CORPORATE WELLNESS ACADEMY
LICENSE & CONFIDENTIALITY AGREEMENT FOR MEMBERS
1. Grant of License.
a. Grant: Upon and subject to the terms and conditions hereinafter set forth, CWA hereby grants to Member, and Member hereby accepts, the non-exclusive, revocable right, license and privilege to use (but not sublicense or resell) the Licensed Content in connection Member’s business. The Licensed Content may only be provided to Member’s customers as a bonus or premium and may not be sold separately.
b. Term: The term of this Agreement shall be six months from the date of execution hereof, with automatic annual renewals by Member for additional three (3) months terms so long as Member has materially complied with all the material terms of this Agreement. CWA, in its discretion may revoke and terminate this License at any time after the initial term upon ten (10) days written notice.
2. Covenants Of Member. Member represents and warrants to CWA that during the term of this Agreement in the Territory:
(a) It will constantly use its best efforts to protect the good name and goodwill associated with the Licensed Content and CWA.
(b) It will not attack the title of CWA in and to the Licensed Content or any copyrights or trademarks pertaining thereto, nor will it attack the validity of the license granted hereunder;
3. Rights & Obligations Regarding the Licensed Content:
(a) Non-Ownership of Licensed Content. The license granted herein does not grant Member any right, title or interest, at law or in equity, in or to any of CWA’s, trademarks, service marks, copyrights, copyrighted material, or any derivative uses thereof trade secrets or other rights or intellectual property of any kind, except as provided by said license.
(b) No Challenge. Neither Member, nor any of its affiliates, shall challenge or otherwise contest: (i) the ownership by CWA, and/or their affiliates of or the validity or enforceability of the Licensed Content, (ii) any current or subsequent application or registration of CWA, and/or their affiliates therefore, or (iii) the exclusive rights of CWA, and/or their affiliates to own and register the Licensed Marks.
(c) Use of Licensed Content By Member After Termination. Upon termination or expiration of this Agreement, Member shall promptly discontinue any and all use of the Licensed Content.
4. CWA shall have the right to approve all uses of the Licensed Content or derivative uses thereof. Such approval shall not be unreasonably withheld.
5. Indemnity: Member hereby saves and holds CWA harmless of and from, and indemnifies it against, any and all losses, liability, damages and expenses (including reasonable attorneys’ fees and expenses) which CWA may incur or be obligated to pay, or for which it may become liable or be compelled to pay in any action, claim or proceeding against it, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by Member or any of its servants, agents or employees in connection with Member’s performance of this Agreement. The provisions of this paragraph and Member’s obligations hereunder shall survive the expiration or termination of this Agreement.
a. The occurrence of any of the following events shall constitute an event of default by Member under this Agreement, subject to the procedures and remedies set forth herein:
(i) If Member defaults in the performance of any of its material obligations provided for in this Agreement or any other agreement between Member and CWA (or its affiliates) and such failure continues uncured for a period of ten (10) days after receipt of written notice thereof; or
(iii) If Member shall materially fail to comply with any laws, regulations or voluntary industry standards; or
(iv) If Member ceases to be an active participant in the Corporate Wellness Academy Program; or
(v) Member shall be deemed to be in material default under this Agreement, and all rights granted herein shall automatically terminate without notice to Member, if Member shall become insolvent or makes a general assignment for the benefit of creditors; or if Member files a voluntary petition under any section or chapter of bankruptcy law or under any similar law or statute; or if Member admits in writing its inability to pay its debts when due; or if Member is adjudicated a bankrupt or insolvent in proceedings filed against Member under any section or chapter of bankruptcy laws or under any similar law or statute; or if a bill in equity or other proceeding for the appointment of a receiver of Member or other custodian for Member’s business or assets is filed and consented to by Member; or if a receiver or other custodian (permanent or temporary) of Member’s assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer); or if Member is dissolved; or if execution is levied against Member’s business or property.
7. Consent to Jurisdiction; Applicable Law
Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any court located in Los Angeles, CA. This Agreement shall be construed and interpreted in accordance with the laws of California.
8. The Licensed Content Includes:
• RSS feed of Vital Origins free content
• “Free” version of BeMore magazine (customized version requires separate license)
• Right to embed Vital Origins’ “Public” youtube videos
• Use of free vitality resource guide which may be distributed on Member’s websites
• Whenever content is used, the link- www.well.org must be displayed
• Syndicate rights of free @work content section for use in blogs (also an RSS play)
• But specifically does not include CWA’s “Vitality” & “Origins” films
9. Restriction on Use of Confidential Information: None of the parties hereto shall, during the term of this engagement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation or entity any of another party’s confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors and legal representatives as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence.
Any and all information, knowledge or know-how concerning the operation, products, services, procedures, policies or customers of aparty shall be deemed confidential for purposes of this Agreement; provided, however, the parties shall not be required to treat any information as confidential information under this section if such information: (i) was publicly known at the time it was disclosed or becomes publicly known after disclosure without breach hereof by the receiving party; (ii) was known by the receiving party at the time of disclosure or becomes known to it from a party other than the disclosing party who has the apparent right to disclose such information to the receiving party’s knowledge after due inquiry; (iii) is independently developed by the receiving party without reliance on the disclosed confidential information; (iv) is approved for disclosure by the disclosing party with the disclosing party’s prior written consent; or (v) is disclosed by the receiving party pursuant to judicial order, requirement of a governmental agency or other operation of law, provided that the receiving party informs the disclosing party promptly after receiving notice of its obligation to make such disclosure, and takes reasonable steps to limit the scope of such disclosure.
10. CWA training material content is for personal use only, and may not be sold, tape recorded, videotaped, shared, taught, given away, or otherwise divulged without the express written consent of CWA, or its designated agent.