CONTENT/CURRICULUM LICENSE AGREEMENT:
CONTENT/CURRICULUM LICENSE AGREEMENT:
{non medical}
This Content License Agreement (“Agreement”) is hereby made on your date of purchase for Baby Planner Inc. | April Beach.com Curriculum for License Classes (“Effective Date” is date of purchase) between Your Company (“Client”), and Baby Planner, Inc. (“Consultant or “Baby Planner”), 2770 Arapahoe Road, # 132-232, Lafayette, CO 80026, according to the following terms, conditions, and provisions:
RECITALS
WHEREAS, BABY PLANNER | AprilBeach.com owns or has the right to distribute baby planning services consulting and content as set forth in Schedule A attached hereto, in whatever medium and format the services and Content may, from time to time, exist (the “Content”) and CLIENT seeks consulting services from BABY PLANNER; and
WHEREAS, CLIENT desires to obtain a license for the Content and BABY PLANNER desires to grant a license to CLIENT, in the form described herein, to allow CLIENT to provide certain services, including, but not limited to, consulting and training services relating to baby planning Content:
ARTICLE 1. SERVICES
During the term of this Agreement, Consultant may perform (but is not obligated) consulting services for Client as described in Schedule A (“Services”) and provide those training and course materials as listed in the Deliverables Section of Schedule A (collectively “Course Materials”). Consultant will have no obligation to perform services, in connection with any consulting, support or updating of content until the parties have agreed in writing upon the effect of such change in the applicable fees and/or delivery schedule.
ARTICLE 2. CONTENT OWNERSHIP, LICENSE, PROVISION and USE.
2.1 Content Provided. BABY PLANNER will provide to CLIENT the Content, described as Parenting Classes (“CLASSES”) Deliverables as more fully set forth in Schedule A attached, and upon receipt of payment from Client of the Fees (“Fees”) as set forth in Article 4.1. BABY PLANNER does not warrant that the Content is error free. The Content will be delivered in a format which will be mutually agreed upon by the Parties.
2.2 Permitted Use. CLIENT may use, reproduce, transmit, publicly display, and distribute the Content in print format or local presentation only except that CLIENT shall not be permitted to distribute the Content in competition with BABY PLANNER’s current use of the Content in digital or electronic media formats, and may not display, teach or distribute content within any healthcare facility, medical office, hospital, medical facility or similar location for natural or conventional medical care, unless it has obtained BABY PLANNER’s prior written approval. Client may explain the CLASSES on its existing website or in a completely new/separate website but any BABY PLANNER copy written guides, checklists, classes or articles may not be available for digital download from any current or future Client website or recorded and displayed on the web. Further, Client may only distribute such hard copy Content from its physical facility or class location. BABY PLANNER specifically reserves the exclusive right to distribute the Content in such digital and electronic formats as well as print format other than through Client’s physical facility. Distribution in any medium and format that does not currently exist and which may be developed by BABY PLANNER in the future is similarly reserved exclusively to BABY PLANNER.
2.3 Content Revision. If Client has chosen the editable version of the program content BABY PLANNER will provide access to .ppt editable format for client to make revisions or updates. CLIENT may promptly and without the prior written consent of BABY PLANNER make any changes in the Content to correct errors. Edited content remains the copy written property of BABY PLANNER and all distribution rights in 2.2 and ownership rights in 2.4. CLIENT may not distribute, license, reverse engineer, sell or distribute any CLASSES edited or unedited.
2.4 Content Ownership and License. BABY PLANNER will retain all right, title and interest in and to the Content worldwide (including, but not limited to, ownership of all copyrights, patent rights, trade secrets and other intellectual property rights in or to the Content). Subject to the terms and conditions of this Agreement, BABY PLANNER hereby grants to CLIENT a limited, royalty-free (except for the payments set forth in Section 2.1 above), non-transferable license to use, reproduce, transmit, publicly display, and distribute the Content in paper format, private home settings or in facility class only. CLIENT acknowledged and agrees that BABY PLANNER and/or its licensees may be providing baby planning services or CLASSES and/or distributing the Content in paper, electronic or digital format within the area of your location.
Furthermore, said license effective for 2 years unless CLIENT has purchased additional terms (so long as Client is not in breach of this Agreement), be a non-exclusive license. Upon termination of the period, Client may use the CONTENT subject to all other use restrictions contained in Section 2 of this Agreement at BABY PLANNER digression. Such license of CONTENT may be revoked by BABY PLANNER at any time should fees not be paid or Client violates the terms of this Agreement. BABY PLANNER reserves unto itself exclusive worldwide rights to distribute the Content in its current use and with any revisions on its internet site and to other licensees and in other formats.
