Individual, Non-Exclusive Licensing Agreement

Transcription

1 Individual, Non-Exclusive Licensing Agreement THIS NON-EXCLUSIVE INDIVIDUAL LICENSING AGREEMENT (the Agreement ) is made today, as indicated on the date, and time stamp of this submitted contract, (the Effective Date ) by and between tswb Strategies, Inc., an Illinois corporation, with offices at 4335 Greenwood St; Skokie, IL 60076, doing business as ManageHub ( ManageHub ), and the individual indicated in the header section of this signup form ( Coach ), with offices located at the address indicated in the header section of this signup form. BACKGROUND: 1. ManageHub offers a business coaching, consulting, and training solution that provides standardized methods of organizational improvement, leadership development, strategic planning and implementation, measurement of management maturity, and employee engagement (the ManageHub System ), which utilizes numerous copywritten materials, trademarked names and logos, cloud-based software ( Software ), a core curriculum of online, on-demand, and recorded training seminars and workshops (the Accelerator ), and proprietary approaches as part of the ManageHub System that ManageHub has developed (the Proprietary Information ). 2. Coach wishes to sell in-person and or online services based upon the ManageHub System, Software, and Proprietary Information to individual third-party organizations who may be forprofit, or non-profit, but who are not groups or associations of independent organizations ( Customer ). 3. Coach wishes to use ManageHub Systems, Software, and Proprietary Information, on the terms stated below. AGREEMENT: NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, ManageHub and Coach agree as follows: ManageHub grants Coach an individual, non-transferable, limited, non-exclusive license to market face-to-face, in-person, and/or online ManageHub coaching and consulting services to Customers. In exchange for the compensation described in Section C of this Agreement, and Coach s compliance with the other terms of this Agreement, A. ManageHub will provide Coach: (i) ManageHub Software: ManageHub will provide Coach and Customer with the ability to create the free-version of ManageHub Software. The free version of ManageHub Software can be used by Coach for marketing and training purposes. It will include limited storage, bandwidth, workspaces, server speed, and other limited features. Customer can upgrade their ManageHub

2 Software account at any time based upon standard ManageHub service rates, terms, and at their own expense. Access to ManageHub Software is conditional on Coach and Customer agreeing to and complying with a separate standard ManageHub Software terms of use agreement; (ii) ManageHub Accelerator: ManageHub authorizes Coach to bundle the ManageHub Accelerator with his or her coaching and consulting services. Coach agrees that the content and methods of presentation of the Accelerator is determined by ManageHub and is subject to change at ManageHub's sole discretion, and without prior written notice to Coach and/or Customer. (iii) ManageHub Accelerator Memberships: ManageHub will provide Coach with the ability to purchase individual, non-transferable Accelerator Memberships at a standard wholesale price. Coach agrees that each Accelerator membership is meant for use by one, individual person only. If multiple employees of a Customer requires access to the Accelerator, Coach agrees to ensure ManageHub is paid, either directly by the Customer, or through the Coach, for each individual employee that is given access to the Accelerator. The Accelerator wholesale price is subject to change and will be published in the standard Coach Brochure currently in effect. (iv) Digital Access to ManageHub Book: ManageHub will provide Customer with access to 1 digital, non-transferable copy of the PDF version of the ManageHub online book for each individual Accelerator Membership purchased by the Customer for the sole use of that member; (v) ManageHub Coaching Handbook: ManageHub will provide Coach with access to 1 digital, non-transferable copy of the PDF version of the ManageHub Coach Training and Checklists handbook for the exclusive use by Coach; (vi) ManageHub Worksheets and Tools: ManageHub will provide Coach with digital access to the Core ManageHub worksheets and tools that are described in the ManageHub Book for the sole use by Coach and Customer organization: a. Business Model Map PDF Worksheets and Excel Spreadsheets b. Employee Survey Analysis Spreadsheet c. Employee Coaching Worksheet d. Process Management Worksheet e. (ISO-based) Standard Operating Procedure Template (vii) Optional Virtual Assistant Support Services: Coach may purchase the support of a ManageHub Virtual Assistant, if needed, in 2-hr blocks of time, and at standard published rates. The type of assistance offered is limited to reviewing a Customer s Accelerator homework assignments, or setting up a Customer s ManageHub Software Account. Support services can also be used to train a ManageHub Coach in how to perform homework reviews or setup a ManageHub Software account. Support services do not provide coaching or consulting services. The Support sessions that ManageHub provides Coach will be held by phone, skype, join-me or

