CERTIFICATION AGREEMENT - INTELLECTUAL PROPERTY LICENSE AGREEMENT
For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, this Certification Agreement - Intellectual Property License Agreement (“Agreement”) is entered into as of ______(“Effective Date”) by and between Science of People LLC (“SP”) located at the following email address: ______and ______(“Applicant”) located at ______; Telephone: ______; Email: ______pursuant to which Applicant (a) may be certified to provide the specific training in the SP Methodology (as defined below) in the event that Applicant satisfies the provisions of this Agreement in connection with Certification as set forth below; and (b) may be licensed the right to use the Intellectual Property (as defined below) of SP in connection with Applicant’s Authorized Use (as defined below) of the SP Methodology in the event that Applicant satisfies the provisions of this Agreement in connection with Certification as set forth below. This Agreement sets forth the terms and conditions pursuant to which Applicant may use the SP Methodology and access the Intellectual Property for use solely and strictly in connection with the Authorized Uses (as defined below) and in accordance with the terms and conditions of this Agreement.
1. Background:
SP is an educational organization specializing in researching and teaching body language, communication skills, analysis of micro-expressions, analysis of personalities and methods of thinking as well as various other “people-related” skills and strategies. SP developed the foregoing based upon scientific research identified, culled and analyzed by SP followed by SP’s creating and compiling a unique, original curriculum of learning modules and other tools which are the subject of copyright protection by either SP or its founder, Vanessa Van Edwards (“Edwards”) and which include but are not limited to ideas, concepts, literary works, visual works, musical works, audio materials, audio recordings, knowledge, know-how, methodologies, processes, trade secrets, trademarks, service names, trade names, logos, service marks and brand names (“Intellectual Property”) which SP teaches using specific methods, devices and tools (“SP Methodology”) across various platforms to a diverse demographic base of viewers, students, professionals and members of the general public. SP has created a Certification Process (as defined below) in connection with the SP Methodology and the Intellectual Property. Applicant desires to complete the Certification Process and to use the Intellectual Property on the terms and conditions set forth herein.
2. Application Process / Certification Process / Renewal Process / Revocation of Certification Process:
(a) In the event that Applicant wishes to register for the Training Program (defined below), Applicant shall complete an application form provided by SP (“Application Form”) and submit the completed Application Form to SP. SP shall review the completed Application Form and shall request from Applicant (and Applicant shall provide) any other information which SP requires in order to evaluate Applicant’s request to be admitted to the Training Program. In the event that SP determines (in its sole discretion) to admit Applicant to the Training Program, SP shall send Applicant a “Certification Agreement – Intellectual Property License Agreement”, i.e., this Agreement or alternate version thereof, for review and signature by Applicant. Applicant shall return the signed Agreement and the Application Fee amount described herein to SP. Upon SP’s countersignature of the Agreement and verification that the Application Fee funds submitted have cleared SP’s bank, Applicant shall be entitled to commence the Training Program as more specifically set forth below. Specifically, upon satisfaction of the foregoing conditions by Applicant, SP shall provide Applicant with the details of the training program created by SP to teach the SP Methodology to the Applicant (“Training Program”) together with the timing for the training sessions and the password and other information needed for the Applicant to access the Training Program and begin the educational process. Applicant shall have unlimited access during the Training Period (as defined below) to the learning platforms created by SP as part of the Training Program.
(b) Applicant shall have one (1) year from the first date upon which Applicant accesses the Training Program but not longer than fifteen (15) months from the Effective Date hereof (“Training Period”) to complete the Training Program (including all testing) and (i) to apply for a Certificate of Compliance from SP (“Certification Certificate”) confirming that Applicant has completed the Training Program and is certified to teach the SP Methodology (“Certified”); and (ii) to apply for the Intellectual Property License (“IP License”) confirming that Applicant is entitled to use the Intellectual Property on the terms and conditions set forth herein in connection with the teaching of the SP Methodology (“Qualified”). All aspects of this process of certification (“Certification”) shall be in the sole discretion of SP and may be changed at any time in SP’s sole discretion. SP’s decisions in connection with all such matters shall be final, binding and non-appealable.
