ࡱ> fhe TbjbjFF $r$$L$83T2(+------\--B.++:k,`H&Ym]: X0R :   YOGA CHILD LICENSING PROGRAM AGREEMENT Thank you for your interest in becoming a licensed provider to offer the Yoga Child program at your facility. You are about to begin the special journey of sharing the joy of yoga with children. You will be touching the lives of children and providing them with life lessons and adaptation skills that they will carry with them from your yoga mat into the rest of their worlds. We hope you enjoy the journey too. We have invested substantially, both financially and emotionally, in developing our program. While it is not our intention to be restrictive regarding your ability to practice and promote Yoga, the reality is that we must set certain parameters in order to maintain the integrity and spirit of our program and to insure that the unique aspects of Yoga Child remain protected. Our program is designed to provide you with the tools you need to be effective and successful in your own practice. These are some of the benefits included with your training and licensing package: We will equip you with the electronic marketing tools and business documents in order to aid you in establishing and protecting yourself as a Yoga Child teacher and licensee. These include an electronic copy of our school and studio brochures, and use of our logo You will receive a copy of our comprehensive teacher training Manual, and the Yoga Child audio CD. You will receive operation guidelines based upon what has worked successfully for the Philadelphia based Yoga Child program. You will have rights to use our name, logos and promotional materials in your own business. You receive a free listing on our website. You can return for refresher trainings free of charge and new trainings at a 10% discount. You receive an assigned mentor to review your first 6 lesson plans via email and assist you with your apprenticeship After completion of your primary apprenticeship, you can return at any time to observe veteran childrens yoga teachers in our school placements or in our studio without paying additional apprenticeship fees. You are welcome to attend our annual kids staff meetings in Philadelphia where we all gather to ask and answer questions, share helpful teaching hints, and learn from veteran teachers. If you have any questions or concerns, we are happy to discuss these with you. If you feel more comfortable engaging a third party, such as an attorney or business advisor, to review this document on your behalf, that is certainly fine too. The terms of the Agreement follow: YOGA CHILD LICENSING PROGRAM AGREEMENT THIS AGREEMENT will set forth the terms of our business relationship, and it is made on this date, _______________________, by and between the following Parties: YOGA CHILD, INC. MAILING & NOTICE ADDRESS: 903 South Street Yoga Child Philadelphia PA 19147 PO Box 63730 Philadelphia, PA 19147 AND _______________________ _______________________ _______________________ (sometimes referred to as Licensee or you or your) THE ABOVE PERSONS AND / OR ENTITIES (the Parties) AGREE AS FOLLOWS: NOTICE REGARDING PERSONAL BACKGROUND CHECKS Because our program involves children, in accordance with the best practices to maintain child safety, we have determined that background checks are required for all teacher and licensee candidates. Prior to attendance at the Yoga Child teaching training, you must provide to Yoga Child, Childline Clearances, Criminal background Checks, and FBI clearances at your own expense. If needed, will direct you to the appropriate place to obtain these background checks. We understand that there may be delays and / or last minutes sign-ups to the program, which may delay our receipt of these clearances and background check results prior to the start of the program. In such case, the attendee may attend the teacher training if Licensee provides proof that all required background checks have been ordered. However, the attendee will not take home the Yoga Child Manual, or any of our proprietary materials, until satisfactory results from the background checks and clearances have been provided to Yoga Child. Any notation on the background check regarding prior offenses will automatically disqualify any participation in the Yoga Child Program. Such disqualification will not entitle you to a refund of any fees paid. GRANT OF LIMITED LICENSE We grant you a non-exclusive, non-transferable limited license, during the Term and for the stated Territory, and you accept such license as follows: The license shall become effective only upon your successful completion of the Yoga Child training program and apprenticeship. The license shall be for the sole purpose of using our methods and techniques only in connection with the teaching of yoga classes and programs for children You shall use the Yoga Child name, logo and approved promotional materials (Marketing