2.5 Copyright Notice Required. CLIENT will ensure that all Content provided by BABY PLANNER shall bear notice of copyright by BABY PLANNER in any media or format that it is distributed by CLIENT.
Article 3. TRADEMARK OWNERSHIP AND LICENSE
3.1 Baby Planner Trademark Ownership. BABY PLANNER will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, registered or not, and any applications therefor, and including any goodwill associated therewith, subject to the limited license granted to CLIENT hereunder. Any use of any such trademarks by CLIENT shall inure to the benefit of BABY PLANNER and
CLIENT shall take no action that is inconsistent with BABY PLANNER's ownership thereof. Baby Planner reserves the right to change the name of Baby Planner’s class baby planning program only during the development of it in the event that a trademark is unavailable.
3.2 Client Trademark Ownership. CLIENT will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, registered or not, and any applications therefor, and including any goodwill associated therewith, subject to the limited license granted to BABY PLANNER hereunder. Any use of any such trademarks by BABY PLANNER shall inure to the benefit of CLIENT and BABY PLANNER shall take no action that is inconsistent with CLIENT's ownership thereof.
3.3 All such advertising and branding of the Content shall be in accordance with each Party's reasonable policies regarding advertising and trademark usage as established from time to time.
3.4 Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as described in this Agreement.
3.5 Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other except (1) As the parties may agree in writing; or (2) to the extent permitted by applicable law.
ARTICLE 4. PAYMENTS
4.1 Fees and Expenses. Fees for Services and for the Content License Fee (collectively “Fees”) are as set forth the purchase process. Fees are subject to change annually. Failure of Client to make any payment of any Fees when due shall be deemed to be a material breach of this Agreement and shall be sufficient cause for the immediate termination of the Services. If CONSULTANT must sue to collect Fees, CONSULTANT is entitled to recover its reasonable attorney’s fees should it prevail in such suit.
4.2 Time of Payment. Any sum due Consultant under this Agreement for which payment is not otherwise specified in Schedule B will be due and payable 30 days after receipt by Client of an invoice from Consultant. Any fees or payments owing to Consultant under this Agreement that are not paid when due will bear interest at the rate of one and one-half percent per month, but in no event greater than the highest lawful rate of interest, calculated from the date such amount was due until the date payment is made.
4.3 Taxes. Fee and expense amounts are net to Consultant. Client will bear all taxes, duties, levies, tariffs and other government charges (and any related interest and penalties), however designated, imposed as a result of the existence of or performance by the parties under this Agreement, except any taxes due on the income of Consultant. Taxes paid or payable by Consultant will be invoiced to and paid by Client.
4.4 Refunds. All sales are final. We do not issue refunds on content, courses or materials.
ARTICLE 5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
5.1 General Obligations.
(i) “Confidential Information” means any information or material which is proprietary to a party, whether or not marked confidential, restricted, proprietary or with a similar designation and includes any information which such party obtains from any third party and treats as proprietary or designates as Confidential Information, whether or not owned by such party. Consultant Confidential Information includes the terms of this Agreement, its pricing and Services methodologies.
(ii) Each party's Confidential Information will remain the property of that party except as expressly provided otherwise by the other provisions of this Agreement. Except as otherwise provided in this Agreement, Confidential Information will be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own confidential or proprietary information. Neither party will disclose, publish, release, transfer, nor otherwise make available the other party’s Confidential Information in any form to, or for the use or benefit of, any person or entity without the other party's consent. Each party will each use at least the same degree of care to prevent disclosing to third parties the Confidential Information of the other party as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature, but in any event no less than a reasonable degree of care. Each party will, however, be permitted to disclose relevant aspects of the other party's Confidential Information to its officers, agents, subcontractors, and employees and to the officers, agents, subcontractors, and employees of its Affiliates to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement and the party to whom such Confidential Information has executed an appropriate agreement protecting the confidentiality of such Confidential Information at least to the same extent as provided in this Agreement.
(iii) Notwithstanding the foregoing, the obligations in this Section 3.01 will not apply with respect to information which (a) is developed by the other party without violating the disclosing party's proprietary rights, (b) is or becomes publicly known (other than through unauthorized disclosure), (c) is disclosed publicly by the owner of such information, (d) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into before the Effective Date between Client and Consultant, or (e) is rightfully received by a party free of any obligation of confidentiality. In addition, a party will not be considered to have breached its obligations by disclosing Confidential Information of the other party as required to satisfy any legal requirement of a competent government body provided that, immediately upon receiving any such request and to the extent that it may legally do so, such party advises the other party promptly prior to making such disclosure, and provides reasonable assistance to the other party, so the other party may object to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.