3 gotomeeting, and supplemented by communications, unless the parties agree to another online meeting format, or agree to meet in person at a mutually agreeable location, if possible. (viii) Optional Affiliate Program: ManageHub invites Coach to participate in the ManageHub Affiliate Program which pays Coach a percentage commission for selected online purchases of ManageHub services by their current or prospective Customers. The ManageHub Affiliate Program portal lists the services covered by the Affiliate program. Participation is conditional on Coach agreeing to and complying with a separate standard ManageHub affiliate program terms of use agreement; (ix) Marketing Materials: ManageHub will provide Coach with access to a variety of marketing materials including: PDF shareable brochure, template, web ads, print-ready exhibit table throw template, print ready exhibit banner template, and collateral handouts. Coach may pay ManageHub to have these marketing materials customized with their logos, slogans, and messaging, if needed. These services may be purchased from ManageHub in 2 hour blocks of time, at standard published rates; (x) Online Marketing Presentations: ManageHub will provide Coach with access to a free, introductory on-demand, recorded online workshop that Coach may use to promote their ManageHub services to prospective Customers. B. Coach further agrees to: (i) Maintain Minimum Sales: Coach agrees to sell the minimum number of ManageHub Customers each month as required by the Coach Level they are associated with. Currently, the beginning, Bronze Level requires Coach to sell 3+ new Customers each month. Minimum sales levels are subject to change and will be published in the standard Coach Brochure currently in effect; (ii) Maintain Minimum Custom Retention Rates: Coach agrees that ManageHub has an interest and right in assuring a Customer s continuing satisfaction. ManageHub measures satisfaction by the percentage of Coach s Customers who convert into an ongoing paying ManageHub software account. Currently, the beginning Bronze Level requires Coach to maintain an overall 65% conversion and ongoing retention rate. Minimum conversion and retention levels are subject to change and will be published in the standard Coach Brochure currently in effect; (iii) Maintain Service Standards: Coach agrees, that although ManageHub does not require a specific coaching or consulting method or approach, Coach agrees to maintain the general service standards established in the ManageHub Coaching Guide and Checklists handbook. For example, Coach should in the minimum: a. Review Customers homework and offer assistance or support for its improvement; b. Coach should assist Customer in setting up their ManageHub Software account;

