Fight For Life Foundation Licensing Agreement


Thank you for choosing to further the mission of the Fight For Life Foundation, Inc. (“FFLF”)! FFLF is a Delaware non-profit corporation that agrees to provide your organization with standards-based curriculum supplements and, in exchange, your organization agrees to the terms and conditions contained in this agreement. Please review this agreement and select your desired program to get started. We look forward to working with you to enrich the lives of your students!

1.0 Summary of Program.

Program Fees

Site Fees $2,000 – one-time fee, per site

Student Fees – 4 Qtr. $64 – 1 Qtr. $24 – per student

Curriculum Sets – 4 Qtr. $270 – 1 Qtr. $75 – each set provides instruction for 3 classes (Full includes 54 book, Summer includes 15)

20 hrs of support – Included – support provided by FFLF

Participating District or Company (LICENSEE):

Name:

Address:

Term:

Term 4-Qtr.

Term 1-Qtr.

Number of Sites:

Site Names:

Number of Students:

Pre-K:

Grades 1-2:

Grades 3-4:

Grades 5-6:

Number of Curriculum Sets needed:

2.0 Licensed Materials.

Facilitator Materials

Teacher Guide, Itinerary, Top 5 Worksheet, Book List, Facilitator Survey, Clipboard Sign, Action Chart, Incentive Chart, Character Cards

Student Materials

1st Quarter workbook, 2nd Quarter workbook, 3rd Quarter workbook, 4th Quarter workbook, Review Weeks, Pre-program inventory, Post-program inventory, Student Survey, Field Marker

Incentives

Whistle, Yoyo, Stylist, Miniature flashlight, Cup, Lunch bag, Water bottle, Cinch sack

Signage

Field Poster Word of the Week poster Weekly Topics poster

2.1 Description.

Collectively, the above described materials will be referred to as “Licensed Materials.” FFLF reserves the right to modify the Licensed Materials upon delivery so long as the replacement materials are substantially similar. FFLF will deliver the current version of Licensed Materials that exist as of the Effective Date. FFLF will not provide updates or new versions of the Licensed Materials during the Term, except that FFLF will deliver the then existing version of Licensed Materials at the beginning of any renewal period.

2.2 Grant of Copyright License.

Subject to the terms of this agreement, FFLF grants Licensee a revocable, non-exclusive, non-transferable, non-assignable, limited license to use the Licensed Materials during the Term at the Site identified herein for the purpose of providing education services. Licensee may publicly display the Signage and use it for promotional purposes. At the end of the Term, Licensee shall promptly return to FFLF all Facilitator Materials and Signage.

Notwithstanding the foregoing, Licensee may distribute the Student Materials and Incentives to its student participants for the limited purpose of facilitating the Building Dreams® program. Students may keep any Student Materials or Incentives they receive from Licensee.

Except as otherwise provided herein, Licensee shall not reproduce, perform, transmit, otherwise display or distribute the Licensed Materials, or prepare derivative works based upon the Licensed Materials. Any contributions, modifications, changes, improvements, or derivative works made upon the Licensed Materials by either party will remain the property of FFLF and Licensee agrees to immediately take whatever steps are necessary to perfect FFLF’s rights in the same.

3.0 Trademarks.

FFLF owns federal registrations for FIGHT FOR LIFE FOUNDATION (Reg. No. 4623897) and BUILDING DREAMS (Reg. No. 4636078), and common law trademark and trade dress rights for any and all words, slogans, designs, packaging, and logos that FFLF uses in connection with the Building Dreams® program (collectively, “FFLF Marks”).

FFLF grants Licensee the right to use the FFLF Marks for the limited purpose of promoting its education services. All promotional materials and advertisements must be consistent with the maintenance of the excellent reputation of FFLF. FFLF reserves the right to revoke this Trademark License in its sole discretion at any time by providing notice to FFLF. Licensee agrees to immediately cease using the FFLF Marks upon receipt of such notice.

4.0 FFLF Rights.

Notwithstanding any provision herein to the contrary, FFLF may license the Licensed Materials and/or FFLF Marks to any individuals, partnerships, companies, and corporations to use in any part of the world and FFLF reserves all other intellectual property rights not expressly granted by this agreement.

