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LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is made and effective as of the date of
purchase (the "Effective Date"), by and between Million Dollar
Recruiters, a Georgia company with offices at 3520 Chastain Glen Lane,
Atlanta, GA. 30066 ("Licensor"), and You, named on this application
("LICENSEE") (together the "Parties").
WITNESSETH:
WHEREAS, Licensor, through a substantial expenditure of time, effort and
money, has developed and is continuing to improve a system of opening and
operating recruitment and placement offices known as Million Dollar
Recruiters (the "System") the distinguishing features of which include, but
are not limited to, the name MILLION DOLLAR RECRUITERS (MDR); and other
items used in servicing MDR products, signs, emblems, insignia, logos, trade
names, trademarks and service marks, methods, procedures, and instructional
materials and training courses; all of which may be changed, improved and
further developed by Licensor from time to time; and
WHEREAS, by way of a Master LICENSE (the "Master LICENSE") from MSeventwelve,
a sole proprietorship in Atlanta, GA., to Licensor, Licensor has the sole
and exclusive rights to LICENSE the LICENSEd Mark (as hereinafter defined)
pursuant to the terms hereof; and,
WHEREAS, Licensee recognizes the value of the trade names, trademarks,
service marks and other distinctive features of the MDR System and now
desires to obtain a license from Licensor to use the MDR System and operate
a MDR office as defined herein, subject to the terms and conditions
hereinafter set forth.
WHEREAS, Licensor is willing to grant the LICENSE pursuant to the terms
contained herein.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto covenant and agree as follows:
PARAGRAPH 1
DEFINITIONS
The following definitions shall apply:
A. TERRITORY. All states in the United States of America including the
world-wide web. All territories are non-exclusive.
B. PARAGRAPHS. Million Dollar Recruiting System and Training.
C. LICENSED MARKS. The trademarks MILLION DOLLAR RECRUITERS (MDR) and
MILLION DOLLAR RECRUITERS NETWORK (MDRN) and such other trademarks as are,
from time to time, agreed to by Licensor.
PARAGRAPH 2
RIGHTS GRANTED.
Licensor hereby grants to Licensee during the term of this Agreement, and
Licensee hereby accepts: (a) the right to operate a Million Dollar
Recruiters Office in the Territory (as defined above in Definitions hereof)
and to use the MDR System in connection herewith, and (b) the non-exclusive
right and license to use, display and advertise the Licensed Marks (as
defined in Definitions hereof) in connection with the publicity, sales and
advertising of the Million Dollar Recruiting system, including in
newspapers, magazines, radio, television, world wide web, cinema and similar
media presently existing or that may exist in the future and to use the
Confidential Information, all in strict accordance with the terms of this
Agreement and only for the operation of the Licensed Business.
Licensee hereby agrees that all monies paid for said
rights are non-refundable and are not performance based.
PARAGRAPH 3
EXCLUSIVITY OF LICENSE
Licensee shall not, during any period this Agreement is in effect, grant any
rights to any third party in connection with the Paragraphs for the
Trademark or any other trademark which includes Million Dollar Recruiters or
Million Dollar Recruiters Network or any derivative thereof.
PARAGRAPH 4
TERM OF AGREEMENT
Subject to the rights of termination set forth in this Agreement, the
initial term of this Agreement shall be for five (5) years commencing on the
"Effective Date" and terminating One Thousand Eight Hundred Twenty Five
(1,825) days from the "Effective Date".
PARAGRAPH 5
RENEWAL
Upon the expiration of such initial five-year (5) period, Licensee shall
have the right to renew the rights granted hereunder for an additional five
(5) year period by giving written notice to Licensor of its intention to do
so, not less than six (6) months prior to the expiration of the initial
term. Additional renewal rights may be acquired by Licensee only through
future negotiations and are not contemplated by or provided for in this
Agreement. Notwithstanding the foregoing, no renewal period shall be
effective and the term of this Agreement will not be extended unless, at the
end of the then current initial term or renewal term, as the case may be:
(a) Licensee shall not be in default of any provision of this Agreement, or
any amendment or successor hereto, or any other agreement between Licensee
and Licensor or its subsidiaries and affiliates, and Licensee shall have
fully and faithfully performed all of its obligations to Licensor throughout
the term hereof; and
(b) Licensee shall execute, at Licensor's option, Licensor's then current
form License agreement, which agreement shall supersede this Agreement in
all respects except for the renewal provisions set forth in this Paragraph,
and
(c) Licensee shall pay a renewal fee of $2,000.00 One Thousand Dollars
charged by Licensor; and
(d) Licensee shall be current in the payment of all obligations to Licensor
and to any of its affiliates or subsidiaries; and
PARAGRAPH 6
CONFIDENTIALITY
The Parties acknowledge that all information relating to the business and
operations of Licensor and Licensee which they learn or have learned during
or prior to the term of this Agreement is confidential. The Parties
acknowledge the need to preserve the confidentiality and secrecy of such
information and agree that, both during the term of this Agreement and after
the expiration or termination hereof, they shall not use or disclose same,
and shall take all necessary steps to preserve in all respects such
confidentiality and secrecy. The provisions of this paragraph shall not
apply with respect to any information which has entered the public domain
through no fault of Parties. The provisions of this paragraph shall survive
the expiration or termination of this Agreement.