Materials) in connection with the advertising and promotion of your Yoga Child Program. Marketing Materials shall be considered as approved if we provide them to you, or if we provide written approval of any materials produced by you. Use of the Marketing Materials shall be in accordance with our guidelines. You will conduct your Yoga Child Program in accordance with the standards and procedures as we advise you by way of our teaching program and as set forth in the Manual, materials or other guidelines as we may provide to you. (Quality Standards) This license does not grant any rights to record or broadcast any portion of the Yoga Child Program in any type of video or audio format unless you first obtain our written permission. LICENSE FEES License Fees are payable to us in consideration of you being granted the certain rights described in this Agreement to operate your Yoga Child program. There will be no additional charges from us to attend our teacher training program. All of the Marketing Materials, the Manual, as well as the other benefits stated on the first page of this Agreement, are also included with the payment of the License Fees. The License Fees are payable as follows: INITIAL LICENSE FEE of $99 is due September 1 of the year that you complete your training. The Initial License Fee entitles you to operate your Yoga Child program for the first one-year period of this Agreement. You must pay Renewal License Fees of $99 annually on September 1 for a total period of 5 years in order to continue to operate your Yoga Child program. TERM The Term (or length) of this Agreement and the License shall begin on September 1, and shall continue so long as you teach the Yoga Child curriculum, Provided that you are in compliance with this Agreement and that you are operating in accordance with our Quality Standards. TERMINATION OF AGREEMENT In all instances where this Agreement terminates, it is expressly understood that the License granted shall also immediately terminate and expire, and all rights granted to the Licensee shall fully and immediately revert back to Licensor, Yoga Child. In such case, you may not continue to teach and offer your Yoga Child program or use any Yoga Child materials, and you will return all written materials (including any Manuals) to us immediately. VOLUNTARY EARLY TERMINATION You may end this Agreement at any point by notifying us in writing. Such an early termination will be effective 30 (thirty) days after we receive notice. OUR SPECIAL TERMINATION RIGHTS We may end this Agreement, effective immediately without prior notice if any of the following conditions occur: Licensee or you as an individual on behalf of Licensee, or any of your teachers, employees or independent contractors are convicted of a felony, or a crime of lesser offense if such crime involves any offense against children; You fail to conduct your Yoga Child Program in accordance with our Quality Standards and guidelines. You, or any of your teachers, employees, independent contractors or agents discloses any of our Confidential Information to any party who is not actively involved with the Yoga Child; Any person who has attended our training program or that is involved with your Yoga Child Program violates the terms or conditions of or fails to sign the Yoga Child Confidentiality or Non-Competition Agreements; You materially breach or violate the terms of this Agreement. THE YOGA CHILD PROGRAM & YOUR COMPLIANCE OBLIGATIONS PROGRAM MANUAL We will provide you with our Yoga Child Program operations Manual (the Manual) after you successfully complete our training program and have provided us with the background check and clearance information. The Manual will contain confidential information about our methods and techniques. It will be accompanied by suggested operations procedures. We understand that each of our Licensees is operating in a different and unique location, and accordingly we understand that you will require a reasonable degree of autonomy in setting up the specific details for your Yoga Child Program. Generally, however, you will operate your Yoga Child Program in accordance with the recommendations and procedures contained in the Manual, and in accordance with the spirit and practices established in the Manual. You may not make copies of the Manual. You must notify us if the Manual is lost. MARKETING MATERIALS We will also provide you with samples and production ready copies of our logo designs featuring the Yoga Child brand name, which must be used on all promotional and advertising materials for your program. Upon your request we will also provide you with samples and production ready copies of promotional materials that we have created for our own use, that you can then use as a template to create materials for your specific program. You will submit all promotional and advertising materials to us for review and