X60 Media LLC / FLIP’d coachig
LIMITED LICENSE AGREEMENT

1.0 Definitions.

“Authorized Participant(s)” means those individuals who are employees, agents, consultants or contractors of Client who will be participating in Client’s training program. In the event an Authorized Participant leaves the employ or consultancy with Client, they are no longer an Authorized Participant and the X60 licensed materials provided should be returned to Client, or destroyed.

“Certified Facilitators” means those employees, agents, consultants or contractors of Client or its affiliates that have been trained and certified by X60 to conduct the training.

“Standard Materials” means concepts and content from X60’s FLIPD Coaching for Performance program or supporting workshops that are delivered to Client for use with Client’s training program, as-is.

“Custom Materials” means the Standard Materials, concepts, and content from X60’s FLIPD Coaching for Performance program workshops that are prepared in collaboration between X60 and Client for use with Client’s training program.

2.0 Grant of License.

X60 grants to Client a perpetual, world-wide, non-transferable and non-exclusive internal use license to present and use X60’s FLIPD Coaching for Performance workshop materials as outlined in Appendix A exclusively for the benefit of Client (not to train third parties for their own use), including specific coaching tools solely to Authorized Participants as defined herein and conducted by approved contractors and approved Certified Facilitators.

3.0 Use of the Custom Materials.

Subject to the terms and conditions of this Agreement, X60 grants to Client the nonexclusive right to use the Custom Materials to provide leadership and management development training to Authorized Participants subject to the terms of this License Agreement.

4.0 Development of Custom Materials.

At the Client’s request, X60 will customize the Standard Materials to meet Client’s requirements in accordance with X60 pricing, services, and presentation guidelines as outlined in Appendix A. Custom Materials will be developed and delivered within a mutually agreeable time frame.

5.0 Trademarks and Trademarking

Subject to the terms and conditions of this Agreement, X60 grants to Client the non-exclusive non-transferable right to use X60 trademarks, solely within and in connection with the Custom Materials. Client may not use any of X60’s trademarks on or in connection with any programs or training purposes outside the Custom Materials without first obtaining the advance written approval of X60.

For any use by Client of X60’s trademarked materials, Client shall use a “™” or “®” marking, whichever is appropriate as designated on the materials provided by X60, after each use within a publication and shall give written attribution to X60 for ownership of the trademarks. Client will not remove or obscure X60’s proprietary marks, including copyright and/or trademark. All Custom Materials shall bear the following notice of attribution and ownership: “Copyright © X60 Media, LLC, 2018-2023. All Rights Reserved. Do not duplicate without permission.”

6.0 X60 Media’s Rights.

Nothing herein contained shall preclude or otherwise restrict X60’s right to prepare other materials based upon or derived from X60’s training programs and materials, and to make any and all use of X60’s trademarks, including but not limited to the preparation, use, distribution and sale of goods or services bearing X60’s trademarks in the same trademark classifications as Client has used such trademarks.

If Client provides X60 with suggestions or recommendations, those suggestions are provided without any right, duty or obligation with respect to X60s use of those ideas, designs or concepts in future X60 works or revisions.

With regards to any Client proprietary or Confidential Information, Client acknowledges that X60 staff are entitled to freely use any ideas, designs or concepts that remain in their unaided memory without violation of any Client rights in those materials, or any duty of accounting to Client.

7.0 No External Distribution.

Client shall not distribute the Custom Materials or any derivative works that Client may create based on the Custom Materials for use other than in connection with Client’s FLIPD Coaching for Performance training program in support of Client’s internal business operations. All Custom Materials are for use solely by Authorized Participants and Certified Facilitators. In the event that Authorized Participants should leave the employ and/or consulting relationships with Client, they should return all of their X60 materials to Client before their departure.

