Karas Lawsuit

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
COUNTY DEPARTMENT, CHANCERY DIVISION
JIM KARAS PERSONAL TRAINING, LLC,

doing business as Jim Karas Intelligent Fitness &
Wellness, an Illinois Limited Liability Company,
Plaintiff,
vs.
Case No.:
JOSH LUCK, ASHLEY VAIL, RYAN DOODY,

and PRACTICE CHICAGO, LLC, doing business
as Practice Fitness and Wellness Coaching, an
Illinois Limited Liability company,
Defendants,
and
PHILIP CHUNG and THOMAS S. SOULELES,
Respondents in Discovery.
VERIFIED COMPLAINT
Plaintiff JIM KARAS PERSONAL TRAINING, LLC, doing business as Jim Karas
Intelligent Fitness & Wellness ("JKPT"), for its VERIFIED COMPLAINT against Defendants
JOSH LUCK ("LUCK"), ASHLEY VAIL ("VAIL"), RYAN DOODY ("DOODY"), and
PRACTICE CHICAGO, LLC", doing business as Practice Fitness and Wellness Coaching
("PRACTICE CHICAGO"), states as follows:
Nature of the Case
1. This is an action by JKPT, an elite and comprehensive personal fitness training
firm based in Chicago, Illinois, to enforce its restrictive covenant agreements with Defendants
Luck, Vail, and Doody, three of its most highly skilled personal trainers and team directors, that
barred them from competing for JKPT' s clients to whom they had provided personal training
services for a one-year period following their departures from JKPT.
2. This action is also brought against Practice Chicago, a competing personal fitness-
training firm, for tortiously interfering with those restrictive covenant agreements. Practice
Chicago was founded by Philip Chung, who until recently had served as President of JKPT, and
who as President had signed the restrictive covenant agreements with Defendants Luck, Vail and
Doody on behalf of JKPT.
3. Defendants' conduct has caused and is continuing to cause irreparable harm to
JKPT, as certain of JKPT's clients, as a result of Defendants' solicitations and acceptances of
their business, have left or are about to leave JKPT and have transferred or are about to transfer
their personal fitness training business to Practice Chicago. In order to enforce JKPT' s rights and
to prevent damages that such conduct has already caused from continuing, JKPT seeks a
preliminary and permanent injunction barring Defendants from soliciting, providing, or
accepting fitness training services business from the JKPT clients that Luck, Vail, and Doody
had regular contact with or personally serviced. JKPT also seeks damages suffered by JKPT as a
result of Defendants' conduct.
Parties
4. Plaintiff JKJ>T is an Illinois limited liability company, with its principal place of
business at 2669 N. Lincoln Ave., Chicago, Illinois 60614. JKPT provides elite and
comprehensive personal fitness training, dietary, and weight loss services to clients. Its owner
and founder, Jim Karas, is a nationally known weight loss and fitness expert, a #1 New York
Times best-selling author of six books, and a leading industry consultant. Because of its
reputation and accomplishments, JKPT has developed long-term, near-permanent relationships
2
with its clients, which include celebrities, professional athletes, and other notable individuals and
organizations.
5. On information and belief, Defendant Luck is an Illinois citizen who resides at
1059 West Oakdale, Apt. 3, Chicago, Illinois 60657. Prior to his separation, Luck was employed
by JKPT since October 1, 2012, as a personal fitness trainer based out of JKPT's Chicago
location. During his employment, he became JKPT's Director of Development. On January 27,
2018, he left JKPT to join Practice Chicago.
6. On information and belief, Defendant Vail is an Illinois citizen who resides at
2236 West Ohio Street, Chicago, Illinois 60612. Prior to her separation, Vail was employed by
JKPT since September 1, 2010, as a personal fitness trainer based out of JKPT' s Chicago
location. During her employment with JKPT, she became Chicago Director and a Team Leader
overseeing other trainers. On February 2, 2018, she left JKPT to join Practice Chicago.
7. On information and belief, Defendant Doody is an Illinois citizen who resides at
1402 Summit Drive, Lockport, Illinois 60441. Doody has been employed since November 13,
2013, by JKPT as a personal fitness trainer based out of both JKPT's current Chicago location,
as well as its former Westmont, Illinois location. During his employment with JKPT, he became
Director of Development after Luck left. He recently tendered his resignation of employment in
order to join Practice Chicago.
8. On information and belief, Defendant Practice Chicago is an Illinois limited
liability company, with its principal place of business at 2128 N. Halsted Street, Chicago, Illinois
60614. On information and belief, Practice Chicago provides the same or similar comprehensive
personal physical fitness training, dietary, and weight loss services to clients, as does JKPT.
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Practice Chicago's founder and managing member is Philip Chung who, until December 22,
2017, was employed by JKPT as its President.
9. On information and belief, Respondent in Discovery Philip Chung ("Chung") is
an Illinois citizen who resides at 2024 West Homer Street, Chicago, Illinois 60647.
10. On information and belief, Respondent in Discovery Thomas S. Souleles
("Souleles") is an Illinois citizen who resides at 1964 N. Burling Street, Chicago, Illinois 60614.
Jurisdiction and Venue
11. This Court has jurisdiction over Defendants Luck, Vail, and Doody as they are
citizens of this State. It also has jurisdiction over them pursuant to 735 ILCS 5/2-209, as the
claims against them arise out of the making or performing of a contract substantially connected
to Illinois, and the breach of said contract occurred within Illinois.
12. This Court has jurisdiction over Defendant Practice Chicago because, as a limited
liability company organized under the laws of the State of Illinois with its principal place of
business in Chicago, Illinois, it is a citizen of Illinois. The Court also has jurisdiction pursuant
to 735 ILCS 5/2-209, as the tortious acts committed by Practice Chicago from which this
litigation arises occurred within this jurisdiction.
13. Venue is appropriate pursuant to 735 ILCS 5/2-201, as the transactions out of
which the cause of action arose occurred in Cook County. Additionally, the restrictive covenant
agreements between JKPT and Luck, Vail, and Doody provide that exclusive venue for any
action arising out of the agreements shall be in the Circuit Court of Cook County, Illinois.
JKPT's Business
14. JKPT provides comprehensive personal fitness training services for clients,
employing unique workout routines innovated by its founder and owner, Jim Karas. Unlike other
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fitness-training providers, JKPT's approach is unique, as it favors strength training over classic
cardiovascular exercise, based upon his 2007 best seller, "The Cardio-Free Diet." JKPT also
offers clients related services, including manual therapy, massage therapy, rehabilitation,
cryotherapy, weight loss, and dietary services.
15. As a consequence of JKPT's innovative approach, it has grown since its founding
by Jim Karas 31 years ago into a successful enterprise, with high-profile clients that include
celebrities, professional athletes, and other notable individuals and organizations with whom it
has developed long-term relationships, many of which have continued for many years. JKPT has
built these lasting relationships by anticipating its clients' fitness needs and offering superior and
innovative personal training and group fitness programming and associated services.
16. In order to secure and maintain those relationships, JKPT, through Jim Karas'
personal efforts, spends large sums of money and devotes a great amount of time and effort
cultivating its clients and potential clients. The special relationships that JKPT has built with its
clients are among its primary assets.
1 7. JKPT has also compiled extensive databases of its clients, which not only include
their contact information with cell phone numbers, home addresses, e-mail addresses, birthdates,
heights, weights, and fitness levels, but also detailed profiles, including training programs,
preferences and goals, and personal training buying histories. JKPT' s business model is
dependent upon building and preserving relationships with its clients, and this information can be
used to encourage personal training clients to purchase additional training services.
18. This information is highly confidential and proprietary, and it is kept securely in
JKPT's computer database, which is password-protected and accessible only to JKPT personnel
who need this information to perform their jobs. While it might be possible to independently
5
recreate some of the contact information in the JKPT database, it would be fundamentally
incomplete because the buying histories, training programs, and other particularized personal
information contained within the database are not available to the public and cannot be
duplicated.
19. JKPT heavily invests in its personal trainers, as they are vital to the success of its
operations. It entrusts its personal trainers to deliver to its clients the fitness experience they
expect from the JKPT brand.
20. As part of that investment, JKPT educates its trainers in its innovative methods as
well as ongoing continuing education workshops and personal training forums as a benefit to
them. Accordingly, in order to become a top-level personal trainer at JKPT, a trainer must
undergo continuing education including, but not limited to, topics such as programming,
physiology, exercise science, kinesiology, psychology, rehabilitation of injuries and imbalances,
nutrition, and habit-based coaching, to name a few.
21. JKPT entrusts its clients with its personal trainers, taking into account the client's
personality, skill level, and objectives. Moreover, JKPT customizes every personal training
program to address that particular client's unique fitness profile, enabling the client to increase
his or her fitness level and reach the goals determined by JKPT.
22. Once a personal trainer begins a relationship with a client, it is likely to continue,
particularly with those trainers who have achieved a higher tier level of training in the JKPT
method.
23. Defendants Luck, Vail, and Doody were among those trainers at JKPT who had
reached the higher tier levels 2 or 3 in the JKPT method. As a result, JKPT assigned and
entrusted them with some of its choicest clients that Jim Karas had originated and cultivated
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through the expenditure of large amounts of time and resources. Luck, Vail, and Doody thereby
used JKPT' s goodwill to develop their own personal relationships with these assigned clients.
24. Prior to being assigned those clients by JKPT, neither Luck, Vail, nor Doody had
much, if any, personal familiarity and no relationship with them. Jim Karas introduced them to
these clients, and they each used the skills that JKPT had imparted to them in the JKPT personal
training method, which included bringing in numerous experts to specifically present them to the
JKPT staff, to build upon the already established goodwill with these clients.
The Employment Agreements
25. In order to protect its client relations and goodwill, as well as its confidential
client information, JKPT required all its trainers, including Defendants, to enter into restrictive
covenant agreements as a condition of their new or continued employment with the Company.
26. Defendants Luck, Vail, and Doody each signed one or more versions of a
restrictive covenant agreement as a condition of his/her employment or continued employment.
The most recent version that each signed, superseding any previous versions, was the Jim Karas
Personal Training, LLC Trainer Employment Agreement ("Employment Agreement"), revised as
of July 21, 2014.
27. A true and correct copy of Luck's Employment Agreement, entered into
September 9, 2014, is attached hereto as Exhibit A. A true and correct copy of Vail's
Employment Agreement, entered into July 22, 2014, is attached hereto as Exhibit B. (Vail then
went by the name Ashley Bankroft). A true and correct copy of Doody's Employment
Agreement, entered into July 22, 2014, is attached hereto as Exhibit C.
28. Chung signed each Employment Agreement on JKPT's behalf in his capacity as
President of the Company. (Exs. A, B, and C, at p. 7 of 7).
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29. In the "Background" section of their Employment Agreements, Luck, Vail, and
Doody acknowledged, in relevant part, that:
[A]fter years of innovative efforts and accomplishments, JKPT has: (1) developed
near permanent relationships with clients; (2) developed and owns intellectual
property, trade secrets and proprietary information related to the physical fitness
training industry; and (3) dedicated significant time, expense and otherwise
valuable investments into the development, retention, training and loyalty of its
employees and staff ...
Exs. A, B. and C, 3rd "Whereas," at p. 1 of 7.
30. In the "Duties" section of their Employment Agreements Luck, Vail, and Doody
each recognized his/her duty of loyalty to JKPT as follows:
a. Duty of Loyalty to JKPT. Employee shall use Employee's best

