ON-PURPOSE PRESENTER NON-EXCLUSIVE LICENSEE TERMS AND CONDITIONS

ON-PURPOSE PRESENTER NON-EXCLUSIVE LICENSEE TERMS AND CONDITIONS

LICENSEE has signed the LETTER OF AGREEMENT (“Agreement”) by and between LICENSOR (US PARTNERS, INC. dba ON-PURPOSE PARTNERS) that includes the following Terms and Conditions.

WHEREAS LICENSOR created, hosts, and sells to the public the ONPURPOSE.me online tool (“Tool”);

WHEREAS LICENSOR also created an On-Purpose Presenter–version of the Tool for those who earnestly desire to present to clients and need simpler, faster audience access for speed and flow;

WHEREAS LICENSOR licenses to individuals interested in integrating, facilitating, and reselling the Presenter–version of the Tool in their training programs; and LICENSEE desires to be licensed;

WHEREAS LICENSOR certifies On-Purpose Presenters (Presenters) to ensure that certain delivery standards, context, customs, language, visuals, and more are upheld to protect the end-users’ experience; to avoid infringement or improper use of the On-Purpose® trademark, property, brand, and reputation; and to create a mutually beneficial professional relationship, and LICENSEE wishes to be so certified and licensed.

THEREFORE, LICENSEE and LICENSOR agree to the following Terms and Conditions:

1. NON-EXCLUSIVE LICENSE. LICENSOR grants to LICENSEE, and LICENSEE accepts, a non-exclusive, non-transferable limited license to utilize the Presenter Tool in Licensee’s presentations. LICENSOR reserves all other rights in and to the Presenter Tool. This includes access to a proprietary Presenter-only website with resources and discounted pricing.

2. TERM. This Agreement continues for one (1) calendar year (“Term”), unless terminated per Section 12 below. If LICENSEE is then in full compliance with this Agreement, LICENSEE may opt to renew the Term for an additional one-year period by paying the renewal fee set forth in Exhibit B hereto.

3. CERTIFICATION. Prior to providing any Services under this Agreement, LICENSEE must complete the certification process set forth on the attached Exhibit A and the Letter of Agreement must be countersigned.

4. LICENSEE DUTIES. Upon certification, LICENSEE will:

(a) Market the Presenter Tool; provided that, all marketing and promotional materials and workshop handouts must prominently state “ONPURPOSE.me is licensed through On-Purpose Partners.”;

(b) Utilize the Presenter Tool in LICENSEE’s presentations to the best of his/her ability;

(c) Protect, including without limitation LICENSOR’s trademarks and brand, as well as the Presenter Tool and other intellectual property provided to LICENSEE by LICENSOR by using them only in the manner instructed by LICENSOR;

(d) Comply with all applicable laws and regulations, as well as governmental rules, policies, and guidelines when utilizing the Presenter Tool; and

(e) Never duplicate, extract, or share with a non-LICENSEE related Presenter Tool facilitation intellectual property (Materials) such as, but not limited to, www.OnPurposePresenter.com site login, scripts, and PowerPoint presentations.

5. OWNERSHIP AND RESTRICTIONS.

LICENSEE has the right to modify the Presenter PowerPoint presentations (found within the On-Purpose Presenter’s Place private webpages at www.onpurposepresen ter.com) to cosmetically match its program look and feel.

LICENSOR continues to wholly own all copyrights, trademarks, and other proprietary rights in and to the Presenter Tool and Materials. Further, LICENSEE agrees that Material generated or derived from the Presenter Tool, the LICENSOR brands, trademark, and name are works made for hire within the meaning of the United States Copyright Act of 1976, 17 U.S.C. § 101 et seq, and will be owned in their entirety exclusively by LICENSOR.

LICENSEE agrees to sign and cause to be signed by any of its employees who participate in the creation of any such Material and additional documents proposed by LICENSOR to confirm LICENSOR’s sole and exclusive ownership of all copyrights, trademarks, and other proprietary rights in and to such material. If a determination is ever made that any such material does not qualify as a “work made for hire,” then such material and all rights therein, including all copyrights, are hereby deemed to be and are irrevocably assigned and transferred to LICENSOR. Therefore, the burden to avoid “work made for hire” issues rests with the LICENSEE to gain advanced written approval with LICENSOR before embarking on the development of such Material or Work risking violation of this term.

