1. Grant of Rights
(a) Upon a onetime fee of 18,000.00 USD, the Company hereby grants Affiliate/Licensee/Community Manager the non-exclusive license to use and sell the services as described in the Confidential Intellectual Property and Trade Secrets Schedule “A” (“Services”) within the New York (the “Territory”) Schedule “B” and to use the Know-how in the use and sale of the Services within the Territory, subject to the terms and conditions set forth in this Agreement and other signed agreements. Nothing in this Agreement shall be construed to prohibit the granting of other or similar licenses to any person or entity within the Territory or to prohibit the Company from using or selling the Services within the Territory.
(b) Affiliate/Licensee/Community Manager shall not use or sell Services produced pursuant to the license granted by this Agreement for use, sale or resale outside of the Territory. In the event that Company develops or discovers modifications to or improvements in the INTELLECTUAL PROPERTY embodied in the Confidential Intellectual Property, Trade Secrets and Know-how that it deems in its sole discretion to be useful to the Affiliate/Licensee/Community Manager use of the rights granted by this Agreement (the “Improvements”), Company shall disclose, in a timely manner, the Improvements to Affiliate/Licensee/Community Manager in writing and offer a license to use the Improvements upon the terms and conditions set forth in this Agreement.
(c) Restrictions: Affiliate/Licensee/Community Manager agrees to include on all copies of the Confidential Information [INTELLECTUAL PROPERTY of Company] and Derivative Works, and on all related packaging, training materials, educational information, manuals and promotional materials, all proprietary, copyright, trade secret and other notices in accordance Company’s INTELLECTUAL PROPERTY safeguard procedures as from time to time provided by Company to Affiliate/Licensee/Community Manager hereof; and not to restructure or reorganise the INTELLECTUAL PROPERTY or Derivative Works of and by Company.
2. Grant-Back to Company
Affiliate/Licensee/Community Manager hereby grants to Company an exclusive, royalty-free license to use any modification to or improvement in any INTELLECTUAL PROPERTY used by Affiliate/Licensee/Community Manager pursuant to this Agreement and promptly to disclose all such modifications and improvements to Company.
3. Warranties by Company
Company hereby warrants and represents that it is the sole owner of the Confidential Intellectual Property and Trade Secrets, that the Confidential Intellectual Property and Trade Secrets are validly issued and in effect; that to it knowledge no claim has been made contesting the validity of any of the Confidential Intellectual Property and Trade Secrets and that the practice of the art disclosed in the Confidential Intellectual Property and Trade Secrets will not constitute an infringement of the rights of any third party. Company shall indemnify and hold Affiliate/Licensee/Community Manager harmless against any loss, damage or claim, including reasonable solicitor fees, arising from or relating to any breach of the warranties contained in this Paragraph 3. Company reserves the right to control the defence of any such suit or claim, including without limitation the right to choose counsel and to settle and dispose of any such suit or claim, as it deems appropriate in its sole discretion.
4. Term and Termination
A. Initial Term (1 year) Renewable every twelve months. (Paid directly to Asentiv New York)
This Agreement shall be effective as of the day of registration and shall remain in effect through unless earlier terminated pursuant to this Agreement. The renewable fee of $6000.00 + vat is to be paid one month prior to the end of this contract terminating. Year two renewable fee of $6000.00 + vat ongoing every 12 months thereafter payable one month prior to ongoing contract ending. This payment is to be made directly to Asentiv New York.
B. Termination by Consent
This Agreement may be terminated at any time by the written consent of Company and Affiliate/Licensee/Community Manager.
C. Early Termination by Company
The company may terminate this Agreement without cause upon THREE days’ prior written notice to Affiliate/Licensee/Community Manager. In addition, Company may terminate this Agreement on THREE days’ prior written notice in the event that Affiliate/Licensee/Community Manager breaches any term of this Agreement and fails to cure such breach within TEN days of receipt of notice of such breach or in the event that Affiliate/Licensee/Community Manager ceases its operations, fails to perform services for five consecutive days during any three consecutive months, is declared insolvent or any bankruptcy, insolvency, receivership or similar proceeding is instituted with regard to Affiliate/Licensee/Community Manager or its assets.
D. Effect of Termination
The expiration or termination of this Agreement shall not affect any accrued monetary obligation owed to the Company by Affiliate/Licensee/Community Manager.
5. Marking, Quality Control and Maintenance
A. Affiliate/Licensee/Community Manager shall use the Trademark in such form, as Company shall, in its sole discretion, approve in writing, on each of Affiliate/Licensee/Community Manager’s Licensed Services, Products or Goods. Affiliate/Licensee/Community Manager shall use upon or in connection with the Licensed Goods the symbol ©, TM or, where a United States Federal Trademark Registration has been obtained, the symbol RT. Affiliate/Licensee/Community Manager shall not otherwise affix or use such in connection with nor use any other trademark or trade name in connection with the Licensed Goods without Company’s prior written approval.
B. Affiliate/Licensee/Community Manager shall use such copyright notice or Trademark notice as may be prescribed by legal counsel for Company from time-to-time.
