NEW FACE OF FITNESS
New Face of Fitness R Program
License Agreement
THIS LICENSE AGREEMENT is made as of __________, 19___,("Effective Date"), by and between C.H.O.I.C.E.S. VVV with De Inc., a corporation duly organized and existing under the laws of the state of Louisiana and located at Corporate office: 1215 S. Post Oak Rd. Suite 5, Sulphur LA 70663, ("CHOICES") and_____________________________________________________
located at, ________________________________________________, ("LICENSEE").
RECITALS
A. CHOICES, at considerable expense and effort, and over a number of years, has created, developed and adapted for its own use and the use of its licensees, a unique, proprietary fitness program known as the "NEW FACE OF FITNESS" Program ("NFOF Program").
B. Licensee wishes to acquire the right to license, to use the NFOF Program.
C. CHOICES wishes to expand the use of the NFOF Program and to grant _______________________________right to license the NFOF Program for use
at facility, Site Address_______________________________________.
NOW, THEREFORE, the parties agree as follows:
1. Grant of License. CHOICES grants Licensee the right to use the NEW FACE OF FITNESS Program ("NFOF Program") at the facility located at _________________________. This License is non-exclusive; CHOICES retains the right to use, and to license others to use the NFOF Program in any manner without limitation. CHOICES also retains the right to distribute the NFOF Program, or elements of the NFOF Program, in any other form, such as, among other things, videos, books, speaking engagements and newsletters.
2. License Fee.
a. Initial License Fee. Licensee will pay $ 1,000 US / $1500 Canadian, upon execution of this Agreement. The Initial License Fee once paid, is fully earned and is non-refundable.
b. Annual License Fee. Beginning __________________ and every year after, while this agreement is in effect, Licensee will pay renewal fee of $ 1,000 US / $1500 Canadian.
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The Annual License Fee is fully earned, once paid and is non-refundable. Licensee may stop using the NFOF Program at any time; however, CHOICES will not refund any portion of the Annual License Fee.
3. Terms of this Agreement. The initial term of this Agreement begins on the Effective Date and expires on __________________. This Agreement will automatically renew on ____________________, of each year, for renewal terms of one year, unless either party notifies the other of its intent to terminate this agreement on or before 30 days prior to initial term dates noted above.
4. Additional Duties of CHOICES. In Addition to the other duties set forth in this agreement CHOICES will:
a. Contact Licensee each year to determine whether Licensee intends to renew its license for the following year.
b. Provide Licensee with one NFOF Program Manual.
c. Provide Licensee with one Media Kit.
5. Duties of Licensee. Licensee agrees to:
a. Promptly pay all monies due CHOICES.
b. Abide by continuing restrictions contained in Section 7 and 11 for a period of 12 months following termination of the Agreement.
6. Proprietary Mark.
a. Ownership of the Proprietary Mark. Licensee acknowledges that CHOICES is the owner of the REGISTERED service mark NEW FACE OF FITNESS ("Proprietary Mark") and agrees that it will do nothing inconsistent with ownership. Licensee agrees that all use of the Proprietary Mark by Licensee shall insure to the benefit of and on behalf of CHOICES. Licensee agrees that nothing in this Agreement shall give Licensee any right, title or interest in the Proprietary Mark in accordance with this Agreement and Licensee agrees that it will not attack the title of CHOICES to the Proprietary Mark, or CHOICES' rights in the Proprietary Mark, or the validity of this Agreement.
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b. Use of Trademark Markings. Licensee agrees to use the Proprietary Mark only with respect to the NFOF Program and to display the Proprietary Mark only in such form or manner ad shall be specifically approved by CHOICES. License will not have the right to use the Proprietary Mark other than to correctly identify the NFOF Program.
Licensee may not use the Proprietary Mark on clothing, merchandise or auxiliary items, including, among other things, T-shirts and hats. Licensee may only advertise the NFOF Program in the manner set forth in the Media Kit. Licensee may not advertise that it is a "registered Site" or an " Authorized Site" or any other name which might imply a relationship between Licensee and CHOICES, other than that of Licensee/Licensor.
Licensee also agrees to place on all materials on or in connection with which the Proprietary Mark is used, such legends, markings and notices as CHOICES may request in order to give appropriate notice of any trademark rights therein. The Proprietary Mark must be used with appropriate trademark symbols (NEW FACE OF FITNESS R) and must be followed by a noun (such as program) when used in text.