efforts toward performing services to JKPT. Employee shall not
work for, contract with or provide any benefit or service for any
competitor of JKPT while employed by JKPT. Employee shall not
support, endorse nor perform services for any project, enterprise,
entity, interest or cause that is contrary to the best interests of
JKPT. Employee shall neither work for nor provide services of any
kind for any client of JKPT other than through the performance of
Employee's duties under this Agreement, without the advance
written consent of JKPT. Any attempt by Employee to establish a
physical fitness relationship directly with client, excluding JKPT
as the service provider, whether initiated by Employee or the
client, is a violation of this Agreement.
Exs. A, B, and C, §7a, at p. 2 of 7.

31. Section 11 of their Employment Agreements, entitled "Non-Solicitation and Non-
Acceptance of JKPT Clients," contained the following post-employment prohibitions on Luck,
Vail, and Doody with respect to soliciting or accepting the business of JKPT clients:
... Employee agrees that during the term of this Agreement and for one (1) year
immediately following the termination of this Agreement, regardless of the reason
for termination:
a. Not to solicit, provide nor accept any physical fitness training
business, including but not limited to one-on-one and group
personal training, manual therapy, weight loss or dietary services
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business (collectively, "Physical Fitness Services") from any JKPT
Client. For purposes of this Paragraph, "JKPT Clients" include any
person or entity (if a business), residing or located in Cook, Lake,
or DuPage Counties, Illinois or the metropolitan New York City
area, to whom JKPT has provided any Physical Fitness Services at
any time between one (1) year preceding Employee's employment
by JKPT through the end of Employee's employment with JKPT.
Employee acknowledges and agrees that Employee will perform as
a member of a cooperative team of employees providing Physical
Fitness Services to JKPT Clients and that these non-solicitation
terms shall apply a JKPT Client regardless of whether Employee is
the most directly and/or frequently involved hands-on JKPT
service provider for any individual client or serving as a JKPT
team consultant for such a client.
b. Unless specifically identified by Employee and agreed by JKPT in

writing to be excluded from this covenant, any client(s) whom
Employee refers or introduces to JKPT who were clients of
Employee prior to employment with JKPT shall immediately
become JKPT Clients for purposes of this Agreement.
c. Not to encourage any JKPT Client to cease or reduce its business

with JKPT, nor perform any Physical Fitness Services for a JKPT
Client, regardless of whether said client initiated any contact with
Employee or such contact was initiated by Employee, and/or
regardless of whether a client claims to no longer desire doing
business with JKPT. ...
Exs. A, B, and C, § 11 at p. 5 of 7 ( emphasis supplied).
32. Section 12 of their Employment Agreements, entitled "Breach of Non-Solicitation
and Non-Acceptance Covenant," set forth the remedies for a breach of the Non-Solicitation and
Non-Acceptance provisions of those Employment Agreements. These included, inter alia, that in
the event the employee solicited or accepted business from clients, "JKPT wou\d suffer
irreparable injury and significant damages considering the lost or altered clients relationship(s),"
entitling JKPT to injunctive relief in order to cease and prevent such violation. Exs. A, B, and C,
§§12a and bat pp. 5-6 of 7.
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3 3. Section 12 of the Employment Agreements further provided that in the event of a
breach of the non-solicitation and non-acceptance covenant, JKPT would also be entitled to
liquidated damages equal to the total gross revenues earned by JKPT in the twelve (12) months
immediately preceding the breach for each JKPT client from whom the employee solicited or
accepted business. Exs. A, B, and C, § 12a. at p. 5 of 7.
34. Section 12 also required Luck, Vail, and Doody each to acknowledge that he/she
fully understood and voluntary agreed to the terms of Sections 11 and 12 of their Employment
Agreements "after reasonable and fair opportunity to consult Employee's independent legal
counsel prior to entering into this Agreement." To separately memorialize this
acknowledgement, they each signed their names and dated their signatures at the end of Section
12c to confirm this acknowledgement. See Exs. A, B, and C at §12c, p. 6 of 7. They also
repeated this acknowledgement in bold, capitalized print at the end of their Employment
Agreements, just above their signatures.
JKPT President Philip Chung Terminates His Employment with

JKpT and Forms Practice Chicago In Order to Compete With JKpT
35. Philip Chung began his employment with JKPT in 2006 as a personal trainer with
no previous education or experience in the industry. He eventually worked his way up to the
positon of President of JKPT in 2010. As such, he was placed in charge of day-to-day operations,
thereby freeing up Jim Karas to spend more time generating clients for JKPT. Among Chung's
duties were directly overseeing the personal trainers who reported to him and requiring the
personal trainers to sign Employment Agreements such as those that Luck, Vail, and Doody
executed.
36. Chung executed each of these Employment Agreements on JKPT's behalf in his
capacity as President
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37. After a series of disputes, on November 10, 2017, Jim Karas and Chung agreed to
part ways. On December 22, 2017, Chung left his employment with JKPT.
38. Prior to his departure, Chung formed Practice Chicago as an LLC with himself as
Managing Member. Chung obtained a location for Practice Chicago's operations only a short
distance from JKPT's Chicago facility, and it was Chung's intent to compete with JKPT in
providing personal training and related services using the methods he had learned at JKPT.
39. In setting up and operating Practice Chicago, Chung also advertised it on
Facebook as providing "Practice Fitness and Wellness Coaching," the same words employed in
JKPT' s brand in doing business as Jim Karas Intelligent Fitness & Wellness.
40. On information and belief, Thomas S. Souleles, a client of JKPT, was heavily
involved in the formation, financing, planning, and operations of Practice Chicago, providing
funding and other material assistance. Also on information and belief, Souleles, like Chung, was
aware that JKPT's trainers, including the individual Defendants, signed restrictive covenant
agreements with JKPT.
Practice Chicago Hires Luck, Vail, and Doody and They Solicit and/or
Accept the Business of JKPT Clients on Practice Chicago's Behalf
41. Chung solicited, encouraged, or induced personal trainers and other employees of
JKPT to leave their employment with JKPT and join him at Practice Chicago. Among these were
Luck, Vail, and Doody, each of whom agreed to leave JKPT and join Practice Chicago.
42. Almost immediately upon their employment with Practice Chicago and, on
information and belief, prior to their terminations with JKPT as well, Luck and Vail solicited,
provided, and/or accepted the personal training business of JKPT clients whom they had been
entrusted at JKPT-in violation of their Employment Agreements. As a result, some of JKPT' s
most valued clients, collectively worth hundreds of thousands of dollars in revenues, left JKPT
11
and joined Practice Chicago almost immediately following Luck's and Vail's respective
departures and, on information and belief, more clients may be departing JKPT as well to join
them at Practice Chicago.
43. Similarly, based on his announced intention to leave JKPT and join Practice
Chicago, and on information and belief, Doody in similar fashion has or intends to solicit,
provide, and/or accept the business of the JKPT clients entrusted to him to terminate their
relationships with JKPT and become clients of both Practice Chicago and himself, in breach of
his Employment Agreement.
44. Practice Chicago, through Chung, at all times had full knowledge of the
Employment Agreements of Luck, Vail, and Doody and their terms, and also had full knowledge
that the above-described conduct by Luck, Vail, and Doody constituted or would constitute
breaches of their Employment Agreements and of their duties not to solicit or accept any
personal fitness training business from JKPT. Yet Practice Chicago, through Chung, has
willfully encouraged the violations of the Employment Agreements and is reaping the benefits of
such breaches.
COUNT.I
BREACH OF RESTRICTIVE COVENANT AGREEMENTS
(Against Luck, Vail, and Doody)
45. JKPT incorporates the allegations of Paragraphs I through 44 as Paragraph 45 of
this Complaint.
46. The Employment Agreements that Luck, Vail, and Doody entered into with JKPT
were valid and enforceable agreements, including the restrictive covenants contained therein.
47. JKPT has rrfonned all of its obligations under those Employment Agreements.
12
48. Luck, Vail, and Doody have violated and continue to violate their obligations
under these Employment Agreements by directly and indirectly soliciting, providing, and/or
accepting the business of JKPT clients whom they had served while employed by JKPT in order
to perform the same type of personal training and related services that they had performed while
employed by JKPT. On information and belief, at a minimum Luck, Vail, and Doody did not tell
clients that they could not work with them under the terms of their Employment Agreements,
thereby misleading clients into stopping using the services of JKPT.
49. The non-solicitation and non-acceptance provisions of the Employment
Agreements are necessary to protect JKPT's long-term and near-permanent client relationships
and its legitimate protectable interest in its client information.
50. The scope of the, non-solicitation and non-acceptance provisions of the
Employment Agreements are reasonable.
51. Luck, Vail, and Doody received valid and adequate consideration for entering into
their Employment Agreements.
52. The past and likely future breaches by Luck, Vail, and Doody of their
Employment Agreements have caused, and will continue to cause, irreparable harm and injury to
JKPT, for which JKPT has no . adequate remedy at law. The loss of good will and the ripple
effects in the market from the appropriation of JKPT' s clients cannot be redressed by mere
damages.
53. JKPT is substantially likely to prevail on the merits for preliminary and
permanent injunctive relief.
54. JKPT has additionally suffered damages due to the breaches by Luck, Vail, and
Doody of their Employment Agreements.
13
WHEREFORE, JKPT respectfully requests that the Court enter an order:
a. Preliminarily and permanently enjoining Luck, Vail, and Doody from
directly and indirectly soliciting and accepting the personal training
business of JKPT clients whom they had personally served while
employed by JKPT.
b. A warding liquidated damages against Luck, Vail, and Doody and in favor
of JKPT as provided in Section 12a of their Employment Agreements.
c. Awarding JKPT costs, expenses, and reasonable attorneys' fees incurred
by JKPT resulting from their violations pursuant to Paragraph 12b of the
Employment Agreements; and
d. Granting JKPT such other relief as the Court deems just.
COUNT II
TORTIOUS INTERFERENCE WITH CONTRACTS
(Against Practice Chicago)
55. JKPT re-alleges Paragraphs 1 through 54 of this Complaint as Paragraph 55 of

