WHEREAS Dr. TC North (“North”) and Dr. Cathy Greenberg (“Greenberg”) are parties to a Collaboration Agreement (the “CA”) in relation to the “Fearless ___ Book Series”; and
WHEREAS the CA was amended by the parties in June 2014 pursuant to a written Addendum (the “Addendum”); and
WHEREAS the Addendum provides in part:
“3.3 “Fearless Leaders” “Platform” and “Best Seller Campaign.” The parties acknowledge that Greenberg, and Fearless Leaders, LLC, an Arizona limited liability company, have developed an internet-based “Platform” to be initially used in conjunction with the initial marketing of the Book, and have organized, along with others, a “Best Seller Campaign” for the launch of the Book and the Platform. Upon publication of the Book, North will be granted a license to access and use the Platform, subject only to the Certification Exclusivity described elsewhere herein.
3.5 Education and Training Activities – Certification Exclusivity. Notwithstanding any other claims that may be asserted by North or Greenberg:
3.5.1 Each co-author may utilize any content of the Book “Fearless Leaders: Sharpen Your Focus” in conjunction with programs for education and training of third parties as well as for the sale of materials, other than the Book “Fearless Leaders: Sharpen Your Focus” sold in conjunction with such education and training programs without any accounting to the other for any revenues, other than book sales, as may arise therefrom EXCEPT:
3.5.3 Any offer by North to provide certification or “certified training” without the participation and agreement of Greenberg, using the phrase “Fearless Leaders” in the singular or plural, shall constitute a breach of the CA causing irreparable harm to Greenberg and the Company. The parties acknowledge that monetary damages would be an inadequate remedy for breach of this “certification exclusivity” and that its breach will cause irreparable and immeasurable harm. Therefore, in addition to any other remedy available at law or in equity, Greenberg shall be entitled to seek temporary, preliminary and permanent injunctive relief from any court of competent jurisdiction restraining any activity in breach of this certification exclusivity.” WHEREAS the initial marketing of the Book is about to commence along with the launching of fearlessleadersgroup.com the “Platform” referred to in Section 3.3 of the Addendum. Fearlessleadersgroup.com is owned and operated by Fearless Leaders, LLC, an Arizona Limited Liability Company DBA Fearless Leaders Group, of which Greenberg is a Member; NOW THEREFORE, in consideration of the Premises and in keeping with the terms of the CA and the Addendum, Fearless Leaders, LLC hereby grants this Limited License to Dr. TC North.
PARTIES. This LIMITED LICENSE AGREEMENT is entered into between Dr. TC North (“North”) of Lafayette, Colorado (“LICENSEE”), Dr. Cathy Greenberg, PhD (“Greenberg”) of Tucson, Arizona, individually and as Member and Manager of What Happy Brands, LLC (“WHB”); and Fearless Leaders, LLC DBA Fearless Leaders Group (“FLG) (collectively “LICENSOR”) for the use of the website and internet platform found at fearlessleaders.com (the “PLATFORM”).
GRANT OF LICENSE. Subject to the terms and conditions of this Limited License Agreement, LICENSOR hereby grants LICENSEE a non-exclusive, non-transferable, royalty-free, world-wide license to access the PLATFORM subject to the conditions and limitations herein provided.
CONDITIONS AND LIMITATIONS.
a. Non-assignment. LICENSEE shall not assign or sublicense the rights granted herein without the express prior written consent of LICENSOR.
b. Education and Training Activities – Certification Exclusivity. This License does not include any rights related to training or certification of the Methods or Models present on the Platform. Any and all certification of “Fearless Leader” training must be done solely by Greenberg, or pursuant to a separate agreement.
c. No Endorsement. LICENSEE may not use LICENSOR’s trademarks or trade name to endorse or promote products or services of LICENSEE, or of any third party, except as specifically provided herein or as may be subsequently agreed to in writing by LICENSOR.