5.2 Unauthorized Acts. Each party will: (i) notify the other party promptly of any material unauthorized possession, use, or knowledge, or attempt thereof, of the other party's Confidential Information by any person or entity which may become known to such party, (ii) promptly furnish to the other party full details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist the other party in investigating, minimizing the impact of, and preventing the recurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of either party’s Confidential Information, (iii) use reasonable efforts to cooperate with the other party in any litigation and investigation against third parties deemed necessary by the other party to protect its proprietary rights and (iv) promptly use all reasonable efforts to prevent a recurrence of any such unauthorized possession, use, or knowledge of either party’s Confidential Information. Each party will bear the cost it incurs as a result of compliance with this Section 5.2.
5.3 Intellectual Property Rights; Ownership of Content, Classes, Services and the Course Materials. The Client agrees that Consultant owns all rights, title and interest, including but not limited to copyright, patent, trade secret, and all other intellectual property rights in
the Content, Classes, Services and the Course Materials provided to Client and any changes, modifications enhancements or corrections to the Content, Services , and./or Course Materials. If the Client is ever held or deemed to be the owner of any copyright rights in the Content, Services, Course Materials or any changes, modifications enhancements or corrections to the Content, Services or Course Materials, then The Client hereby irrevocably assigns all such rights, title and interest to Consultant, and agrees to execute all documents necessary to implement and confirm the letter and intent of this Section. Client, on its own behalf and on behalf of its employees, agents and independent contractors, agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Content, Services or the Course Materials.
5.4 License Grant for Services and Baby Planner Course Materials Subject to the terms and conditions set forth in this Agreement, CONSULTANT hereby grants to the Client a limited, nonexclusive, nontransferable, terminable license to the use of the CONSULTANT Course Materials, Classes and Service, solely for Clients own internal business purposes for a period not to exceed the Term hereof. Specifically excluded from the License is the right to redistribute, reproduce, transfer, disseminate, sell, publish or sublicense the Service or the Course Materials to any officer, director or employee of Client who is not a Participant or to any third party. “Course materials” in reference to the CLASSES may be “trainer guides”, presentations, helpful forms, sample content and additional materials.
ARTICLE 6. WARRANTY; DISCLAIMER
6.1 Consultant Warranty. Consultant represents and warrants that it has the requisite right and legal authority to grant the Content license and provide the Services and the Course Materials as contemplated by this Agreement.
6.2 Consultant Disclaimer. EXCEPT AS SET FORTH HEREIN, CONSULTANT MAKES NO WARRANTIES REGARDING ITS PERFORMANCE UNDER THIS AGREEMENT AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT IS NOT PROVIDING ANY MEDICAL OR LEGAL ADVICE AND IS PROVIDING SERVICES AND COURSE MATERIAL TO CLIENT ON AN INFORMATIONAL BASIS ONLY; NOTHING IN THE CONSULTANT’S MATERIALS SHOULD BE CONSTRUED AS FORMING AN ATTORNEY-CLIENT RELATIONSHIP. FURTHER, BABY PLANNER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES, CONTENT, CLASSES, CONSULTING IN TERMS OF CORRECTNESS, ACCURACY, MEDICAL KNOWLEDGE, PRODUCT RELIABILITY, LINKS, REFERENCES, ACCESSIBILITY, RELIABILITY, OR OTHERWISE. CLIENT ASSUMES SOLE RESPONSIBILITY FOR ITS USE OF THE SERVICES DELIVERED HEREUNDER TO ACHIEVE CLIENT’S INTENDED RESULTS AND THE RESULTS ACTUALLY OBTAINED FROM THE USE OF THE SERVICES. THE LIMITED WARRANTY CONTAINED HEREIN, BUT NOT THE EXCLUSIONS AND WAIVERS OF WARRANTIES CONTAINED HEREIN, SHALL TERMINATE AND BECOME NULL AND VOID TO THE EXTENT THAT ANY BREACH OF SUCH WARRANTY ARISES FROM THIRD PARTY PRODUCTS OR OTHER ITEMS OR SERVICES PROVIDED BY ANY PERSONS OR ENTITIES OTHER THAN BABY PLANNER. CLIENT FURTHER UNDERSTANDS AND AGREES THAT CLIENT SHALL LOOK SOLELY TO THE MANUFACTURER OF ANY THIRD PARTY PRODUCTS OR THIRD PARTY SOFTWARE PURCHASED OR USED BY CLIENT AND ITS END USERS IN CONJUNCTION WITH THE SERVICES SURROUNDING ANY CLAIM THAT SUCH THIRD PARTY PRODUCT OR THIRD PARTY SOFTWARE IS DEFECTIVE OR INFRINGES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. FURTHER,BABY PLANNER DOES NOT WARRANT THAT CLASS CONTENT IS REAMIN CURRENT DURING THE TERM OF LICENSE AND IT IS THE SOLE RESPONSBILITY OF CLIENT TO ASSURE CONTENT IS ACCURATE. CLIENT IS RECOMMENDED TO CARRY LIABILITY INSURANCE ACCORDINGLY.
