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License Agreement

License agreement between

American Academy of Advanced Thinking. (“Licensor“) and IBAR Critical Thinking Method Certificate Holder (“Licensee“).

 

The License Agreement is made effective by the signature of both parties by the ______________________ date)

 

The content of the agreement as followed.

 

1. Subject Matter

 

The content of this License Agreement is the IBAR Critical Thinking Method (“Licensed Good”) which is under the property right of Edward S. Brown and American Academy of Advanced Thinking.

 

The Licensee is permitted by the Licensor to use the Licensed Good in order to instruct and certify colleagues and students. To enable the use of the Licensed Good the Licensor will support the Licensee with the necessary consulting and training.

 

2. Extent of License

 

 

2.1 Exclusive or Non-Exclusive

 

The Licensee has an exclusive right in terms of conditions of this License Agreement to teach and certify the IBAR Critical Thinking Method…only in the state of residence.

The Licensee accepts a non-exclusive right in terms of conditions of this License Agreement to teach and certify the IBAR Critical Thinking Method in the state of his/her residence.

 

2.2 Territory

 

The licensed territory is the state or locale of residency, but may operate outside this restriction per approval by American Academy of Advanced Thinking. The Licensee is not permitted to make, use, or sell the IBAR Critical Thinking Method outside this territory.

 

2.3 Sub-License

 

The Licensee has the right to grant sub-license in its territory. Each Licensee holder must be certified and pay the $159.00 annual licensing fee. Any sub-license agreement needs the prior permission of the American Academy of Advanced Thinking.

 

2.4 Improvements

 

Changes and Improvements by the Licensee

All improvements to the IBAR Critical Thinking Method have to be reported by the Licensee to the Licensor. Improvements in this sense include any advances which can be directly used or applied by the Licensed Good and which are patentable. If the Licensor participated in this development he/she possess the right to be considered as part of a joint venture as well as the right to be licensed to the new technology. Both parties agree to undertake further negotiation processes in good faith.

Improvements by the Licensor

The Licensors agrees to inform the Licensee about all improvements to the IBAR Critical Thinking Method. The Licensee has the right to be licensed to the respective new technology by the conditions of this License Agreement.

 

2.5 Term

The License Agreement ends one year after this licensing agreement is signed.

 

3. Fees

 

3.1 Lump Sums

The Licensor and the Licensee agree on a lump sum in the amount of $159.00 per year. The lump sum has to be paid upon the signing of this agreement. Therewith the license is fully-paid-up and no further financial requirements will emerge.

 

4. Infringement

In case of financial disadvantages following an infringement due to a third party producing, practicing or selling the IBAR Critical Thinking Method without permission by the Licensor, the parties shall meet for agreement over appropriate actions. Licensee and Licensor will share the costs of necessary legal effects by 25% and 75% respectively.

 

5. General Considerations

 

5.1 Representations and Warranties

 

The Licensor represents and warrants the Licensee:

  1. Licensor owns the IBAR Critical Thinking Method and its legal property rights, which gives the right to grant the respective license. The Licensor possesses the contractual right to grant the License in case of improvements of the Licensed Good.
  2. The Licensed Good and its property rights are valid accordingly to the knowledge of the Licensor at the date of signature.
  3. The use of the Licensed Good is to be implemented pursuant to the knowledge of Licensor without any exceptions.
  4. The Licensee will have no liabilities or obligations to the Licensor’s Intellectual property portfolio or License improvements.
  5. The Licensor will inform the Licensee immediately in case legal changes affecting the Licensed Good emerge.

 

5.2 Licensor and Licensee Obligations

Licensor Obligations

  1. The Licensor provides the relevant technology required for the use of the IBAR Critical Thinking Method.
  2. The Licensor maintains the power of the license in the territory.

Licensee Obligations

  1. The Licensee will undertake all necessary steps to successfully manufacture and market the IBAR Critical Thinking Method in the present territory.
  2. The Licensee takes proper care of the entrusted Licensed Good and other properties of the Licensee.

 

6. Governing Law

This Agreement will be interpreted and construed according to, and governed by, the laws of Georgia. Any dispute regarding this agreement shall be examined under jurisdiction of these laws.

 

 

Licensor [Atlanta, GA 08/15/2017]

Edward S. Brown

_________________________

[American Academy of Advanced Thinking]

 

Licensee [City and date]

_________________________

[Company Y]

[Name of Representative]