LIMITED INTELLECTUAL PROPERTY LICENSING AGREEMENT
This agreement is between Leaders For Innovation and Change LLC, (“LFIC”/“Licensor”), and the Licensee whose name and signature appear below. For purposes of provisions describing Licensee’s obligations, “Licensee” shall include the named Licensee and every person Licensee permits to use LFIC’s Intellectual Property. The effective date of this agreement shall be the effective date indicated above the signature of the representative of LFIC below. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Intellectual Property Subject to this Agreement. The agreement concerns the business development materials, including videos and/or presentations, created by and owned by Licensor and shared with Licensee directly by Licensor. This agreement is only applicable to intellectual property shared directly by Licensor. Use of any other intellectual property owned by Licensor is unauthorized. The property subject to this agreement shall be called collectively, “LFIC’s Intellectual Property.”
2. Premises of Authorization.
2.1. LFIC represents a group of independent representatives of Primerica, not Primerica, Inc. The scripts, presentations, and examples presented in LFIC’s Intellectual Property do not necessarily represent the opinions or views of Primerica, Inc.
2.2. LFIC associates have a proven track record of success in their personal businesses.
2.3. LFIC and its associates have invested significant funding in the development of LFIC’s Intellectual Property.
2.4. Desiring for this to be a professional, productive endeavor for all concerned, LFIC has invited and accepted Licensee as an authorized user of LFIC’s Intellectual Property.
3. Licensee’s Required Certification. Licensee certifies that Licensee is an active RVP or above with Primerica, and understands that the continuation of this Agreement is contingent on Licensee’s being an active Primerica representative.
4. Grant of License. Licensor grants to Licensee a non-exclusive, non-transferable license for the term to use LFIC’s Intellectual Property solely for the purposes specified in this agreement, and subject to the terms, conditions, and permitted uses described in this agreement.
5. Licensee’s Obligations and Permitted Use of LFIC’s Intellectual Property. Licensee’s use of LFIC’s Intellectual Property must conform to LFIC’s requirements, including as those requirements may change from time to time. In addition to other conditions LFIC may require, Licensee specifically agrees to the following parameters of permitted use:
5.1. Licensee shall NOT share LFIC’s Intellectual Property outside of Licensee’s base shop.
5.2. Licensee will require every base shop member permitted to use LFIC’s Intellectual Property to sign a commitment describing the permitted uses (commitment form to be provided by Licensor) prior to use. This signed form shall be emailed to LFIC in care of Mr. Cameron Francis at firstname.lastname@example.org.
5.3. Licensee is responsible for every aspect of Licensee’s base shop representatives’ use of LFIC’s Intellectual Property, and their compliance with every provision of this agreement.
5.4. Licensee shall not edit or change the content of LFIC’s Intellectual Property, except Licensee is permitted to add a watermark to identify Licensee or Licensee’s base shop. It is permissible to “stitch” an LFIC video to another recording provided all disclaimers are still included.
5.5. Licensee shall not post any portion of LFIC’s Intellectual Property on any social media platform under any circumstance. LFIC’s Intellectual Property may only be shared individually, i.e. SMS, email, or in person, and must not be shared in a downloadable format.
5.6. Licensee agrees that if Licensee or any of Licensee’s base shop representatives violate any provision of this agreement, this license can be terminated without refund.
5.7. Licensee promises to report any knowledge of any inappropriate use of LFIC’s Intellectual Property within 24 hours to LFIC in care of Mr. Cameron Francis at email@example.com, or to such other officer of LFIC as may be identified by LFIC in the future.
5.8. Licensee shall not distribute, sell, license or sub-license, let, trade or expose for sale, commercialize, or disclose the contents of any of LFIC’s Intellectual Property to any third party other than as described in this agreement.
5.9. Licensee shall make no copies of LFIC’s Intellectual Property other than as expressly approved by Licensor.
5.10. Licensee will provide technological and security measures to ensure that LFIC’s Intellectual Property is physically and electronically secure from unauthorized use or access.
5.11. Licensee shall ensure that LFIC’s Intellectual Property retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor as delivered to Licensee.
5.12. Upon request by Licensor, Licensee agrees to report to Licensor the frequency and methods of Licensee’s use of LFIC’s Intellectual Property, and any other related information requested by Licensor.
5.13. Licensee understands that unauthorized use of LFIC’s Intellectual Property can lead to liability for breach of contract, civil fines, and/or charges of criminal infringement.
6. Ownership of Intellectual Property. Licensee acknowledges that Licensor is the exclusive owner of all rights, title, and interest in LFIC’s Intellectual Property. This license does not confer, nor does Licensee in any way acquire, any rights of ownership in LFIC’s Intellectual Property, and Licensee’s use of it is strictly governed by this agreement. At no time, either during this Agreement or at any time thereafter, shall Licensee apply for or register any copyright or other intellectual property right in any of LFIC’s Intellectual Property.
7. Indemnification. Licensee agrees that he will hold Licensor forever harmless and indemnified against any penalty or damage or charges imposed for any violation by Licensee of any laws, regulations, or ordinances, or from any occurrence due to Licensee’s negligence, or from any occurrence or liability of any kind arising out of Licensee’s use of LFIC’s Intellectual Property, whether or not the use was in accordance with any provision of this agreement.
8. Term and Termination. This agreement shall commence as of the effective date and shall remain in effect until it is terminated in writing by Licensor. Licensor may terminate this license upon the occurrence of any of the following:
8.1. The expiration of 5 years from the effective date,
8.2. The failure of Licensee to abide by or fulfill any provision of this agreement, or
8.3. Licensee’s violation of any law, governmental regulation, or compliance requirement related to Licensee’s Primerica business.
In addition, this license shall terminate automatically and immediately upon Licensee’s resignation or termination of Licensee’s representative contract with Primerica, which occurrence will also revoke all permissions previously given to members of Licensee’s base shop. Any use after termination shall be considered infringement and shall be prosecuted.
9. No Warranties. LFIC makes no express or implied warranties or representations as to the effects or value of the use of LFIC’s Intellectual Property. Further, LFIC makes no express or implied warranties or representations as to the compliance of LFIC’s Intellectual Property with any requirement of any governmental or quasi-governmental authority or with Primerica’s internal compliance policies.
10. Choice of Law and Forum Selection. This agreement shall be construed by the laws of Virginia. Any dispute arising out of or relating to this agreement shall be filed in a court in Virginia, or at Licensor’s election, may be filed in any United States court convenient to Licensor.
11. Remedies. Licensee acknowledges that LFIC’s Intellectual Property is enormously valuable to LFIC and that Licensee’s continued use of LFIC’s Intellectual Property after the termination of this agreement, or in violation of any provision of this agreement, will cause substantial and irreparable injury to LFIC. Licensee understands that any and all remedies available may be taken against Licensee, including, but not limited to remedies for breach of contract, civil fines, and/or charges of criminal infringement. Licensee acknowledges and agrees that LFIC shall be entitled to automatic emergency injunctive relief from a court for specific performance of this agreement, and other remedies for violation of intellectual property laws, if Licensee or Licensee’s permittees continue to use LFIC’s Intellectual Property following the termination of this agreement. If LFIC commences legal action to stop the use of LFIC’s Intellectual Property by Licensee, LFIC shall be entitled to an automatic award of its reasonable costs and attorney’s fees in addition to any other legal and equitable relief to which it may be entitled if it prevails in such action.
12. Complete Agreement. This agreement constitutes the entire agreement between the parties with respect to Licensee’s licensed use of LFIC’s Intellectual Property, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding this subject matter.
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