PSYCH-K® Preferred Affiliate Agreement


Very important note: If you are already a participant in Health and Wellness Program Listings, please be sure to register for Preffered Affiliate Program with different username and different e-mail address. All other information can be exactly the same.


This Agreement is made on August 25th, 2019  (the “Effective Date”), 

by and between The Myrddin Corporation, a Colorado corporation (hereinafter referred to as “Myrddin”) located at P.O. Box 190, Crestone, Colorado, USA and , PSYCH-K® Preferred Affiliate (hereinafter, “Preferred Affiliate”), located at . Myrddin and Preferred Affiliate are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

Recitals

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 any and all PSYCH-K® trademarks and service marks, including common-law and registered marks, (collectively, the "Myrddin IP"), the validity of which is undisputed by the Preferred Affiliate; and

WHEREAS, Myrddin desires to grant Preferred Affiliate a license to use certain of the Myrddin IP upon the terms and conditions hereinafter set forth, namely, the registered servicemark PSYCH-K®, United States Patent and Trademark Office Registration No.3,196,506, the mark FREE YOUR MIND (+ Falcon logo).

WHEREAS, the Preferred Affiliate, affirming that they have successfully completed the PSYCH-K® Basic Workshop, PSYCH-K® Pro Workshop, and the PSYCH-K® Advanced Integration Workshop, taught by a Certified PSYCH-K® Instructor, agrees to diligently use the license to use the Permitted IP 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:

 

AGREEMENT

1. GRANT of LICENSE: Myrddin grants to Preferred Affiliate a non-exclusive, non-transferable, and revocable right to use the Permitted IP in his/her marketing program for his/her own private practice, using the PSYCH-K belief change processes. The Preferred Affiliate recognizes and acknowledges that all the Myrddin IP is proprietary to Myrddin and remains wholly owned by Myrddin, and acknowledges the validity and value of the Myrddin IP, Myrddin's rights thereto, and the goodwill represented thereby, and agrees that at no time, during or subsequent to the term of this Agreement, shall Preferred Affiliate directly or indirectly contest the ownership of the Myrddin IP or the validity of Myrddin's rights to the Myrddin IP and the goodwill represented thereby. The Preferred Affiliate agrees to preserve the integrity of the Permitted IP by using the Permitted IP in the manner set forth in this Agreement, without any alteration, contraction or other modification that may compromise the Permitted IP and the goodwill associated therewith. All goodwill from Preferred Affiliate's use of the Permitted IP, particularly any trademark use, inures to the benefit of Myrddin.

2. Consideration: In consideration of the grant of license by Myrddin, Preferred Affiliate shall, conduct themselves in a professional and ethical manner when using the Myrddin IP in the context of their private session format, to the satisfaction of Myrddin.

3. ROLE OF PREFERRED AFFILIATE: Preferred Affiliate may not teach any PSYCH-K® classes or Workshops. The requirements for the Preferred Affiliate status are subject to change, at the sole discretion of Myrddin, within thirty (30) days written notice to the Preferred Affiliate.

4. Maintaining preferred affiliate STATUS: To maintain Preferred Affiliate status, the Preferred Affiliate 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) Marketing. In the event that Myrddin disagrees with any of the marketing techniques or usage of the Myrddin IP or Myrddin materials by the Preferred Affiliate, the Preferred Affiliate 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 Myrddin IP and materials will be final and binding.

b) Regional Practice Sessions. The Preferred Affiliate may, but is not required to, organize and host Regional Practice Sessions comprised of students who have taken the

PSYCH-K® Basic Workshop, PSYCH-K Pro, and the PSYCH-K® Advanced Workshop. The Regional Practice Session will be a forum for PSYCH-K® facilitators who wish to discuss and practice the lessons/processes learned in those Workshops. The role of the Preferred Affiliate at such sessions may include coaching facilitators in the use of the skills learned in the Workshops, rather than to engage in teaching PSYCH-K® in any capacity. However, refinements and variations of the lessons/processes approved by Myrddin, may be shared with facilitators at such sessions. Furthermore, the Preferred Affiliate may organize and conduct introductory presentations for individuals who are not familiar with PSYCH-K, for purposes of soliciting new private clients. The format and content of such a presentation must be approved by Myrddin before it is organized and conducted.
 
c) Professional Conduct: The Preferred Affiliate shall diligently conduct him or herself in an ethical and professional manner, with respect to the Myrddin IP, and in accordance with the PSYCH-K® Statement of Principles, as provided in the PSYCH-K Basic Workshop, particularly when directly representing PSYCH-K® in any capacity.
 
f) Pricing: Myrddin reserves the right at any time to change the price for the Preferred Affiliate annual listing fee on the PSYCH-K Centre International website. Any such pricing changes will become effective to the Preferred Affiliate (30) thirty days from the date instituted by Myrddin.
 
