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Center for Creative Leadership (“CCL”) Workshop Kit License Agreement

This Center for Creative Leadership Workshop Kit End-Use License Agreement (the “Agreement”) is a contract between the Center for Creative Leadership, a North Carolina nonprofit corporation located at One Leadership Place, Greensboro, North Carolina 27410 (“CCL”) and you, the individual or entity (also referred to as “CLIENT”) who or which is completing the order for, installation of, access to, payment for, and/or commencing the use of the Workshop Kit(s).

Definition of Workshop Kits

Pursuant to the provisions of this Agreement, CCL shall deliver licensed content to CLIENT in the form of Workshop Kits. Workshop kits are physical products produced by CCL and delivered directly to CLIENT that include:
• facilitation materials: facilitator guide, memory stick with PowerPoint slides and other electronic tools, and other physical tools such as card decks, posters, DVDs, etc., and
• participant materials: participant workbook, tear-off sheets, a guidebook, etc.

This Agreement shall govern the CLIENT’s use of any and all Workshop Kits (including all titles, options and quantities) that CLIENT obtains from CCL, no matter how obtained by CLIENT, including without limitation, those Workshop Kits obtained through CCL’s website or through transactions with representatives or agents of CCL. Pricing, payment terms, and delivery times shall be specified by CCL at the time of the transaction for each of the Workshop Kit(s) obtained by CLIENT.

IMPORTANT NOTICE ON LICENSE — PLEASE REVIEW CAREFULLY

A. GENERAL: CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT CCL WOULD NOT HAVE ENTERED INTO THIS LICENSE WITH CLIENT, WITHOUT CLIENT’S AGREEMENT TO BE FULLY BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. THIS LICENSE CONTAINS LIMITATIONS ON USE, DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND LIMITED REMEDIES. THESE PROVISIONS ARE AN ESSENTIAL PART OF OUR BARGAIN.

B. CLIENT ACCEPTANCE, IF FIRST REVIEWING THIS AGREEMENT ONLINE: BY CLICKING THE ACCEPTANCE BUTTON ASSOCIATED WITH THIS AGREEMENT:
(i) CLIENT ACKNOWLEDGES THAT CLIENT IS ELECTRONICALLY AGREEING TO THIS LICENSE, AND SUCH ELECTRONIC SIGNATURE HAS THE SAME LEGAL FORCE AND EFFECT AS A HANDWRITTEN SIGNATURE.
(ii) CLIENT AGREES TO BE LEGALLY BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED HEREIN.
(iii) IF CLIENT DOES NOT AGREE TO THESE PROVISIONS OR ANY OF THE OTHER TERMS OF THIS LICENSE, DO NOT CLICK THE ACCEPTANCE BUTTON. CLIENT CONSENTS TO HAVE THIS LICENSE PROVIDED TO CLIENT IN ELECTRONIC FORM. IN ORDER TO ACCESS AND RETAIN THIS ELECTRONIC LICENSE, CLIENT MUST HAVE ACCESS TO THE WORLD WIDE WEB AND PAY ANY SERVICE FEES ASSOCIATED WITH SUCH ACCESS. PLEASE PRINT A COPY OF THIS DOCUMENT FOR RETENTION AND FUTURE REFERENCE. TO RETAIN AN ELECTRONIC COPY OF THIS LICENSE, CLIENT MAY SAVE IT INTO ANY WORD PROCESSING PROGRAM.
(iv) CLIENT ACKNOWLEDGES THAT, ONCE CLIENT HAS SUCCESSFULLY COMPLETE COMPLETED CLIENT’S ORDER FOR THE WORKSHOP KIT(S), THE WORKSHOP KIT(S) WILL BE PROMPTLY MADE AVAILABLE FOR CLIENT’S USE, AND CLIENT DOES NOT HAVE THE RIGHT TO CANCEL OR RECEIVE ANY REFUND UNLESS OTHERWISE SPECIFICALLY AGREED BY CCL IN WRITING OR EXPRESSLY REQUIRED BY OPERATION OF APPLICABLE LAW.