4 c. Coach should monitor Customer s progress, offer encouragement and support, as needed to deliver value, and retain Customer as an ongoing paying ManageHub Software user; (iv) Branding: Coach agrees that any and all uses of the ManageHub logo, name, and representations, will be approved by communication by ManageHub prior to publication, communication, or use; (v) Advertising Pricing is Not Allowed: Coach agrees not to advertise their ManageHub related coaching or consulting fees, or prices via banner ads, blasts, radio, television, newspaper, magazine, newsletter, web-ads, text-ads, or any other form of communication, unless specifically authorized, on a case-by-case basis, by ManageHub via communication. (vi) Non-Exclusivity: Coach agrees that ManageHub is granting a non-exclusive license to market ManageHub services. Coach agrees that current, past, or prospective customers retain the right to purchase services from any source including ManageHub, any other coach, or a ManageHub Strategic Partner, at Customer s sole discretion. Accordingly, Coach agrees to waive any claims for compensation for lost past, current or future income from ManageHub or any other entity in the event a Customer chooses to purchase or stop purchasing ManageHub services, or any other services, from Coach; (vii) Social Media: Coach agrees to participate in ManageHub s ongoing social media efforts by posting and reporting ManageHub blog articles, online, and live events as requested; (viii) Dissatisfied Customers: Coach agrees that ManageHub s reputation and branding should be protected at all times and that if a Customer is dissatisfied with Coach s services, Customer has the option of being served by another ManageHub licensed coach, or one of ManageHub s online coaching programs, with no compensation owed Coach other than the usual, in-effect Affiliate fee, if applicable; (ix) ManageHub Services: Coach acknowledges that ManageHub offers online coaching programs and other in-person services and events that current or prospective Customers of Coach may want to purchase. Coach agrees that ManageHub does not owe Coach any compensation for ManageHub services purchases by a current, past, or prospective Customer of Coach other than any related Affiliate fee in effect at the time of the Customer s purchase, if applicable; (x) Coach is One Individual Person: Coach agrees that this Agreement relates to one individual person and not multiple people associated with Coach, Coach s firm, or Coach s LLC, corporation, or business entity. This means that Coach cannot share the value described in Section A of this Agreement with anyone, even an employee of the Coach s corporation or affiliated business. Coach agrees that every individual person delivering ManageHub services will need to execute their own Coach Agreement with ManageHub and pay the compensation described in Section C of this Agreement. Coach agrees to pay ManageHub five (5) times the compensation described in Section C of this Agreement for every individual person with whom they share any of the value described in Section A of this Agreement.

5 C. Compensation. Coach acknowledges that the total amount due to ManageHub under this Agreement is: (i) License Fee: Coach agrees to pay $99 per month licensing fee. (ii) Pre-Authorized Credit Card: Coach agrees to pay the fee by pre-authorized automated credit card payments, executed using the third party Automatic Payment System ManageHub uses to implement such credit card or checking account payments. D. Ownership of ManageHub System. Coach recognizes and acknowledges that the ManageHub Systems, Software, and Proprietary Information, including, but not limited to, any and all of the ideas, systems, Software, and materials that ManageHub discloses to Coach, is extremely valuable to ManageHub. As a condition of receiving the ManageHub Systems, Software, and Proprietary Information, Coach agrees that: (i) The ManageHub Systems, Software, and Proprietary Information is disclosed strictly for the use and benefit of Coach in connection with Coach s Business with Customer. Coach will not copy, distribute, or display any part of the ManageHub Proprietary Information to anyone other than individuals who have a strict need to know such information, in connection with their work for Coach s Business and Customer. Coach will instruct each individual who is given access to the ManageHub Systems, Software and Proprietary Information that such individual is to use the ManageHub System, Software and Proprietary Information strictly in compliance with this subparagraph (i), and that he/she will not disclose, display or use the ManageHub Systems, Software, and Proprietary Information with any business or enterprise other than a Customer of Coach s Business, whether or not such other business or enterprise is owned, operated, or managed by Coach, or otherwise related to Coach. Coach agrees to hold harmless and indemnify ManageHub, along with its officers, directors, shareholders, owners, and agents, from any and all losses, damages, and liabilities (including attorneys fees) that ManageHub may suffer as a result of any breach of Coach s duties or obligations under this subparagraph (i); (ii) The ManageHub Proprietary Information will be used strictly in connection with Coach s Business with Customer. If Coach wishes to use the ManageHub Proprietary Information in connection with any other business or enterprise, including any subsidiary, employee, independent contractor, parent company, or affiliated company, then Coach and ManageHub must first enter into a new mutually agreeable written agreement for such additional use; (iii) Coach will not display or use any trademark or service mark of ManageHub, except to describe ManageHub s services, or as otherwise permitted in this Agreement. Coach, along with any person who obtains any part of the ManageHub Proprietary Information from or through Coach, will preserve all copyright notices in their original form, and will not alter or change any such copyright notices; and (iv) Coach will promptly disclose to ManageHub all improvements, changes, modifications, derivatives, and ideas based on ManageHub s Proprietary Information or copywritten works (the Improvements ), and all such Improvements will become and remain the exclusive property of ManageHub; provided that Coach will have the right to use the Improvements in connection with