5. Indemnification. Preferred Affiliate agrees to indemnify and hold harmless Myrddin from any and all liabilities, claims, or legal proceedings arising from the Preferred Affiliate's use of the Myrddin IP.

6. Confidentiality. The Parties hereto shall keep strictly confidential any and all trade secrets and/or financial information including but not limited to any and all financial data, marketing, business, or promotional plans relating to any trade secrets of Myrddin, and shall not disclose any such information to any person whatsoever except to such persons as Myrddin may direct.
 
7. Term and Termination.
(a) Term: This Agreement shall be effective as of the Signature Date (digital or otherwise) 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 of Agreement: If in the opinion of Myrddin the Preferred Affiliate fails to fully perform any of its obligations under this Agreement, this Agreement shall terminate immediately upon written notice, (including electronic mail) from Myrddin to Preferred Affiliate. Furthermore, Preferred Affiliate may terminate this Agreement at any time upon thirty (30) days' written notice to Myrddin. In no event shall a termination under this Paragraph 7 relieve Preferred Affiliate 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. Upon termination of this Agreement, Preferred Affiliate's name and contact information will be immediately removed from the official PSYCH-K® website listing of Preferred Affiliates.
 
(c) Termination of License: Preferred Affiliate 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. In the event of termination, all rights of the Preferred Affiliate to the use of the Permitted IP shall terminate. Preferred Affiliate no longer has any rights to use any of the Permitted IP in any manner, method, or form, nor to subsequently use the Permitted IP for promotional purposes under any of Myrddin's trademarks, servicemarks, or trade names. Following termination of Preferred Affiliate’s rights pursuant to this Agreement, Preferred Affiliate and Myrddin may, at the sole discretion of Myrddin, enter into a subsequent agreement with Myrddin for Preferred Affiliate’s limited use of the Myrddin IP.
 
8. Assignment. This Agreement is personal to Preferred Affiliate and Preferred Affiliate may not assign nor delegate any rights or obligations written under this Agreement.
 
9. BINDING EFFECT. Subject to the foregoing limitation on assignment, this Agreement shall be binding upon and inure to the benefit of both Parties and their respective legal representatives and successors.
 
10. modification. Modifications to this Agreement shall be made in writing and agreed to by both Parties. If no agreement can be reached either Party has the right to terminate the agreement as per Section 7 b) or c) of this agreement.
 
11. NON-WAIVER. No delay or failure by either Party to exercise any right hereunder, and no partial or single exercise of any such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.
 
12. attorneys’ fees. In the event of any controversy, claim, or dispute between the Parties arising out of or relating to this Agreement or its breach, the prevailing Party shall be entitled, in addition to any other relief, to recover reasonable attorneys’ fees, costs, and necessary disbursements, whether or not the controversy, claim or dispute results in litigation or arbitration between the Parties.
 
13. governing law. Except to the extent that United States federal law governs trademark or copyright law matters, this Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Colorado, the courts of which shall have jurisdiction over any dispute or litigation between the Parties.
 
14. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected but shall continue in full force and effect.
 
15. Entire agreement. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements, representations and promises, whether written or oral.

16. RELATIONSHIP OF PARTIES. Nothing herein shall be construed to place the Parties in the relationship of partners, joint venturers or agent to the other, and no Party shall have the power to obligate or bind any other Party.

17. Notices. All notices and other communications required to be given by this Agreement shall be in writing and delivered by (a) hand delivery, commercial delivery, or electronic delivery (including electronic mail) evidenced by written proof of receipt, or (b) sent by certified or registered mail, return receipt requested. Notices shall be deemed to have been given on the date of receipt by the receiving Party at the address given above. Each Party is responsible for notifying the other Party of any change of address.
 
18. Paragraph headings. The paragraph headings in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of the Agreement.
 
19. COUNTERPARTS. This agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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