7. Confidential Information.
a. The NFOF Program is proprietary to CHOICES and incorporates know-how, trade secrets, copyrights and confidential information of CHOICES consisting of a unique combination of exercise classes, personal assessments, obtaining medical clearance, motivational themes and celebrations, music and support group classes ("Unique Elements"). Licensee acknowledges that, prior to exposure to the NFOF Program, Licensee was unfamiliar with a wellness program combining more than two the Unique Elements.
b. The copyrights in the Manuals, the Program participant Packets, the Media Kit and other written materials ("Copyrights") are owned by CHOICES or licensed to CHOICES. Licensee acknowledges that CHOICES is the owner or licensee of the Copyrights and agrees it will do nothing inconsistent with such ownership. Licensee agrees that nothing in this Agreement shall give Licensee the right, title or interest in the Copyrights other than the rights granted pursuant to the license set forth in Section 1 and Licensee agrees that it will not attack the title or right of CHOICES to the copyrights, or the validity of this agreement.
c. CHOICES will provide Licensee one copy of Manual and will provide Licensee one copy of the Media Kit. Licensee may only copy the portions of the Manual marked "reprinted with permission". Licensee may only copy the portions of the Media Kit designated for duplication. All copies of the Manuals, Media Kit and the confidential information in the possession of the Licensee, Program Participants, and employees of Licensee must be returned to CHOICES within 10 days, upon termination or expiration
of this agreement. Failure to return proprietary materials will result in payment to CHOICES from Licensee for all materials not returned.
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8. Auxiliary Products. CHOICES will provide Licensee with a Master Order Form of Auxiliary Products available to site and Program Participants. The Auxiliary products may include:(a) subscription to the New Face of Fitness News & Views
Newsletter, (b) Audio and video tapes, (c) T-shirts, hats and other clothing and accessories incorporating the New Face of Fitness mark, (d) exercise tubing, physio-roll and other exercise equipment, (e) cookbooks and other books, ( f ) prizes, ribbons, certifications, trophies and awards, computer software and (h) Promotional activities with Dee Hakala. Licensee may order Auxiliary Products directly from CHOICES.
9. Training.
a. Before Licensee may begin using the NFOF Program, Licensee must complete at least one training seminar, run by Dee Hakala. Each full training visit will be two day event. Promotional events and media interviews by Dee will be included in the cost. The cost will be $ 1,000 US / $1500 Canadian ( Licensee pays for all travel, hotel, meals, transportation for Dee) for each full training visit/promotional kickoff visit. A one-day highlights/overview training visit will cost $ 800 US/ $ 1100 Canadian. The cost for training will be $ 2,500 US and $3700 Canadian when Dee covers her own travel, hotel, and transportation payable prior to the event.
b. Additional Training and Consultation. CHOICES will offer additional training/promotional days at $ 1,000 US / $1500 Canadian per day and consultation at $50 US / $ 75.00 Canadian per hour. In addition, for each additional training/promotional visit Licensee must reimburse Dee Hakala for her travel and hotel accommodations.
10. Termination. CHOICES may terminate this Agreement immediately and without notice if Licensee: (i) makes, or allows others to make, any unauthorized copies of the Manuals or the Media Kit or any other confidential information; (ii) fails to pay monies owed CHOICES within 30 days of the day on which the monies were due; (iii) attempts to transfer the rights of the Proprietary Mark or on the Copyright; or (iv) is otherwise is default of this agreement. If CHOICES terminates this Agreement for any of the above reasons, CHOICES will not refund any license fees paid.
11. Post -Termination Obligations.
a. Upon termination or expiration of this Agreement Licensee must return all copies of the Manuals and Media kits in possession of Licensee, its employees and Program participants to CHOICES, and certify that all copies have been returned.
b. Upon termination or expiration of this Agreement, Licensee agrees to immediately discontinue all use of the Proprietary Mark and any term confusingly similar to the Proprietary Mark.
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c. For a period of one year after termination or expiration of this Agreement Licensee may not offer a wellness program that contains more than three of the Unique Elements.
d. If CHOICES determines that Licensee has not paid the License Fee applicable to that year, but is (1) using the Proprietary Mark or a term confusingly similar
to the Proprietary Mark in connection with a wellness program; or (2) offering a wellness program that contains more than two of the Unique Elements, Licensee must pay CHOICES the Annual License fee for that year for unauthorized use of the Proprietary
Mark and Unique Elements. In this situation, payment of the license fee will not give Licensee the right to continue to use the NFOF Program.
12. Miscellaneous.
a. Each party hereto agree that it shall execute all documents and take any actions reasonably necessary to effect the transactions contemplated hereunder and to ensure that each party receives full benefit of its respective rights hereunder.
b. Licensee agrees to notify CHOICES of any unauthorized use of Proprietary Mark by others and any unauthorized copying of Manuals or Media Kits, immediately as it comes to Licensee's attention. CHOICES shall have the exclusive right to prosecute or take action with respect to any use of the Proprietary Mark and the Manuals and Media Kit and shall be entitled to all of any award in any such action.
c. Any notices required or permitted to be given in this agreement shall be deemed sufficiently given if mailed by certified mail, postage prepaid, addressed to party to be notified at its address shown at the beginning of this agreement, or at such other addresses may be furnished in writing of the notifying party.
d. This agreement constitutes the complete and final agreement between the parties hereto and may be amended only by written agreement signed by each of the parities hereto.
IN WITNESS WHEREOF, the parties have executed this agreement of the date first above written.
C.H.O.I.C.E.S. VVV with De Inc.: Licensee:
By:__________________________ By____________________________