this Complaint.
56. The Employment Agreements that JKPT entered into with Luck, Vail, and Doody
are valid and enforceable.
57. Without any legitimate justification, Practice Chicago intentionally induced and
encouraged Luck, Vail, and Doody to breach their Employment Agreements with JKPT by
violating the non-solicitation and non-acceptance provisions of those Employment Agreements.
As described above, Luck, Vail, and Doody have in fact breach their contractual obligations to
JKPT.
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58. At the time of its intentional and unjustified interference, Practice Chicago,
through its founder, Chung, was aware of the Employment Agreements between Luck, Vail, and
Doody with JKPT, having signed them on JKPT's behalf as President of JKPT.
59. JKPT has been damaged by Practice Chicago's tortious interference.
60. Practice Chicago's past and likely future tortious interference with the
Employment Agreements of Luck, Vail, and Doody have caused, and will continue to cause,
irreparable harm and injury to JKPT, for which JKPT has no adequate remedy at law.
WHEREFORE, JKPT respectfully requests that the Court enter an order:
a. Preliminarily and permanently enjoining Practice Chicago, and anyone
acting as agent for Practice Chicago, from tortiously interfering with the
non-solicitation and non-acceptance provisions of the Employment
Agreements of Luck, Vail, and Doody;
b. Awarding judgment against JKPT for actual and exemplary damages in an
amount to be determined at trial;
c. Awarding JKPT costs and attorneys' fees incurred by JKPT; and
d. Granting JKPT such other relief as the Court deems just.
COUNTIII
RESPONDENTS IN DISCOVERY
PHILIP CHUNG AND THOMAS S. SOULELES
61. JKPT re-alleges Paragraphs 1 through 60 of this Complaint as Paragraph 61 of
this Complaint.
62. Pursuant to 735 ILCS 5/2-402, upon information and belief, Respondents in
Discovery Philip Chung and Thomas S. Souleles have information essential to the determination
of this matter and are named as a Respondent in Discovery for purposes of the action herein.
15
63. JKPT further claims any and all rights and remedies under this Section of the
Illinois Code of Civil Procedure as they pertain to the Respondent in Discovery named herein.
WHEREFORE, for the foregoing reasons, Plaintiff JKPT respectfully requests that the
Respondents in Discovery, Philip Chung and Thomas S. Souleles be required to provide all
discovery and information to which JKPT is entitled under the applicable sections of the Illinois
Code of Civil Procedure and the Illinois Supreme Court Rules and for any such further relief that
this Court deems just and appropriate.
JIM KARAS PERSONAL TRAINING, LLC,

d/b/a/ JIM KARAS INTELLIGENT FITNESS &
WELLNESS,
Plaintiff
By:
(} ..
/2,<--/ .u . ·' r'Li//i.l, ,1/-'x>'
'1 .£1 '/
. ~
( '
One of Its Attorneys ·
Irving M. Geslewitz
Matthew Feery
Much Shelist, P.C.
191 N. Wacker Drive, Suite 1800
Chicago, IL 60606
Phone: (312) 521-2000
Fax: (312) 521-2100
Id. No. 48345
16
VERIFICATION
Under penalties as provided by Iaw pursuant to Section l-I09 ofthe Illinois Code of
Civil Procedure, the undersigned certifies that the statements set forth in this Verified Complaint
are true and correct, except as to matters therein stated to be on information and belief and as to
such matters the undersigned certifies as aforesaid that he verily believes the same to be true.
~:y~_
(__ / hmaras .. ------·-·-----~
Revised 7-21-14
JIM KARAS PERSONAL TRAINING, LLC

TRAINER EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT {this "Agreement'') is entered on the!{_ day of ~~ , 20J..=l

(the uEffective Date") by and between JIM KARAS PEltSONAL TRAINING. LLC ("JKPT"} and
-~<?::,L, r? A L ,· 1< ("you" or "Employee"). JKPT and Employee are referred to the "Parties".
BACKGROUND
WHEREAS, JKYI' provides comprehensive personal physicaJ fitness training to clients and related
products and services, including without limitation one-on-one and group personal training, manual therapy.
massage therapy, cryotherapy, weight loss and dietary expert, physical fitness related publications and consulting
services, on a worldwide basis and supports such activities and services by Jim Karas and affiliates of JKPf;
WHEREAS, through years of dedicated efforts. investments and achievements, Jim Karas has become an
internationally known physical fitness training expert. best-selling author and leading industry consuhant; and
WHEREAS, after years of innovative efforts and accomplishments, JKPr has: (1) developed near-
permanent relationships with clients; (2) developed and owns intellectual property, trade secrets and proprietary
information related to the physical fitness training industry; and (3) dedicated sjgnificant time, expense and
otherwise valuable investments into the development, retention. training and loyalty of its employees and staff;
WHEREAS, Employee agrees that Employee will be obligated: (1) to keep confidential and preserve
JKPT' s information and property; (2} not to solicit or accept business from JK.PT' s clients for a period of time after
his or her employment with JKPT; and (3) not to disparage JKPT at any time; and that with respect to these
obligations, "JKPT" shall include all parents, subsidiaries and affiliates of JKPT, including without limitation Jim
Karas personally, Jim Kuras Personal Training New York, LLC. and Jim Karas Industries LLC; and
WHEREAS, JKPT desires to hire or continue to employ Employee. and Employee desires to accept such
new or continued employment, on an "at-will" basis, and on the terms and conditions set forth in this Agreement.
NOW, TIIEREFORE, in consideration of the terms and conditions herein and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged. the Parties agree as follows:
1. BACKGROUNJl. The background recitals are incorporated into and made a part of this Agreement .
.2. EMPLOYMENT STATUS.

a. Introductory Period. For the first thirty (30) days that you actually work at JKPT (not calendar
days, and excluding non-working days} (the "Introductory Period"). you will be an "introductory" employee. The
Introductory Period is intended for you and JKPT to have an opportunity to evaluate each other to determine
whether there is a good fit. JKPT may extend the Introductory Period for any reason, including without limitatioo
in the event of any absence (e.g., for medical reasons). Since your employment with JKP'f is at-will, either you or
JKPT may terminate your employment at any time during the Introductory Period, with or without cause.
b. Regular Employment. Upon satisfactory completion of the Introductory Period, you will enter
the "regular" employment classification.
c, Benefits. During the Introductory Period. you are eligible for those benefits that are required by
law. including workers' compensation insurance and Social Security. Following the Introductory Period, you may
also be eligible for other JKPT-provided employee benefits as set forth in the Jim Karas Personal Training
Operations Manual (the ··Employment M1mual").
Page J of 7
EXHIBIT A
d. Represffltatlon & Authority. Employ~ has no authority and shall not enter into any binding
commitment on behalf of JKPT, and you shall not hold yourself out as having the authority to bind JKPT.
3. COMPENSATION & BENEFITS. ln consideration of the services provided by Employee to JK.PT,

Employee shall receive compensation and benefits in accordance with the terms in "Schedule A" attached hereto
and the terms in the Employment Manual. and as may be modified by JKPT from time to time. All payments will
made in accordance with the Company's payroll policy as it may exist from time to time and be subject to
applicable deductions and withholdings. JKPf shall reimburse Employee for all JKPT pre-approved business
expenses in accordance with the terms in the Employment Manual.
4. AT-WILL EMPLQYMENI• The Company and Employee acknowledge that this is an "at will"
employment agreement, at all times, during and after the Introductory Period. Nothing in the Company's actions,
this Agreement or the Employment Manua1 shall be construed to change Employee's at-will status.
5. IERMINATION.
a. General. JKPT and Employee may each terminate this Agreement and Employee's employment
for any reason or no reason immediately upon delivering written notice to the other. A11 provisions that would
reasonably be expected to survive tennination, including without limitation the post-employment covenants set
forth in Sections 8-13, shall survive any termination of this Agreement.
b. Severance Bonus For Cooperation. JKYf encourages employees who desire to move on from
employment with JKPT. to provide advance notice and cooperate with JKPT's direction to allow a smooth
transition of clients to other JKPT trainers. If Employee provides thirty (30) days advance written notice of
termination, JKPT may:
i. direct Employee to cease contact and services with clients, in which case Employee will be entitled
to a $1,000 severance bonus, subject to Employee's full cooper.ltion witJ\ JIOTs direction
regarding clients, including the transition of all clients assigned to Employee to other JKPT
employees for further services, including without limitation updating client program cards, and
compliance with all obligations and covenants in this Agreement; OR
ii. direct Employee to continue providing services to client(s) during such thirty (30) day period or
such shorter period as determined by JKPT, in which case Employee will continue to receive
continued compensation and benefits for such 30-<lay or shorter period. and Employee will be
entitled to a$1,000 severance bonus, subject to Employee's full cooperation with JKPT's direction
regarding clients, including the transition of all clients assigned to Employee to other employees of
JKPT for further services, including without limitation updating client program cards, and
compliance with all obligations and covenants in this Agreement.
iii. A severance bonus is only available to employees who have completed the Inlroductory Period.
6. DUTIES. Employee shall have the title of "personal fitness trainer" and shall report to Employee's JKPT
supervisor(s) and shall perform those duties assigned by Employee's JKPT supervlsorts). Employee sbaU work. in
the personal physical fitness profession for JKPT exclusively and shall not provide personal physical fitness
services, which includes without limitation, one-on-one and group personal training, manual therapy, massage
therapy, cryotherapy, weight loss or dietary services, for any form of compensation or benefit to anyone who is not
an approved client of JKPT, Employee shall at alt times comply with the terms of the Employment Manual.
including any revisions thereto. Employee is required to maintain a valid driver's license and car insurance in
reasonable amounts (at Employee's cost) at all times during employment with JKPT.
7. J)EDICA.TION TO .TKPT & HOURS.
Pnge2of7
a. Duty of Loyalty to JKPT. Employee shall use Emp1oyee's best efforts toward performing
services to JK.PT. Employee shall not work for, contract with or provide any benefit or service for any competitor
of JKPT while employed by JKPT. Employee shall not support, endorse nor perform services for any project,
enterprise, entity, interest or cause that is contrary to the best interests of JKPT. Employee shall neither work for
nor provide services of any kind for any client of JKPT other than through the performance of Employee's duties
under this Agreement, without the advance written consent of JKPT. Any attempt by Employee to establish a
physical fitness relationship directly with client, excluding JKPT as the service provider, whether initiated by
Employee or the client, is a violation of this Agreement.
b. Work Hours. Employee shall work those hours to be assigned by JK.PT. Employee understands
that, due to the nature of the physical fitness training profession and the demands of JKPT's clients, Employee's
work schedule may be adjusted and Employee may be required lo provide services on weekends and evenings, as
well as during the work week. Employee agrees that Employee sball not receive additional compensation or
benefits for working on weekends and evenings. Employee sha11 not work more than forty (40) hours per week
unless pre-approved by JKPT.
c, Cancellation or Rescheduling of Training Appointments. Employee agrees not to cancel, miss

