The license agreement required for Licensees to offer The Skillery's Introduction to Entrepreneurship workshops.
Introduction to Entrepreneurship License Agreement
This AGREEMENT made between The Skillery, Inc. and the person signing (by accepting the terms and conditions of this Agreement) (“Licensee”), with respect to the book “Introduction to Entrepreneurship” and any related materials authored by Licensor (the “Introduction to Entrepreneurship Licensing Program”).
BY USING THE INTRODUCTION TO ENTREPRENEURSHIP LICENSING PROGRAM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE INTRODUCTION TO ENTREPRENEURSHIP LICENSING PROGRAM TO LICENSEE AND YOU MUST NOT ACCESS SUCH CONTENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY CONTENT THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE INTRODUCTION TO ENTREPRENEURSHIP LICENSING PROGRAM
(a) Grant of License: Licensor grants to Licensee for the term of this Agreement, subject to the terms and conditions herein contained, and Licensee hereby accepts, the non-exclusive right, license and privilege to utilize the Introduction to Entrepreneurship Licensing Program solely and only in connection with Licensee’s workshops, classes, coaching and other educational or instructional services (Licensee’s “Introduction to Entrepreneurship Instructional Services”) under the terms and conditions stated herein. Licensee agrees that it will not utilize the Introduction to Entrepreneurship Licensing Program in any manner not specifically authorized by this Agreement.
(b) Limited Grant: Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Introduction to Entrepreneurship Licensing Program in any manner whatsoever to other licensees. Licensor specifically reserves all rights not herein granted.
Specifically, it is understood Licensee may not use the Introduction to Entrepreneurship Licensing Program in such manner as to identify it with a product or service other than the Introduction to Entrepreneurship Licensing Program.
2. LICENSE PERIOD (THE TERM): The License granted hereunder shall be effective and terminate as follows (unless sooner terminated in accordance with the terms and conditions hereof):
Commencement Date: License is effective on the date of purchase.
Termination Date: One year from date of purchase, unless otherwise specified.
(the “License Period”)
At the expiry of the License Period, the License shall automatically be extended for a like period of time unless not less than thirty (30) days prior to any Termination Date either party, Licensor or Licensee, gives notice of its desire not to renew the License.
3. EXCLUSION: Anything in this Agreement to the contrary notwithstanding, Licensees rights hereunder shall not include the right to, and Licensee hereby warrants that it will not, use the Introduction to Entrepreneurship Licensing Program for any endorsement of any other product or service.
4. COPYRIGHT AND TRADEMARK NOTICES:
(a) Copyright Notices: Licensee shall cause to be legibly imprinted or displayed on all Introduction to Entrepreneurship Licensing Program materials and on all advertising materials for The Introduction to Entrepreneurship Program the complete copyright notice: (c) The Skillery 2017.
(b) Trademark Notices: Licensee shall also cause to be legibly imprinted or displayed on all Introduction to Entrepreneurship Licensing Program materials and advertising materials for the Introduction to Entrepreneurship Program the appropriate trademark notice, either TM or R as Licensor shall determine, and shall affix the notice as specified by Licensor.
5. LICENSORS RIGHT OF APPROVAL OF THE INTRODUCTION TO ENTREPRENEURSHIP LICENSING PROGRAM,
ADVERTISING, MATERIALS, ETC.: Licensor reserves the right to approve the quality, style and format of Licensee’s use of the Introduction to Entrepreneurship Licensing Program. Such approval may be granted or withheld at any time as Licensor in its sole discretion may determine.
6. PROTECTION OF LICENSOR’S RIGHTS AND INTERESTS: Licensor and Licensee agree that Licensee’s utilization of the Introduction to Entrepreneurship Licensing Program, upon or in connection with Licensee’s Introduction to Entrepreneurship Instructional Services, is conditioned upon the protection of Licensee’s rights and the goodwill resulting from such use. Licensee agrees to protect Licensor’s rights and goodwill as set forth herein below and elsewhere in this Agreement.