C. CLIENT ACCEPTANCE, IF FIRST REVIEWING THIS AGREEMENT WITH PHYSICAL DELIVERY OF WORKSHOP KIT(S): BY OPENING, INSTALLING OR OTHERWISE USING ANY COMPONENT OF THE WORKSHOP KIT(S) RECEIVED BY CLIENT:
(i) CLIENT AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED HEREIN AND THAT THIS LICENSE HAS THE SAME LEGAL FORCE AND EFFECT AS IF SIGNED BY CLIENT WITH A HANDWRITTEN SIGNATURE.
(ii) IF CLIENT DOES NOT AGREE TO BE BOUND BY THESE PROVISIONS OR ANY OTHER TERMS OF THIS LICENSE, DO NOT OPEN THE PACKAGING OF THE WORKSHOP KIT(S) OR INSTALL THE WORKSHOP KIT(S), AND PROMPTLY RETURN THE PACKAGE IN UNOPENED FORM. CLIENT MAY OBTAIN A FULL OR PRORATED REFUND OF CLIENT’S PAYMENT FOR THE WORKSHOP KIT BY RETURNING THE MEDIA AND MATERIALS FOR THE WORKSHOP KIT(S) AND SUBMITTING A WRITTEN REQUEST FOR REFUND PROVIDED THAT (1) CLIENT HAS NOT ALREADY INSTALLED OR UTILIZED THE WORKSHOP KIT(S) IN ANY WAY AND (2) CCL RECEIVES SUCH REQUEST FOR A REFUND AND ALL OF SUCH RETURNED WORKSHOP KIT(S) MEDIA AND MATERIALS WITHIN THIRTY DAYS OF THE ORIGINAL DATE OF PAYMENT. UNLESS OTHERWISE REQUIRED UNDER APPLICABLE LAW CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE SHIPPING COSTS INCURRED IN RETURNING THE WORKSHOP KIT(S) MEDIA AND MATERIALS.

TERMS AND CONDITIONS OF LICENSE

BY SHOWING CLIENT’S ASSENT TO THIS AGREEMENT AS SET FORTH ABOVE, CLIENT HEREBY AGREES TO USE ANY WORKSHOP KIT(S) OBTAINED FROM CCL IN ACCORDANCE WITH THE TERMS AND CONDITIONS IN THE FOLLOWING ATTACHMENTS:

• ATTACHMENT 1: “LICENSE TO CONTENT (WORKSHOP KITS)”,
• ATTACHMENT 2: “DISCLAIMER OF WARRANTIES AND LIABILITY”, AND
• ATTACHMENT 3: “GENERAL PROVISIONS”.

The first pages of the Agreement (including definition and notices) together with such Attachments, constitute the entire Agreement between CLIENT and CCL regarding the licensing of Workshop Kits. This Agreement supersedes all prior communications, agreements and understandings, oral or written, between CLIENT and CCL regarding the subject matter of this Agreement, and may only be amended in writing signed by both Parties. No provision in addition to or in conflict with this Agreement contained in any purchase order or other document from CLIENT shall be binding on CCL.

ATTACHMENT 1: LICENSE TO CONTENT (WORKSHOP KITS)

1. GRANT OF LICENSE AND RIGHTS.

CCL HEREBY GRANTS TO CLIENT, in accordance with the terms and conditions of this Agreement, a revocable, nonexclusive, non-transferable limited license to use the Workshop Kits solely for the training of the number of employees or contractors of either CLIENT or CLIENT’s affiliates (collectively “CLIENT’s Beneficiaries”) corresponding to the number of participant packages purchased. CLIENT shall take all commercially reasonable actions to assure that CLIENT’s Beneficiaries understand that they are subject to the restrictions on CLIENT’s license hereunder and must comply with such restrictions. In this Agreement, “affiliates” means any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the relevant Party. The term control as used herein shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise.