or be late for training appointments with clients without JKPJ" s consent. and Employee shall notify JKPT of any
rescheduled appointment.
8. USE & RETURN OF JKe:J' PROPERTY. "JKPT Property" collectively refers to all personal
property of JKPT in any tangible or electronic format, including but not limited lo, equipment, personal
communication devices, telephones/PDAs, keys, manuals, texts, name tags, uniforms, club membership cards,
client lists, client identification infonnation, client contracts, supplies, stationery &; envelopes and business cards.
and all Work Product (defined in Section 9(e)) generated by Employee during the term of this Agreement
a. Employee shall only use JKPT Property for the exclusive benefit of JKPT, and not for personal
reasons or in any way contrary to the best interests of JK.PJ'. Employee shall not misuse any JKPT Property.
Employee shall not destroy. remove or hold any JKPT Property offsite of JKPT's office, except as expressly
permitted by JKPT.
b. Upon termination of this Agreement, Employee shall within 48 hours, unless otherwise demanded
by IKPT. return all JKPI' Property in good or operating condition including any reproductions thereof. Employee
shall not keep any copy of JKPT Property in any format, including electronic copies.
c. In the event Employee violates this Section 8, regardless of any right Employee may have to
compensation or benefits after termination (?f employment pursuant to the Illinois Wage Payment Collection Act or
other applicable law, JKP'f shaJJ be entitled to deduct from Employee's final compensation and/or benefits, the
reasonable expense to. replace, repair, change (in the case of office locks) or recover any unreturned, damaged,
defective or inoperable JKPT Property, in addition to any other rights under this Agreement or applicable Jaw.
9. PROTECTED INFORMATION. In light of the unique nature of Employee's employment with JKPT,
Employee occupies a position of trust and may receive access to or gain knowledge of confidential and proprietary
information, will gain knowledge about unique personal physical fitness training skills. obtain client contacts, and
will generate work product resulting from Employee's services rendered under this Agreement. "Protected
Information" includes all of the following:
a. PersonaJ and sensitive information related to clients, including without limitation names, addresses,
birth dates, social security numbers, telephone numbers, credit card numbers, bank account numbers, driver's
license numbers, passwords, physical and mental attributes, habits, physical personal training activities and
relationships (collectively, "Client Information"). Employee acknowledges and agrees that many of JKIYr's
clients have such public repute, notoriety and social, financial or professional status as to require absolute
dedication to the protection of their Client Information from improper and/or unauthorized disclosure and use.
Page 3 of?
b. Private and confidential information about the health service referral organizations that refer clients
to JKPT, including various health service organizations, physicians groups, wellness service providers, medical
groups, medical professionals, physical therapists, hospitals and other health-concerned third parties, and/or
referred clients ("Referred Client and/or Health Service Information").
c. Confidential, proprietary, sensitive and/or personal information about Jim Karas, his business
ventures, assets, client relationships, literary and media undertakings ("Jim Karas Protected Information").
d. All know-how and/or creations of the mind, whether registered or unregistered, all copyrights,
patents, inventions, trade names, service names, trademarks, service marks, symbols, logos, names {individual,
actual, assumed, trade and business names), individual(s) identities, event(s) identities, derivative names,
nicknames, copyrights, goodwill, images, likenesses, marketing and media identities, publications, creations,
designs, rights in designs, production concepts, inventions, films, photographs, videos, CDs, DVDs. audio
recordings of any nature, print materials, literary works (completed or in progress), computer information,
databases, internet materials. websites, domain names, anistic works, confidential information, proprietary
information, client lists, trade secrets, rights under licenses, consents, orders, by statute or otherwise howsoever in
relation to any such rights and any such rights of the same or similar effect or nature arising or subsisting in any
part of the world ("Intellectual Property").
e, Anything done or created by Employee in the course of Employee's performance of services for
JKPT, whether or not during working hours, individually or in connection with others, including, without
limitation, any services, products and/or relationships resulting from Employee's services under this Agreement,
resulting "Protected Infonnation" and/or any discovery, invention, improvement, design, idea, concept, method,
system and/or other development relating to the business of physical fitness training {"Work Product"}.
10. PRESERVATION OF PROTECTED INFORMATION. Employee understands that it is critical to the

professional welfare of JKPT that Employee preserve, keep confidential 8\ld protect the Protected Information, and
that absent this Agreement, Employee would not have access to Protected Information, JKPT's clients, training and
skills that Employee may acquire hereunder. Thus, Employee agrees:
a. To keep all Protected Information strictly confidential during and forever after your employment
with JKPI', or to the maximum extent permitted by law, and to not disclose or use said any Protected Information
except as expressly permitted by JKP:r.
b. That JKPf shall be the exclusive owner all Protected Information, including without limitation all
Wort Product. Employee waives and releases to JKPT any ownership rights or claims related to any Work
Product.
c. Employee will only have a temporary and limited permit to use certain Protected Information for
the provision of services to JKPT, which automatically expires upon termination of this Agreement JKPT may
revoke or further condition Employee's use or access to Protected Information at any time and for any reason.
Employee's use of any Protected Information shall be for the exclusive benefit of JKPT and shall in no way be used
contrary to the best interests of JKPT.
d. That if Employee violates the terms of this Section 10, (i) 1KPT shall be entitled to legal and/or
equitable relief, including but not limited to obtaining injunctive relief against Employee; and (ii) Employee shall
indemnify, defend and hold harmless 1KPT and any referred client and/or health service organizatlon from and
against any claim, adverse action, suit, damage, loss, expense and cost, including reasonable attorneys' fees and
court costs, alleged to have or actually resulting from such breach. Employee acknowledges that this obligation
extends to any action against JKPT by a 1KPT client, health service referral organization or another affected third
party, resulting in damages, costs, expenses, attorneys' fees, termination of referral agreements and referral
relationships, termination of client relationships, lost revenues, damaged business reputation or goodwill.
Page 4 of7
11. NON-SOLICITATION AND NON-ACCEPTANCE OF JKM' CLIEN'l'S. In consideration of the
Recitals set forth above. JKPT's time and investment in developing near-permanent relationships with JKPT's
referral sources and clients who live or travel throughout the world, and JKPT's unique, coveted and protectable
status in the physical personal fitness training industry, Employee agrees that during the term of this Agreement and
for one ( 1) year immediately following the termination of this Agreement, regardless of the reason for termination:
a. Not to solicit, provide nor accept any physical fitness training business, including but not limited to
one-on-one and group personal training, manual therapy, weight loss or dietary services business (collectively,
"Physical Fitness Services") from any JKPT Client. For purposes of this Section, "JKPT Cllents" include any
person or entity {if a business), residing or located in Cook, Lake, or DuPage Counties, Illinois or the metropolitan
New York City area, to whom JK.PT has provided any Physical Fitness Services at anytime between one (1) year
preceding Employee's employment by JKPT through the end of Employee's employment with JKPT. Employee
acknowledges and agrees that Employee will perform as a member of a cooperative team of employees providing
Physical Fitness Services to JKPT Clients and that these non-'SOlicitation terms shall apply a JKPT Client regardless
of whether Employee is the most directly and/or frequently involved hands.on JKPf service provider for any
individua1 client or serving as a JKPT team consultant for such a client.
b. Unless specifically identified by Employee and agreed by JKPT in writing to be excluded from this
covenant, any clienus) whom Employee refers or introduces to JKPf who were clients of Employee prior to
employment with JKPT shall immediately become JKPT Clients for purposes of this Agreement.
c, Not to encourage any JKPT Client to cease or reduce its business with JKPT, nor perform any
Physical Fitness Services for a JKPT Client, regardless of whether said client initiated any contact with Employee
or such contact was initiated by Employee, and/or regardless of whether a client claims to no longer desire doing
business with JKPf.
d. Not to solicit. hire, retain, employ, partner, commonly own or co-manage, or conspire with, by or
through any business entity, partnership, enterprise or venture any employee, staff person, officer or manager of
JKPT for any activity that is competitive to or contrary to the best interests of .JXPT, including but not limited to an
activity that any employee, staff person. officer or manager of JK.PT would be personally prohibited from
performing pursuant to this AgreemenL
12, BREACH OF NQN-SOLICITAION AND NON-ACCEPTANCE COVENANT. The Parties agree
that JKPT would not enter into this Agreement without the non-solicitation terms set forth in Section 11. Employee
enters into the non-solicitation covenant voluntarily, without coercion or duress, with full .knowledge and
understanding of the terms and consequences thereof, with reasonable and fair opportunily to consult Employee's
independent legal counsel prior to entering into this Agreement and with remedies that will not serve as unlawful
penalties, but instead are reasonable remedies intended to indemnify JKPl''s actual losses and preserve critical
business assets of JKPT. In the event of Employee's breach of Section l 1, JKPf would suffer irreparable injury
and significant damages considering the lost or altered client relationship(s) or the losl or impaired business
relationship with the JKPT employee, staff, officer or manager. Employee further agrees that JKPT's actual
damages from any such breach may be difficult to ascertain, may relate to the violating Employee's gain resulting
from said violaticnts), and in any event, may be inadequate.
a. Employee agrees that, in the event of a breach of Section 11, JKPI' shall be entitled to liquidated
damages equal to the total gross revenues earned by JKPT in the twelve (12) months immediately preceding the
breach for each JKPT Client that Employee solicits or accepts business from, directly or indirectly, in violation of
this Agreement, or In the case of a violation of Section ll(d), the amount of JKPT's business expenses. capital
investments, depreciable professional materials and equipment, and otherwise valuable investments into the
development, retention, training and loyalty of such person. and an amount equal lo the total gross revenues earned
by JKPT In the twelve (12) months immediately preceding the breach through the JKPT employee. staff. officer or
manager whom JKPT solicited or competed against JKPT for. In the event that any client whom Employee solicits
or accepts business from, directly or indirectly, in violation of this covenant has been a client of JKPT for less than
Page 5 of7
twelve (12) months preceding the violation, then the Parties agree that the liquidated damages contemplated in the
previous sentence shall be calculated by determining the average gross revenues earned from the client in the time
that the client has trained with JKPT, annualized for (12) months. The Parties agree that the liquidated damages
calculation is not an unlawful penally, but instead is a fair and reasonable estimate of JKPf's actual financial losses
caused by a violation of these terms, and should be fully enforced.
b. In addition to any other relief deemed appropriate , in the event of a breach of Section I I, JKPf
shall be entitled to: (i) injunctive relief in order to cease and prevent such violation; and (ii) full reimbursement
from Employee of all of JKPf's costs, expenses and reasonable attorneys' fees resulting from said violation,
regardless of whether said costs, expenses and attorneys' fees are attributed to JKPf's judicial or extra-judicial
enforcement efforts.
c. AcknowJedganent & Agreement. Employee fully understands and voluntarily agrees to the
terms of Sections 11 and 12 of this Agreement, after reasonable and fair opportunity to consult Employee's
independent legal counsel prior to entering into this Agreement.
Dated this~ day of. Se;-pj J , 20 )t.l.
By: / ::?/ . t), t L