(a) Good Will and Protection:
(i) Licensee recognizes the great value of the publicity and goodwill associated with the Introduction to Entrepreneurship Program and, in such connection, acknowledges that such goodwill exclusively belongs to Licensor. Licensee further acknowledges that all rights in any additional material, new versions, translations, rearrangements, or other changes in the Introduction to Entrepreneurship Program which may be created by or for Licensee, shall be and will remain the exclusive property of Licensor. In addition, the same shall be and will remain a part of the Introduction to Entrepreneurship Program under the terms and conditions of this Agreement.
(ii) Licensee shall assist Licensor and/or Licensor’s authorized agents to all reasonable extents requested by Licensor in obtaining and maintaining in Licensor’s name any and all available protection of Licensor’s rights in and to the Introduction to Entrepreneurship Program.
(b) Indemnification By Licensee: Except for the rights licensed hereunder by Licensor to Licensee, Licensee hereby indemnifies and shall hold harmless Licensor, its’ agents, servants, employees and representatives, and each of them, from and against the costs and expenses of any and all claims, demands, causes of action and judgments arising out of (i) the unauthorized use of any infringement of any copyright, trade name, libel or invasion of the right of privacy, publicity, or other property right, or failure to perform, or any use of the Introduction to Entrepreneurship Program, (ii) the conduct by Licensee of its instructional services, including but not limited to any claims for physical injury or property damage to any person, and (iii) the infringement or breach of any other personal or property right of any person, firm or corporation by Licensee, or Licensee’s employees, agents or anyone, directly or indirectly, acting by, though, on behalf of, pursuant to contractual or any other relationship with Licensee in connection with the advertising, promotion and/or use of the Introduction to Entrepreneurship Program and/or any material relating thereto and/or naming or referring to Licensor or any marks and/or elements of the Introduction to Entrepreneurship Program. If Licensee is required by any vendor to take out insurance covering the risk of personal or property injury or harm, Licensee shall name Licensor as an additional insured to any such policies of insurance. In any event, Licensee shall require participants in its Instructional Services to sign a waiver and assumption of risk agreement in a form to be provided by Licensor.
(e) No Licensor Warranty: Licensor makes no warranty or representation as to the amount of income or profits Licensee will derive hereunder.
7. CONFIDENTIALITY: From time to time during the term of this Agreement, Licensor may disclose or make available to Licensee information about its business affairs, products or services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by Licensee or any of its representatives; (ii) is or becomes available to Licensee on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of Licensee or its representatives prior to being disclosed by or on behalf of Licensor; (iv) was or is independently developed by Licensee without reference to or use, in whole or in part, of any of Licensor's Confidential Information; or (v) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. Licensee shall: (A) protect and safeguard the confidentiality of Licensor's Confidential Information with at least the same degree of care as Licensee would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use Licensor's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to Licensee's representatives who need to know the Confidential Information to assist Licensee, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. Licensee shall be responsible for any breach of this Section caused by any of its representatives. At any time during or after the term of this Agreement, at Licensor's written request, Licensee shall promptly return, and shall require its representatives to return to Licensor all copies, whether in written, electronic or other form or media, of Licensor's Confidential Information. In addition to all other remedies available at law, Licensor may seek equitable relief (including injunctive relief) against Licensee and its representatives to prevent the breach or threatened breach of this Section and to secure its enforcement.
8. SPECIFIC UNDERTAKINGS OF THE PARTIES:
(a) Licensor warrants, represents and agrees that it has certain ownership rights in and has the right to grant licenses to utilize the titles and names (including the title and name “Introduction to Entrepreneurship”), ideas, concepts and visual representations as included in Introduction to Entrepreneurship Program and to grant the rights to the Introduction to Entrepreneurship Program granted Licensee in this agreement.