6.3 Client Warranty. CLIENT warrants that it has the full and unrestricted right, power and authority to enter into and perform this Agreement. CLIENT further warrants, represents and covenants that it is not relying upon such Content, Services and Course Materials for medical information but solely as a planning and organizational tool for its customers.
EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OR CONTENT OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.
ARTICLE 7. INDEMNITY
7.1 Baby Planner Indemnity. BABY PLANNER will indemnify, defend and hold harmless CLIENT, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from (1) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content.
7.2 Client Indemnity. CLIENT will indemnify, defend and hold harmless BABY PLANNER, its affiliates, officers, directors, employees, consultants and agents from any and all third, party claims, liability, damages and/or costs (including but not limited to, attorney’s fees) arising from (1) Its breach of any warranty, representation or covenant in Section 6.03; or (2) any claims by a third party resulting from any personal injury or death or damage to real property or personal property caused by the negligence or willful misconduct of Client’s employees, affiliates or contractors.
ARTICLE 8. TERM AND TERMINATION
8.1 Term. The term of this Agreement will commence 2 years from date of purchase, unless otherwise arranged in purchase agreement, or it is terminated under this Article 8.
8.2 Termination for Convenience. Either party may terminate this agreement after giving 30 days written notice to the other of intent to terminate without cause. The parties shall deal with each other in good faith during the 30 day period after any notice of intent to terminate without cause has been given. If the CLIENT terminates this agreement, the CLIENT shall be liable for any fees and expenses incurred by CONSULTANT but not yet paid at the time of termination.
8.3 Termination with Cause. This Agreement may be terminated by either party on breach by the other party that remains uncured 30 days after notice specifying the breach with particularity. If termination is the result of Consultant’s breach, Client will not be liable for any fees and expenses incurred by Consultant but not yet paid at the time of termination if those fees and expenses are directly related to the cause of the termination. If termination is the result of the Client’s breach, Client is responsible for payment of all fees and expenses incurred but not paid by Client through the time of termination.
8.4 Survival. The terms of the following Articles will survive the expiration of this Agreement or termination of this Agreement for any reason: 2, 3, 4, 5 6, 7, 8, 9, 10 and 11.
9. LIMITATION OF LIABILITY
9.1 Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTIONS OR OTHER ECONOMIC LOSS ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON- PERFORMANCE OF OBLIGATIONS HEREUNDER, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Exclusive Remedy. For any breach of BABY PLANNER’s warranties stated in Section 6.1 of this Agreement, Client’s exclusive remedy and BABY PLANNER’s entire liability shall be for BABY PLANNER to use commercially reasonable efforts to cause the BABY PLANNER Content to comply with the foregoing warranties. In the event BABY PLANNER determines, in BABY PLANNER’s sole discretion, that modification of the Services cannot be provided within a reasonable time after notification of such nonconformity by Client, Client may terminate this Agreement. IN NO EVENT SHALL BABY PLANNER BE LIABLE for more than the total amount paid under this agreement.
10. DISPUTE RESOLUTION
10.1 Equitable Relief. The parties agree that any breach of either of the parties' obligations regarding trademarks, service marks or trade names and/or confidentiality would result in irreparable injury for which there is no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks or trade names or confidentiality, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction. For the purposes of this section only, the parties consent to venue in either the state courts of the county in which Baby Planner has its principal place of business or the United States District Court for the District of Colorado.