2. LICENSE RESTRICTIONS.

(a) CLIENT agrees that CCL (and/or its third-party licensors) exclusively owns all copyright, title, trademarks and all other related rights and interests in and to the Workshop Kits, including but not limited to, designs, models, methodologies, curricula, materials, exercises, products, tools, instruments, and translations, and all other CCL materials, property, and revisions thereof provided to CLIENT. CLIENT shall do nothing inconsistent with such ownership.
(b) CLIENT further agrees that it will not claim ownership rights to the Workshop Kits, or any derivative, compilation, sequel or series thereof, or related Intellectual Property owned by or used by CCL. CLIENT agrees that nothing in this Agreement shall give CLIENT any right, title, or interest in the Workshop Kits other than the right to use the same in accordance with this Agreement.
(c) CLIENT shall not have any right, title or interest in the Workshop Kits except as expressly set forth in this Agreement.
(d) Except as provided under this Agreement, CLIENT shall not sell, license, market, copy, modify, alter, supplement, reproduce, translate, or create derivative work(s) of the Workshop Kits or the ideas or concepts of the Workshop Kits without the prior written consent of CCL.
(e) The unauthorized use or distribution of the Workshop Kits, or any part thereof, is a violation of Intellectual Property Rights and illegal and may subject the user to substantial legal and monetary damages. CLIENT will be liable for any damage resulting from any violation of the License, including any infringement of copyrights or other proprietary rights.
(f) CLIENT will not remove, obscure or modify any copyright or other ownership or proprietary rights notices included in the Workshop Kits. CLIENT will not re-brand the Workshop Kits or any part thereof. The Workshop Kits shall bear, at all times, the copyright and other ownership or proprietary rights notices of CCL (and/or its third-party licensors).
(g) This License does not allow CLIENT to grant any sub-licenses of any kind with respect to the Workshop Kits, nor shall this license be assigned (except only as permitted in Section 7 of Attachment 3, General Provisions) or transferred by CLIENT.

3. TERM AND TERMINATION.

(a) The term of the License for each Workshop Kit covered hereunder shall be two (2) years from the date when each such respective Workshop Kit is delivered to CLIENT hereunder, unless otherwise terminated per the terms of this Agreement.
(b) In the event that either Party believes that the other Party has materially breached any obligations under this Agreement, or if CCL believes that CLIENT has exceeded the scope of the License, such Party shall so notify the breaching Party in writing. The breaching Party shall have thirty (30) calendar days from the receipt of notice to cure the alleged breach and to notify the non-breaching Party in writing that cure has been effected. If the breach is not cured within thirty (30) calendar days, the non-breaching Party shall have the right to terminate this Agreement without further notice.
(c) In the event that CLIENT seeks bankruptcy, either voluntarily or involuntarily, CCL may, at its sole discretion, terminate this Agreement. Upon filing for, or being subjected to bankruptcy, CLIENT shall name CCL as a creditor for all monies which are due, or may become due, under the terms of this Agreement.
(d) In the event that CLIENT sells all of its assets to a third party, or otherwise ceases to operate in its current form, CCL, at its discretion, may immediately terminate this Agreement.
(e) The Parties may also terminate this Agreement immediately upon mutual written consent.
(f) Upon termination or expiration of the License granted under this Agreement, CLIENT agrees to pay any outstanding fees pursuant to the terms herein.
(g) Upon termination or expiration of this Agreement, CLIENT’s rights to use the Workshop Kits shall cease, and CLIENT agrees to immediately discontinue use of the Workshop Kits. If requested by CCL, CLIENT shall destroy or return the Workshop Kits materials, and/or permanently delete all digital or electronic files contained in any form or medium of the Workshop Kits (collectively, the Workshop Kits, all associated materials and copies, whether digital or in print, the “Licensed Materials”), along with written certification by an officer of CLIENT to CCL, within ten (10) business days of termination or expiration.
(h) Any provision of this Agreement that contemplates performance or observance after termination or expiration of the license hereunder (or any other transactions under this Agreement) shall survive and continue in full force and effect, including without limitation: License Restrictions, and Proprietary Rights, as well as the Attachment “Disclaimer of Warranties and Liabilities” and the Attachment “General Provisions”.

