that are not the result of willful misconduct. Participant agrees to indemnify and hold TFM harmless from and against any and all losses, claims, expenses, damages or liabilities, joint or several, to which TFM may become subject (including the costs of any investigation and all reasonable attorneys‘ fees and costs) or incurred by TFM, to the fullest extent lawful, in connection with any pending or threatened litigation, legal claim, or proceeding arising out of or in connection with the Services; provided, however, that the foregoing indemnity shall not apply to any such losses, claims, related expenses, damages, or liabilities arising out of or in connection with TFM‘s willful misconduct or fraud, or material breach this Agreement. The terms and provisions of this Section 3 shall survive termination or expiration of this Agreement.
Confidential Information.
1. As used in this Agreement, “Confidential Information” means any and all confidential or proprietary technical, trade, business and personal information furnished, in any medium, or disclosed in any form or method, including orally, by Participant to TFM, or discovered by TFM through any means, including observation, including, but not limited to, information about Participant‘s businesses and personal and business relationships; financial data, medical data, and such other information normally understood to be confidential or otherwise designated as such in writing by Participant, as well as information discerned from, based on or relating to any of the foregoing which may be prepared or created by TFM. “Confidential Information” shall not include: (i) information that is publicly available as of the date of this Agreement; or (ii) information that subsequently becomes publicly available or generally known through no fault of TFM, provided that such information shall be deemed Confidential Information until such time as it becomes publicly available or generally known.
2. TFM shall retain all Confidential Information in trust for the sole benefit of Participant, its successors and assigns, and shall comply with any and all procedures adopted from time to time to protect and preserve the confidentiality of any Confidential Information. TFM shall not at any time, during or after the term of this Agreement, directly or indirectly, divulge, use or permit the use of any Confidential Information, except as required by the Services. TFM agrees to employ reasonable steps to protect Confidential Information from unauthorized or inadvertent disclosure. Upon Participant‘s request, TFM shall promptly return any and all tangible Confidential Information (whether written or electronic) to Participant.
3. TFM employs mandatory reports, and therefore, limitations of Participant-held confidentiality exist and are itemized below:
  1. If a Participant threatens or attempts to commit suicide or otherwise conducts him/herself in a manner in which there is a substantial risk of incurring serious bodily harm.
  2. If a Participant threatens grave bodily harm or death to another person.
  3. If a TFM mandatory reporter has a reasonable suspicion that a Participant or other named victim is the perpetrator, observer of, or actual victim of physical, emotional or sexual abuse of children under the age of 18 years or of an elderly person.
  4. If a court of law issues a legitimate subpoena for information stated on the subpoena.
4. The Participant understands that virtual platforms and meetings present a risk to confidentiality, and consents to
5. Therapeutic Disclosure.
  1. Some TFM products include therapeutic interventions. The Participant understands that TFM does not offer family and marriage therapy. Therapeutic interventions are offered as a part of TFM’s family consulting and should not be interpreted as clinical mental health guidance.
  2. The Participant acknowledges that there are no guarantees of outcome from TFM. The Participant acknoweldges that the risks of therapeutic interventions may include increased negative feelings such as sadness, guilt, anger, frustration and helplessness.
6. Other Relationships. Participant acknowledges that TFM may offer consulting services of the type contemplated by this Agreement to others, and that, subject to the provisions of this Section 5, nothing contained herein shall be construed to limit or restrict TFM in providing such services to others.
7. Parties in Interest. This Agreement is made solely for the benefit of TFM and Participant. No other person shall acquire or have any right under or by virtue of this Agreement.
8. Entire Agreement; Amendments; Severability; Counterparts. This Agreement constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the matters set forth in this Agreement. No provision of this Agreement may be amended, modified, or waived, except in a writing signed by the parties hereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, and if any restriction in this Agreement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. This Agreement may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument.
9. Applicable Law; Jurisdiction. This Agreement shall be interpreted and construed in accordance with the laws of the State of Maryland. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the laws of the State of Maryland, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Any action arising out of this agreement shall be brought exclusively in a court of competent jurisdiction located in Baltimore County, Maryland.
10. Authority. This Agreement has been duly authorized, executed and delivered by and on behalf of Participant and TFM.
11. PARTICIPANT ACKNOWLEDGES THAT PARTICIPANT HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT PARTICIPANT IS VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE TFM AND THE RELEASEES.