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Licensor
has developed and is the owner of certain rights to and in certain
educational and self- help information and materials known as The How
Much Joy Can you Stand Facilitator’s seminar or workshop, which
Licensee desires to use in his/her/its programs and/or workshops.
Now,
therefore, in consideration of the mutual covenants and promises set
forth herein, and Licensee’s payment to Licensor of the amount of US
$____________, receipt of which is hereby acknowledged, Licensor grants
to Licensee the rights and licenses in and to the aforesaid information
and materials in accordance with the provisions of this Agreement.
1.Warranties And Representations:
a.
Licensor has the right to enter into this Agreement to grant to
Licensee the rights and licenses set forth herein, and to perform all
other obligations of this Agreement.
b.Licensee has
the right to enter into this Agreement, to receive the rights and
licenses set forth herein, and to perform all of his/her/its
obligations under this Agreement.
2.Grant of License:
Licensor hereby grants to Licensee, and Licensee hereby accepts, a
worldwide, personal, non-transferable, non-exclusive right and license
to use the subject materials. Such grant of right and license include
the right to reproduce, modify, translate, and use the subject
materials in his/her/its workshop(s) and/or program(s), and to create
works derivative there from for use in such workshop(s) and/or
program(s). Such grant does not include any right and/or license to
publish such information in aural, written, and/or digital formats as
one’s own, to lead online programs, e-courses, telephone teleclasses
(conference calls) or retreats lasting longer than one full day of this
material, or any right to grant sublicenses to any person and/or
entity. Licensor may, however, use pieces of the workshop materials for
promotional use in any form.
3.Termination and Cancellation:
a.
This Agreement may be terminated/cancelled by Licensor upon the giving
of written notice to Licensee of the occurrence of Licensee’s default
of any provision of this Agreement, and Licensor shall not be liable to
Licensee for the proper exercise of this right.
b.If
this Agreement is terminated/cancelled by Licensor, all right and
licenses granted to Licensee under this Agreement shall immediately
terminate.
4.Indemnities:
a.
Licensee shall be solely responsible for the use, efficiency, and
suitability of the aforesaid materials (and any and all materials
derivative of them), and Licensor shall have no liability therefore.
b.Licensee
shall indemnify defend, save and hold harmless Licensor from and
against any and all claims arising out of and/or in any way related to:
(i) Licensee’s use the aforesaid materials and/or any materials
derivative from them; and/or (ii) Licensee’s default of any provision
of this Agreement.
c.Nothing in this or any other
provision of this Agreement shall be deemed to negate or enhance
Licensor’s separate “money-back guaranty.”
5.Term:
This Agreement shall remain in effect from ___________________, 2011 until cancelled/terminated by any party to it.
6.Notices:
All
notices required to be given pursuant to this Agreement shall be deemed
given when actually delivered, if delivered in person, or three (3) day
after being deposited in the United States mails, postage prepaid and
addressed to the receiving party as follows:
For Licensor:
Suzanne Falter-Barns
300 Buchanan #504
San Francisco, CA 94102
For Licensee:
7.Entire Agreement:
This
Agreement is the entire agreement between the parties relating to the
subject matter hereof and supersedes all prior agreements, proposals,
representations and commitments. This Agreement may be amended only in
writing executed by the authorized representatives of both parties
hereto.
8.Governing Law:
This
Agreement shall be interpreted in it entirety in accordance with the
laws of the State of California, and Licensee agrees that the courts of
the State of California shall have exclusive jurisdiction in any
controversy relating to or arising out of this Agreement.
In witness whereof, the parties hereto have executed this Agreement
individually, or by their respective authorized representatives, and
have caused this Agreement to become effective as of the date set forth
hereinabove.
Dated: Licensor
Suzanne Falter-Barns
Dated: Licensee
By:
 Facil LITE $397
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