Coach License Agreement

COACH LICENSE AGREEMENT

This Coach License Agreement (the "Agreement") is made and entered into as of by and between Licensor Name: , a legal entity with principal place of business at Licensor Address: , and Licensee Name: , with principal place of business at Licensee Address: (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Licensor is the developer and owner of one or more coaching programs, curricula, training materials, trademarks and related coaching methodologies described as: (the "Licensed Materials"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Licensed Materials for the purposes and subject to the terms set forth in this Agreement.

WHEREAS, the Parties intend by this Agreement to define the rights, duties, compensation and restrictions applicable to Licensee's use of the Licensed Materials.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Grant of License

1.1 License. Subject to the terms of this Agreement, Licensor hereby grants to Licensee a Non-Exclusive   Exclusive license to use the Licensed Materials solely for the purpose of providing coaching services as further described in Section 2. The license granted is limited, non-transferable, non-sublicensable except as expressly permitted in Section 11, and conditioned on payment of fees as set forth in Section 4.

1.2 Scope and Territory. Licensee's rights are limited to: Territory: ; Channels: . Licensee shall not use the Licensed Materials outside the Territory or Channels without Licensor's prior written consent.

2. Licensed Materials; Delivery; Modifications

2.1 Materials Provided. Licensor shall provide to Licensee the Licensed Materials described above and any supporting documents, manuals, slide decks, participant guides and assessment tools ("Materials") as agreed in writing. Delivery schedule or method:

2.2 Ownership and Marks. Licensor retains all right, title and interest in and to the Licensed Materials and any associated intellectual property rights, including trademarks and copyrights. Licensee acknowledges Licensor's ownership and agrees not to contest such ownership.

2.3 Modifications. Licensee shall not modify, adapt, translate, create derivative works of, or otherwise alter the Licensed Materials except with Licensor's prior written consent. Any approved modification shall be owned by Licensor unless otherwise stated in a separate written agreement.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon expiration or termination, Licensee shall cease all use of the Licensed Materials, return or destroy all confidential materials as directed by Licensor, and pay all amounts then due. Sections concerning ownership, indemnification, confidentiality and limitation of liability shall survive termination.

4. Fees and Payment

Late payments shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. All fees are non-refundable except as expressly set forth in this Agreement.

5. Intellectual Property

Licensee acknowledges that Licensor retains all ownership rights in the Licensed Materials and that no rights are conveyed except for the limited license expressly granted. Licensee shall not remove, obscure or alter any proprietary notices, including copyright and trademark notices, contained in the Licensed Materials.

6. Confidentiality

Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential. Each Party shall: (a) hold the other's Confidential Information in strict confidence; (b) not disclose such information to third parties except to employees and contractors on a need-to-know basis who are bound by confidentiality obligations; and (c) use the Confidential Information only to perform its obligations under this Agreement.

The foregoing obligations do not apply to information that: (i) is or becomes generally known to the public through no breach by the receiving Party; (ii) is rightfully received from a third party without an obligation of confidentiality; (iii) is independently developed by the receiving Party; or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt notice to allow the other Party to seek protective relief.

7. Warranties; Disclaimer

Licensor warrants that it has the right to grant the license granted herein. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

8. Indemnification

Licensee shall defend, indemnify and hold harmless Licensor and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use, distribution or modification of the Licensed Materials, Licensee's breach of this Agreement, or Licensee's negligence or willful misconduct.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSS OF PROFITS OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE DIRECT FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

10. Notices

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the Parties at their addresses set forth below or such other address as either Party may specify by notice. Notice to Licensor:

Notice to Licensee:

11. Assignment

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Licensor may assign this Agreement in connection with a merger, sale of substantially all its assets or operation of law. Any purported assignment in violation of this Section shall be void.

12. Amendments; Waiver; Severability; Entire Agreement

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original commercial intent. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Province specified here: without regard to conflicts of law principles.

14. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means, including by electronic signature, shall have the same force and effect as execution of an original document.

15. Miscellaneous Provisions

The Parties shall cooperate to perform their obligations hereunder in a commercially reasonable manner. If either Party incurs costs to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

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