License Agreement - PSYCH-K® Advanced Integration Workshops
This License Agreement is made this (the “Effective Date”), by and between The Myrddin Corporation, a New Mexico corporation (hereinafter referred to as “Myrddin”) located at P.O. Box 1885, El Prado, New Mexico, USA and , PSYCH-K® Advanced Integration Workshop Instructor, (hereinafter, “Instructor”) located at , . Myrddin and Instructor are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, Myrddin is the owner of all Myrddin intellectual property, including but not limited to the copyright in all materials, manuals, books, audio and video materials used in connection with the PSYCH-K® Advanced Integration Workshop (hereinafter “PSYCH-K®” and “Workshop/s”), the copyright in all materials generated by Myrddin in connection with the Workshop/s, Myrddin’s trade secrets, including but not limited to, participant data, mailing lists, and contact information, and trademarks and service marks including but not limited to PSYCH-K®, U.S. Patent and Trademark Office Registration No. 3,196,506, FREE YOUR MIND, the THREE NESTED SPIRALS LOGO (Design), and SOFTWARE FOR THE MIND, (collectively, the “Myrddin IP”), the validity of which is undisputed by the Instructor; and
WHEREAS, Myrddin desires to grant Instructor a license to use the Myrddin IP upon the terms and conditions hereinafter set forth; and
WHEREAS, the Instructor desires to provide Advanced Integration Workshop/s using the Myrddin IP, and desires to accept and diligently use the license from Myrddin subject to the terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, it is agreed as follows:
(a) Marketing Plans. Before implementing any marketing plans, Instructor shall submit to Myrddin, in written form, any and all plans for marketing the Workshop/s, including a detailed outline for Instructor’s use of all Myrddin IP. This includes, but is not limited to, any digital or print publications, such as websites, blogs, books, or brochures about PSYCH-K®, in which the trade name PSYCH-K® is used. In the event that Myrddin disagrees with any of the marketing techniques or usage of the Myrddin materials or IP, the Instructor agrees to discuss the differences with Myrddin. In the event that these differences cannot be resolved to the mutual satisfaction of both Parties, Myrddin’s decision regarding permitted use of the Myrddin IP will be final and binding.
(b) Course Approval. Instructor shall use only Workshop materials supplied by Myrddin unless otherwise agreed to in writing by Myrddin. In conducting an Advanced Integration Workshop, the Instructor shall adhere to the curriculum (the “Curriculum”) received by Instructor during training, and shall not expand, re-sequence, or edit the length or content of the Curriculum. Instructor shall teach, in any Workshop/s given by Instructor, only the processes supported by the Advanced Integration Workshop/s packets, in a contiguous, four-day format, unless otherwise agreed to in writing by Myrddin. Instructor shall not teach additional classes or workshops that require the completion of the Basic, Master Facilitation, or Advanced Integration Workshop as a prerequisite, without the express written permission of Myrddin.
c) Course Instruction in Other Languages. Instructor may teach the Advanced Integration Workshop/s in English or any other native language suitable for the Advanced Integration Workshop/s being offered by the Instructor. However, Instructor shall use only English-language Advanced Integration Workshop/s materials, manuals, books, audio and video materials, unless otherwise authorized in writing by Myrddin. Subject to the provisions of Section (3)(d), below, Instructor shall not translate, nor shall Instructor order or commission any translation of, any of the Workshop/s materials, manuals, books, audio and video materials into the native language in which Instructor may be teaching.
d) Translation. If and only if Instructor and Myrddin agree on terms and conditions in writing in advance, Instructor may create a translation of one or more of the Workshop/s materials, manuals, books, audio and video materials (the “Translation”). Myrddin shall own all right, title, and interest in and to any Translation. Instructor agrees that any Translation shall be considered a specially commissioned work made for hire and that Myrddin shall be considered the author of the Translation and shall own all rights in and to the copyright of the Translation. To the extent that the Translation does not, for whatever reason, vest in Myrddin, Instructor hereby grants, assigns, and transfers to Myrddin all right, title and interest in and to the Translation and agrees to execute any instruments as may be required to effectuate such grant, assignment, or transfer. Instructor hereby waives any moral rights or rights of droit moral with respect to the Translation.
e.) Participant Data, Mailing Lists and Contact Information. Instructor agrees that all participant data, mailing lists, and contact information created or compiled by Instructor during the term of this Agreement is a confidential trade secret solely owned by Myrddin. Instructor shall immediately cease use of such information in the event of termination of this Agreement in accordance with Section 7.