approval prior to using them. It is not our intention to unreasonably withhold any approval, but we must reserve our right of review and approval to protect the integrity of our reputation. YOGA CHILD CD We also suggest that you use the Yoga Child audio CD, A Peaceful Place Inside, as a prominent part of your program and that you provide each attendee in your program with a copy of the CD. You may not make copies of the CDs for distribution to your attendees. To do so is a violation of United States Copyright Law and a criminal act. YOGA CHILDS INSPECTION RIGHTS FINANCIAL MATTERS You agree to keep accurate books and records of account for all business transactions concerning your Yoga Child Program. We shall maintain the right to inspect those books and records, upon reasonable notice to you, for purposes of ascertaining and verifying the fees payable to us. OPERATIONS MATTERS You agree that we, or our appointed representative, shall maintain the right to attend and observe any of your Yoga Child Program sessions without giving any prior notice. INSURANCE AND INDEMNIFICATION INSURANCE You will at all times maintain a commercial general liability insurance policy from a reputable company with an insurance industry so-called Best Rating of A or higher, with a coverage amount of at least $1,000,000 (one million dollars), which shall cover the business activities involved in conducting and operating your Yoga Child Program. You will also have us listed as an additional named insured on the insurance policy. You will provide us with a certificate of insurance, produced by the insurance company, as evidence that the policy is in force, on an annual basis and as we may otherwise request from time to time. INDEMNIFICATION You will at all times indemnify and hold us harmless (including our officers, directors, employees, agents and other representatives) from and against any and all matters, claims, demands, actions or disputes, including all forms of legal actions or lawsuits, arising out of or connected with your Yoga Child Program. This indemnification shall apply to any and all circumstances regarding the operation of your Yoga Child Program, and it shall survive beyond the expiration of this Agreement. It is expressly understood that this indemnification shall also be applicable in situations where the underlying claims may assert negligent acts or omissions by Yoga Child. We shall also maintain the right to choose our own defense counsel for matters relating to this indemnification. In all circumstances, you shall remain responsible for all reasonable expenses related to this indemnification, including counsel fees and costs. CONFIDENTIAL INFORMATION AND TRADE SECRETS CONFIDENTIAL INFORMATION All of the following shall be considered as confidential information between the Parties: The terms of this Agreement; Names and contact information of the Parties; Information relating to clients and / or customers of the Parties; Communications of all types (including without limitation written, verbal and electronic) between the Parties and communications of all types from their clients or customers; Information relating to any advisors or consultants of the Parties; Any and all of Yoga Childs proprietary methods and techniques, including any and all information presented in the Manual, Marketing Materials or other printed or posted materials AND any other such information presented verbally or otherwise during the training program and from time to time from Yoga Child to Licensee. Content, layout, theme colors, etc. of any of our promotional materials; Anything else related to the proprietary practices, methods and techniques of Yoga Child and the Yoga Child Program. TRADE SECRETS All of the following shall be considered as trade secrets and therefore also shall be considered as confidential between the Parties: All of the items listed in sub-paragraph A. above. Specialized breathing, postures and asanas specifically developed by the creators of the Yoga Child program; Songs, lyrics, spoken word, arrangements, rhythms and other elements of the music and audio recordings produced or controlled by Yoga Child; Names, contact information and compensation arrangements regarding the creators and authors of any materials produced or controlled by Yoga Child; Names, contact information and compensation arrangements regarding any other licensees or business affiliates of Yoga Child; Content, subject matter and design of any websites, blogs, video presentations, written presentations, and any and all other promotional information produced or controlled by Yoga Child. All other propriety elements of the Yoga Child Program disclosed during the training program or during other interactions between you and us. You agree, recognize and understand that all of the above Confidential Information and Trade Secrets are unique and valuable assets of Yoga