Teacher Certification Guidelines and Trade Name Use Agreement
Congratulations on completing our Aroma Yoga® course of training. As a graduate of our program, you are entitled to use our registered trade name of Aroma Yoga® in your classes and workshops as provided by this Agreement. However, you must first return a fully signed copy of this Agreement and comply with the terms and conditions we require.
This Trade Name Agreement (the “Agreement”) is effective the date when fully signed by both parties below. [Aroma Yoga®/Life Energy Institute] is the Licensor (the 'Licensor'), and [Graduate’s Name] (the 'Licensee').
Licensee acknowledges that Licensor is the owner of the Name Aroma Yoga® and any variation thereof (the “Name”); and Licensee is desirous of using the Name in connection with teaching Aroma Yoga® and related workshops.
The parties agree as follows:
1. GRANT OF LICENSE
Licensor hereby grants to Licensee and Licensee hereby accepts the right, privilege and nonexclusive license to use the Name solely in connection with teaching Aroma Yoga® (the “Business”). Licensee shall use the Name at all times for the Business and no other purposes and pursuant to the terms of this Agreement.
The term of the license hereby granted shall be effective upon the date of execution of this Agreement and shall continue for [NUMBER] years, unless sooner terminated in accordance with the provisions hereof.
Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Name or from utilizing the Name in any manner whatsoever.
4. LICENSEE’S CONTINUING OBLIGATIONS
a. Licensee shall at all times during the term of this agreement maintain a wholesale account with Young Living Essential Oils.
b. Use only Young Living Essential Oils when teaching, providing or demonstrating Aroma Yoga®
c. Nothing contained in this Agreement shall prevent Licensee from using other essential oil products, or other products at any time in connection with Licensee’s Business, provided that the Name Aroma Yoga® not be used at any time that other products are used.
c. Licensee shall have all students who attend Aroma Yoga® classes or workshops sign a Liability Waiver Agreement with terms and conditions approved in advance by Licensor.
d. Licensee shall at all times during the term of this Agreement maintain policies of insurance as more specifically required below.
5. LICENSOR’S TITLE AND PROTECTION OF LICENSOR’S RIGHTS
a. Licensee agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of Licensor in and to the Name or attack the validity of the license granted herein.
b. It is agreed that nothing contained in this Agreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Name, it being understood that all rights relating thereto are reserved by Licensor, expect for the license hereunder to Licensee of the right to use and utilize the Name only as specifically and expressly provided in this Agreement. Licensee hereby agrees that at the termination or expiration of this Agreement, Licensee will be deemed to have assigned, transferred and conveyed to Licensor any trade rights, equities, good will, titles or other rights in and to the Name which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and that Licensee will execute any instruments requested by Licensor to accomplish or conform the foregoing. Any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this Agreement.
c. Licensee shall at all times indicate by appropriate language or symbol that the term Aroma Yoga® is a registered name.
6. USE OF NAME
Licensee shall have no right to affix the Name to any building, sign, merchandise or other item without first obtaining Licensor’s express written consent, which consent shall be within the reasonable discretion of Licensor.
a. Licensee may not terminate this Agreement.
b. The license rights granted hereunder may be terminated by Licensor upon immediate notice without the opportunity to cure should any of the following events occur:
(i) If Licensee shall: (A)admit in writing its inability to pay its debts generally as they become due;
(ii) Licensee shall fail or refuse to perform any other obligation created by this Agreement or any other agreement between Licensee and Licensor or its affiliates; or
(iii) Licensee has made any misrepresentations relating to the acquisition of the license granted herein, or Licensee or any of Licensee’s shareholders, officers, directors, or managing personnel engages in conduct which reflects unfavorable on the Name or upon the operation and reputation of the Licensor’s business; or
In the event of termination of this License for any reason, Licensee shall immediately cease all use of the Name and shall not thereafter use any name, mark or trade name similar thereto. Termination of the license under the provisions of this Section shall be without prejudice to any rights, which Licensor may otherwise have against Licensee.
