Paterson LifePlan License Agreement This License Agreement (the “Agreement”) is made effective as of__________ (the “Effective Date”) between Paterson Center LLC, PO Box 270517, Fort Collins, CO 80527 (“Licensor”) and ______________________________________ (“Licensee”). In consideration for the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Content of Licensed Materials The materials that are the subject of this Agreement shall consist of all written course materials, all training videos, all in-person training, electronic information published or otherwise made available by Licensor including the trademarks, service marks, copyrights, brand logos, brand guidelines, trade secrets, trade dress and all other information made available, in any form, by Licensor (hereinafter referred to as the “Licensed Materials”). II. Grant of License A. Licensor hereby grants to Licensee a non-exclusive, worldwide, non-transferable, revocable license to use and copy the Licensed Material, in accordance with this Agreement. Use of the materials constitutes Facilitating the Paterson LifePlan process with individuals. Facilitating the Paterson LifePlan process means using the LifePlan tools, in the way in which Licensor teaches, to guide clients through the 4-phases of the LifePlan process: Perspective, Planning, Management, and Renewal. B. Licensee acknowledges that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor. Licensor will own all rights in any copy, translation, modification, adaptation, or derivation of the Licensed Materials, including any improvement or development thereof. Licensee agrees to execute any instrument that may be appropriate to assign these rights to Licensor or perfect these rights in Licensor’s name. Licensee shall not have any right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. C. Licensee agrees to review and be bound by the terms contained within the LifePlan Pathway to Mastery, attached as Appendix B and incorporated by reference herein. D. Licensee agrees to submit a Playbook, client review, and personal review, as defined within the LifePlan Pathway to Mastery within 30 days prior to review of the then existing term of the Agreement, which renews annually. Such Playbook and accompanying items shall be submitted once per every successive term for acceptance by Licensor, as explained in the LifePlan Pathway to Mastery. If Licensor rejects the submission of the Playbook by Licensee, this can be considered an Event of Default by Licensor as defined in Section V. III. Fees Licensee hereby agrees to pay the upfront fees and royalty fees as set forth in Schedule A to this Agreement for training and use of the Licensed Materials in accordance with the terms specified in this Agreement. Licensee shall keep accurate books and records of the royalty calculations. Concurrently with the submission of royalty fees, Licensee shall submit to Licensor a report, either online, by mail, or by email, detailing the number of LifePlans completed in the given payment period, along with the total amount of license fees due for that given licensing payment period. IV. Specific Restrictions on Use of Licensed Materials Unauthorized Use. Licensee shall not knowingly permit third parties to use the Licensed Materials. Modification of Licensed Materials. Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor. Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials. Licensee shall give proper attribution or notice to recipients of services that he/she has received training in these processes by Paterson Center, LLC and that the process is the protected intellectual property of the Licensor. Required Use of Copyright Notice. Any tool or construct used in any form other than handwritten must show the following: Copyright © 2015 Paterson Center, LLC. All use of Licensor’s trademarks and service marks shall be in accordance with the brand guidelines set forth in Appendix A and incorporated by reference herein. Commercial Purposes. Other than as specifically permitted in this Agreement, that of Facilitating the Paterson LifePlan process for individuals, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form. Licensee is not certified to train others in the process or in any of the specific tools within the LifePlan training manual. V. Term and Termination A. This Agreement shall have an initial term of one (1) year commencing on the date of this Agreement, and shall be automatically renewed for successive one (1) year terms unless either party gives the other written notice of termination at least 30 days prior to the end of the then current term. B. Licensee acknowledges and agrees that Licensee’s breach of this Agreement or if Licensee otherwise misuses the Licensed Materials in contravention of this Agreement, such conduct shall constitute an event of default (“Event of Default”) and the occurrence of an Event of Default shall constitute a material breach of this Agreement. Upon the occurrence of an Event of Default by or with respect to Licensee, Licensor shall be entitled to immediately terminate this Agreement and/or seek to recover damages from Licensee. C. Upon Termination or non-renewal of this Agreement, Licensee shall cease use of the Licensed Materials, shall destroy all electronic copies of the Licensed Materials in the possession of Licensee, and shall return to Licensor any and all paper copies of the