This Partnership Agreement effective as of _____________________________ (‘Effective Date’) is entered by and between __________________________ (‘Yoga Instructor’) of _________________________ (‘Address’) AND ________________________________ (‘Client’) of _______________________ (‘Address’). Individually referred to as ‘Party’ and collectively referred to as ‘Parties’.
WHEREAS, Yoga Simplified has created a manual for yoga studios;
WHEREAS, Yoga Simplified would like to license out the manual to the studios;
WHEREAS, the Client is interested in receiving and using the manual;
WHEREAS, the Client will compensate Yoga Simplifies;
NOW, THEREFORE, the Parties intend to be legally bound as follows:
Subject to the terms and conditions of this Agreement, Yoga Simplified shall license a yoga instructor manual to Clients and carry out business with Clients. Yoga Simplified represents and warrants that the manual is their property and it does not infringe upon the rights of any third party.
Except as set forth expressly herein or as permitted by Yoga Simplified with prior written consent, the Client shall not, and shall not permit to (a) sublicense, sell, or distribute the manual or (b) modify the manual. However, the Client is allowed to use the manual in their studios with their Clients.
The term of the Agreement will commence on _____________________ and continue effectively for ____________ months. However, this Agreement may be terminated by Yoga Simplified if the Client fails to make financial payments, if the Client uses the manual other than agreed in this Agreement, and is the Client sells or otherwise makes copies of the manual.
In consideration of receipt of the manual, the Client will reimburse Yoga Simplified a total fee of __________________, with the deposit payment being ___________________ and the remaining amount will be paid either by a one-time payment or through two payments. Payments will be made through the following platforms: _____________________________
Yoga Simplified may disclose to the Client certain confidential information regarding its technology and business (“Confidential Information”). Client agrees to keep confidential and not disclose or use any Confidential Information except to support its use of the manual. Confidential information shall not include information that Client can show (a) was already lawfully known to or independently developed by Client without access to or use of Confidential Information, (b) was received by Client from any third party without restrictions, (c) is publicly and general available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Client provides Yoga Simplified with prompt notice of such requirement and cooperate in order to minimize such requirement.
- LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall Yoga Simplified by liable to Client or any third party for any damages, including but not limited to incidental, consequential, indirect, direct, and special or punitive damages arising out of the use of the manual.
- DISPUTE RESOLUTION
Any disputes arising between the Parties regarding the subject matter of this Agreement will be solved through arbitration per the American Arbitration Rules.
- GOVERNING LAW
This Agreement will be construed and governed according to the laws of the State of _________________________________
- ENTIRE AGREEMENT
This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the Parties, whether written or oral, regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. All waivers must be in writing. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
IN WITNESS WHEREOF, the parties execute this Agreement as follows
Representative Name: _____________________
Representative Name: _____________________
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