Scope of License. Subject to the terms and conditions contained in this Agreement, SM hereby grants to Licensee a non-transferable, non-sublicensable, nonexclusive license to use the Trademarks, Protocols and Works, solely in connection with the operation of Licensee’s existing training and networking business (“Licensee’s Business”) and only for the purpose of servicing Peer Groups. This license shall not allow use of Trademarks, Protocols, or Works for the servicing of businesses, leadership teams, chambers, non-profit organizations or associations.
“Protocols” refers to the sales techniques, ideas and know-how developed by SM and its affiliates as described in the Works which may be modified, changed, updated or added to by SM or its affiliates in the future.
“Trademarks” mean those service marks, trademarks, trade names, logos and commercial symbols as may presently exist, or which may be modified, changed or acquired by SM or its affiliates, that are licensed herein. The Trademarks include, but are not limited to, “SpiralMethod”.
“Works” mean the books, compact discs (CDs), digital video disks (DVDs), pamphlets, workbooks and other tangible materials under the Trademarks that are used in connection with the educational services business conducted by SM and its affiliates, all as may presently exist, or which may be developed, modified, changed or updated by SM or its affiliates hereafter.
Permitted Use of Restricted License. Within the scope of use described in this Agreement and in accordance with the terms of this Agreement, Licensee shall be permitted to distribute and display the Works Licensee purchases from SM teach the Protocols and use the Trademarks to identify the Protocols and Works. Licensee shall not, during the Term or thereafter, use the Protocols, Trademarks (or any similar marks) or Works, or any derivations or adaptations thereof, in any manner other than as licensed hereunder. Any unauthorized use of the Trademarks, Protocols or Works by Licensee is a breach of this Agreement and an infringement of the rights of SM. All provisions of this Agreement applicable to the Trademarks, Protocols and Works apply to any additional trademarks, service marks, protocols, sales training programs, commercial symbols, sales techniques, ideas, know-how, books, compact discs (CDs), digital video disks (DVDs), pamphlets, workbooks or other tangible materials hereafter authorized for use by and licensed to Licensee.
Rights Reserved. SM reserves all other rights in the Protocols, Trademarks and Works, including, without limitation, the right to the goodwill associated therewith and the copyrights embodied therein. Licensee is not granted an exclusive territory. SM and its affiliates are permitted to use and license others to use the Protocols, Trademarks and Works anywhere regardless of the proximity to Licensee. Licensee shall not be permitted to assign the license rights set forth herein except upon written consent of SM such consent being subject to SM’s sole and absolute discretion.
Ownership. Licensee hereby acknowledges and agrees that SM or its affiliates own the Protocols, Trademarks and Works, all derivations and adaptations thereof, any registrations therefore, the goodwill arising therefrom and the copyrights embodied therein. Licensee recognizes the great value of goodwill associated with the Protocols, Trademarks and Works as well as any secondary meaning attached to the Trademarks and acknowledges that such goodwill and secondary meaning belong to SM and its affiliates. Nothing in this Agreement gives Licensee any right, title or interest in the Protocols, Trademarks or the Works except the right to use it in accordance with the terms of this Agreement. Licensee’s use of the Protocols, Trademarks and Works inures to the benefit of SM.
Innovations. All ideas, concepts, techniques, innovations, developments, improvements, suggestions or materials concerning the Protocols, Trademarks or Works, whether or not protectable intellectual property and whether created by or for Licensee or its owners, affiliates, employees or representatives, must be promptly disclosed to SM and will be deemed to be SM’s sole and exclusive property and works made-for-hire for SM. To the extent any such item does not qualify as a “work made-for-hire” for SM or in any other event, Licensee agrees to assign, or require its owners, affiliates, employees or representatives to assign, its or their ownership interest of such item to SM. Licensee agrees to take, or direct its owners, affiliates, employees or representatives to take, whatever action required by SM to document such assignment or to assist SM in obtaining any and all intellectual property rights in such item.
Quality Standards. Licensee hereby agrees that any use of the Protocols, Trademarks or Works shall conform to the highest quality standards and those standards as set forth in Section III. above and in any manual or other written material (“Manual”) provided by SM to protect its intellectual property rights in the Trademarks, Protocols and Works. SM may, at any time, revise any existing standards or establish new standards for the use of the Protocols, Trademarks and Works with respect to protecting SM’s intellectual property rights in the Protocols, Trademarks and Works and Licensee will be required to comply with these changes or additional standards within 30 days of notification at Licensee’s sole cost and expense. Licensee shall not advertise in a deceptive, misleading, or unethical manner and agrees to render prompt and courteous service, and meet such high standards as SM may establish from time to time in the Manual or as otherwise provided by SM.
Compliance with Laws. Licensee agrees to operate the portion of its business which is licensed hereunder along with Licensee’s Business in compliance with applicable laws and governmental regulations. At all times Licensee shall comply with all federal, state, municipal, and local laws, rules, regulations, ordinances, and codes applicable and related to this Agreement. Licensee shall obtain all licenses and permits required by any applicable federal, state, municipal, and local law, rule, regulation ordinance and code. Licensee shall make timely filings of all tax returns and shall pay when due all taxes levied or assessed on, and related to this Agreement and Licensee’s Business.
Termination. SM will have the right to terminate and revoke this restricted, non-exclusive license granted herein at SM's sole and absolute discretion, at any time upon notice to Licensee. In the event the license is terminated, Licensee shall immediately cease to use any Protocols, Trademarks, or Works as defined herein. The Termination may be with or without cause, and shall not give rise to any claims for compensation or damages by Licensee/Participant.