6 Coach s Business with Customer, so long as the Improvements used in connection with Coach s Business clearly indicate that they are based on the ManageHub system, that ManageHub reserves any and all copyrights, appropriately refer to ManageHub trademarks or service marks, and include ManageHub s complete contact information. In any case, Coach will not have the right to disclose any Improvement to any third party or to use any Improvement for any purpose, except as specifically provided in this Agreement. Coach will, on ManageHub s request, execute and deliver such legal documents as may be necessary or appropriate to formally assign to ManageHub any and all rights Coach may have in any Improvements. E. ManageHub Strategic Partners. Coach acknowledges that ManageHub has disclosed that ManageHub maintains business and financial relationships with various third parties (ManageHub s Strategic Partners ). Strategic Partners include financial institutions, nongovernment organizations, government agencies, associations, professional services organizations, businesses, and other entities. Coach acknowledges that it does not object to ManageHub s business and financial relationships with the Strategic Partners which often includes reciprocal referral arrangements. Coach agrees that ManageHub or Strategic Partners do not owe Coach any commission, compensation for lost fees, or a referral fee for services purchased by Coach s Customers or prospective Customers. F. Protection of Confidential Information. Coach acknowledges that disclosure of any of ManageHub s proprietary and confidential information by Coach will give rise to irreparable injury to ManageHub, which will be inadequately compensable in damages. Accordingly, ManageHub will have the right to seek and obtain injunctive relief against the breach or threatened breach of the Coach s obligations under this Agreement, in addition to any other legal remedies which may be available. Coach agrees to pay all costs and expenses, including reasonable attorneys fees, incurred by ManageHub or the ManageHub Parties (defined in this Agreement) in connection with the enforcement of this Agreement. G. ManageHub Use of Data and Name of Coach: (i) ManageHub will have the right, in its sole discretion and without compensation to Coach, to use Coach s name, comments, and image in connection with ManageHub s advertising and publicity in any form that ManageHub deems appropriate. ManageHub s rights include, but are not necessarily limited to, the right to reproduce Coach s (and Coach s employees, executives, and agents ) names, comments, likenesses, and images, in all media (now known or later discovered or invented), and to alter, modify, or edit same. (ii) Coach agrees to assist ManageHub in obtaining Customer participation and collection of data for use in research conducted by ManageHub and/or a Strategic Partner, such as, but not limited to, a recognized professional organization, association, or University. H. Term and Termination. This Agreement will commence on the Effective Date, and will expire on the earlier of (i) the Conclusion Date which is 10-years from the Effective Date,

7 (ii) any sale, merger, reorganization, change of control, or change of management of Coach, (iii) its termination for cause, (iv) either party may terminate this Agreement at any time by providing written notice, via acknowledged , of such termination at least ninety (90) days prior thereto. Upon termination, Coach will be obligated to pay a minimum of three monthly license fee payments. Termination of this Agreement will not diminish Coach s obligations under this Agreement, nor will termination diminish any claim that a party may have for breach of contract before termination. Furthermore, Coach agrees that upon Termination of this Agreement to immediately discontinue use and promotion of all ManageHub Systems, Software, and Proprietary Information. Coach understands that ManageHub has an interest in ensuring that Coach s Customers receive consistent and excellent services and that any interruption in Coach services should be mitigated by a smooth transition to ManageHub Online Services. Therefore, Coach agrees to provide ManageHub with all Customers contact information consisting of company name, contact name, contact phone number, and contact address immediately with its written notice of termination. This will allow Coach, ManageHub and Customers ninety (90) days to coordinate a smooth transition. Coach further agrees to assist ManageHub and Customers transition to ManageHub Online Services or to an alternative Coach approved by ManageHub. I. No Employee Relationship Created: Coach agrees that all services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between the Coach and ManageHub. Coach shall have no right to receive any employee benefits provided by ManageHub to its employees. Coach agrees to pay all taxes due in respect of the service fees it collects from its Customers and to indemnify ManageHub in respect of any obligation that may be imposed on ManageHub to pay any such taxes or resulting from Coach s being determined not to be an independent contractor. This Agreement does not authorize the Coach to act for ManageHub as its agent or to make commitments on behalf of ManageHub. J. Mutual Non-Disparagement: ManageHub agrees to not disparage Coach or take any action which could reasonably be expected to adversely affect the Coach s reputation. Similarly, Coach will not disparage ManageHub or any of its directors, officers, agents. Employees, Strategic Partners, other Partners, or otherwise take any action which could reasonably be expected to adversely affect the reputation of ManageHub or the personal or professional reputation of any of ManageHub s directors, officers, agents. Employees, Strategic Partners, and/or other Partners. K. Waiver and Limitation of Liability. (i) Coach acknowledges that none of ManageHub, its officers, directors, consultants, agents, sponsors, Strategic Partners, or persons acting in concert with any of the foregoing (the ManageHub Parties ) has made any warranty of success or of any particular outcome, and that