PARAGRAPH 7
DUTIES OF LICENSEE
A. Best Efforts. During the Term of this Agreement, Licensee will use its
best efforts to exploit the rights herein granted throughout the Territory
and to maintain the maximum quantity consistent with the high standards and
prestige represented by the Licensed Mark.
B. Licensee will comply with all applicable federal, state and local laws,
ordinances and regulations affecting the operation of the Licensed Business.
PARAGRAPH 8
GUARANTEED MINIMUM LICENSE PAYMENTS
In consideration of both the LICENSE granted and the usage of the Licensed
Marks, Licensee shall pay to Licensor a one time License fee.
License Fees are as follows:
Bronze Package: One Thousand ($1,000.00) dollars.
Gold Package: Five Thousand ($5,000.00) dollars.
Platinum Package: Ten Thousand ($10,000.00) dollars.
License Agreement is null and void if the License Fee is not paid.
Payment of the License Fee will be either through
electronic means, ie: Paypal account or with a check payable to Million
Dollar Recruiters at the execution of this Agreement.
PARAGRAPH 9
MONTHLY MAINTENANCE FEE
A Monthly Maintenance Fee of
Two Hundred Fifty ($250.00) US dollars. 1st year of monthly maintenance fees can
be paid in advance to receive a discount.
Monthly Maintenance Fee is due
on a monthly basis at the first day and payable by the fifteenth (15th) day
of the subsequent month.
PARAGRAPH 10
ADDITIONAL COUNSELING
Licensor may, but is not obligated to, furnish counseling and advisory
services to Licensee. Counseling services provided Licensee will be at
Licensor's current rates.
PARAGRAPH 11
LICENSE AND TRADEMARKS
(a) Licensee agrees that nothing herein contained shall give the Licensee
any right, title or interest in the trade names, trademarks or service marks
used in connection with Million Dollar Recruiters or Million Dollar
Recruiting Network, which shall include, but not be limited to, any words,
symbols, designs, insignia, devices signs or combinations thereof used to
identify the MDR System and the products or services sold in connection
therewith, including, but not limited to, the marks set forth on Paragraph 1
hereto (collectively, the "Proprietary Marks") ,except the nonexclusive
license to use the Proprietary Marks set forth herein. Licensee also agrees
that such Proprietary Marks are the sole property of Licensor, and further
agrees not to raise or cause to be raised any questions concerning, or
objections to, the validity of such marks on any grounds whatsoever.
Licensee agrees not to permit the use of any other trade names, trademarks
or service marks in conjunction with the Proprietary Marks without first
obtaining the written consent of Licensor, which may be granted or withheld
at Licensor's sole discretion. Licensee shall have the symbol TM, SM, an R
enclosed in a circle or such other symbols or words as Licensor may
designate to protect the Proprietary Marks placed on all surfaces and media
where such marks appear.
(b) Licensee will not seek to register, reregister or assert claim to or
ownership of, or otherwise appropriate to itself, any trade name, trademark
or service mark or any mark or name confusingly similar to the Proprietary
Marks, or the goodwill symbolized by any of the foregoing except insofar as
such action inures to the benefit of and has the prior written approval of
Licensor. Upon termination, non renewal or cancellation of this Agreement,
whether by lapse of time, default or otherwise, Licensee agrees immediately
to discontinue all use of the Proprietary Marks and to remove all copies,
replicas, reproductions or simulations thereof from the Licensed Office and
to take all necessary steps to assign, transfer or surrender to Licensor or
otherwise place in Licensor or its designee title to all such marks which
Licensee may have used during the term of this Agreement or any renewal or
extension thereof.