C. In order to assure that the development, use, appearance, quality, and distribution of the Licensed Services, Products and Goods are consistent with the Trademarks used to identify it or them, Company retains the right to participate at each stage of development of any Licensed Services, Products and Goods or any other Material Requiring Approval and to approve or disapprove of any development, use, appearance, quality, and/or distribution of or concerning Company’s INTELLECTUAL PROPERTY.
D. Affiliate/Licensee/Community Manager shall submit for Company’s approval prototype samples of all Licensed Goods and all other Material Requiring Approval prior to any use thereof by Affiliate/Licensee/Community Manager. All submissions shall be submitted in duplicate.
E. At such stage as Affiliate/Licensee/Community Manager may determine that it has a Final Product, it shall notify Company, providing THREE samples of the Final Product at Affiliate/Licensee/Community Manager cost and such additional samples as and when requested in writing by Company at Affiliate/Licensee/Community Manager cost, such samples not be resold by Company. No Licensed Service, Products or Goods shall be sold without Affiliate/Licensee/Community Manager having first submitted a Final Product to Company for Affiliate/Licensee/Community Manager’s approval.
F. Any such submission for approval not approved of in TEN days shall be deemed disapproved.
G. During the Term of this Agreement, Affiliate/Licensee/Community Manager shall submit to Company at least quarterly, and at more frequent intervals, if requested in writing by Company, one production specimen of any previously approved Materials Requiring Approval. (Where the submission of specimens is impractical, as, for example, with store signs or displays, Affiliate/Licensee/Community Manager may submit photographs.) The company may, upon written notice to Affiliate/Licensee/Community Manager withdraw any approval and provide Affiliate/Licensee/Community Manager with written notice of the reasons for such withdrawal.
H. In exercising the right to grant, withhold, or withdraw any approval required or permitted by this Agreement, Company shall be bound by Affiliate/Licensee/Community Manager quality as demonstrated to Company prior to the execution of this Agreement and such shall be the standard applied to the Materials Requiring Approval (which is exemplified by the samples attached hereto); Company may, however, take into consideration such esthetic and other considerations as Company, in its sole and exclusive discretion, shall determine to be applied which do not lower or raise the above-described standard.
I. Affiliate/Licensee/Community Manager shall not release or distribute any Materials Requiring Approval without the approvals described above. The withholding or withdrawing at any point of approval pursuant to this Agreement shall not result in any liability by Company to Affiliate/Licensee/Community Manager on account thereof.
6. CONTINUING COMMISSIONS/CONDITIONS
All income generated by the licensee will be subject to an Asentiv New York headquarters 15% monthly royalty fee. During the Term of this Agreement, the Asentiv New York agrees to pay to the Asentiv Affiliate/Licensee/Community Manager, a monthly commission equal to forty-two point five per cent (42.5%) “After a deduction of 15% New York National Royalties” of all revenues received by franchisee during the month from the operation of all business, and excluding applicable sales tax.
(a) The Affiliate/Licensee/Community Manager shall remit the Scheduled income for the inclusive month together with a revenue and commission report by the 1st of each month.
(b) The Franchisee shall pay all commissions to the Affiliate/Licensee/Community Manager within twenty (20) days of each month.
(c) If the commission to the Affiliate/Licensee/Community Manager is postmarked after the twentieth (20th) of any month, said Commission shall be considered late. All late payments are subject to a late commission charge calculated at two per cent (2%) of all revenues due during such month (thus the total commission for any payments postmarked after the 20th is seventy-two (72%) of gross revenues)
(d) The Affiliate/Licensee/Community Manager is liable for all cost of running the business including all event costs, for venue fees, stationary. The Affiliate/Licensee/Community Manager is liable for their own expenses and travel.
(e) The Affiliate/Licensee/Community Manager is responsible for all ongoing fees to be made payable from the clients to the franchisee. All invoicing will be directly undertaken by the franchisee. All due payments from the clients must be with the franchisee by the 1st of each month. Any payments outside of this time will be calculated for the following month (payable by the client only to the franchisee direct)
(f) The Affiliate/Licensee/Community Manager and shall be responsible for all deduction and payment of all income tax, National Insurance contributions and all other statutory contributions as appropriate.
The Affiliate/Licensee/Community Manager may conduct the Asentiv business outside the Marketing Region only with the prior written approval of the New York Franchisor.
Affiliate/Licensee/Community Manager’s current policy and conditions for approval of Affiliate/Licensee/Community Managers operation of the Marketing Region are as follows:
Any business that is conducted within any New York Franchised region (other than their registered protected regions) has to have prior authorisation by the New York franchisor. (Please see schedule B below for these regions.)
Business is developed strictly from an endorsed referral and a letter from the prospective client on its letterhead certifying that the client has requested the services of the Affiliate/Licensee/Community Manager by name.
Such a letter is provided to franchisor prior to Affiliate/Licensee/Community Manager conducting business.
The authorisation must be given by the regional franchise owner. In addition to the commissions, as defined above, the Affiliate/Licensee/Community Manager shall pay an additional fee of five per cent (5%) of all revenues received from the business conducted within the Franchised Marketing Region.The licensee has not conducted advertising or marketing in other franchised marketing protected regions.