CANNELLA FARMS OWNER/RIDER WAIVER NDA(required by all)

CANNELLA FARMS/HORSES BY D-RELEASE OF LIABILITY

OWNER/RIDER

HEREBY WITNESS THIS AGREEMENT dated on this day time Date & stamped by email/web correspondence

hereinafter referred to as RIDER. For consideration received, and in return for the use, today and on all future dates of the property, facilities and services of Manager, Rider, Rider's heirs, assigns, and representatives, hereby agree as follows:

1. Inherent Risks and Assumption of Risk. The undersigned acknowledges there are inherent risks associated with equine activities such as described below, and hereby expressly assumes all risks associated with participating in such activities. The inherent risks include, but are not limited to the propensity of equines to behave in ways such as, running, bucking, biting, kicking, shying, stumbling, rearing, falling or stepping on, that may result in an injury, harm or death to persons on or around them; the unpredictability

of equines reaction to such things as sounds, sudden movement and unfamiliar objects, persons or other animals; certain hazards such as surface and subsurface conditions; collisions with other animals; the limited availability of emergency medical care; and the potential of a participant to act in a negligent manner that may contribute to injury to the participant or others, such as failing to maintain control over the animal or not acting within such participants ability.

Rider acknowledges that horses, by their very nature are unpredictable and subject to animal whim. Rider assumes all risks in connection therewith, and expressly waives any claims for any injury or loss arising there from. Rider agrees to abide by and follow

Manager's rules and regulations which shall be posted and/or available from time to time. Rider further acknowledges that the behavior of any animal is contingent to some extent upon the ability of Rider. Rider assumes all risks there for and warrants a full and fair disclosure of Rider's abilities has been made to Manager.

Rider expressly releases Manager from any and all claims for personal injury or property damage, even if caused by negligence (if allowed by the laws of this State) by Manager or its representatives, agents or employees.

WARNING

RIDER is advised that there are inherent risks, including the risk of serious injury or death, while engaging in equine activities. By engaging in equine activities and in accordance with the terms of this agreement, I hereby assume all risks of injury or death.

2. Rider agrees to hold harmless, indemnify and defend Manager against, and hold harmless from, any and all claims, demands, causes of action, damages, judgments, orders, costs or expenses, including attorney's fees, whether actually incurred or not, which may in any way arise from or be in any way connected with Rider's use of or presence upon the property of Manager and the facilities located thereon.

3. In the event Rider is using Rider's own horse, or a horse(s) not owned by Manager, Rider warrants said horse(s) shall be free from infection, contagious or transmittable diseases. Manager reserves the right to refuse access or use of any horse upon the premises that does not appear to Manager to be in good health, or is deemed dangerous or undesirable.

4. Any action brought under this agreement shall be brought within one (1) year of the incident or accident giving rise to said claim. Rider agrees that damages shall be limited to $250 for property damage, actual expenses incurred, and a maximum of $5,000 for damages such as pain and suffering.

5. Rider agrees to waive the protection of any applicable statutes in this jurisdiction whose purpose, substance and/or effect is to provide that a general release shall not extend to claims, material or otherwise, which the person giving the release does not know or suspect to exist at the time of executing said release.

I will fully inspect the stall and turnout designated for my horse during his/her stay in will only leave horse for training or stay if I am satisfied and have found these areas to be 100 % safe and acceptable.  I agree to pay all expenses associated with the keeping of this horse during the time of its stay.   I hold harmless Cannella Farms Inc., employees, and agents from any and all claim, liability, responsibility and damage, or any cost or expenses in the event my horse hurts himself or becomes ill during his stay.  

I will supply Cannella Farms Inc., with the name and contact information of my chosen veterinarian and I authorize Cannella Farms Inc. to contact and have the above veterinarian respond to care for my horse in the event it is determined necessary by a representative of Cannella Farms Inc. I agree to pay any and all veterinarian bills related to any care rendered by veterinarian.

 I understand and agree to all the above information provided by Cannella Farms and on behalf of Any Guest, Rider, Trainer, Caretaker or Boarder who has affixed signatures and/or email confirmation.  By signing, Manager and Rider hereby abide to these liability precautions. 

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT ("the Agreement") dated on this day time Date & stamped by email correspondence

BETWEEN:

Cannella Farms Inc., Horses by D/Denise Smith or any other affiliates of Cannella Farms Inc.

105 Sportsmen St. Central Islip, NY 11722, USA
(the "Information Provider")

OF THE FIRST PART

- AND -

____________________________________________________________
(the "Recipient")

OF THE SECOND PART

BACKGROUND:

1. The Information Provider and the Recipient desire to enter into a confidentiality agreement with regard to: At no time at all (the "Permitted Purpose").

2. In connection with the Permitted Purpose, the Recipient will receive certain confidential information (the 'Confidential Information').

IN CONSIDERATION OF and as a condition of the Information Provider providing the Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

1. Confidential Information All written and oral information and materials disclosed or provided by the Information Provider to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient.

