NOW, THEREFORE, in consideration of the these recitals, the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Aspida is in the business of licensing a technology for holistic, comprehensive, legacy planning for Licensee to provide to their clients, among other services.
- Aspida has developed a program known as “The MTM Vault” (the “Program”) which Aspida desires to market to licensees and distribution partners.
- Licensee is in the business of providing various consulting services, introductions, referrals and implementing Program directly with clients and potential Clients (“Clients”).
- The parties desire to enter into a partnership for Licensee to implement the Program directly with Clients. Aspida will provide their proprietary intellectual property, training, technology and marketing materials to Licensee. Licensee shall pay licensing fees per Section 4 of this Agreement.
- Grant of License.
1.1. Aspida hereby grants to Licensee a non-exclusive, non-transferrable and revocable license to market the Program to Potential Clients.
1.2. Licensee will receive one log in credential (username/password) with complete access to the entire Program including but limited to our assessment, multiple deliverables, dashboard, private-labeled marketing materials. Included in the monthly fee detailed in Section 4 of this Agreement, Licensees may initiate an unlimited number of assessments and sign up as many families as they would like. Sharing log in credentials with other professional advisors will not be tolerated. Sharing log in credentials with other professional advisors will result in immediate termination and said log in credentials will be de-activated immediately.
1.3 Aspida shall provide detailed instructions for implementation, support as needed and a customized digital client brochure. Customization shall include Licensee contact information, professional email, photo and biography.
2.1 This Agreement shall be effective from the date of execution and shall continue for one year increments from anniversary of the date of execution (the “Term”) up to a five year term, unless terminated earlier by either party as permitted herein. Thereafter, this Agreement shall renew automatically from year to year, subject to the termination provisions set forth in Section 5 of this Agreement.
3.1 The territory shall be the United States of America.
4.1. Licensee shall be free to establish the fees payable for the Program and may from time to time increase or decrease those fees.
4.2. Aspida will not receive any of the fees generated through client acquisition by Licensee. Licensee shall adhere to any rules and/or regulation that govern their professional industry. Aspida is not responsible if the aforementioned rules and/or regulations are not properly followed by Licensee.
4.3 Licensee shall pay the following fee schedule to Aspida:
A recurring monthly fee of $495.00 is paid. Upon payment of the initial licensing fee, Licensee will receive his/her log in credentials to The Program (www.mtmvault.com).
4.4 Monthly payments will be automatically deducted from a Licensee account or credit card charged every month a fee is due. No monthly checks will be accepted.
5.1. Licensee may terminate this Agreement for any reason thirty (30) days prior to the one-year renewal of this contract with written notice to Aspida. After the 14 day Free Trial, Licensee shall not be able to terminate this agreement prior to one-year from the date of this agreement as detailed herein.
5.2. Either party may terminate this Agreement if the other party fails to cure a material breach within thirty (30) days after notice from the non-breaching party specifying the breach.
5.3 Licensee’s log in credentials (username/password) will be de-activated upon expiration of the thirty (30) day period by Aspida. Clients of Licensee may continue with another Licensee and receive for continued “view-only” access to The Program.
5.4. Except as otherwise provided herein, upon the termination or expiration of this Agreement, neither party shall any further obligations to the other.
- Independent Licensee.
6.1. Licensee, in the performance of its services hereunder, is an independent Licensee, and is not a joint venturer, partner, employee or agent with or of Aspida. Without limiting the generality of the foregoing, neither party shall have the power to bind the other, contractually or otherwise. Licensee shall be solely responsible for any and all governmental charges and taxes, withholding, worker’s compensation, or other payments due in respect of the client fees paid to it, and for all expenses incurred in promotion by it in connection with its activities under this Agreement.
6.2. Neither party shall have the power or authority to bind the other party. Aspida shall have the right to approve any materials created by Licensee related to the marketing of the Program.
- Work Product Ownership/Warranties.
7.1. The Program and the proprietary methods, materials, service marks and sales materials prepared by Aspida are the sole and exclusive property and ownership of Aspida and shall remain so during and following the Term of this Agreement.
