“How Cool Is That?” Engineering for Kids

LICENSE TO USE AGREEMENT

 

This license to use agreement (the “Agreement”) is effective immediatly.

 

BETWEEN:               1749934 Ontario Limited operating as “How Cool Is That?” The licensor), a company organized and existing under the laws of the Ontario, Canada of with its head office is located at:

28 Casabel Drive, Maple, Ontario, Canada, L6A 3M4

 

AND:                         (the “licensee”),

 

Whereas the licensee wishes to obtain the right to use the licensor’s intellectual property and education curriculum, program delivery, trademark, instructional videos, troubleshooting videos, lists of materials and use of such materials, method of delivery and instruction, instructional methods, and applications for an of the foregoing, as well as copyright, design, know-how, confidential information, trade secrets and other similar rights in any country (the “intellectual property”).  This agreement shall include any modifications, changes, corrections or additions to the intellectual property.

 

  1. License

 

1.1      Grant

           Subject ot the terms of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, royalty free, license to use the intellectual property.

 

1.2      Fee the licensee shall pay the licensor

(     )   $300 per annum and $45 per month

 

for the use of its intellectual property.

 

1.3       1749934 Ontario Limited operating as “How Cool Is That?” is not entitled to any further remuneration from the licensee.

 

      2. WARRANTY, LIABILITY, INDEMNITY

 

2.1      Licensor does not represent that the use of the intellectual property by the Licensee will produce any specific results, that the intellectual property will be fit for any purpose, or that the intellectual property will not cause any damage or harm, it being the intention of the parties that no liability whatsoever will attach to Licensor out of Licensee’s use or inability to use the intellectual property.  Licensor expressly disclaims any implied warranty or conditions of merchantability or fitness for a particular purpose with respect to the intellectual property.

 

2.2     No Recourse

Licensee shall have no recourse against Licensor, whether by way of any claim, suit or action for any loss, liability, damage, or cost that Licensee may suffer or incur at any time, by reason of its use or inability to use the intellectual property.

 

2.3     Limit on Liability

In no event will the Licensor be liable to Licensee for any indirect, incidental, special or consequential damages whatsoever, including but not limited to loss of revenue or profit, any other economic loss, arising out of any breach of this Agreement, any use or inability to use intellectual property or any claim made by a third party, even if Licensor has been advised to the possibility of such damage or claim.

 

2.4     Indemnity

Licensee shall defend, indemnify and hold Licensor harmless from any claim for any personal injury (including death) or loss of or damage to any property caused by any act of omission of Licensee, its licensed affiliates, subcontractors, agents or employees (collectively the “licensee's representatives”) in connections with or related to the Licensees or Licensees representatives use of the intellectual property.

 

2.5    Use of trademark and trade name

Licensee has no right, title, license or interest in or to any of the trademarks, trade names, slogans, labels, trade dress, designs or other indicators of source owned or used by “How Cool Is That?” in connection with the intellectual property that is conveyed under this Agreement. The licensee may not, directly or indirectly, adopt, display, or otherwise use, in connection with the promotion and sale of the products pursuant to the terms of this Agreement.  Any use of such must have the expressed written consent of 1749934 Ontario Limited operating as How Cool is That?”

Licensee has no right to market the program under the name “How Cool is That?” Including any promotion material, marketing efforts and implementation.  Licensee may indicate that the projects are provided by “How Cool is That?”.

 

Example: “Your Company Name”

                Projects provided by How Cool Is That?

 

3. Term and Termination

 

3.1      Term

This agreement shall terminate 60 days after a written request has been sent by the licensee to “How Cool is That?” at howcoolisthat.ca@gmail.com

unless terminated earlier in accordance with the provisions of Subsection 3.2.

 

3.2      Termination by Licensor

Licensor may terminate this Agreement by written notice Licensee, to take effect immediately upon receipt thereof, if:

  1. Licensee commits or permits a breach of any of its covenants or obligations under this Agreement and Licensee has failed to remedy such breach within (14) days after being required in writing to do so by the Licensor;

  2. There is any change in the ownership, management or structure of Licensees which in Licensor’s opinion, acting reasonably, would be inconsistent with the interest of the Licensor.

3.3       Consequence of Termination

Upon termination of this Agreement for any reason:

  1. the rights and obligations under section 2 (warranty, Liability, Indemnity) or as otherwise noted in this Agreement or by implication require to survive, will survive termination of this agreement.

  2. Licensee’s rights under this agreement shall immediately Cease;

  3. Licensor’s rights under this agreement shall immediately cease;

  4. Licensee shall immediately remove all intellectual property offerings and in any event no later than (5) days following the termination date.  In the event the offerings have not been removed by Licensee within such time period, Licensor may seek compensation in the form of all revenue generated by use of the intellectual property.

 

4. Confidentiality

 

4.1     The licensee shall not disclose of give access to the intellectual property to any third parties (other than their employees) except upon prior written authorization from 1749934 Ontario Limited.

 

4.2     Licensees are not permitted to sell Sub-licenses or license portions of the intellectual property.  Licensee may not grant access to the intellectual property.  All sales, financial transactions, granting of access to intellectual property are to be done solely through 1749934 Ontario Limited head office.

 

4.3     The provisions of this sections shall survive the termination of this agreement for any reasons or upon expiration of the License.

 

5. GENERAL

 

5.1      Notice

Any notice required of permitted to be given hereunder shall be in writing and shall be effectively given if (i)delivered personally, or (ii) sent by prepaid courier service or mail, in the case of the notice to the Licensor as follows:

 

1749934 Ontario Limited operating as How Cool Is That?

28 Casabel Drive, Maple, Ontario, Canada, L6A 3M4

 

 

 

 

5.2      Severance

in the event that any provisions of this Agreement is invalid, unenforceable or illegal, then such provision shall be severed from this agreement shall be read as if such provisions were not a part of this Agreement.

 

5.3      Applicable Law

This agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of Ontario, Canada.

 

5.4      Entire Agreement

This Agreement constitutes the entire contract between the parties and supersedes any previous agreement or understandings between the parties with respect to this subject matter.  This Agreement may only be amended in writing, signed by both parties, which expressly states the intention to amend this Agreement.

 

5.5     Either Party shall not, without the other Party’s written consent, assign, delegate, pledge or otherwise transfer this agreement, or any of its rights or obligations hereunder to any person.

 

5.6     Language

The parties confirm that it is their wish that this Agreement as well as all other documents relating to this agreement, including notices, be drawn up in English only.       

 

5.7    Sales Kit and Supplies

 

The Licensor is responsible for furnishing the Licensee with instructions specific to making the sales kit in the form of Instructional videos and with instructions on how to use it.

 

The licensee is responsible to for supplying materials to complete each projects including buying K’nex.  The Licensor does not recommend or enforce the purchase of materials from any preferred supplier and will only recommend on best practice.

 

5.8    On-site Training

 

The licensor is not obligated under any condition within this agreement to provide on site training in the form of sales training, program implementation, sales kit, or use of sales kit.  The Licensee may request on-site in person training that will include the licensor providing a sales kit and attending sales meeting. Such on site training request must be done in writing and will be coordinated to be completed within a reasonable time and as to not put strain on the Licensee or Licensor.  In the event of an on-site visit the Licensee is responsible to schedule sales meetings before the Licensor arrives. 

 

The fee for an on-site training visit is set at $3000.

 

 

IN WITNESS WHEREOF,  each party to this Agreement has caused it to be executed at (location of execution) _______________________ on the date indicated above.