(c) In the event that Applicant does not complete the Training Program, obtain a passing score on all testing and submit an application to SP for a Certification Certificate and an IP License on or before the expiration of the Training Period, Applicant shall not be entitled under any circumstances to use all or any part of the SP Methodology or the Intellectual Property in any manner for any purpose whatsoever, and Applicant shall not hold himself / herself out in any manner whatsoever as Certified to use the SP Methodology or Qualified to use the Intellectual Property.
(d) In the event that Applicant completes the Training Program, obtains a passing score on all testing and submits an application to SP for a Certification Certificate and an IP License on or before the expiration of the Training Period, SP shall provide Applicant with a Certification Certificate confirming that, provided that Applicant is not in breach hereunder, Applicant has a non-exclusive, worldwide, revocable license to use the SP Methodology and the Intellectual Property for the Authorized Uses only for the period commencing with the date on the Certification Certificate and continuing through January 31, 2018 (“Certification Period”), subject to the right of SP to revoke the Certification in the event that Applicant fails any Review (as defined below) by SP.
(e) From time to time, SP may make available updates and new versions of the SP Methodology and/or the Intellectual Property as well as modifications thereto (“Updates”). SP shall determine in its sole discretion the content of such Updates together with the timing of the release of such Updates. Upon notice from SP to Applicant of the existence of Updates, Applicant shall incorporate the Updates into the SP Methodology and the Intellectual Property materials being taught by Applicant (“Updated Materials”) within thirty (30) days following the date of notification by SP of the existence of the Updates (“Transition Period”). After the expiration of the Transition Period, Applicant shall no longer use any SP Methodology and/or Intellectual Property that does not incorporate the Updates.
(f) Prior to the expiration of the Certification Period, Applicant may apply for renewal of the Certification (“Renewal”) following the procedures and at the fees designated by SP in its sole discretion at such time. SP reserves the right to conduct a Review (as defined below) in connection with any application by Applicant for Renewal of Certification, and SP shall require in connection with the Renewal (amongst other things) that Applicant successfully complete (which successful completion shall be determined in SP’s sole discretion) an updated course of study which will familiarize Applicant with all of the new material, concepts, SP Methodology and Intellectual Property which SP has made available since the last Certification was completed by Applicant (“Renewal Course”). If Applicant successfully completes the reassessment process required by SP including successfully completing the Renewal Course and pays the Renewal Fees (defined below) assessed by SP in connection with a Renewal, Applicant shall be accorded a Renewal of the Applicant’s Certification Certificate and IP License for an additional period of up to not less than three (3) years (“Renewal Certification Period”) with the exact expiration date of the Renewal Certification Period to be determined by SP in its sole discretion. In the event that the Applicant elects not to apply for Renewal or fails to apply for Renewal on or before the end of the Certification Period or fails to complete successfully the Renewal Course or fails to pay the Renewal Fees charged by SP in connection with Renewal then (i) Applicant shall automatically be deemed to no longer be Certified or Qualified; (ii) Applicant shall immediately cease and desist from any further use of the SP Methodology and the Intellectual Property; and (iii) Applicant shall immediately cease and desist from holding himself / herself out in any manner whatsoever as Certified to use the SP Methodology or Qualified to use the Intellectual Property. The foregoing process of Applicant’s applying for Renewal and successfully completing a Renewal Course, paying Renewal Fees and being granted ongoing access and right to teach the SP Methodology and use the Intellectual Property for an additional Renewal Certification Period shall continue on an ongoing basis for each approximately three year period (or sooner if SP elects in its sole discretion), and each such additional Renewal Certification Period shall be subject to the same process which is set forth herein for the initial Renewal process and the later steps described herein for Renewal.