4iL. I \f\.
{/
13. NON-DISPARAGEMENT. During your employment with JKPT and al any time thereafter, Employee
agrees not to make any remarks, comments or communications about JKPT, whether in writing, orally or
electronically (including without limitation communications on the internet or via social media), directly or
indirectly, publicly or privately, that bears negatively or could adversely affect the business or personal reputation
of JKPT and/or any of its owners, officers, managers, members, employees, agents, attomc}'!, successors, assigns,
products or services, regardless of the accuracy of any such communication. In addition, the Partie~ agree that in
the event of a breach of this Section 13, Employee shall immediately pay JKPr $5,000 for each such
communication as liquidated damages. The Parties agree that the damages sustained by a breach would be diffJCUlt
to determine and that this amount is a reasonable estimate of the damages likely ro result.
14. INDEMNIFICATION. Employee shall indemnify and hold harmless JKPI' and/or its owners, officers,
managers, members, employees, agents, attorneys, successors and assigns from and against any claims, actions,
suits, damages, losses, fines, taxes, penalties, costs and expenses (including reasonable attorneys' fees and litigation
expenses) arising from or related to (i) Employee's violation of this Agreement; (ii) Employee's infringement of the
Protected Information terms in this Agreement: (iii) Any third party's claim, action, suit. damage, loss, fine, tax,
penalty or order against JKPT and/or its officers, managers, members, employees, agents, attorneys, successors and
assigns for any alleged violation of this Agreement or Employee's employment hereunder.
15. PROMOTIONAL MATERIALS. Employee agrees to participate in photos, videos and other promotional
efforts as requested by JK.PT, and consents to the use of Employee's Ilkeness in JKPT promotional efforts,
including without limitation on JKPI''s website, without additional compensation other than Employee's continuing
employment with JKPT in each instance.
16. ASSIGNMENT. JKPT may assign its rights and responsibilities hereunder to a lhird party. Employee
may not assign its rights or responsibilities hereunder except with prior written consent by JKPT.
17. ENTIRE AGREEMENT. The express terms within this Agreement, including "Exhibit A" and the
Employment Manual, contain the entire agreement between the Parties. These terms may not be amended except
by the written mutual agreement of the Parties; provided, that the Employment Manual may be revised from time to
time by JKPf management. There are no other agreements (written or oral), warranties or binding representations
between the Parties other than as expressly set forth herein. In the event of any conflict of terms between this
Agreement and any other document related to Employee's employment, the terms of this Agreement shall control.
Page 6 of7
18. WAIVER In the event that JKPT does not enforce the terms of this Agreement in one or more instances.
that shall not serve as a consent to any such future act or omission or as a waiver of JK.Prs rights of full
enforcement hereunder.
19. SEVERABILITY. If for any reason any provision of this Agreement is found to be invalid or
unenforceable. it shall not affect the validity or enforceability of the remainder hereof. and the Parties intend for
such provision to be modified to make it valid and enforceable to the maximum extent possible. With respect to
Sections 9, 10, 11, 12 and 13, Employee waives any right to claim such provisions are overbroad or excessive in
scope or duration.
20. COUNTERPARTS. This Agreement may be executed in one or more counterparts, including by
facsimile or email transmission in .pdf or similar format, each of which shall constitute an original and together
shall constitute one and the same Agreement.
21. CHOICE OF LAW & VENUE. This Agreement shall be governed by the Jaws of the State of Illinois.
The Circuit Court of Cook County, Illinois shall be the court of exclusive jurisdiction and exclusive venue for any
and all matters related to this Agreement and any action resulting herefrom, and each Party waives any right that
such venue is improper or inconvenient
22. ~ECTION HEADINGS. All section headings are used as a matter of convenience and reference and
shall in no way define. limit or extend the scope of this Agreement or the intent of any provisions thereof.
BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ENTERING INTO THIS
AGREEMENT VOLUNTARILY, WITH FULL KNOWLEDGE AND CONSENT TO THE TERMS
HEREIN AND AFfER REASONABLE OPPORTUNITY TO CONSULT AN A 'ITORNEY.
R..'3NAL TRAINING, LLC

ized Member or Agent
Page 7 of 7
Revised 7-21-14

TRAINEREMPLOYMENTAGREEMENT
This EMPLOYMENT AGREEMENT (this .. Agreement") is entered on the 2

~ ~ectiv~'1 _b)' tify' obetween
' 2- day of ti/
JIM KARAS PERSONAL TRAINING, LLC ("JK T') and
J t , 10/!j
N ~. -
'you" or "Employee"). JKPT and Employee are referred to the "Parties".
BACKGROUND
WHEREAS, JK.Pf provides comprehensive personal physical fitness training to clients and related
products and services, including without limitation one-on-one and group personal training, manual therapy,
services, on a worldwide basis and supports such activities and services by Jim Karas and affiliates of JKPT;
WHEREAS, through years of dedicated efforts, investments and achievements. Jim Karas has become an
internationally known physical fitness training expert, best-selling author and leading industry consultant; and
WHEREAS, after years of innovative efforts and accomplishments, JKPT has: ( 1) developed near-
permanent relationships with clients; {2) developed and owns intellectual property, trade secrets and proprietary
information related to the physical fitness training industry: and (3) dedicated significant time, expense and
otherwise valuable investments into the development, retention, training and loyalty of its employees and staff;
WHEREAS, Employee agrees that Employee will be obligated: (I) to keep confidential and preserve
JKPT's information and property; (2) not to solicit or accept business from JKPI''s clients for a period of time after
his or her employment with JKPI'; and (3) not to disparage JKPT at any time; and that with respect to these
obligations, "JKPT" shall include all parents, subsidiaries and affiliates of JKPr, including without limitation Jim
Karas personally, Jim Karas Personal Training New York, LLC, and Jim Karas Industries LLC; and
WHEREAS. JKPT desires to hire or continue to employ Employee, and Employee desires to accept such
NOW, THEREFORE, in consideration of the terms and conditions herein and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as foJlows:
1. BACKGROUND. The background recitals are incorporated into and made a part of this Agreement.
2. EMPLOYMENT STATUS.
a. introductory Period. For the first thirty (30) days that you actually work at JK_PT (not calendar
days, and excluding non-working days) (the "Introductory Period"), you will be an "introductory" employee. The
whether there is a good fit. JK.PT may extend the Introductory Period for any reason, including without limitation
in the event of any absence (e.g., for medical reasons). Since your employment with JKPI' is at-will, either you or
the "regular" employment classification.
c, Benefits. During the Introductory Period, you are eligible for those benefits that are required by
law, including workers' compensation insurance and Social Security. Following the Introductory Period, you may
also be eligible for other JKPT-provided employee benefits as set forth in the Jim Karas PersonaJ Training
Operations Manual (the "Employment Manual").
Page I of?
EXHIBITB
d, Representation & Authority. Employee has no authority and shall not enter into any binding
commitment on behalf of JKPT. and you shall not hold yourself out as having the authority to bind JKPT.
3. COMPENSATION & BENEFITS. In consideration of the services provided by Employee to JKPT,

and the terms in the Employment Manual, and as may be modified by JKPT from time to time. All payments will
applicable deductions and withholdings. JKPT shall reimburse Employee for all JKPT pre-approved business
4. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that this is an "at will"
this Agreement or the Employment Manual shall be construed to change Employee's at-will status.
5. TERMINATION.
for any reason or no reason immediately upon delivering written notice to the other. AH provisions that would
reasonably be expected to survive termination, including without limitation the post-employment covenants set
b, Severance Bonus For Cooperation. JKPf encourages employees who desire to move on from
employment with JKPf, to provide advance notice and cooperate with JKPI"s direction to allow a smooth
transition of clients to other JKPf trainers; If Employee provides thirty (30) days advance written notice of
termination, JKPf may:
to a $1.000 severance bonus, subject to Employee's full cooperation with JKPT's direction
regarding clients, including the transition of all clients assigned to Employee to other JK.PT
employees for further services, including without limitation updating client program cards, and
compliance with all obligations and covenants in this Agreement: OR
ii. direct ~mployee to continue providing services lo clientls) during such thirty {30) day period or
such shorter period as determined by JKPf, in which case Employee will continue to receive
continued compensation and benefits for such 30-day or shorter period, and Employee will be
entitled to a $1,000 severance bonus, subject to Employee's full cooperation with JK.Pf's direction
JKPT for further services, including without limitation updating client program cards, and
iii. A severance bonus is only available to employees who have completed the Introductory Period.
supervisor(s) and shall perform those duties assigned by Employee's JKPT supervisor(s). Employee shall work in
the personal physical fitness profession for JKPT exclusively and shall not provide personal physical fitness
therapy. cryotherapy, weight loss or dietary services, for any form of compensation or benefit to anyone who is not
an approved client of JKPT. Employee shall at all times comply with the terms of the Employment Manual,
7. DEDICATION TO JKPT & HOURS.
Page 2 of7
a. Duty of Loyalty to JKPT. Employee shall use Employee's best efforts toward performing
services to JKPT. Employee shall not work for, contract with or provide any benefit or service for any competitor
of JKPT while employed by JKPT. Employee shall not support, endorse nor perform services for any project,
enterprise, entity, interest or cause that is contrary to the best interests of JKfYf. Employee shall neither work for
physical fitness relationship directly with client, excluding JKPT as the service provider. whether initiated by
Employee or the client, is a violation of this Agreement.
b. Work Hours. Employee shall work those hours to be assigned by JKPT. Employee understands
work schedule may be adjusted and Employee may be required to provide services on weekends and evenings, as
well as during the work week. Employee agrees that Employee shall not receive additional compensation or
benefits for working on weekends and evenings. Employee shall not work more than forty (40) hours per week
c. Cancellation or Rescheduling of Training Appointments. Employee agrees not to cancel, miss