Licensed Material in the possession of Licensee within thirty (30) days of termination or non-renewal. VI. No Warranties/ Limitation of Liability THE LICENSED MATERIALS PROVIDED BY LICENSOR ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. VII. Governing Law This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of Colorado, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in the State of Colorado shall have jurisdiction to hear any dispute under this Agreement. VIII. Dispute Resolution In the event of any dispute or controversy arising out of or relating to this Agreement, with the exception of misuse of Licensed Materials or non-payment of fees, the parties agree that they shall submit the dispute to Mediation. The parties shall, without delay, continue to perform their respective obligations under this Agreement, which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within thirty (30) days after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreeable location and describe the dispute and their respective proposals for resolution to responsible executives of the disputing parties, who shall act in good faith to resolve the dispute. If the dispute is not resolved within thirty (30) days after such meeting, the parties may then proceed to pursue their rights under Section VII. If there is a dispute regarding misuse of the Licensed Materials or non-payment of fees, the Licensor may pursue rights under Section VII without participating in mediation. IX. Miscellaneous A. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. B. No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee. C. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. D. Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. E. All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within 3 days after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent by mail or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party. IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly authorized representatives as of the date first above written. LICENSOR: BY: ______________________________________ DATE: __________________ Signature of Authorized Signatory of Paterson Center, LLC Print Name: David Mitchell Title: President Address: P.O. Box 270517, Fort Collins, CO 80527 Telephone No.: 303-578-9055 E-mail: [email protected] LICENSEE: BY: ______________________________________ DATE:_______________________ Signature of Authorized Signatory of Licensee Print Name: ___________________________________________________________ Title: _________________________________________________________________ Address: ______________________________________________________________ Telephone No.:_________________________________________________________ E-mail: ________________________________________________________________ Schedule A Licensee shall pay to Licensor an upfront fee of $4,000 upon commencement of the training event “The Art of Facilitating LifePlans”. Licensee shall also pay Licensor a royalty fee of the greater of either $49.00 per LifePlan or 5% of the gross revenue per LifePlan, realized by Licensee utilizing the Licensed Materials. The fee is 10% if the client is referred to Licensee by Licensor. Licensee shall pay Licensor royalties on a quarterly basis and all royalties shall be paid within thirty (30) days of the end of the quarter in which the royalties accrued. APPENDIX A Trademarks/Brand Guidelines DATE 26/08/2014 JOB No PAT-001 CLIENT Paterson DESIGNER Marcel Venter CREATIVE DIRECTOR Marcel Venter Basic Brand Guidelines Primary Colors 80% 80% 60% 60% 40% 40% 20% 20% COATED STOCK COATED STOCK Pantone 158C Pantone BlackC CMYK CMYK 00 62 95 00 SCREEN 25 25 25 100 SCREEN HEX #E87722 HEX #000000 RGB 232 119 34 RGB 00 00 00 NOTE: Do note use these swatches to color match. Always use a Pantone Color Guide Book for an accurate color match. Basic Brand Guidelines Primary Typeface Print Aa ABCDEFGHIJKabcdefghijk 1234567890 ([email protected]#$©&%*) Secondary Typeface Print Aa ABCDEFGHIJKabcdefghijk 1234567890 ([email protected]#$©&%*) Myriad Pro Light Light Italic Regular Regular Italic Semi Bold Semi Bold Italic Bold Bold Italic Black Black Italic Suitable for large blocks of text, stationery items and general printed collateral. Included with the Adobe Creative Suite or Dobra Slab Light Light Italic Book Book Italic Medium Bold Medium Italic Bold Bold Italic Black Black Italic Suitable for titles,headlines, subheads and decorative applications. Commercialy available at myfonts.com Basic Brand Guidelines Primary Typeface Web Noto Sans Aa Regular Regular Italic Bold Bold Italic ABCDEFGHIJKabcdefghijk 1234567890 ([email protected]#$©&%*) Secondary Typeface Web Suitable for web content areas <body> and sub-heads <h5 h6> Available at Google Web Fonts Slabo 13px Regular Aa ABCDEFGHIJKabcdefghijk 1234567890 ([email protected]#$©&%*) Suitable for headlines and sub-heads <h1 h2 h3 h4> Available at Google Web Fonts DATE 26/08/2014 JOB No PAT-001 CLIENT Paterson DESIGNER Marcel Venter CREATIVE DIRECTOR Marcel Venter Basic Brand Guidelines Primary Colors 80% 80% 60% 60% 40% 40% 20% 20% COATED STOCK COATED STOCK Pantone Process Blue C Pantone BlackC CMYK CMYK 100 22 2 SCREEN HEX RGB 18 25 25 25 100 SCREEN #0085CA 0 133 202 HEX #000000 RGB 00 00 00 NOTE: Do note use these swatches to color match. Always use a Pantone Color Guide Book for an accurate