(g) SP reserves the right to conduct a review of Applicant’s use of the SP Methodology and the Intellectual Property at any time upon reasonable notice to Applicant but not more frequently than once per year in order to determine if Applicant is in compliance with all of the terms and conditions hereof (“Review”). SP shall not conduct a Review for any Applicant more often than once per calendar year. Applicant shall cooperate in all respects with the Review, shall act reasonably and in a professional and timely manner with all requests by SP in connection with the Review and shall make the non-financial books and records of Applicant’s business with respect to the use of the SP Methodology and the Intellectual Property available at the times and in the manner required by SP as part of the Review. In the event that SP determines that Applicant is in violation of any of the terms of this Agreement, then (A) Applicant shall pay the Review Fee set forth in paragraph 3(b) immediately upon receipt of an invoice for said Review Fee from SP; and (B) SP has the right to suspend or revoke Certification and/or to deem Applicant to be in breach of its obligations hereunder and to exercise SP’s rights under paragraph 2(h) hereof and elsewhere in this Agreement.
(h) SP reserves the right to suspend or terminate Certification at any time, and in such event, Applicant shall immediately cease and desist from any further use of the SP Methodology and the Intellectual Property, and Applicant shall immediately cease and desist from holding himself / herself out in any manner whatsoever as Certified to use the SP Methodology or Qualified to use the Intellectual Property. Certification may be suspended or terminated by SP for any of the following reasons all of which shall be determined by SP in its sole discretion: (i) breach by Applicant of any term of this Agreement; (ii) misuse by Applicant of the SP Methodology and/or the Intellectual Property; (iii) failure by Applicant to take corrective actions required by SP within the time frame specified by SP; (iv) use by Applicant of the SP Methodology and/or the Intellectual Property in a manner that is beyond the scope of the license set forth herein and/or is otherwise inconsistent with the terms and conditions of this Agreement; (v) failure by Applicant to utilize all Updates following the end of a Transition Period; (vi) failure by Applicant to pay any Fee specified herein and/or at the request of SP; and/or (vii) any comment(s) made by Applicant (written or oral) about SP or any of its principals, owners, employees, agents, licensees or assigns (“Harmed Entities”) which is (are) derogatory, damaging, disparaging, defamatory, embarrassing, ridiculing or which otherwise bring any of the Harmed Entities into disrepute and/or damage or potentially damage their reputations (public and/or private), standing in the community, their goodwill and/or their brand.
(i) In the event of a suspension or termination of Certification or in the event of a breach or an alleged breach of this Agreement and subsequent termination by SP as more fully set forth in this paragraph, (i) Applicant shall automatically be deemed to no longer be Certified or Qualified; (ii) Applicant shall immediately cease and desist from any further use of the SP Methodology and the Intellectual Property; and (iii) Applicant shall immediately cease and desist from holding himself / herself out in any manner whatsoever as Certified to use the SP Methodology or Qualified to use the Intellectual Property. Applicant shall immediately return to SP the Certification Certificate, and SP shall have the right to update its published listings of Certified and Qualified persons to remove Applicant from such lists. Additionally, Applicant agrees to execute and deliver to SP any other documents which SP considers necessary or desirable to revoke the IP License provided to Applicant hereunder (“IP Revocation Documents”). In case of Applicant’s refusal or failure to execute and deliver IP Revocation Documents to SP, Applicant hereby nominates, constitutes and appoints SP to execute and deliver the IP Revocation Documents, and SP shall be deemed to be Applicant’s true and lawful attorney-in-fact, irrevocably and solely to execute and deliver the IP Revocation Documents in Applicant’s name and on Applicant’s behalf, and such power is coupled with an interest with full power of substitution and delegation. In the event that SP determines that there are grounds for termination of Applicant’s rights under this Agreement, SP may elect to send a written notice by confirmed email, courier, fax or personal delivery to Applicant (“Termination Notice”) terminating Applicant’s rights hereunder. As part of the Termination Notice or at a later date, SP may demand that Applicant purge and destroy all copies of the SP Methodology and/or Intellectual Property in Applicant’s possession, custody or control no matter the format in which it is stored and provide SP with an affidavit certifying destruction not later than five (5) days after receipt by Applicant of the Termination Notice.