8.0 No Unauthorized Use.

Except as otherwise expressly stated, Client shall not give, loan, license, sell, lease or transfer the Standard or Custom Materials or any portion thereof to any third party other than Client or its affiliates. Client’s right to use the Custom Materials is limited to the terms and conditions of this Agreement in support of Client’s internal business. Any unauthorized use of such materials and/or trademarks shall constitute a material breach of this Agreement and may constitute a violation of copyright laws.

9.0 Training Materials and Masters.

X60 owns all rights, titles and interest in its training programs and materials. The Custom Materials whether done at Client’s request, shall be the exclusive property of X60, subject to and except that X60 shall not sell or provide such Custom Materials to any other user of X60’s training programs, and Client shall have the exclusive right to use such Custom Materials in accordance with this Agreement.

10.0 Training only by Certified Facilitators and Facilitator Training.

Client agrees that any training to Authorized Participants using the Custom Materials shall be provided only by approved Certified Facilitators. All training and training materials provided to Client for the training of Certified Facilitators shall be invoiced separately through X60. Client shall be responsible for and invoiced separately for any and all pre-approved travel and expenses incurred by Certified Facilitators during training. The cost of facilitator training and X60’s training materials shall be in accordance with X60’s commercial pricing and packaging.

11.0 Reproduction of Workshop Materials and Coaching Tools.

Client is not granted the reproduction rights to print X60’s coaching tools or workshop materials. X60 will print and provide the required materials (Custom or Standard) to support the Client’s training programs.

12.0 Confidentiality.

In fulfillment of their obligations under this Agreement, X60 and Client may disclose to each other certain of their confidential information to be used only for the mutual purposes of the parties hereto. Each party agrees to hold said information in strict confidence and not to disclose it to any third parties or use it for any commercial purpose without the prior written permission of the disclosing party, except under compulsion of judicial or administrative process. The receiving party shall take reasonable security precautions (at least as strict as its own procedures) to prevent wrongful disclosure or use of the Confidential Information. For sake of clarity, the “Confidential Information” of the parties includes: customer and supplier lists; accounting and financial information; business related technical know-how, trade secrets identified as trade secrets, developments, processes, formulas, business specific technology, and strategies; business plans and related documents; and data processing and information service procedures, systems, and programs. In the event that Authorized Participants should leave the employ and/or consulting relationships with Client, they should return all of their X60 materials to Client before their departure.

13.0 Misuse.

13.1 The receiving party shall promptly inform the disclosing party in writing of any misappropriation, unauthorized use, or disclosure of the Confidential Information and shall reasonably cooperate with the disclosing party in the disclosing party’s efforts to prevent further disclosure and to obtain possession of the misappropriated Confidential Information.

13.2 In addition to any other remedies available to the non- breaching party, the non-breaching party may be entitled to seek injunctive relief for any breach or threatened breach by the breaching party of this subsection.

14.0 License Fee.

In consideration for the licenses granted by X60 hereunder, Client will purchase one license for each Authorized Participant in the Client’s training program and will be used exclusively for the training of Authorized Participants. When this allotment of licenses has been used, Client will purchase additional licenses under this Agreement at the specified rate in Appendix A.

15.0 X60 Media Indemnification.

If (i) any X60 training program and/or X60 training materials furnished by X60 to Client, or (ii) any portions of the Custom Materials provided by X60 infringe any copyright or other proprietary right of any third party, or if the use of X60’s trademarks as provided herein should result in any claim of trademark infringement or unfair competition, X60 agrees to indemnify, defend and hold Client harmless against any and all claims, judgments, awards, or settlements and resulting cost, damages, payments and/or attorneys’ fees that may be incurred by Client and/or awarded against Client as a result of such infringement, provided that Client shall promptly notify X60 in writing of any claim of infringement. X60 shall have sole control over the defense and disposition of such claims, including settlements or compromise, if any. X60 shall consult with Client’s counsel regarding all such claims.