or be late for training appointments with clients without JK.PT's consent, and Employee shall notify JK.PT of any
rescheduled appointment,
8. USE & RETURN OF JKPT PROPERTY. "JKPT Property" collectively refers to all personal
property of JKPT in any tangible or electronic format, including but not limited to, equipment. personal
communication devices, telephones/PDAs, keys, manuals, texts, name tags, uniforms, club membership cards,
client lists, client identification information, client contracts, supplies, stationery & envelopes and business cards,
and all Work Product (defined in Section 9(e)) generated by Employee during the term of this Agreement.
reasons or in any way contrary to the best interests of JKPT. Employee shall not misuse any JKPT Property.
Employee shall not destroy, remove or hold any JKPT Property offsite of JKPT's office, except as expressly
permitted by JK.PT.
by JKPT, return all JKPT Property in good or operating condition including any reproductions thereof. Employee
shall not keep any copy of JK.PT Property in any format, including electronic copies.
compensation or benefits after termination of employment pursuant to the Illinois Wage Payment Collection Act or
other applicable law, JKPT shall be entitled to deduct from Employee's final compensation and/or benefits. the
reasonable expense to replace, repair, change (in the case of office locks} or recover any unreturned, damaged,
· defective or inoperable JKPT Property, in addition to any other rights under this Agreement or applicable law.
information, will gain knowledge about unique personal physical fitness training skills, obtain client contacts, and
a. Personal and sensitive information related to clients, including without limitation names, addresses,
relationships (collectively, "Client Information"). Employee acknowledges and agrees that many of JKPT's
Page 3 of7
to JKPT, including various health service organizations, physicians groups, wellness service providers, medical
groups. medical professionals, physical therapists, hospitals and other health-concerned third parties, and/or
referred clients ("Referred Client and/or Health Service Information").
c. Confidential, proprietary, sensitive and/or personal information about Jim Karas, his business
patents, inventions. trade names, service names, trademarks, service marks, symbols, logos, names (individual,
actual, assumed, trade and business names), individual(s) identities. event(s) identities, derivative names,
designs, rights in designs, production concepts, inventions, films, photographs, videos. CDs, DVDs, audio
databases, internet materials, websites, domain names, artistic works, confidential information, proprietary
e. Anything done or created by Employee in the course of Employee's performance of services for
JKPT, whether or not during working hours. individually or in connection with others, including, without
resulting "Protected Information" and/or any discovery, invention, improvement, design, Idea, concept, method,
system and/or other development relating to the business of physical fitness training ("Worlc Product").

professional welfare of JKJ:Yf that Employee preserve, keep confidential and protect the Protected Information, and
with JKPT, or to the maximum extent permitted by law, and to not disclose or use said any Protected Information
except as expressly permitted by JKPT.
b. That JKPT shall be the exclusive owner all Protected Information. including without limitation all
Work Product. Employee waives and releases to JKPT any ownership rights or claims related to any Work
Product.
the provision of services to JK.PT, which automatically expires upon termination of this Agreement. JKPT may
d. That if Employee violates the terms of this Section IO, (i) JKPT shall be entitled to legal and/or
indemnify. defend and hold harmless JKJ:Yf and any referred client and/or health service organization from and
extends to any action against JKJ:Yf by a JKPT client, health service referral organization or another affected third
Page 4 of 7
11. NON-SOLICITATION AND NON-ACCEPTANCE OF JKPT CLIENTS. In consideration of the
Recitals set forth above. JKPT's time and investment in developing near-pennanent relationships with JKPT's
referral sources and clients who live or travel throughout the world, and JKPT's unique. coveted and protectable
for one (1} year immediately following the termination of this Agreement, regardless of the reason for termination:
one-on-one and group personal training, manual therapy, weight loss or dietary services business (collectively,
"Physical Fitness Services") from any JKPT Client. For purposes of this Section, "JKPT Clients" include any
person or entity (if a business}, residing or located in Cook, Lake, or DuPage Counties, Illinois or the metropolitan
New York City area, to whom JKPT has provided any Physical Fitness Services at anytime between one (I) year
Physical Fitness Services to JKPT Clients and that these non-solicitation terms shall apply a JKPT Client regardless
of whether Employee is the most directly and/or frequently involved hands-on JKPT service provider for any
individual client or serving as a JKPT team consultant for such a client.
b. Unless specifically identified by Employee and agreed by JKPT in writing lo be excluded from this
covenant, any client(s) whom Employee refers or introduces to JKPT who were clients of Employee prior to
employment with JKPT shall immediately become JKPI' Clients for purposes of this Agreement.
c. Not to encourage any JKPT Client to cease or reduce its business with JKPT, nor perform any
business with JKPT.
d. Not to solicit, hire, retain, employ, partner, commonly own or co-manage, or conspire with, by or
JKPT for any activity that is competitive to or contrary to the best interests of JKPT, including but not limited to an
activity that any employee, staff person, officer or manager of JKPT would be personally prohibited from
performing pursuant to this Agreement.
12. BREACH OF NON-SOLICITAION AND NON-ACCEPTANCE COVENANT. The Parties agree
enters into the non-solicitation covenant voluntarily, without coercion or duress, with full knowledge and
understanding of the terms and consequences thereof, with reasonable and fair opportunity to consult Employee's
penalties, but instead are reasonable remedies intended to indemnify JKPT's actual losses and preserve critical
business assets of JKPT. In the event of Employee's breach of Section 11, JK.PT would suffer irreparable injury
and significant damages considering the lost or altered client relationshipts) or the Jost or impaired business
relationship with the JKPT employee, staff. officer or manager. Employee further agrees that JKPT's actual
from said violation(s), and in any event, may be inadequate.
a. Employee agrees that, in the event of a breach of Section 11. JKPT shall be entitled to liquidated
damages equal to the total gross revenues earned by JKPT in the twelve (12) months immediately preceding the
breach for each JKPT Client that Employee solicits or accepts business from, directly or indirectly, in violation of
this Agreement, or in the case of a violation of Section 11 (d), the amount of JK.PT's business expenses, capital
development, retention, training and loyalty of such person, and an amount equal to the total gross revenues earned
by JKPT in the twelve (12) months immediately preceding the breach through the JKPT employee, staff, officer or
manager whom JKPf solicited or competed against JKPT for. In the event that any client whom Employee solicits
Page 5 of 7
twelve (12) months preceding the violation, then the Parties agree that the liquidated damages contemplated in the
that the client has trained with JKPT, annualized for (12) months. The Parties agree that the liquidated damages
calculation is not an unlawful penalty, but instead is a fair and reasonable estimate of JKPT's actual financial losses
b. In addition to any other relief deemed appropriate . in the event of a breach of Section l l, JKPT
from Employee of all of JK.PT's costs, expenses and reasonable attorneys' fees resulting from said violation,
regardless of whether said costs, expenses and attorneys' fees are attributed to JKPT's judicial or extra-judicial
c. Acknowledgement & Agreement. Employee fully understands and voluntarily agrees to the
terms of Sections 11 and 12 of this Agreement, after reasonable and fair opportunity to consult Employee's
Dated this - -day of Ji/ J ~

2--2 , 20.J.1.
By:-:A:sh ltYe V3cuUrgfl2-
Employ e
13. NON-DISPARAGEMENT. During your employment with JKPT and at any time thereafter, Employee
agrees not to make any remarks, comments or communications about JKPT, whether in writing, orally or
of JKPT and/or any of its owners, officers, managers, members, employees, agents, attorneys, successors, assigns,
products or services, regardless of the accuracy of any such communication. In addition, the Parties agree that in
the event of a breach of this Section 13, Employee shall immediately pay JKPf $5,000 for each such
communication as liquidated damages. The Parties agree that the damages sustained by a breach would be difficult
to determine and that this amount is a reasonable estimate of the damages likely to result.
14. INDEMNIFICATION. Employee shall indemnify and hold harmless JKPT and/or its owners. officers,
managers, members, employees. agents, attorneys. successors and assigns from and against any claims, actions,
suits, damages, losses, fines, taxes, penalties, costs and expenses {including reasonable attorneys' fees and litigation
Protected Information terms in this Agreement; (iii} Any third party's claim, action, suit, damage, loss, fine, tax,
penalty or order against JKPT and/or its officers, managers, members, employees, agents, attorneys. successors and
15.. PROMOTIONAL MATERIALS. Employee agrees to participate in photos, videos and other promotional
efforts as requested by JKPT. and consents to the use of Employee's likeness in JKPT promotional efforts,
including without limitation on JKPT's website, without additional compensation other than Employee's continuing
16. ASSIGNMENT. JKPT may assign its rights and responsibilities hereunder to a third party. Employee
may riot assign its rights or responsibilities hereunder except with prior written consent by JKPT.
17. ENTIRE AGREEMENT. The express terms within this Agreement, including "Exhibit A" and the
time by JKPT management. There are no other agreements (written or oral), warranties or binding representations
between the Parties other than as expressly set forth herein. In the event of any conflict of terms between this
Agreement and any other document related to Employee's employment. the terms of this Agreement shall control.
Page 6 of7
18. W AIYER. In the event that JKPT does not enforce the terms of this Agreement in one or more instances,
that shall not serve as a consent to any such future act or omission or as a waiver of JKPT's rights of full
unenforceable, it shall not affect the validity or enforceability of the remainder hereof, and the Parties intend for
Sections 9, 10, 11, 12 and 13, Employee waives any right to claim such provisions are overbroad or excessive in
scope or duration.
21. CHOICE OF LAW & VENUE. This Agreement shall be governed by the laws of the State of Illinois.
The Circuit Court of Cook County, Illinois shall be the court of exclusive.jurisdiction and exclusive venue for any
such venue is improper or inconvenient.
22. SECTION HEADINGS. All section headings are used as a matter of convenience and reference and
shall in no way define, limit or extend the scope of this Agreement or the intent of any provisions thereof.
BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ENTERING INTO THIS
AGREEMENT VOLUNTARll,Y, WITH FULL KNOWLEDGE AND CONSENT TO THE TERMS
HEREIN AND AFTER REASONABLE OPPORTUNITY TO CONSULT AN ATIORNEY.
e Parties executed this ,;u,eme1;t as of the