(b) Licensee warrants, represents and agrees that:
(1) It will not dispute the title of Licensor in and to the Introduction to Entrepreneurship Program or any copyright or trademark pertaining thereto, nor will it attack the validity of the License granted hereunder;
(2) It will not harm, misuse or bring into disrepute the Licensor and/or the Introduction to Entrepreneurship Program or any part thereof;
(3) It will utilize the Introduction to Entrepreneurship Program in an ethical manner and in accordance with the terms and intent of this Agreement;
(4) It will not create any expenses chargeable to Licensor;
(5) It will not enter into any sublicense or agency agreement for the sale or distribution of the Introduction to Entrepreneurship Program;
(6) It will offer its Introduction to Entrepreneurship Instructional Services at competitive prices and not for more than the price generally and customarily charged for the same or similar services.
(7) It will coordinate the release and promotion of its’ Introduction to Entrepreneurship Instructional Services in such manner as Licensor shall reasonably request.
(8) It will not create educational, coaching or personal development groups, workshops, documents, programs, goods or services for other Licensees related to or including The Introduction to Entrepreneurship Intellectual Property.
(9) It will not use the Introduction to Entrepreneurship Program in any way that violates the guidelines set by Licensor (see; “The Introduction to Entrepreneurship Licensee Guidebook”) for their use, nor will Licensee harm or diminish the Introduction to Entrepreneurship brand or The Skillery, Inc. as determined by the reasonable judgment of Licensor.
(a) If Licensee files a petition in bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy is filed against Licensee or if Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law or if Licensee discontinues its business or if a receiver is appointed for it or its business, the License granted hereunder, without notice, shall terminate automatically (upon the occurrence of any such event).
(b) If Licensee shall violate any of its obligations or conditions under the terms of this Agreement, Licensor shall have the right to terminate the License herein granted upon fifteen (15) days’ notice in writing, and such notice of termination shall become effective, unless Licensee shall completely remedy the violation and satisfy Licensor that such violation has been remedied within the such fifteen (15) day period. If such breach is incapable of being cured within such period of time, it shall be sufficient to avoid termination if Licensee commences a cure within the specified period and continues diligently to implement a cure even if such cure takes longer than the specified period.
(c) By notice given from either Licensor or Licensee to the other not later than thirty (30) days prior to the expiration of any License Period that the License shall not be renewed.
(d) If the License granted hereunder is terminated in accordance with the provisions of Sub-clauses 10(a) (b) or (c), Licensor shall not be obligated to reimburse Licensee for any payment theretofore paid by Licensee to Licensor.
(e) If the License granted hereunder is terminated pursuant to this clause 10, then neither Licensee nor its representatives, trustees, agents, administrators, successors and/or assigns shall thereafter have any right to exploit or in any way deal with any Introduction to Entrepreneurship Program.
10. EFFECT OF TERMINATION OR EXPIRATION: Upon expiration of the License granted hereunder or the earlier termination thereof, all rights granted to Licensee hereunder shall forthwith revert to Licensor, and Licensee thereafter, directly or indirectly, shall not use or refer to the Introduction to Entrepreneurship Program or any name, title, trademark or designation which in Licensor’s reasonable opinion is similar to the Introduction to Entrepreneurship Program. Licensee hereby agrees that at the expiration or termination of this Agreement for any reason, Licensee will be deemed automatically to have assigned, transferred and conveyed to Licensor any and all copyrights, trademark or service mark rights, goodwill or other right, title or interest in and to the merchandising of the Introduction to Entrepreneurship Program which may have been obtained by Licensee or which may have vested in Licensee pursuant to any endeavors covered hereby.
11. DISCLAIMERS AND LIMITATIONS:
(a) Disclaimer of Consequential Damages. NEITHER PARTY HAS ANY LIABILITY WITH RESPECT TO THE SERVICES OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Limitations of Remedies and Liability. EACH PARTY'S TOTAL LIABILITY TO THE OTHER PARTY FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL AMOUNTS RECEIVED BY THAT PARTY DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
12. REMEDIES OF LICENSOR:
(a) Licensee acknowledges that the failure of the Licensee to cease using the Introduction to Entrepreneurship Program upon the expiration or earlier termination of the License granted hereunder or the failure of Licensee to fulfill its obligations specified in this Agreement, will result in immediate and irremediable damage to Licensor. Licensee acknowledges that Licensor has no adequate remedy at law for any such failure referred to or referenced to in this Clause, and, in the event of any such failure, Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions, in addition to such other further relief as any court of competent jurisdiction may deem just and proper.