16.0 Exceptions.

Notwithstanding the provisions of Section 12.0 (X60 Media Indemnification) above, X60 shall have no liability to Client with respect to any claim of infringement to the extent that it is based upon any unauthorized use or distribution by Client of the X60 training materials, the Custom Materials or any derivative works thereof, or any unauthorized revision or modification by Client of any of the materials provided by X60 to Client under this Agreement.

17.0 Client Indemnification.

Client agrees to indemnify X60 against any and all claims, judgments, awards or settlements and resulting costs, damages, and/or payments that may be incurred by and/or awarded against X60 as a result of infringement of a third party’s rights by materials provided by Client for the Custom Materials, provided that X60 shall promptly notify client in writing of any such claim. Client shall have sole control over the defense and disposition of such claim, including settlements and compromise, if any. Client shall consult with X60’s counsel regarding all such claims.

18.0 Term and Termination.

This Agreement shall become effective as of the Effective Date and shall remain in effect for 12 (twelve) months from the Effective Date unless earlier terminated by the provisions of this Agreement.

19.0 Termination for Convenience.

Unless otherwise provided herein, Client or X60 may terminate this Agreement by providing at least thirty (30) days’ written notice of termination to the other party. Upon such termination, all payments submitted by Client to X60 for services hereunder shall be non-reimbursable.

20.0 Termination with Cause.

This Agreement may be terminated by either party for cause immediately by written notice upon the occurrence of any of the following events:

If the other party ceases to do business or otherwise terminates its business operations; provided, however, that a party’s merger, consolidation or other business combination with any third party shall not be a ground for termination under this paragraph, if the business operations of the party are to be carried on by the entity surviving such merger, consolidation or other business combination; or

If the other party materially breaches a material provision of this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach; or

If the other party becomes insolvent or seeks protection under any bankruptcy receivership, trust deed creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other.

If the agreement is terminated by X60 due to a material breach by Client, then Client shall pay in full all remaining fees payable through the remainder of each outstanding Order Form or SOW; or if Client has prepaid any fees, then those fees are nonrefundable. If the agreement is terminated by Client due to a material breach by X60, then X60 shall refund Client any prepaid fees.

21.0 Survivability.

In the event this Agreement is terminated or expires the parties obligations shall survive to the extent reasonable within the context of this Agreement, including Section 3.0 Use of Custom Materials, Section 6.0 X60’s Media Rights, Section 8.0, No Unauthorized Use, Section 12.0, Confidentiality, and Section 13.0, Misuse.

22.0 Force Majeure.

In the event that either party is unable to perform any of its obligations under this Agreement, or to enjoy any of its benefits because of fire, natural disaster, action or decrees of governmental bodies (a "Force Majeure Event"), the party who has been so affected shall immediately give written notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement. Delays in delivery due to Force Majeure Events shall automatically extend the delivery date for a period equal to the duration of such events; any warranty period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such Force Majeure Event. As applied to this section and to determine whether an event is wholly beyond control of a party, strikes, slowdowns or other labor related delays are not Force Majeure Events.

23.0 Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

24.0 Binding Agreement.

This Agreement is a binding agreement. By making the payments in this Agreement, Client acknowledges that it has read this Agreement and agrees to be bound by its terms and conditions.

25.0 Complete Agreement.

This Agreement is the complete and exclusive statement of the agreement between Client and X60 as it relates to the limited license agreement and supersedes all proposals or prior agreements and understandings, whether oral or written and all other communications relating to the subject matter of this Agreement.

26.0 Amendment, Waiver.

This Agreement may only be amended, or any provision herein waived, by written instrument executed by each party. No waiver of any provision hereof shall constitute a waiver of any provision neither shall such waiver constitute a continuing waiver unless otherwise expressly provided.

27.0 Governing Law.

The validity, interpretation and enforcement of this Agreement shall be governed by the laws of the State of New Jersey.

28.0 Publicity.

With Client’s prior written permission, X60 may use Client’s name as a reference or publicize Client as a retained or former client of X60 in any of its promotional materials, news releases, advertisement, or disclosure.