Child with unique intellectual character. Accordingly, you will not use or disclose any Confidential Information or Trade Secrets for any purpose other than in connection with the operation of your Yoga Child Program as licensed hereunder. You will also use your best efforts to ensure that no employee, teacher or other independent contractor of yours uses or discloses any Confidential Information or Trade Secrets for any purpose other than in connection with the operation of your Yoga Child Program as licensed hereunder. We require that any person who attends our training program must also sign our Yoga Child Confidentiality Agreement. You agree to cooperate with us in this matter. OWNERSHIP OF NAMES, TRADEMARKS, SERVICEMARKS All trade names and other names and logos used in connection with the Yoga Child Program shall at all times remain the exclusive property of Yoga Child, and your permission to use the same in connection with your Yoga Child Program is only a limited grant of permission to do so under the license in accordance with the terms of this Agreement. You will never adopt or use a name or logo that is similar to or may be confused with our logos or the name Yoga Child without first obtaining our written consent. REVERSION OF RIGHTS & RETURN OF LICENSED MATERIALS Upon the termination of this Agreement, all rights and the license granted to you shall automatically and immediately revert back to Yoga Child. At that point you will also immediately cease and desist from any further use of the Yoga Child name and logo. INJUNCTIVE RELIEF PERMITTED - You hereby acknowledge that because of the special, unique and intellectual character of the materials and information provided to you under this Agreement, they are of a unique value, the loss of which cannot be adequately or reasonably compensated for by monetary value alone. You further acknowledge that a breach of this Agreement will cause us irreparable harm and damages. You therefore understand that in addition to, and cumulative with, other remedies available, we shall also be entitled to seek the remedies of injunction and other forms of equitable relief under the legal system to prevent further or continued breaches of this Agreement. NON-COMPETITION For a period of two years following the termination of this Agreement, including any renewals, unless you obtain our written consent, you will not directly or indirectly enter, engage or participate in a business which is the same or substantially similar to Yoga Child within a radius of 60 (sixty) miles from our primary Philadelphia location or within 20 (twenty) miles from a location of our other licensees, franchisees or another Yoga Child owned location. ASSIGNMENT You may not assign this Agreement to another party or business entity without first obtaining our written approval, which we will not unreasonably withhold. NOTICES Notices required under this Agreement shall be in writing and sent by US Certified Mail, Return Receipt requested to the addresses of the Parties as stated in this Agreement. You must use our notice and mailing address, not our physical location address. Either Party changing their address will promptly notify the other. CHOICE OF LAW This Agreement shall at all times be construed in accordance with the laws of the Commonwealth of Pennsylvania, and Pennsylvania shall at all times remain as the forum of exclusive jurisdiction for all matters relating to this Agreement regardless as to the domicile or citizenship of the Parties. AGREEMENT INTERPRETATION & MODIFICATION This Agreement represents the complete and entire understanding of the Parties regarding this subject matter and supersedes any other oral or prior written agreements between the Parties regarding this subject matter. This Agreement may only be modified or amended by a written document signed by the Parties. If any one portion of this Agreement shall become unenforceable, that shall not affect the validity of the Agreement as a whole or any other portion, in which case this Agreement shall be construed as if the particular unenforceable provision never existed. Any particular waiver by either Party regarding any specific breach or default will not be deemed to be a continuing or future waiver. Paragraph and clause headings in this Agreement are for reference purposes only. This Agreement shall be binding upon and inure to the benefit of any heirs, successors and / or assigns of the Parties. This Agreement shall not be construed so as to create a partnership or joint venture between the Parties. SIGNATURES FOLLOW BELOW AGREED TO AND ACCEPTED BY: LICENSEE BY: ____________________________ LICENSOR, YOGA CHILD BY: ____________________________ Page  PAGE 1 of  NUMPAGES 1 +. * 5  z MN.Z]$'?WX<H , !(!F!t!!!!!!"""#(),,i.綯hhlCJ hl6CJh(hl6CJh(hl>*CJh(hl56>*CJh(hl5CJ hlCJh(hlCJ h>hlh>hl5A,-. 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