THE EXECUTION COMPANY, LLC

TRAINER LICENSING, CONFIDENTIALITY and USE  AGREEMENT

This agreement for trainer consulting services is made this September 30th, 2022 (“Effective Date”) between The Execution Company, LLC as Licensor (hereinafter referred to as “TEC”), a Michigan limited liability company with its principal place of business at 1798 Holloway Drive, Holt Michigan, 48842, and , located at , , as Licensee (hereinafter referred to as “Trainer”).

WHEREAS:
  1. TEC owns proprietary ownership rights, either solely or jointly, in and to numerous copyrightable TEC Materials, generally described as the 12 Week Year program and related materials, which are identified on Exhibit “A” attached hereto (hereinafter referred to collectively as the “TEC Materials”), and has the right to license others to produce, copy, make, or sell the TEC Materials.
  2. TEC retains all rights to the TEC Materials which are not transferred herein, and retains all common law Copyrights and all federal copyrights which have been, or which may be granted by the Library of Congress.
  3. Trainer desires to obtain, and TEC has agreed to grant, a license authorizing the use of the TEC Materials by Trainer in accordance with the terms and conditions of this Agreement. Trainer desires to engage TEC to provide trainer consulting services to Trainer on its 12 Week Year program and related materials so that Trainer may provide future training to individuals and to up to 100 employees within a specific company (the “Services”).
  4. Trainer further desires to obtain, and TEC has agreed to grant, a license to utilize  certain trademark rights belonging to TEC in a certification logo relating to the TEC Materials, as set forth herein on Exhibit A.
  5. The parties agree that TEC’s intellectual property is of great value and its protection is essential to TEC.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, as set forth herein, TEC and Trainer agree as follows:
  1. Grant of License.
    1. Subject to the TEC hereby grants to Trainer, in accordance with the terms and conditions  of  this Agreement including but not limited to payment of license fees, a limited, , non-exclusive, non-transferrable license to (1) use and copy the TEC Materials in the course of Training’s coaching and training business, including, without limitation, distributing copies of the TEC Materials to Trainee’s clients for instructional purposes; and (2) use TEC’s certification logo for “12 Week Year” and any associated marks contained in the TEC Materials (collectively, the “Marks”) solely as contained in the TEC Materials in the course of Trainee’s authorized usage of the TEC Materials (as set forth herein) by Trainee.  The license and certification shall be limited to the individual designated by Trainee.  Further, Trainee may use the TEC Materials in conjunction with advertisement and promotion of the TEC Materials as described herein.  Except as expressly set forth herein, any other use of the TEC Materials shall be made by Trainee only upon the receipt of prior written approval from TEC.
    2. Trainer may only use the TEC Materials with individuals and with up to 100 employees within a specific company.  Trainee must contact TEC in advance for written approval to pursue and collaborate with TEC for training at companies with 101 or more employees (“Large Companies”). TEC may, at its disrection, opt to lead the sales effort and delivery of services to such Large Companies. Revenue share will be determined on a case-by-case basis.
    3. Trainer shall not grant sublicenses nor assign this license without the prior written approval of TEC.
    4. Trainer hereby accepts such license and agrees that Trainer shall not use the TEC Materials except in accordance with the terms and conditions of this  Agreement. Trainer acknowledges that this is an annual program, subject to termination as set forth in Section 4. Further, Trainer acknowledges and agrees that Trainee must attend events required by TEC during the applicable license period. Also, Trainee acknowledges that the license granted herein is non-exclusive and that TEC may license others to use the TEC Materials.
    5. Trainer agrees it will not materially change content and that TEC has the right at any time to review all content used by Trainer. Further, Trainer agrees it will not use a domain name with the term “12 Week Year” anywhere in the domain name.
  2. Ownership of TEC Materials.
Trainer acknowledges that TEC is the owner of the TEC Materials and of all associated federal registrations and pending registrations, and Trainer shall do nothing inconsistent with such ownership. Trainer further agrees that it will not claim ownership rights to the TEC Materials, or any derivative, compilation, sequel or series, or related TEC Materials owned by or used by TEC. TEC owns all right, title and interest in the Materials including any Materials that Trainer develops, customizes, or enhances in using the Materials licensed herein to the TrainerNo written or oral Materials provided by TEC relating to this engagement may be duplicated, used as the basis for derivative TEC Materials, imitated, summarized, abstracted or otherwise used for any purpose other than the performance of this Agreement without the prior written permission of TEC. Should TEC provide any such Materials in electronic format, Trainer shall not alter such Materials in any way (including, but not limited to, deleting any copyright or trademark notices).
  1. Fees.
    1. In exchange for the Services, Trainer shall pay to TEC a licensing agreement fee of $5,000.00 for the 12 month license period within thirty days of receipt of invoice from TEC. The license period shall run for 12 months from the effective date of this Agreement. For these fees, TEC grants Trainer a non-exclusive limited license to use the Materials for (a) training individuals in individual sessions and (b) training employees at a specific company with up to 100 employees. Upon request by TEC, Trainer shall promptly provide to TEC information about the number of participants attending training sessions and the number of employees in each specific company to ensure no more than 100 employees are trained per company (without prior communication with TEC).