LICENSEE warrants that neither it nor any of its employees/enlists will:

(a) Remove or modify any Presenter Tool or any notice of LICENSOR’s proprietary rights, including without limitation logos, copyright, and trademark notices;

(b) Assign or transfer this Agreement or attempt to give an interest in the Presenter Tool to any individual or entity, except as expressly provided in these Terms and Conditions;

(c) Create new products or programs that are derived from the Presenter Tool without the express written consent of the LICENSOR;

(d) Engage in any practices that may be detrimental to LICENSOR or to the Presenter Tool;

(e) Use any of LICENSOR’s logos or the LICENSOR name in any manner likely to cause confusion therewith in any portion of LICENSEE’s own products, services, trade names, or trademarks; or

(f) Promote the Presenter Tool in any way that implies that such is LICENSEE’s proprietary products. LICENSEE acknowledges and agrees that all promotional materials used in conjunction with the LICENSOR Presenter Tool must be submitted in advance to LICENSOR for review and approval.

6. GOOD WILL. LICENSEE recognizes the great value of the publicity and good will associated with the Presenter Tool and acknowledges: (a) such good will is exclusively LICENSOR’s; and (b) that the Presenter Tool is distinctive as LICENSOR’s proprietary tool in the minds of consumers. LICENSEE further acknowledges that a breach by LICENSEE of any of its covenants, agreements, or undertakings in this Agreement will cause LICENSOR irreparable damage, which cannot be readily remedied in monetary damages, and may, in addition thereto, constitute an infringement of LICENSOR’s copyrights, trademarks, and/or other proprietary rights in and to the Presenter Tool.

7. LICENSE FEE. LICENSEE must pay LICENSOR the current applicable license fee and renewal fees set forth in Exhibit B hereto, which shall be due and payable as also set forth in Exhibit B.

8. NO GUARANTEES; DISCLAIMERS. LICENSEE acknowledges and agrees that, while LICENSOR has in good faith accurately represented the Presenter Tool and its potential, LICENSEE’s ultimate success depends upon his/her personal effort, motivation, commitment, and follow-through. LICENSOR cannot predict and does not guarantee that LICENSEE will attain particular results, and LICENSEE acknowledges and agrees that results differ for everyone, depending upon his or her unique background, dedication, desire, motivation, actions, and numerous other factors. LICENSEE ACKNOWLEDGES AND AGREES THAT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED BY LICENSOR AND WAIVED BY LICENSEE.

9. INDEPENDENT CONTRACTORS. LICENSEE and LICENSOR shall act solely as independent contractors, and nothing herein shall at any time be construed to create the relationship of employer and employee, partnership, principal and agent, or joint venture as between LICENSOR and LICENSEE. Neither LICENSEE nor LICENSOR has any right or authority to, nor either of them attempt to enter any contract, commitment, or agreement, or to incur any debt or liability of any nature, in the name, or on behalf, of the other.

10. CONFIDENTIALITY. LICENSEE and LICENSOR may have access to certain proprietary information, intellectual property, and/or trade secrets of each other, as well as other certification candidates (collectively, the “Confidential Information”). We agree that the terms of this Agreement are part of the Confidential Information. Neither of us will, either during or after the Term of this Agreement, use, disclose, or otherwise permit any person or entity access to any of the Confidential Information of the other (or other certification candidates), except as required or anticipated in the performance of our obligations hereunder. We each understand that we are not allowed to sell, license, or otherwise exploit any products or services that embody in whole or in part any Confidential Information of the other (or other certification candidates), except as expressly set forth in this Agreement.

11. MUTUAL WARRANTIES. Each Party hereby represents and warrants to the other Party, with the intention that the other rely thereon in entering into this Agreement, that:

(a) In connection with performing its obligations hereunder, it will not knowingly violate any applicable laws or regulations of any jurisdiction;

(b) It has full power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby; and

(c) The execution and performance by it of this Agreement does not and will not violate or conflict with or result in a breach of any of the terms, conditions, duties, or obligations to which it is bound to any third party.

12. TERMINATION.

(a) LICENSOR’s Immediate Right of Termination. LICENSOR has the right to immediately terminate this Agreement on written notice if LICENSEE violates any of Sections 3, 4, or 5 (a) through (f) of this Agreement.