7.2. Licensee covenants, as a material condition to entering into this Agreement that it will not challenge Aspida’s ownership of the proprietary methods and materials, intellectual property, marketing tactics, the service marks or any aspect of the Program which is solely owned by Aspida.
7.3. Licensee shall make no representation regarding the Program that is not set forth in the Program and Marketing documents and will make no untrue or deceptive statement in connection with the marketing of the Program.
8.1. All proprietary methods and materials employed in the Program, and all communications between Aspida and Licensee, as well as the manner in which Aspida conducts its business, are confidential and are maintained as such by Aspida.
8.2. Licensee represents and warrants that: (i) it is able to enter into this Agreement and that such ability is not limited or restricted by any agreements or understandings between it and any other persons or entities; and (ii)) it will not disclose to Aspida, or induce it to use or disclose, any items, information or material belonging to others which is secret, confidential or proprietary in nature, except with the written permission of the owner of such items, information or material.
8.3. During the Term, and following termination, of this Agreement for any reason, Licensee shall not directly, or indirectly, use for any reason the proprietary methods and materials, or the service marks, and all such copies in possession or control of Licensee shall be returned to Aspida with its certification that it has complied with these terms and has not retained copies thereof by way of a sworn affidavit.
ASPIDA GRANTS NO WARRANTIES WITH RESPECT TO THE PROGRAM OR ANY OTHER MATTER, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-INTERFERENCE.
- DISCLAIMER OF ALL WARRANTIES.
IN NO EVENT, AND UNDER NO CIRCUMSTANCES, SHALL ASPIDA BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, OR LOSS OF OR DAMAGE TO DATA, EVEN IF ASPIDA HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY DETERMINATION THAT THE EXCLUSIVE REMEDY REFERRED TO ABOVE FAILED OF ITS ESSENTIAL PURPOSE. NEITHER PARTY SHALL BE RESPOSNIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIUAL OR OTHER SIMILAR DAMAGES (INCLUDING LOST PROFITS) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- LIMITATION OF LIABILITY.
The provisions of Sections 8, 9 and 10 of this Agreement shall survive termination of this Agreement.
- Survival of Provisions.
Any notice required or permitted under this Agreement must be in writing and shall be effective and deemed received on the date received, if by hand delivery, on the following business day, when sent by overnight delivery via a nationally recognized overnight courier services (e.g., Federal Express), or the third business day after being deposited in first class United States mail, postage prepaid, return receipt requested and shall be addressed to the last known address of the other party.
All agreements and covenants contained herein are severable, and in the event any of them are held to be invalid by any court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.
The laws of the State of Maryland shall govern the validity, construction and meaning of this Agreement, without resort to conflicts of laws. All disputes arising out of this Agreement shall be finally settled by binding arbitration conducted by The McCammon Group, from among its panel of arbitrators. Arbitration shall be conducted in Baltimore, Maryland. Any party to this Agreement shall have the right to have recourse to injunctive and other equitable relief to enforce the terms of this Agreement and may do so in the Circuit Court for Baltimore City, who shall have sole jurisdiction over such preliminary equitable relief prior to the appointment of an arbitrator and for thirty (30) days thereafter, after which the arbitrator shall have the power to dissolve, modify continue or provide any injunctive relief. Any award of the arbitrator shall be entered as a final judgment in the jurisdiction in which the non-prevailing party resides or maintains its principal office.
- Choice of Law/Venue.
Neither party may assign this Agreement or its rights and obligations hereunder without the prior written consent of the other party, which may be given or withheld in such party’s sole discretion.
16.1. Subject to any restrictions contained herein, all of the covenants and agreements in this Agreement made by or on behalf of any of the parties hereto shall bind and inure to the benefit of the parties and their respective heirs, guardians, personal and legal representatives, successors and assigns.
16.2. The Recital to this Agreement are incorporated herein as if fully set forth in this Agreement.
16.3. Failure to enforce any right or obligation hereunder shall not constitute a waiver of such right in the future.
16.4. This Agreement, together with its schedules and exhibits, constitutes the entire agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.
16.5. This Agreement, or any part hereof, may be amended from time to time hereafter only in a writing executed by Aspida and the Licensee.