(a) Participant Information: At each Advanced Workshop, the Instructor shall ensure that each participant has previously executed the current version of the Workshop Participant Agreement, whether electronically or manually. If participant has never executed a Workshop Participant Agreement, then they need to do so electronically. In the event that the electronic version is impossible to execute, due to logistical or other extenuating circumstances, the Instructor agrees to complete an email exchange between the participant and the Instructor with an acknowledgment by the participant that he/she has read and agrees to abide by said Workshop Participant Agreement. The Instructor agrees to copy Myrddin, or its designated Agent, on the email exchange between the Instructor and participant, thereby providing a copy of the agreement to Myrddin. If the participant needs to execute the Workshop Participant Agreement via email, then, within seven (7) days of the completion of the Workshop/s conducted by the Instructor, Myrddin shall be in receipt of an email as described in this section. Furthermore, the name and email address of the participant, in addition to the date of the workshop, must be included in the email to Myrddin. In addition, to the extent that Instructor is not precluded from doing so by any applicable local laws, Instructor agrees to provide Myrddin with an electronic list of workshop participant information that shall include, but not be limited to, name, mailing address, telephone number/s, email address, and price paid for the workshop. The format of this information is to be compatible with Microsoft Excel or another format to be specified by Myrddin. Myrddin reserves the right to use these names, as it sees fit, for any and all marketing, survey or other purposes deemed appropriate by Myrddin, in accordance with local laws in the country of origin. Should Myrddin enable alternate means of obtaining any of the participant information directly through an electronic process or otherwise, Instructor shall no longer be required to provide such information.
(b)(i) Purchase of Workshop/s Packets from Myrddin: Instructor will receive within fourteen (14) days following Certification, an accounting credit for $1500 USD Instructor shall purchase and use a minimum of forty (40) participant packets during each twelve (12) months following the Instructor’s “Agreement Anniversary.” Any variation of the requirements set forth in this Section (4)(b)(i) must be requested in writing by Instructor and approved in writing by Myrddin.
(b)(ii) Handout/s Use: Instructor shall use at least the minimum number of participant packets set forth in Section (4)(b)(i), above, to instruct participants in Workshop/s during the twelve (12) month period for which they were purchased.
(c) Skills Refresher: The Instructor agrees to teach at least one PSYCH-K® Advanced Integration Workshop during each 6-month period of each year, starting on the Effective Date. If the Instructor fails to do so, Instructor agrees to attend a PSYCH-K® Advanced Integration Workshop taught by another Certified Instructor to be determined by Myrddin. Instructor shall meet this requirement before beginning or resuming teaching Workshop/s. All expenses associated with meeting this requirement will be borne exclusively by the Instructor.
(d) Professional Conduct: The Instructor shall diligently conduct himself or herself in an ethical and professional manner with respect to the Myrddin IP. Failure to do so, in the opinion of Myrddin, will result in the immediate termination of this Licensing Agreement.
(e) Pricing: Myrddin reserves the right at any time to change prices for its products and services including Certification maintenance requirements. Any such pricing changes will become effective to PK Advanced Workshop Instructor thirty (30) days from the date instituted by Myrddin.
(a) Term: This Agreement shall be effective as of the Effective Date and shall be in effect for an initial term of one (1) year. Upon the expiration of the first year and on the anniversary date (the “Anniversary”) occurring each year thereafter, this Agreement shall automatically be renewed unless either Party notifies the other in writing at least thirty (30) days prior to the Anniversary that the Agreement will not be renewed.
(b) Termination: If either Party fails to fully perform any of its obligations under this Agreement, this Agreement shall terminate thirty (30) days from receipt of written notice by either Party. Furthermore, either Party may terminate this Agreement at any time upon thirty (30) days written notice to the other Party. In no event shall a termination under this Paragraph 7 relieve Instructor from any obligation to pay any fees that accrue as a result of this Agreement, or to adhere to the Confidentiality requirements of Paragraph 6 above.
(c) Termination of License: Instructor acknowledges, understands, and agrees that he/she is obtaining no right, title, or ownership interest in the materials he/she is obtaining from Myrddin, but is acquiring only a license to use these materials in accordance with the terms of this Agreement. Upon termination of this Agreement, Instructor shall immediately return all Workshop/s materials and the PK Advanced Workshop Instructor Certification Training Manual to Myrddin, at Instructor’s expense, unless other arrangements are agreed to, in writing, by Myrddin. Furthermore, Instructor understands and agrees that no refund for unused Myrddin materials will be granted under the terms of this agreement.
Instructor understands and agrees that upon the termination of this Agreement, Instructor no longer has any rights to copy or use any of the Myrddin IP in any manner, method, or form, including but not limited to the Workshop/s or Advanced Workshop Instructor Certification Training materials or any portions thereof, nor to subsequently use the Myrddin IP for commercial training purposes under any of Myrddin’s trademarks, service marks, or trade names. Instructor understands and agrees that upon the termination of this Agreement, Instructor shall make no further use of Myrddin’s trade secrets, nor shall Instructor contact any former or current participant of the Workshop/s for training purposes, including, but not limited to, attending or sponsoring Workshop/s, without the express written consent of Myrddin. Following the termination of Instructor’s rights pursuant to this Agreement, Instructor and Myrddin may, at the sole discretion of Myrddin, enter into a subsequent agreement with Myrddin for Instructor’s limited use of the Myrddin IP.
(d) Training Material: Instructor also acknowledges, understands, and agrees that the training materials supplied by Myrddin are proprietary, intellectual property. And further, upon the termination of the contract, PSYCH-K® Advanced Workshop Instructor agrees not to plagiarize, imitate, modify, reproduce, or otherwise copy the “Workshop/s” or PSYCH-K® Advanced Integration Instructor Certification Training materials, or any portions thereof, and subsequently use them for commercial training purposes under the trade name PSYCH-K®, or a different trade name.
IN WITNESS WHEREOF the Parties have executed this Agreement the date and year first written above.
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Document Name: License Agreement - PSYCH-K® Advanced Integration Workshops
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