(b) Right to Terminate on Notice. LICENSOR may terminate this Agreement effective on thirty (30) days’ prior written notice to LICENSEE under any of the following circumstances, if LICENSEE fails to cure the default to the reasonable satisfaction of LICENSOR within the thirty (30) days:

LICENSEE makes any assignment for the benefit of creditors, file a voluntary petition in bankruptcy, are adjudicated bankrupt or insolvent or have any receiver or trustee in bankruptcy or insolvency appointed; or LICENSEE commits a material breach of any other provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from LICENSOR.

13. EFFECT OF TERMINATION. Upon termination of this Agreement, if any, LICENSEE shall:

(a) Immediately stop marketing and presentation of the Presenter Tool;

(b) Immediately stop use of the LICENSOR trademark and name;

(d) Remove Presenter badges or designations from resumes, social media, and profiles.

14. LIMITATION OF DAMAGES. NEITHER LICENSEE NOR LICENSOR WILL BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.

15. NOTICES. Any notice hereunder shall be in writing and shall be effective upon delivery personally or by courier or when transmitted via email, or five (5) business days following deposit in the United States mail, postage prepaid, registered, or certified, and addressed as shown on signature lines following Paragraph 21:

16. ASSIGNMENT AND SUBCONTRACTING. LICENSEE cannot assign any right or interest under this Agreement without the prior written consent of LICENSOR.

17. WAIVER. No waiver of any term or condition of this Agreement will be construed as a waiver of any other term or condition, nor will any waiver of any default under this Agreement be construed as a waiver of any subsequent default.

18. SURVIVAL OF PROVISIONS. LICENSEE’s and LICENSOR’s warranties, representations, and indemnification obligations shall survive the termination of this Agreement.

19. SEVERABILITY. If any part of this Agreement is found to be invalid or unenforceable, such determination shall not affect the validity or enforcement of any other provision this Agreement.

20. GOVERNING LAW; VENUE. THIS AGREEMENT AND THE LEGAL RELATIONSHIP BETWEEN THE PARTIES HERETO WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FLORIDA LAW. LICENSEE AND LICENSOR AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR A BREACH HEREOF, WHICH CANNOT BE SETTLED AMICABLY BETWEEN THE PARTIES, WILL BE LITIGATED ONLY IN THE APPROPRIATE COURTS OF ORANGE COUNTY, FLORIDA.

21. ENTIRE AGREEMENT. The Letter of Agreement plus these Terms and Condition contains the entire understanding between LICENSEE and LICENSOR, and all prior or contemporaneous promises, representations, agreements, or understandings are expressly merged herein and superseded. This Agreement may not be modified, amended, or revoked except as set forth herein and in writing, signed by both LICENSEE and LICENSOR.

EXHIBIT A

LICENSOR PARTNERS. Certification Evaluation Criteria:

To maintain ongoing standards for the LICENSEE’s use and license, the following standards are set in place. These are subject to change with a 30-day written notice by LICENSOR.

Training format: On-Purpose Presenter

Evaluation is based on the following components:

1. Participate fully in the Training Class (referenced below);

2. Pass the Competency Exam within 15 days of the date of the Training Class.

Other Requirements for Certification:

1. Read the ONPURPOSE.me follow-up email series and complete the To-Dos;

2. Read The On-Purpose Person: Making Your Life Make Sense authored by Kevin W. McCarthy. Demonstrate basic understanding of key concepts, context, and flow included in the book; and

3. Read the On-Purpose Poster and demonstrate a working knowledge and understanding of Purpose, Vision, Missions, and Values.

EXHIBIT B: TUITIONS AND FEES

In full consideration for this non-exclusive training license of the Presenter Tool, LICENSEE shall pay LICENSOR, as follows:

Initial Training Fee (Training + certifying LICENSEE + First-Year License Fee): See published rate.

Tool Per Person Use Fee: 30% discount off the current retail price shown on the ONPURPOSE.me product page.

Annual License/Membership Renewal Fee: Pay the current annual membership to The On-Purpose Planet Personal Plan Membership to remain a LICENSEE.

Payment Terms: All payments are due and payable upon receipt of invoice.

Upon lapse of LICENSEE’s License, recertification and reinstatement will be based on the then current rates of the above Initial Training Fee and Membership Renewal Fee.