4. PROPRIETARY RIGHTS. Notwithstanding anything to the contrary contained in this Agreement, each of the Licensed Materials are the property of Center for Creative Leadership and/or its third-party licensors. Center for Creative Leadership logo, trade names and trademarks are the exclusive property of Center for Creative Leadership. Except as expressly stated herein, CCL does not grant CLIENT any intellectual property or other rights in the Licensed Materials or its logos, trade names and trademarks. Nothing in this Agreement constitutes a waiver of the rights of CCL, its affiliates, or any of its suppliers under any copyright or trademark laws or any other national or local law or international treaty.

ATTACHMENT 2: DISCLAIMER OF WARRANTIES AND LIABILITY

1. REPRESENTATIONS AND WARRANTIES. CCL represents and warrants that: CCL possesses all rights necessary to grant the rights granted to CLIENT by this Agreement; and the Licensed Materials do not and will not infringe any patent, trademark, copyright, privacy rights, publicity rights or other proprietary right of any third party. CLIENT represents and warrants that CLIENT will use best commercial efforts to ensure that CCL’s rights in the Licensed Materials are protected and respected; and that CLIENT will exercise due diligence to obtain all necessary rights in software or other products used with the Licensed Materials.

2. INDEMNIFICATION.

(a) General Indemnification. Each Party (each an “Indemnifying Party”), at its own expense, shall defend, indemnify and hold harmless the other Party and its directors, officers, employees, and agents (the “Indemnitee Party”) from any third-party action or suit for which, and to the extent that, the Indemnifying Party is responsible hereunder by virtue of its acts or omissions or those of its directors, officers, employees or agents, and shall reimburse the Indemnitee Party for reasonable attorneys’ fees, interest, costs of suit and other expenses incurred in connection therewith. Each Party shall notify the other promptly of any claim for which the other is responsible hereunder, and shall cooperate with the other in every reasonable way to facilitate the defense of such claim.
(b) Infringement Indemnification. CCL shall indemnify, defend and hold CLIENT harmless from and against any claims that any Licensed Materials infringe any third party’s intellectual property rights. In connection therewith, CCL shall at its sole expense, promptly undertake to procure for CLIENT and its End Users the right to continue using any Licensed Materials subject to such claims. If, however, such right cannot be procured, CCL shall:
   (i) promptly modify such Licensed Materials to render such non-infringing but functionally equivalent;
   (ii) promptly substitute such Licensed Materials with a replacement that is non-infringing but is functionally equivalent; or
   (iii) refund to CLIENT the sums actually paid by CLIENT for the infringing Licensed Materials.

3. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY & REMEDY.

(a) EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED MATERIALS ARE PROVIDED TO CLIENT “AS IS” WITHOUT WARRANTY OF ANY KIND. CCL, ITS AFFLIATES, AND ITS THIRD-PARTY CONTENT SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. CCL DOES NOT WARRANT THAT THE CONTENT IS OR WILL BE ACCURATE OR ERROR-FREE OR MEETS OR WILL MEET CLIENT’S OR ANY USER’S REQUIREMENTS.
(b) EXCLUSIVE REMEDY: ANY LIABILITY OF LICENSOR FOR A DEFECTIVE COPY OF THE WORKSHOP KIT WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF CLIENT’S COPY OF THE WORKSHOP KIT WITH ANOTHER COPY, FREE OF CHARGE. THE FOREGOING REMEDY IS NOT INTENDED TO DEPRIVE LICENSEE OF ANY APPLICABLE MANDATORY PROTECTIONS THAT MAY APPLY TO THIS LICENSE BY OPERATION OF LAW.
(c) IN NO EVENT WILL CCL, ITS AFFILIATES OR ANY OF ITS THIRD-PARTY CONTENT SUPPLIERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER PECUNIARY LOSS), ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
(d) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CCL, ITS AFFLIATES, AND ANY OF ITS THIRD-PARTY LICENSORS, EXCEED THE AMOUNT OF THE TOTAL FEES PAID BY CLIENT HEREUNDER.