color match. DATE 26/08/2014 JOB No PAT-001 CLIENT Paterson DESIGNER Marcel Venter CREATIVE DIRECTOR Marcel Venter Basic Brand Guidelines Primary Colors 80% 80% 60% 60% 40% 40% 20% 20% COATED STOCK COATED STOCK Pantone 334C Pantone BlackC CMYK CMYK 99 00 70 00 SCREEN HEX RGB 25 25 25 100 SCREEN #009775 0 151 117 HEX #00000 RGB 00 00 00 NOTE: Do note use these swatches to color match. Always use a Pantone Color Guide Book for an accurate color match. DATE 26/08/2014 JOB No PAT-001 CLIENT Paterson DESIGNER Marcel Venter CREATIVE DIRECTOR Marcel Venter Basic Brand Guidelines 30x 6x 2x 4x Logo Construction The Paterson logo is purposefully constructed to maintain visual integrity between each element of the logo. 4x 4x 4x 4x 4x Clear Space In order to preserve visual integrity, a minimum clear space equal to 4x must be maintained around the Paterson logo. Whenever possible the clear space should be larger. Please note: The Paterson logo should never appear crowded or obscured by distracting elements such as typography, illustration, photography or the trim edge of a printed piece. APPENDIX B LifePlan Pathway to Mastery LifePlan Pathway to Mastery • • • • • • • • • • • • • • • • • • • • • • Cost to be a Certified LifePlan Facilitator: successfully graduate from our LifePlan training class. Benefits: Coaching in the 12 months post-training, including 6 bi-monthly coaching calls. In addition, for those trained from 2015 onwards, your first Playbook after training will be produced and reviewed, for free, by the Paterson Center. Continual access to our training videos and to written and video blogs, with value and content designed for Certified Facilitators. Requirements: You must submit to the Paterson Center each year, from one LifePlan that you facilitate: 1 completed Playbook, 1 “4 Helpful Lists” reviewing your own performance, and 1 client review (<500 words). Items must be received no later than November 1st each year. If items are not received, you lose your certification and would pay $500 if you wish to be re-certified to facilitate. Additional options: one-on-one coaching ($300/hr, or $250/hr if within first year after training), Playbooks ($275, or $250 if within first year after training), $500 discount off StratOp training, formal tool-by-tool playbook review ($600). Cost to be an Advanced Certified LifePlan Facilitator: $500 per year (on a rolling, 12-month basis). Benefits: 1 comprehensive review of your work, with an expert tool-by-tool assessment of one of your LifePlan Playbooks by a LifePlan Coach. Reviews conducted by phone. Continual access to our training videos and to written and video blogs, with value and content designed for Advanced Certified Facilitators. Quarterly conference calls, designed for Advanced Certified Facilitators, with a LifePlan Coach. Requirements: Only open to those who have been LifePlan Facilitators for at least 12 months. Submit to the Paterson Center each year, from one LifePlan that you facilitate: 1 completed Playbook, 1 “4 Helpful Lists” reviewing your own performance, and 1 client review (<500 words). These are then sent to a Coach for the formal tool-by-tool review. Additional options: one-on-one coaching ($250/hr), Playbooks ($250), and $500 discount off StratOp training, additional tool-bytool playbook review ($500). Cost to be a Professional LifePlan Facilitator: $800 per year (on a rolling, 12-month basis). By invitation only. Benefits: In-person half-day review of your LifePlan work with a Master Facilitator (travel and lodging not included). Training in advanced LifePlan tools, to expand your practice. Opportunities for referral from the Paterson Center. Requirements: Invitations to the level of Professional are made once you have demonstrated over a period of years that you are truly called to this work, and as such it makes up a significant part of your practice. There will be quantitative evidence of your abilities (significant number of LifePlans facilitated, growing referral network etc.), and also real qualitative evidence of your talents, including being an expert at listening, asking the right questions the right way, and guiding others to breakthrough. Submit to the Paterson Center each year, from two LifePlans that you facilitate: 2 Playbooks, 2 “4 Helpful Lists” reviewing your own performance, and 2 client reviews (<500 words). Additional options: one-on-one coaching ($250/hr), Playbooks ($250), and $500 discount off StratOp training. Cost to be a Master LifePlan Facilitator: there is no annual fee. By invitation only. Benefits: You are now part of a core group of Master Facilitators, advancing the art of LifePlan facilitation around the world, distinguished in your abilities, and mentoring and training other Facilitators. Requirements: Master Facilitators have demonstrated mastery in the art of facilitating LifePlans. You demonstrate mastery in asking the right questions, at the right time, in the right way. You guide your clients to breakthrough, guide them to surrender to their LifePlan, and are passionate about others living the lives they were meant to live. You have humility and a driving passion for seeing others live their LifePlans, with a servant-heart that all can identify. You are mentoring other LifePlan Facilitators, and contributing to the network of Paterson LifePlan Facilitators.
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