(c) If Licensee is a corporation, limited partnership, limited liability
company, business trust, partnership or similar association, it shall not
use the name "Million Dollar Recruiters" "Million Dollar Recruiters Network"
"MDR" "MDRN" in its corporate or other name without the prior express
written consent of Licensor.
(d) Upon the termination or expiration of this Agreement, Licensee's right
to use the Proprietary Marks shall terminate and Licensee shall not
thereafter identify itself as a MDR Office or as a former MDR Office or use
or disclose the MDR System or any trade secrets, systems or documentation
provided to Licensee by MDR.
PARAGRAPH 12
RELATIONSHIP TO PARTIES
It is the express intention of the parties hereto that Licensee is and shall
be an independent contractor under this Agreement, and no partnership, joint
venture or fiduciary relationship shall exist between Licensee and Licensor.
This Agreement does not constitute Licensee as the agent, legal
representative or employee of Licensor for any purpose whatsoever, and
Licensee is not granted any right or authority to assume or create any
obligation for or on behalf of, or in the name of, Licensor or in any way to
bind Licensor.
PARAGRAPH 13
INDEMNIFICATION
Licensee shall be responsible for all loss or damage originating from, or in
connection with, the operation of the Licensed Business
PARAGRAPH 14
AGREEMENT
(a) Licensee shall not sublicense, sell, assign, transfer, convey or
encumber any
of its rights and obligations hereunder or any rights in the Agreement, the
Proprietary Marks, the Licensed Business or suffer or permit any such
assignment, transfer or encumbrance to occur by operation of law without the
prior express written consent of Licensor, which may be withheld by Licensor
in its sole discretion for any reason. In the event Licensee is a
corporation, limited partnership, limited liability company, business trust,
partnership or similar association, the shareholders, limited partners,
beneficiaries, partners or investors, as the case may be, may not sell,
assign or otherwise transfer their shares or interests in such corporation,
limited partnership, business trust, partnership or similar association,
without the prior written consent of Licensor.
(b) The death of the Licensee or if the Licensee is a corporation or similar
entity, the death of any stockholder, investor or similar person, shall be
deemed to be an assignment of Licensee's interest herein and the transfer of
the interest of the deceased, which said transfer shall be consummated
within 120 days after the date of the court appointment of a legal
representative for the deceased, shall require the written consent of the
Licensor which, may withheld by Licensor in its sole discretion for any
reason.
(c) Licensor's approval of the transfer or assignment of this Agreement to a
natural person or to any other entity is, in all cases contingent upon
(1) the
purchase and/or the controlling persons of the purchaser having a
satisfactory credit rating, being of good moral character in the sole
discretion of Licensor, having business qualifications satisfactory to
Licensor, being willing to comply with Licensor's training requirements
and being willing to enter into an agreement in writing to assume and
perform all of Licensee's duties and obligations hereunder, and agreeing
to enter into any and all agreements with Licensor that are then being
required of all new Licensees, including any guaranty agreement, which
may require payment of different or increased fees from those paid under
this;
(2) the terms of the proposed transfer (including, without limitation,
the price) being satisfactory to Licensor;
(3) all monetary obligations of Licensee to Licensor or Licensor's
affiliates being paid, Licensee's not being in default hereunder and
Licensee's executing a general release of all claims against Licensor;
(4) Licensee's paying to Licensor the then current transfer fee of One
Thousand ($1,000.00) dollars plus reimbursement for all legal, training
and other expenses incurred by Licensor in connection with the transfer;
(5) Licensee's first offering to sell such interest to Licensor pursuant
to and the same having been declined in the manner therein set forth;
and
(6) the name MDR not being used in any advertising for the sale of the
Required Items or any other equipment used in the operation of the
Licensed Business.
(d)
Licensor may sell, assign or discount any or all of its rights under this
Agreement and delegate any or all of its rights under this Agreement, or
either, to any person or entity at any time in Licensor's sole discretion.
Licensor shall not remain liable for the performance of any obligations
under this Agreement subsequent to any delegation thereof.