4. FORCE MAJEURE. Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its reasonable control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

 

ATTACHMENT 3: GENERAL PROVISIONS

1. CONFIDENTIALITY.

Each Party will retain in confidence the terms of this Agreement and all other information and know-how of the other Party disclosed to or acquired by such Party (“Receiving Party”) pursuant to or in connection with this Agreement which is either designated as proprietary or confidential or which, under the circumstances, ought in good faith to be treated as proprietary or confidential (“Confidential Information”); provided that each Party may disclose the terms of this Agreement to its legal and financial consultants or representatives or funding sources as reasonably necessary in the ordinary course of its business, or as required by law. Each Party agrees to hold all Confidential Information in the strictest confidence using measures at least as great as those taken to protect its own confidential information of a similar nature.

Confidential Information will not include any information that:
(a) was known by the Receiving Party prior to disclosure thereof by the other Party, as can be demonstrated by contemporaneous written evidence;
(b) was in or entered the public domain through no fault of the Receiving Party;
(c) is disclosed to the Receiving Party by a third party entitled to make such disclosure, is not under any obligation of confidentiality to the Disclosing Party, and is lawfully in the possession of such information;
(d) is independently developed by the Receiving Party without reference to any Confidential Information of the other Party, as can be demonstrated by contemporaneous written evidence; or
(e) is ordered to be disclosed pursuant to a final binding order of a governmental agency or court of competent jurisdiction, provided that Receiving Party will provide prompt notice of such order to Disclosing Party and cooperate with and assist Disclosing Party in obtaining a protective order at Disclosing Party’s cost and expense.

Upon request or upon any termination or expiration hereof, each Party will return to the other all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other Party.

2. SPECIFIC PERFORMANCE/ INJUNCTIVE RELIEF
Each Party acknowledges that a breach or threatened breach by it will result in immediate and irremediable damage to the other Party and that money damages alone would be inadequate to compensate such other Party. Therefore, in the event of a breach or threatened breach of this Agreement by either of the Parties, the other Party may, in addition to other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or threatened breach or compelling specific performance.

3. AFFIRMATIVE ACTION AND EQUAL EMPLOYMENT OPPORTUNITY. If applicable to this Agreement, the Parties shall abide by the requirements of 41 CFR 60–1.4(a), 60–300.5(a) and 60–741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that the Parties take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.

4. EXPORT. CLIENT shall comply with all applicable international, national and local laws that apply to any Licensed Materials provided under this Agreement, including the U.S. Export Administration Regulations, as well as end-user, end-use and country destination restrictions issued by the United States and other governments.

5. CHOICE OF LAW. This Agreement shall be governed by the laws of the State of North Carolina, without regard to conflicts of law. The Convention on Contracts for the International Sale of Goods is excluded, and shall not govern any aspect of this transaction.

6. ARBITRATION. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Guilford County, of the state of North Carolina. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the relevant field and shall include a written record of the arbitration hearing. The Parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

7. NO ASSIGNMENT. CLIENT may not assign this Agreement without the prior written consent of CCL (including its third-party licensors if applicable), except to a purchaser of all or substantially all of CLIENT’s assets (including by means of a merger or similar transaction).

8. INDEPENDENT CONTRACTOR. The relationship of CLIENT and CCL is that of independent contractors, and this Agreement does not give either Party the power to direct or control the day to day activities of the other, constitute the Parties as partners, joint venturers, co-owners, principal-agent, franchisor-franchisee, employer-employee, or otherwise participants in a joint or common undertaking, or allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.

9. NO WAIVER. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be in writing signed by the waiving Party to be effective. Failure, neglect or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be a waiver of such Party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action.

10. SEVERABILITY. If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the Parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the Parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

11. HEADINGS. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon any of the provisions of this Agreement.

12. NOTICES.
For a notice required in this Agreement to be deemed given, the applicable Party must put such notice in writing and must deliver by:
(i) personal delivery,
(ii) a nationally-recognized, next-day courier service,
(iii) first-class registered or certified mail, postage prepaid,
(iv) fax, and/or
(v) electronic mail to the other Party’s email address specified in this Agreement (or otherwise specified by such Party in writing for delivery of notices).

Such a notice given under this Agreement will be effective on the other Party’s receipt, or if mailed, on the earlier of the other Party’s receipt and the third Business Day after mailing.

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