2. 'Confidential Information' means all data and information relating to the Information Provider, including but not limited to, the following:
   
   

1. 'Business Operations' which includes internal personnel and financial information of the Information Provider, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Information Provider, and the manner and methods of conducting the Information Provider's business;

2. 'Customer Information' which includes names of customers of the Information Provider, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Information Provider;

3. 'Intellectual Property' which includes information relating to the Information Provider's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);

4. 'Service Information' which includes all data and information relating to the services provided by the Information Provider, including but not limited to, plans, schedules, manpower, inspection, and training information;

5. 'Product Information' which includes all specifications for products of the Information Provider as well as work product resulting from or related to work or projects of the Information Provider, of any type or form in any stage of actual or anticipated research and development;

6. 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Information Provider, including but not limited to, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;

7. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Information Provider;

8. 'Marketing and Development Information' which includes marketing and development plans of the Information Provider, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Information Provider which have been or are being discussed;

9. 'Computer Technology' which includes all scientific and technical information or material of the Information Provider, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;

10. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Information Provider, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and

11. Confidential Information will also include any information that has been disclosed by a third party to the Information Provider and is protected by a non-disclosure agreement entered into between the third party and the Information Provider.

3. Confidential Information will not include the following information:
   
   

1. Information that is generally known in the industry of the Information Provider;

2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;

3. Information rightly in the possession of the Recipient prior to the disclosure to the Recipient by the Information Provider;

4. Information that is independently created by the Recipient without direct or indirect use of the Confidential Information; or

5. Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
3. Obligations of Non-Disclosure Except as otherwise provided in this Agreement, the Recipient must not disclose the Confidential Information.

5. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any associated affiliates or subsidiaries.

6. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.

7. The Recipient may disclose any of the Confidential Information:
   
   

1. to such employees, agents, representatives and advisors of the Recipient that have a need to know for the Permitted Purpose provided that:
   
   

1. the Recipient has informed such personnel of the confidential nature of the Confidential Information;

2. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Recipient;

3. the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and

4. the Recipient agrees to be responsible for and indemnify the Information Provider for any breach of this Agreement by their personnel.

2. to a third party where the Information Provider has consented in writing to such disclosure; and

3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.

8. The Recipient agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
9. Non-SolicitationThe Recipient, their affiliates, subsidiaries and representatives will not, from the date of this Agreement for a period of six months, directly or indirectly solicit for employment or employ any person who is now employed or retained by the Information Provider or any affiliate of the Information Provider without the prior written consent of the Information Provider.

9. Non-Competition

10. Other than with the express written consent of the Information Provider, which consent may not be unreasonably withheld, the Recipient will not, from the date of this Agreement for a period of one year, be directly or indirectly involved with a business which is in direct competition with the business lines of the Information Provider that are the subject of this Agreement.

11. From the date of this Agreement for a period of one year, the Recipient will not divert or attempt to divert from the Information Provider any business the Information Provider had enjoyed, solicited, or attempted to solicit, from its customers, at the time the parties entered into this Agreement.
12. Ownership and Title Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Information Provider.
13. Remedies The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Information Provider. Accordingly, the Recipient agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
14. Return of Confidential Information The Information Provider may at any time request the return of all Confidential Information from the Recipient. Upon the request of the Information Provider, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will:
    
    

1. return all Confidential Information to the Information Provider;

2. provide a certificate to the Information Provider to the effect that the Recipient has returned all Confidential Information to the Information Provider.
14. Notices In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively to waive the Recipient's compliance with the provisions of this Agreement in regards to the request.

16. If the Recipient loses or makes unauthorized disclosure of any of the Confidential Information, the Recipient will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

17. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

18. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    
    

1. Name: Cannella Farms
   Address: 105 sportsman st. Central Islip, NY 11722, USA

2. Name: Any Guest, Rider, Trainer, Caretaker or Boarder
   Address: ____________________________________________________________
18. Representations In providing the Confidential Information, the Information Provider makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.
19. Termination Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
20. Assignment Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

21. Amendments

22. This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the Recipient.
23. Governing Law This Agreement will be construed in accordance with and governed by the laws of the State of New York.
24. General Provisions Time is of the essence in this Agreement.

25. This Agreement may be executed in counterpart.

26. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

27. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

28. The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient.

29. The Information Provider and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Information Provider and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give the Information Provider the broadest possible protection against disclosure of the Confidential Information.

30. No failure or delay by the Information Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

31. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Information Provider and the Recipient.

32. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
33. The privacy of ALL of our guests is important. Cannella Farms Inc. Has the right to refund and my require any of the named parties to leave the property if terms are not met.

  I understand and agree to all the above information provided by Cannella Farms Horses and By D-Denise Smith and on behalf of Any Guest, Rider, Trainer, Caretaker or Boarder who has affixed signatures and/or email confirmation.  ______________________________________