Master Facilitation Workshop License Agreement
License Agreement
Certified Instructor of Master Facilitation Workshop
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 PO Box 1885, El Prado, New Mexico, USA and , PSYCH-K® Master Facilitation 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 Master Facilitation 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 Master Facilitation 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, the parties agree it is agreed as follows:
(a) Marketing Plans. Before implementing any marketing plans, Instructor will 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 a Master Facilitation 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 Master Facilitation Workshop /s handouts, in a contiguous, three-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 PSYCH-K workshops as a prerequisite, without the express written permission of Myrddin
c) Course Instruction in Other Languages. Instructor may teach the PSYCH-K Master Facilitation Workshop in English or any other native language suitable for the PSYCH-K Master Facilitation Workshop being offered by the Instructor. However, Instructor shall use only English-language PSYCH-K Master Facilitation Workshop materials, manuals, books, audio and video materials, unless otherwise authorized in writing by 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, without the express written permission of Myrddin.
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.
4. Maintaining certification and renewing license Agreement: As set forth herein, Myrddin provides for Certification and maintenance of Certification. To maintain Certification and renew this License Agreement, the Instructor must meet the following requirements. Failure to meet the following requirements shall constitute a failure to perform as set forth in Section (7)(b), below.
(a) Participant Information: At each Workshop, the Instructor shall distribute to the participants the current version of the Instructor Evaluation Form. 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 class participant information that shall include, but not be limited to, name, mailing address, telephone number/s, email address. 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) Skills Refresher: The Instructor agrees to teach at least one PSYCH-K Master Facilitation 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 Master Facilitation 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.
(c) 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.
(d) 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 Instructor (30) thirty days from the date instituted by Myrddin.
(e) Private Facilitation: The Instructor agrees to incorporate the Master Facilitation Workshop philosophies, concepts and methodologies when holding PSYCH-K Facilitation sessions in their overall business practices.
(f)(i) Purchase of Workshop/s Handouts from Myrddin: Instructor shall purchase and use a minimum of fifty (50) handouts during each twelve (12) months following Instructor’s “Agreement Anniversary.” Any variation of the requirements set forth in this Section (4)(f)(i) must be requested in writing by Instructor and approved in writing by Myrddin.
(f)(ii) Handout/s Use: Instructor shall use at least the minimum number of handouts set forth in Section (4)(f)(i), above, to instruct participants in Workshop/s during the twelve (12) month period for which they were purchased.
(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. Instructor understands and agrees that upon termination of this Agreement, Instructor no longer has any rights to teach the Master Facilitation Workshop. Upon termination of this Agreement, Instructor shall immediately return all Workshop/s materials, at the 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.
(d) Training Material: Instructor also acknowledges, understands, and agrees that the training materials supplied by Myrddin are proprietary, intellectual property. And further, upon termination of the contract, PSYCH-K Master Facilitation Workshop Instructor agrees not to plagiarize, imitate, modify, reproduce, or otherwise copy the “Workshop/s” or PSYCH-K Master Facilitation Workshop 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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