    2. At the end of 12 months Trainer shall be able to renew for an additional 12 months, with TEC approval at a licensing fee of $2,500.
    3. For each person trainer trains and provides access to Achieve there is a $100 fee per person annually.
  1. Term and Termination.
    1. The license granted by this Agreement shall be for an initial one-year term commencing upon the Effective Date in return for the payment of the Fees set forth in Section 3. Failure to pay the license fees will result in immediate termination of this license and require the return of all Materials. Trainer may renew this license only upon payment of the license fee for an additional term and TEC may increase the license fee at its discretion for any subsequent license terms.
    2. Notwithstanding the foregoing, TEC may terminate this Agreement if Trainer materially fails to comply with any provision of this Agreement and fails to cure such default within thirty (30) days of receipt of notice of default from TEC.
    3. TEC has the right to revoke the license or require supervision due to ethical violations, lack of competence or inability to demonstrate competency.
    4. In the event that Trainer seeks bankruptcy, either voluntarily or involuntarily, TEC may, at its sole discretion, terminate this Agreement.
    5. In the event that Trainer sells all of its assets to a third party, or otherwise cease to exist in its current form, TEC, at its discretion, may immediately terminate this Agreement.
    6. Upon termination of this Agreement for failure to pay fees or for any other reason, the license granted under this Agreement all license right (including the right to use the TEC Materials) granted to Trainer shall immediately terminate. Trainee shall return all Material, any information whether tangible or intangible, written or in electronic form or any other medium. Trainee shall provide a written statement confirming the return of all Material, shall discontinue use of all Material and Trainer shall not represent himself as a Trainer of the 12Week Year program.
  1. Confidentiality.
  2. Trainer acknowledges that the Materials which have, or will, come into its possession or knowledge consist of confidential, proprietary and trade secret data, processes, materials and information which relate to TEC’s products, research, development, trade secrets or business affairs (“Confidential Matters”), and any use of such Confidential Matters for any purpose other than the performance of this Agreement, or any disclosure to or use by third parties will be damaging. Trainer represents warrants and agrees to hold all such Confidential Matters in strictest confidence, to make no use thereof other than for the performance of this Agreement, to release them only to employees, agents, or consultants requiring such information for such purpose, and not to release or disclose them to any third party absent court or administrative order. Trainer agrees to take appropriate action with respect to their employees, agents, and consultants to ensure these obligations regarding Confidential Matters under this Agreement shall be fully satisfied.
  1. Indemnification.
  2. Trainer agrees to agrees to indemnify and hold harmless TEC, its agents, directors, officers, and employees from and against any and all loss, penalty, fine expense, including attorneys’ fees, damage or injury resulting from or occurring in connection with the provision of Services, including but not limited to any breach of confidentiality or violation of TEC’s intellectual property rights in the Materials.
  1. Notices.
  2. Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally or by registered or certified mail, return receipt requested, with postage prepaid and addressed to the following persons and addresses, or to such other addresses or persons as any party may request by notice in writing to the other such party:
  1. Arbitration.
  2. All disputes arising from the terms of this Agreement will be subjected to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, with one arbitrator selected by each party, and a third arbitrator selected by the two chosen arbitrators. This Agreement shall be governed by and construed in accordance with, the laws of the State of Michigan without regard to the conflicts of laws rules thereof and any arbitration shall be brought in Holt, Michigan using Michigan laws.
  1. Independent Business Relationship.
  2. TEC and Trainee are independent contractors and are not and shall not be construed as joint venturers, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.
  1. Miscellaneous.
    1. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.
    2. In the event it becomes necessary for either party to file a suit to enforce this Agreement or any provisions contained herein, and either party prevails in such action, then such prevailing party shall be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees and court costs incurred in such suit.
    3. If any provision of this Agreement, or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.
    4. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

TRAINER

Name:

Date: September 30th, 2022

THE EXECUTION COMPANY, LLC

Name: Brian Moran

Date: September 30th, 2022

Title: CEO

Exhibit A

Program Included in Licensing Agreement

The 12 Week Year Program consists of concepts, lectures, exercises designed for online collaboration, multimedia developed for web distribution, notes, outlines, syllabi, bibliographies, tests, instructional handouts, videotaped presentations and any like materials and documents (whether in an electronic medium or other medium).