/ X /) r A -'1 b' _..
By:/ J~ ~Ms'°i,Edo~AL TRAINING, LLC

By its Authorized Member or Agent
R/n)1s
Page 7 of?
Revised 7-21-14

TRAINEREMPLOYMENTAGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is entered on the J2.day of lL , 20J:/

~ "E~ective Date") by and between JIM KARAS PERSONAL TRAINING, LLC ~·) and
.. 11\
1
adc, ("you" or "Employee"). JKPT and Employee are referred to the "Parties".
BACKGROUND
\VHEREAS, JKPT provides comprehensive personal physical fitness training to clients and related
products and services. including without limitation one-on-one and group personal training, manual therapy,
services, on a worldwide basis and supports such activities and services by Jim Karas and affiliates of JKPT;
WHEREAS, through years of dedicated efforts, investments and achievements, Jim Karas has become an
internationally known physical fitness training expert, best-selling author and leading industry consultant; 'and
WHEREAS, after years of innovative efforts and accomplishments, JKPf has: {1) developed near-
permanent relationships with clients; (2) developed and owns intellectual property, trade secrets and proprietary
information related to the physical fitness training industry: and (3) dedicated significant time, expense and
otherwise valuable investments into the development, retention, training and loyalty of its employees and staff;
WHEREAS, Employee agrees that Employee will be obligated: ( l) to keep confidential and preserve
JKPT's information and property; (2) not to solicit or accept business from JK.PT's clients for a period of time after
his or her employment with JKPT; and (3) not to disparage JKPT at any time; and that with respect to these
obligations, ••JKPT" shall include all parents, subsidiaries and affiliates of JKPT, including without limitation Jim
Karas personally, Jim Karas Personal Training New York, LLC, and Jim Karas Industries LLC; and
WHEREAS, JKPT desires to hire or continue to employ Employee, and Employee desires to accept such
NOW, THEREFORE, in consideration of the terms and conditions herein and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:
1. BACKGROUND. The background recitals are incorporated into and made a part of this Agreement.
2. EMPLOYMENT STATUS.
a. Introductory Period. For the first thirty (30) days that you actually work at JK.PT (not calendar
days, and excluding non-working days) (the "Introductory Period"), you will be an "introductory" employee. The
whether there is a good fit. JKPT may extend the Introductory Period for any reason, including without limitation
in the event of any absence (e.g., for medical reasons). Since your employment with JKPT is at-will, either you or
the "regular" employment classification. ·
c. Benefits. During the Introductory Period, you are eligible for those benefits that are required by
law, including workers' compensation insurance and Social Security. Following the Introductory Period, you may
also be eligible for other JKPT-provided employee benefits as set forth in the Jim Karas Personal Training
Operations Manual (the "Employment Manual").
Page I of7
EXHIBITC
d. Representation & Authority. Employee has no authority and shall not enter into any binding
commitment on behalf of JKPT, and you shall not hold yourself out as having the authority to bind JKPT.
3. COMPENSATION & BENEFITS. In consideration of the services provided by Employee to JKPT,

and the terms in the Employment Manual, and as may be modified by JKPT from time to time. All payments will
applicable deductions and withholdings. JKPT shall reimburse Employee for all IKPT pre-approved business
4. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that this is an "al will"
this Agreement or the Employment Manual shall be construed to change Employee's at-will status.
5. TERMINATION.
for any reason or no reason immediately upon delivering written notice to the other. All provisions that would
reasonably be expected to survive termination, including without limitation the post-employment covenants set
b. Severance Bonus For Cooperation. JKPT encourages employees who desire to move on from
employment with JKPT, to provide advance notice and cooperate with JKPT's direction to allow a smooth
transition of clients to other JKPT trainers. If Employee provides thirty {30) days advance written notice of
termination, JKPT may:
to a $1.000 severance bonus, subject to Employee's full cooperation with JKPT's direction
regarding clients, including the transition of all clients assigned to Employee to other .JKPT
employees for further services. including without limitation updating client program cards, and
compliance with all obligations and covenants in this Agreement; OR
ii. direct Employee to continue providing services to client{s) during such thirty {30) day period or
such shorter period as determined by JKPI', in which case Employee will continue to receive
continued compensation and benefits for such 30-day or shorter period, and Employee will be
entitled to a $1.000 severance bonus, subject to Employee's full cooperation with JKPT's direction
JKJYf for further services. including without limitation updating client program cards, and
iii. A severance bonus is only available to employees who have completed the Introductory Period.
supervisor(s) and shall perform those duties assigned by Employee's JK.PT supervisor(s). Employee shall work in
the personal physical fitness profession for JKPT ex.elusively and shall not provide personal physical fitness
therapy, eryotherapy, weight loss or dietary services, for any form of compensation or benefit to anyone who is not
an approved client of JKPT. Employee shall at all times comply with the terms of the Employment Manual.
7. DEDICATION TO JKPT & HOURS.
Page 2 of7
a. Duty of Loyalty to JKPT. Employee shall use Employee's best efforts toward performing
services to JKPT. Employee shall not work for, contract with or provide any benefit or service for any competitor
of JKIT while employed by JK.PT. Employee shall not support, endorse nor perform services for any project,
enterprise, entity, interest or cause that is contrary to the best interests of JKPf. Employee shall neither work for
physical fitness relationship directly with client, excluding JKPT as the service provider. whether initiated by
Employee or the client. is a violation of this Agreement.
b. Work Hours. Employee shall work those hours to be assigned by JK..PT. Employee understands
work schedule may be adjusted and Employee may be required to provide services on weekends and evenings, as
well as during the work week. Employee agrees that Employee shall not receive additional compensation or
benefits for working on weekends and evenings. Employee shall not work more than forty (40) hours per week
c. Cancellation or Rescheduling of Training Appointments. Employee agrees not to cancel, miss

or be late for training appointments with clients without JKPT's consent, and Employee shall notify JKPT of any
rescheduled appointment.
8. USE & RETURN OF JKPT PROPERTY. "JKPT Property" collectively refers to all personal
property of JKPT in any tangible or electronic format, including but not limited to, equipment, personal
communication devices, telephones/PDAs. keys, manuals, texts, name tags, uniforms, club membership cards,
client lists, client identification information, client contracts, supplies, stationery & envelopes and business cards,
and all Work Product (defined in Section 9(e)) generated by Employee during the term of this Agreement.
reasons or in any way contrary to the best interests of JKPT. Employee shall not misuse any JKPT Property.
Employee shall not destroy, remove or hold any JKPT Property offsite of JKPT's office, except as expressly
permitted by JKPT.
by JKPT, return all JKPT Property in good or operating condition inducting any reproductions thereof. Employee
shall not keep any copy of JKPT Property in any format, including electronic copies.
compensation or benefits after termination of employment pursuant to the Illinois Wage Payment Collection Act or
other applicable law, JKPT shall be entitled to deduct from Employee's final compensation and/or benefits, the
reasonable expense to replace, repair, change (in the case of office locks) or recover any unreturned, damaged,
defective or inoperable JKPT Property, in addition to any other rights under this Agreement or applicable law.
information, will gain knowledge about unique personal physical fitness training skills, obtain client contacts, and
a. Personal and sensitive information related to clients, including without limitation names, addresses,
relationships (collectively, "Client Information"). Employee acknowledges and agrees that many of JKPT's
Page 3 of7
to JKPT, including various health service organizations. physicians groups, wellness service providers. medical
groups, medical professionals, physical therapists, hospitals and other health-concerned third parties, and/or
referred clients ("Referred Client and/or HeaJth Service Information").
c. Confidential, proprietary. sensitive and/or personal information about Jim Karas, his business
patents, inventions, trade names, service names, trademarks, service marks, symbols, logos, names (individual,
actual, assumed, trade and business names), individualts) identities, cvcnt(s) identities, derivative names.
designs, rights in designs, production concepts, inventions, films, photographs. videos. CDs, DVDs, audio
databases, internet materials, websites, domain names, artistic works, confidential information, proprietary
e. Anything done or created by Employee in the course of Employee's performance of services for
JKPT, whether or not during working hours, individually or in connection with others, including, without
resulting "Protected Information" and/or any discovery, invention, improvement, design, idea. concept, method,
system and/or other development relating to the business of physical fitness training ("Work Product").