PARAGRAPH 15
TERMINATION
(a) Automatic Termination. This Agreement shall terminate immediately and
without notice to either party if Licensee:
(i) Files a petition under any bankruptcy or reorganization law, becomes
insolvent, or has a trustee or receiver appointed by a court of
competent jurisdiction for all or any part of Licensee's property; or
(ii) Seeks to effect a plan of liquidation, reorganization, composition
or arrangement of Licensee's affairs, whether or not the same shall be
subsequently approved by a court of competent jurisdiction, it being
understood that in no event shall this Agreement or any right or
interest hereunder be deemed an asset in any insolvency, receivership,
bankruptcy, composition, liquidation, arrangement or reorganization
proceeding; or
(iii) Has an involuntary proceeding filed under any bankruptcy or
reorganization laws or any other laws and such proceeding is not
dismissed within ninety (90) days thereafter; or
(iv) Makes a general assignment for the benefit of creditors; or
(b) Ten
(10) days Notice. By Licensor. Licensor, at its option, may terminate this
Agreement immediately upon ten (10) days notice to Licensee, if Licensee
shall:
(i)
Default in the payment of any amount owed to Licensor or its affiliates
when the same became due and payable under this Agreement; or
(c) Thirty
(30) days Notice. By Licensor. Licensor, at its option, may terminate this
Agreement immediately upon thirty (30) days notice to Licensee, if
(i)
Licensee shall fail to strictly perform any of the terms and conditions
contained in this Agreement (except for the payment of any amounts owed
to Licensee or any of its affiliates) and such default shall continue
for thirty (30) days after Licensor gives written notice of such default
to Licensee.
(ii) Licensee shall fail to satisfy any judgment against Licensee within
(30) days after the judgment is entered and becomes final; or
(d) Upon
Notice by Licensor. Licensor, at its option, may terminate this Agreement
immediately upon notice to Licensee, if
(i) The
"principal operator" (if one is required) or a trained manager is
convicted of or pleads nolo contendere to a felony or crime involving
moral turpitude or is convicted of or pleads nolo contendere to any
other crime or offense likely to adversely affect the reputation or
goodwill of Licensor, the Proprietary Marks or the MDR System; or
(ii) Licensee or any of its officers, directors, shareholders, partners,
equity owners, agents or employees converts or embezzles any funds or
property of Licensor or any third party; or
(iii) Licensee shall make a willful material misrepresentation, verbally
or in writing, or fails to make a material disclosure, to Licensor or
any federal, state or local governmental authority or in any offer or
sale of securities related to Licensee or the Licensed Business; or
(iv) The continuance, in whole or in part, of Licensee's operation of
the Licensed Business is materially impaired by any federal, state or
local law, statute, ordinance or regulation, or interpretation thereof,
or by the actions of any civil or military authority purporting to act
thereunder, or by acts of God, war or civil disorders, or- by labor
union activity; or
PARAGRAPH 16
EFFECTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION (WITHOUT RENEWAL) OR
EXPIRATION
Upon termination or expiration of this Agreement for any of the reasons set
forth in Paragraph 14, all rights of Licensee hereunder shall cease,
Licensee shall immediately cease all use of the MDR System, the Proprietary
Marks and the Confidential Information, and Licensee shall pay to Licensor
all sums then due plus damages for the right to receive subscription and
license fees for each year or portion thereof remaining in the then current
original term or renewal term of this Agreement, as appropriate, together
with any other damages suffered by Licensor as a result of such default, and
Licensee shall have no further claim hereunder. The damages for subscription
and license fees due during the remainder of the original term of this
Agreement shall be calculated at Three Hundred ($300.00) dollars per month
for the remaining months of the “Term”. Licensee shall pay to
Licensor in addition to any amounts found to be due and owing, all expenses
incurred by Licensor as a result of any such default, including reasonable
attorneys' fees. Such termination, however, shall not affect the obligation
of Licensee hereunder to take action or abstain from taking action after the
termination hereof.
Upon any termination of this agreement, whether by reason of lapse of time,
default in performance or other cause or contingency, Licensee shall (1)
forthwith return to Licensor all material furnished by Licensor containing
trade secrets, operating instructions or business practices, methods or
procedures, such as training manual, CD’s, system standards manual,
etc. or in lieu of returning the materials, Licensee agrees to pay Licensor
the amount of Five Hundred ($500.00) dollars. (2) Discontinue all use of the
Proprietary Marks, and the use of any and all signs bearing such marks, or
any reference whatever thereto, (3) not thereafter (i) operate or do
business under any name or in any manner that could give the general public
the impression that this agreement is still in force or that Licensee has
any relationship with Licensor, or has any right to use the MDR System or
its trade names, trademarks or service marks; (ii) assist anyone not
licensed to use the MDR System in the MDR System.