(b) If Licensor uses any remedy afforded by this Clause, Licensor shall not be deemed to have elected its remedy or to have waived any other rights or remedies available to it under this Agreement, or otherwise.
13. RESERVATION OF RIGHTS: Licensor reserves all rights pertaining to the Introduction to Entrepreneurship Program, except as specifically granted herein to Licensee.
14. NOTICES: All notices to be given to Licensor hereunder shall be addressed to Licensor or Licensee as follows:
To Licensor: The Skillery, Inc., 1323 6th Avenue North, Nashville TN 37208
Email: firstname.lastname@example.org, or at such other address as Licensor or Licensee shall designate in writing from time to time.
All notices shall be in writing and shall either be served by Certified or Registered Mail Return Receipt Requested, or by facsimile or email transmission (provided, as to facsimile or email transmissions, that a confirming copy is also sent by first class mail). Except as provided herein, such notices shall be deemed given when mailed or transmitted by facsimile or email (with a proof of receipt), except that notices of change of address shall be effective only after the actual receipt thereof.
15. WAIVER, MODIFICATION, ETC.: No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the Licensor. No written waiver shall excuse the performance of any act other than those specifically referred to therein. No written waiver by Licensee of any provision of this Agreement or of any default shall affect the Licensor’s rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default whether or not similar. Licensor makes no warranties to Licensee except those specifically expressed herein.
16. NO PARTNERSHIP, ETC.: This Agreement does not constitute and shall not be construed as constituting an agency, a partnership or joint venture between Licensor and Licensee. Neither party hereto shall hold itself out contrary to the terms of this Clause, and neither Licensor nor Licensee shall become liable for any representation, act or omission of the other contrary to the provisions hereof. This contract shall not be deemed to give any right or remedy to any third party whatsoever unless said right or remedy is specifically granted by Licensor in writing to such third party.
17. NON-ASSIGNABILITY: The license granted hereunder is and shall be personal to Licensee, and shall not be assignable by any act of Licensee or by operation of law. Any attempt by Licensee to grant sub-licenses or to assign or part with possession or control of the License granted hereunder or any of Licensee’s rights hereunder shall constitute a material breach of this Agreement. Licensor shall have the right to assign this Agreement, in which event Licensor shall be relieved of any and all obligations hereunder, provided such assignee shall assume this Agreement and all rights and obligations hereunder in writing.
18. GOVERNING LAW: This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the state of Tennessee, and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely therein.
19. HEADINGS; GENDER; PLURALS: The headings used in connection with the clauses and sub-clauses of this Agreement are inserted only for the purpose of reference. Such headings shall not be deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or intent of the provisions of this Agreement or any part thereof, nor shall such headings otherwise be given any legal effect. Terms used herein in any gender include the masculine, feminine and neuter gender, and terms used in the singular number include the plural number, if the context may require.
20. ENTIRE AGREEMENT: This Agreement sets forth the entire understanding of the parties hereto relating to the subject matter hereof. No modification, amendment, waiver, termination or discharge of this Agreement or of any of the terms or provisions hereof shall be binding upon either party hereto unless confirmed by a written instrument signed by Licensee.
21. SEVERABILITY: If any provision of this Agreement shall be held void, voidable, invalid, or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid, or inoperative provision had not been contained herein.
22. RIGHTS AND REMEDIES CUMULATIVE: Except as otherwise provided in this contract, all rights and remedies herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy.
23. EXECUTION OF AGREEMENT: This contract shall not be effective until signed by Licensee.
24. SPECIFIC ARRANGEMENT: If there is any specific arrangement between the parties, such specific situation shall be embodied in Schedule A, attached hereto and by this reference made a part of this Agreement.