professional welfare of JKPT that Employee preserve, keep confidential and protect the Protected Information, and
with JKPT, or to the maximum extent permitted by Jaw, and to not disclose or use said any Protected Information
except as expressly permitted by JKPJ'.
b. That JKPT shall be the exclusive owner all Protected Information, including without limitation all
Work Product. Employee waives and releases to JKPT any ownership rights or claims related to any Work
Product.
the provision of services to J.KPT, which automatically expires upon termination of this Agreement. JKPT may
d. That if Employee violates the terms of this Section JO, (i) JKPT shall be entitled to legal and/or
indemnify, defend and hold harmless JKPT and any referred client and/or health service organization from and
extends to any action against JKPT by a JKPT client, health service referral organization or another affected third
Page 4 of 7
11. NON-SOLICITATION AND NON-ACCEPTANCE OF JKPT CLIENTS. In consideration of the
Recitals set forth above, JKPT's time and investment in developing near-permanent relationships with JKPT's
referral sources and clients who live or travel throughout the world, and JKPT's unique, coveted and protectable
for one ( J) year immediately following the termination of this Agreement, regardless of the reason for termination:
one-on-one and group personal training, manual therapy, weight Joss or dietary services business (collectively,
"Physical Fitness Services") from any JKPT Client. For purposes of this Section, "JKPT Clients" include any
person or entity (if a business), residing or located in Cook, Lake, or DuPage Counties, Illinois or the metropolitan
New York City area, to whom JKPT has provided any Physical Fitness Services at anytime between one (l) year
Physical Fitness Services to JK.PT Clients and that these non-solicitation terms shall apply a JI(pT Client regardless
of whether Employee is the most directly and/or frequently involved hands-on JK.PT service provider for any
individual client or serving as a JKPT team consultant for such a client.
b. Unless specifically identified by Employee and agreed by JKPf in writing to be excluded from this
covenant, any client(s) whom Employee refers or introduces to JKPT who were clients of Employee prior to
employment with JKPT shall immediately become JKPT Clients for purposes of this Agreement.
c. Not to encourage any JKPT Client to cease or reduce its business with JKPT, nor perform any
business with JKPT.
d. Not to solicit, hire, retain, employ, partner, commonly own or co-manage, or conspire with, by or
JKPT for any activity that is competitive to or contrary to the best interests of JKPT, including but not limited to an
activity that any employee, staff person, officer or manager of JKPT would be personally prohibited from
performing pursuant to this Agreement.
12. BREACH OF NON-SOLICITAION AND NON-ACCEPTANCE COVENANT. The Parties agree

enters into the non-solicitation covenant voluntarily, without coercion or duress, with full knowledge and
understanding of the terms and consequences thereof, with reasonable and fair opportunity to consult Employee's
penalties, but instead are reasonable remedies intended to indemnify JKPT's actual. losses and preserve critical
business assets of JKPT. In the event of Employee's breach of Section l I, JKPT would suffer irreparable injury
and significant damages considering the lost or altered client relationshipts) or the lost or impaired business
relationship with the JKPT employee, staff, officer or manager. 'Employee further agrees that JKPT's actual
from said violation(s), and in any event, may be inadequate.
a. Employee agrees that, in the event of a breach of Section 11, JKPT shall be entitled to liquidated
damages equal to the total gross revenues earned by JK.PT in the twelve {12) months immediately preceding the
breach for each JKPT Client that Employee solicits or accepts business from, directly or indirectly. in violation of
this Agreement, or in the case of a violation of Section I l{d), the amount of JKPI"s business expenses, capital
development, retention, training and loyalty of such person, and an amount equal to the total gross revenues earned
by JK.PT in the twelve {12) months immediately preceding the breach through the JKPT employee, staff, officer or
manager whom JKPT solicited or competed against JKPT for. In the event that any client whom Employee solicits
Page 5 of7
twelve ( 12) months preceding the violation, then the Parties agree that the liquidated damages contemplated in the
that the client has trained with JKPT, annualized for ( 12) months. The Parties agree that the liquidated damages
calculation is not an unlawful penally, but instead is a fair and reasonable estimate of JKPT's actual financial losses
b. In addition to any other relief deemed appropriate , in the event of a breach of Section 11, JKF'f
from Employee of all of JKPT's costs, expenses and reasonable attorneys' fees resulting from said violation,
regardless of whether said costs, expenses and attorneys' fees are attributed to JKPT's judicial or extra-judicial
c. Acknowl.edgement & Agreement. Employee fully understands and voluntarily agrees to the
terms of Sections 11 and 12 of this Agreement. after reasonable and fair opportunity to consult Employee's
13. NON-DISPARAGEMENT. During your employment with JKPT and at any time thereafter, Employee
agrees not 10 make any remarks, comments or communications about JK.PT, whether. in writing, orally or
of JKPT and/or any of its owners, officers, managers, members, employees, agents, attorneys, successors, assigns,
products or services, regardless of the accuracy of any such communication. In addition, the Parties agree that in
the event of a breach of this Section 13, Employee shall immediately pay JK.PT $5,000 for each such
communication as liquidated damages. The Parties agree that the damages sustained by a breach would be difficult
to determine and that this amount is a reasonable estimate of the damages likely to result
14. INDEMNIFICATION. Employee shall indemnify and hold harmless JKPT and/or its owners, officers,
managers, members, employees, agents, attorneys, successors and assigns from and against any claims, actions.
suits, damages, losses, fines, taxes, penalties, costs and expenses {including reasonable attorneys' fees and litigation
Protected Information terms in this Agreement; (iii) Any third party's claim, action, suit, damage, loss, fine, tax,
penalty or order against JKPT and/or its officers, managers, members, employees, agents, attorneys, successors and
1S. PROMOTIONAL MATERIALS. Employee agrees to participate in photos, videos and other promotional
efforts as requested by JKPT, and consents to the use of Employee's likeness in JKPT promotional efforts,
including without limitation on JKPT's website, without additional compensation other than Employee's continuing
16. ASSIGNMENT. JKPT may assign its rights and responsibilities hereunder to a third party. Employee
may not assign its rights or responsibilities hereunder except with prior written consent by JKPT.
17. ENTIRE AGREEMENT. The express terms within this Agreement, including "Exhibit A'' and the
time by JKPT management. There are no other agreements (written or oral), warranties or binding representations
between the Parties other than as expressly set forth herein. In the event of any conf1ict of terms between this
Agreement and any other document related to Employee's employment, the terms of this Agreement shall control.
Page 6 of7
18. WAIVER In the event that JKPT does not enforce the terms of this Agreement in one or more instances,
that shall not serve as a consent to any such future act or omission or as a waiver of JKPT's rights of full
unenforceable, it shall not affect the validity or enforceability of the remainder hereof, and the Parties intend for
Sections 9, 10. 11. 12 and 13, Employee waives any right to claim such provisions are overbroad or excessive in
scope or duration.
21. CHOICE OF LAW & VENUE. This Agreement shall be governed by the laws of the State of Illinois.
The Circuit Court of Cook County, Illinois shall be the court of exclusive jurisdiction and exclusive venue for any
such venue is improper or inconvenient.
22. SECTION HEADINGS. All section headings are used as a matter of convenience and reference and
shall in no way define, limit or extend the scope of this Agreement or the intent of any provisions thereof.
BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ENTERING INTO mis
AGREEMENT VOLUNTARILY, WITH FULL KNOWLEDGE AND CONSENT TO THE TERMS
HEREIN AND AFTER REASONABLE OPPORTUNITY TO CONSULT AN ATTORNEY.
IN WITNESS WHEREOF, the Parties executed this A
By: --1-.J---.-'>.--.<---=.-J~i---,L--------
J , NAL TRAINING, LLC
By ts Authorized Member or Agent
Page 7 of 7
JIM KARAS PERSONAL TRAING v. LUCK JOSH, Docket No. 2018-CH-03323 (Ill. Cir. Ct. Mar. 14, 2018), Court Docket
General Information
Court Illinois Circuit Court, Cook County, Chancery Division
Docket Number 2018-CH-03323
Status OPEN
© 2018 The Bureau of National Affairs, Inc. All Rights Reserved. Terms of Service
// PAGE 39

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IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

COUNTY DEPARTMENT, CHANCERY DIVISION

JIM KARAS PERSONAL TRAINING, LLC,

JOSH LUCK, ASHLEY VAIL, RYAN DOODY,

PHILIP CHUNG and THOMAS S. SOULELES,

("PRACTICE CHICAGO"), states as follows:

Nature of the Case

1. This is an action by JKPT, an elite and comprehensive personal fitness training

services for a one-year period following their departures from JKPT.

Doody on behalf of JKPT.

3. Defendants' conduct has caused and is continuing to cause irreparable harm to

JKPT, as certain of JKPT's clients, as a result of Defendants' solicitations and acceptances of

preliminary and permanent injunction barring Defendants from soliciting, providing, or

result of Defendants' conduct.

reputation and accomplishments, JKPT has developed long-term, near-permanent relationships

5. On information and belief, Defendant Luck is an Illinois citizen who resides at

2018, he left JKPT to join Practice Chicago.

6. On information and belief, Defendant Vail is an Illinois citizen who resides at

7. On information and belief, Defendant Doody is an Illinois citizen who resides at

order to join Practice Chicago.

8. On information and belief, Defendant Practice Chicago is an Illinois limited

2017, was employed by JKPT as its President.

9. On information and belief, Respondent in Discovery Philip Chung ("Chung") is

10. On information and belief, Respondent in Discovery Thomas S. Souleles

Jurisdiction and Venue

to Illinois, and the breach of said contract occurred within Illinois.

litigation arises occurred within this jurisdiction.

cryotherapy, weight loss, and dietary services.

clients are among its primary assets.

used to encourage personal training clients to purchase additional training services.

expect from the JKPT brand.

physiology, exercise science, kinesiology, psychology, rehabilitation of injuries and imbalances,

nutrition, and habit-based coaching, to name a few.

The Employment Agreements

restrictive covenant agreement as a condition of his/her employment or continued employment.

Personal Training, LLC Trainer Employment Agreement ("Employment Agreement"), revised as

of July 21, 2014.

Agreement, entered into July 22, 2014, is attached hereto as Exhibit C.

President of the Company. (Exs. A, B, and C, at p. 7 of 7).

Doody acknowledged, in relevant part, that:

Exs. A, B. and C, 3rd "Whereas," at p. 1 of 7.

each recognized his/her duty of loyalty to JKPT as follows:

a. Duty of Loyalty to JKPT. Employee shall use Employee's best

Exs. A, B, and C, §7a, at p. 2 of 7.

Acceptance of JKPT Clients," contained the following post-employment prohibitions on Luck,

b. Unless specifically identified by Employee and agreed by JKPT in

c. Not to encourage any JKPT Client to cease or reduce its business

Exs. A, B, and C, § 11 at p. 5 of 7 ( emphasis supplied).

32. Section 12 of their Employment Agreements, entitled "Breach of Non-Solicitation

§§12a and bat pp. 5-6 of 7.

accepted business. Exs. A, B, and C, § 12a. at p. 5 of 7.

counsel prior to entering into this Agreement." To separately memorialize this

Agreements, just above their signatures.

JKPT President Philip Chung Terminates His Employment with

39. In setting up and operating Practice Chicago, Chung also advertised it on

agreements with JKPT.

entrusted at JKPT-in violation of their Employment Agreements. As a result, some of JKPT' s

them at Practice Chicago.

his Employment Agreement.

45. JKPT incorporates the allegations of Paragraphs I through 44 as Paragraph 45 of

thereby misleading clients into stopping using the services of JKPT.

49. The non-solicitation and non-acceptance provisions of the Employment

and its legitimate protectable interest in its client information.

50. The scope of the, non-solicitation and non-acceptance provisions of the