Licensee grants FFLF a non-exclusive, irrevocable, royalty-free, worldwide license to use the Licensee’s name and logos for the limited purpose of promoting FFLF programs and initiatives.

5.0 Protection of Licensed Materials.

Licensee will promptly notify FFLF of (i) any infringement or unauthorized use of any Licensed Materials by any third party of and (ii) any assertion by any third party that Licensee’s use or display of any Licensed Materials constitutes infringement upon another’s rights.

6.0 Term.

All licenses and rights granted hereunder will commence upon payment of all applicable fees and continue until the final day of instruction for the applicable 4 Quarters or 1 Quater school session, unless terminated as provided herein. Licensee may renew this agreement by giving FFLF at least thirty (30) days prior written notice. The Term includes any renewal periods.

7.0 Licensing Fees.

Licensee shall pay to FFLF the Total Program Fee calculated in Section 1.0 within five (5) business day of the Effective Date. All fees are non-refundable. Should Licensee add student participants after the Effective Date, Licensee shall notify FFLF and promptly pay an additional number of Student Fees corresponding to the additional number of student participants. Upon receipt of the additional Student Fees, FFLF will deliver the corresponding number of Student Materials and Incentives.

If Licensee elects to renew this agreement, Licensee must pay an additional Total Program Fee for the selected renewal period at the then current fees. However, FFLF will waive the Site Setup fee and reduce the Total Program Fee by the same amount for each consecutive renewal period.

8.0 Termination.

In the event either party fails to correct or cure any material breach of this agreement within ten (10) calendar days of receiving written notice by the non-breaching party, the non-breaching party may immediately terminate this agreement. Upon termination under this section, Licensee shall immediately cease all use of the Licensed Materials and promptly return to FFLF all Licensed Materials.

9.0 Miscellaneous.

9.1 Amendment.

This agreement may not be amended, modified or extended except by a written instrument signed by both parties.

9.2 Disclaimer of Partnership or Agency.

Each of the parties is in no way the legal representative or agent of the other party for any purpose and shall have no power to assume or create, in writing or otherwise, any obligation or responsibility of any kind, express or implied, in the name of or on behalf of the other party.

9.3 Governing Law, Jurisdiction, and Venue.

This agreement shall be considered as having been entered into the State of Indiana and shall be construed and interpreted in accordance with the laws of the State of Indiana. Each of the parties hereto irrevocably agrees to submit to the jurisdiction and venue of the courts of Marion County in the State of Indiana to resolve any disputes related hereto or arising hereunder.

9.4 Waiver.

Any failure of FFLF to enforce, at any time or for any period of time, any of the provisions under this agreement shall not be construed as a waiver of the right of the FFLF to enforce such provisions unless said waiver is in writing, and signed by an authorized executive officer of FFLF.

9.5 Severability.

Each provision of this agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid or contrary to any existing or future law, such invalidity shall not impair the operation of this agreement or affect those portions of this agreement which are valid.

9.6 Entire Agreement.

This agreement constitutes the entire agreement between the parties hereto and there are no representations, warranties, covenants or obligations except as set forth herein. This agreement supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the parties hereto, relating to any transaction contemplated by this agreement.

9.7 Indemnification.

Licensee agrees to indemnify, defend and hold harmless FFLF from and against any and all damage, cost liability and expenses of any kind whatsoever (including reasonable attorneys’ fees) arising out of, (a) any breach of this agreement by Licensee; or (b) any claim by a third party relating to any licensing activity of the Licensed Materials by Licensee. This agreement is agreed to and executed by the parties as of the effective date provide below:

Effective Date:

FIGHT FOR LIFE FOUNDATION, INC.

LICENSEE

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Fight For Life Foundation http://fightforlifefoundation.org
Signature Certificate
Document name: Fight For Life Foundation Licensing Agreement
Unique Document ID: e7264bbaeb003f810a92e794c2e3bdaeb2f201e3
Timestamp Audit
2017-04-06 14:57:57 EDTFight For Life Foundation Licensing Agreement Uploaded by Marlin Jackson - marlinjackson@fightforlifefoundation.org IP 204.14.239.55