8. COMPLIANCE WITH LAWS AND REGULATIONS
Licensee shall, and shall cause its shareholders, officers, directors, and managing personnel to, comply with all laws, rules and government regulations pertaining to its Business and shall not violate any laws which would create an adverse effect on the Name or cause of risk of harm to members of the public or anyone.
9. RELATIONSHIP OF PARTIES
Licensee shall not in any manner or respect be the legal representative or agent of Licensor and shall not enter into or create any contracts, agreements, or obligations on the part of Licensor, either expressed or implied, nor bind Licensor in any manner or respect whatsoever; it being understood that this Agreement is only a contract for the license of the Name.
10. NAME OWNERSHIP
Licensee agrees that the Name is the sole property of Licensor and that Licensee has no interest whatsoever in such Name, and Licensee shall use the Name only for so long as the license granted hereby remains in full force and effect. Licensee shall not take any actions, or aid or assist any other party to take any actions, that would infringe upon, harm or contest the proprietary rights of Licensor in and to the Name.
11. OTHER LICENSEES
Licensee agrees not to interfere in any manner with, or attempt to prohibit the use of the Name by, any other Licensee duly licensed by Licensor. Licensee further agrees to execute any and all documents and assurances reasonably requested by Licensor to effectuate the licensing of the Name to any other party and agrees to cooperate fully with Licensor or any other Licensees of Licensor to protect Licensors lawful authority to use the Name.
12. INDEMNIFICATION AND INSURANCE
a. Licensee agrees to defend, indemnify and hold harmless Licensor, its officers, affiliates, directors, agents, and employees from and against any and all property damage, personal injuries or death and other liability, loss, cost, expense, or damage, including, without limitation, court costs and reasonable attorney’s fees arising out of operations of the Business and from Licensee’s breach of any of the terms contained herein.
b. Licensee agrees that it will obtain, at its own expense, liability insurance from the Associated Bodyworker& Massage Professionals or Massage Magazine Insurance Plus, or an insurance company rated AA or better by Moody’s which is qualified to do business in the State of California, providing protection which is standard in the industry for businesses similar to the Business. The policy shall provide for indemnification of Licensor and its affiliates and their officers, directors, agents, and employees (as well as for Licensee)against any claims, suits, loss or damage arising out of or in connection with the Business. The policy limit will be no less than $1,000,000 per occurrence, with a deductible of no more than $1,000 and shall be on an occurrence (rather than a claims made) basis. Licensor shall be an additional named insured on this policy. As proof of such insurance, a fully paid certificate of insurance naming Licensor as an additional named insured party will be submitted to Licensor by Licensee for Licensor’s approval within thirty (30)days after the date of execution of this Agreement. Any proposed change in certificates of insurance shall be submitted to Licensor for its prior approval.
All notices and statements to be made hereunder, shall be given or made at the respective addresses of the parties as set forth below such party’s name unless notification of a change of address is given in writing, and the date of mailing shall be deemed the date the notice or statement is given.
14. NO JOINT VENTURE OR OTHER RELATIONSHIP
Nothing herein contained shall be construed to place the parties in the relationship of employer or employee, partners or joint ventures or of franchisor/franchisee.
15. NO ASSIGNMENT OR SUBLICENSE BY LICENSEE
This Agreement and all rights and duties hereunder are personal to Licensee and Licensee shall not, without the written consent of Licensor, which consent shall be granted or denied in the sole and absolute discretion of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by Licensee or by operation of law.
16. NO WAIVER, ETC.
This Agreement may not be waived or modified except by an express agreement in writing signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement with respect to its subject matter, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights.
17. GOVERNING LAW
This Agreement shall be construed under the laws of the State of California.
Whenever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited, void, invalid, or unenforceable under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity, voidability, or enforceability without invalidating the remainder of such provision or the remaining provisions of this Agreement.
All obligations of the Licensee shall survive the termination of this Agreement.
The parties have executed this Agreement as of the dates shown below.