8 neither ManageHub nor any ManageHub Party is practicing law, accounting, or any other licensed profession. (ii) Coach acknowledges that ManageHub s only obligation under this Agreement is described above in Section A, not specific solutions to problems or issues of Coach s Business or Coach s Customers Businesses. The ManageHub System is not exclusive of other methodologies or approaches, and this Agreement does not preclude Coach or Coach s Customers from researching, evaluating, and/or utilizing materials, products or services offered by others in the areas of leadership, business development, management, and other areas related to Coach s Business. Moreover, ManageHub encourages Coach s and Coach s Customers evaluation and use, in Coach s and Customer s judgment and discretion, of such other resources. It will be Coach s obligation, not ManageHub's, to apply the ManageHub System to any specific problem or situation, regardless of whether ManageHub discusses any such specific problem or situation with Coach or Coach s Customer. The ManageHub System is not a substitute for hands-on, intense management consulting. ManageHub consultants are available, for an additional fee and pursuant to a separate written consulting agreement, to provide intense, hands-on business consulting services (prices vary depending on the nature of a Coach s or Customer s business and its issues). Furthermore, in no way should the Virtual Assistant Support Services described in Section A be considered the intensive consulting services referred to herein (K. ii). NEITHER MANAGEHUB NOR ANY MANAGEHUB PARTY GIVES ANY WARRANTY, EXPRESS OR IMPLIED, RELATIVE TO ANY MANAGEHUB PRODUCTS OR SERVICES, INCLUDING THE MANAGEHUB PUBLICATION OR CONSULTING REFERENCED ABOVE. MANAGEHUB AND THE MANAGEHUB PARTIES EXPRESSLY EXCLUDE ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (iii) MANAGEHUB AND THE MANAGEHUB PARTIES WILL HAVE NO LIABILITY WITH RESPECT TO OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (iv) IN ANY CASE, MANAGEHUB S LIABILITY, AND THE LIABILITY OF THE MANAGEHUB PARTIES, INCLUDING LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, AND STRICT LIABILITY IN TORT OR WARRANTY, WILL NOT EXCEED ANY AMOUNTS PAYABLE BY COACH FOR THE MANAGEHUB PRODUCT OR SERVICE IN QUESTION. L. Miscellaneous. (i) This Agreement may only be amended in a writing signed by both parties, and will be construed under the laws of the State of Illinois and the United States. (ii) The undersigned consent to exclusive jurisdiction in Cook County, Illinois. (iii) This Agreement will be binding on the heirs, successors, and assigns of the undersigned.

9 (iv) No party will be deemed in breach of this agreement if performance is prevented or delayed by a force majeur including the inability of ManageHub to perform under this Agreement because of the illness or death of an officer or senior consultant. (v) In the event any term or provision of this Agreement is held to be invalid by a court of competent jurisdiction, the remainder of the provisions will continue in full force and effect, and the invalid provision will be amended to comport with such court s ruling. (vi) The headings in this Agreement are merely guides to the reader; if a heading conflicts with text, the text will prevail. v