PARAGRAPH 17
SUCCESSORS
This agreement and the covenants, restrictions and limitations contained
herein shall be binding upon and shall inure to the benefit of Licensor and
its successors and assigns and shall be personally binding on Licensee
(including the individuals executing this agreement on behalf of the
corporation if Licensee is a corporation) and its or their respective heirs,
executors, administrators, successors and assigns.
PARAGRAPH 18
CONSTRUCTION
All terms and words used in this agreement, regardless of the number and
gender in which they are used, shall be deemed and construed to include any
other number, and any other gender, as the context or sense of this
agreement or any provision hereof may require, as if such words had been
fully and properly written in the appropriate number and gender. All
covenants, agreements and obligations assumed herein by Licensee shall be
deemed to be joint and several covenants, agreements and obligations of each
of the persons named as Licensee, if more than one person is so named.
PARAGRAPH 19
NOTICES
Whenever notice is required or permitted to be given under the terms of this
agreement, it shall be given in writing, and be delivered personally, by
certified, express or registered mail, or by an overnight delivery service
(e.g., Federal or Airborne Express), postage prepaid, addressed to the party
for whom intended. All such notices shall be addressed to the party to be
notified at the respective addresses first above written, or at such other
address or addresses as the parties may from time to time designate in
writing.
PARAGRAPH 20
APPLICABLE LAW
The terms of this agreement shall be interpreted and construed in accordance
with the laws of the State of GEORGIA. Should Licensor institute an action
that in any way arises out of this agreement or any alleged breach thereof,
Licensor, if it prevails, shall recover from Licensee, in addition to any
other relief, its costs and reasonable attorneys' fees incurred in
prosecuting such action. Should Licensee institute an action against
Licensor or any of Licensor's agents or employees for any claim arising out
of or related to this agreement, Licensor (or its agents or employees), if
it prevails, shall recover from Licensee its costs and reasonable attorneys'
fees incurred in defending such action. Licensor and Licensee agree that any
action relating to this agreement will be instituted and prosecuted in
either the state or federal courts located in Cobb County, Georgia, and
further agree to waive any rights or objections to the jurisdiction or venue
of any such actions when filed in such courts.
PARAGRAPH 21
WAIVER
No waiver, delay, omission or forbearance on the part of Licensor to
exercise any right, option, duty or power arising from any default or breach
by Licensee shall affect or impair the rights of Licensor with respect to
any subsequent default of the same or a different kind; nor shall any delay
or omission of Licensor to exercise any right arising from any such default
affect or impair Licensor's rights as to such default or any future default.
PARAGRAPH 22
SEVERABILITY
If any term, restriction or covenant of this agreement is deemed invalid or
unenforceable, all other terms, restrictions and covenants and the
application thereof to all persons and circumstances subject hereto shall
remain unaffected to the extent permitted by law; and if any application of
any term, restriction or covenant to any person or circumstance is deemed
invalid or unenforceable, the application of such terms, restriction or
covenant to other persons and circumstances shall remain unaffected to the
extent permitted by law.
PARAGRAPH 23
ENTIRE AGREEMENT
This agreement and any addendum hereto contains the entire agreement between
the parties hereto relating to the operation of the Licensed Business and
there are no representations, inducements, promises, agreements,
arrangements or undertakings, oral or written, that have been relied upon by
the parties other than those set forth herein. No agreement of any kind
relating to the matters covered by this agreement shall be binding upon
either party unless and until the same is made in writing and executed by
all interested parties.
PARAGRAPH 24
LICENSEE'S ACKNOWLEDGMENTS
(a) Licensee assumes sole responsibility for the operation of the Licensed
Business and acknowledges that, while Licensor may furnish advice and
assistance to Licensee from time to time during the term of this agreement,
Licensor has no legal or other obligation to do so except as specifically
set forth herein. In addition, Licensee acknowledges that Licensor does not
guarantee the success or profitability of the Licensed Business in any
manner whatsoever and shall not be liable therefore; in particular, Licensee
understands and acknowledges that the success and profitability of the
Licensed Business depends on many factors outside the control of either
Licensor or Licensee (such as interest rates, unemployment rates,
demographic trends and the general economic climate), but principally depend
on Licensee's efforts in the operation of the Licensed Business.
Licensee understands and acknowledges that there are significant risks in
any business venture and that the primary factor in Licensee's success or
failure in the business licensed hereunder will be Licensee's own efforts.
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