10.2 Mediation In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks, service marks or trade names and/or confidentiality, cannot be resolved through good faith negotiation within 30 days after notice of dispute is provided to the other party, the parties will submit the Dispute to non- binding mediation by a mediator mutually selected by the parties. If the parties are unable to agree upon a mediator, the American Arbitration Association shall appoint the mediator. In any event, the mediation shall take place within 30 days of the date that a party gives the other party written notice of its desire to mediate the dispute. The cost of the mediation shall be borne equally by all parties.
10.3 Arbitration
If the dispute is not resolved by mediation pursuant to Section 10.2 it shall be resolved by arbitration in Denver, Colorado in accordance with the Commercial Arbitration Rules of and by the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof. The decision of the arbitrators shall be final and conclusive. If an arbitration proceeding is brought pursuant to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements incurred in addition to any other relief to which such party may be entitled. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrator/panel members may disclose the existence, content or results of the arbitration, except as necessary to enforce award or to comply with legal or regulatory requirements. Before making any such disclosure, the party intending to make the disclosure shall give the other party written notice of such intention and shall afford the other party a reasonable opportunity to protect its interests, which such period shall not be less than twenty (20) days from the non-disclosing party's receipt of the aforementioned written
ARTICLE 11. MISCELLANEOUS PROVISIONS
11.1 Notices. Except as otherwise specified in this Agreement, all notices, requests, approvals, and consents and other communications required or permitted under this Agreement will be SENT BY EMAIL. Notice will be effective on the date of receipt. Any writing, which may be sent pursuant to the foregoing may also be delivered by hand or transmitted by confirmed fax and will be effective when received by the addressee. Either party may change its email address for notification purposes by giving the other party notice of the new address and the date upon which it will become effective.
11.2 Force Majeure. Neither Client nor Consultant will be liable for any failure or delay in the performance of its obligations (except monetary payments) pursuant to this Agreement to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labor difficulties, court order, third party nonperformance, errors, omissions, intentional or negligent acts (except acts by the non-performing party's agents or subcontractors), or any other similar cause beyond the reasonable control of such party.
11.3 Assignment. Client may not assign or transfer this Agreement without the prior written consent of the other party, which will not be unreasonably withheld. This Agreement is binding on the parties hereto and their respective successors and permitted assigns.
11.4 Counterparts, Headings, “including.”
The article and section headings are for reference and convenience only and will not be considered in the interpretation of this Agreement. The term “including” means by way of example and not of limitation. This Agreement may be executed in any number of counterparts, all of which taken together will constitute one single agreement between the parties.
11.5 Relationship. The parties intend to create an independent contractor relationship and nothing contained in this Agreement will be construed to make either Consultant or Client partners, joint ventures, principals, agents, or employees of the other. Consultant will pay the taxes, withholdings and workers compensation charges based on the wages paid to its employees, and its contractors will agree to make such legally required payments themselves. Neither party will have any right, power, or authority, express or implied, to bind the other. Except as set forth in this Agreement, Consultant alone will be responsible for determining the method, details, and means of performing its duties and obligations under this Agreement.
11.6 Consents, Approvals, Agreements and Requests. Except as specifically set forth in this Agreement, all consents, approvals, acceptances, or similar actions to be given by either party under this Agreement will be made in writing by email and not be unreasonably withheld or delayed.
11.7 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, it will be deemed to be modified to the minimum extent necessary to be valid and enforceable. If it cannot be so modified, it will be deleted and the deletion will not affect the validity or enforceability of any other provision unless, as a result, the rights of either party are materially diminished or the obligations and burdens of either party are materially increased so as to be unjust or inequitable.
11.8 Governing Law. This Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and be governed by the laws of the State of Colorado, without giving effect to conflicts of law principles.
11.9 Time to Bring Claim. No action will be brought against either Consultant or Client more than 12 months after the cause of action first arises.
11.10 Waiver. No delay or omission by either party to exercise any right or power it has under this Agreement will impair or be construed as a waiver of such right or power. A waiver by any party of any breach or covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
11.11 Entire Agreement. This Agreement, including the attached Schedules, represents the entire agreement between the parties regarding the provision by Consultant of services, and supersedes and terminates any prior communications, representations, understandings, or agreements between the parties relative to such subject matter. No terms in an order form or other document will be binding on Consultant unless it has specifically agreed to them.
11.12 Amendments. No amendment to, or change, or discharge of, any provision of this Agreement will be valid unless in writing and signed by an authorized representative of the party against which such amendment, change, or discharge is sought to be enforced.
11.13 Solicitation. Except as otherwise agreed to by the parties, if Client hires any employee or contractor of Consultant who performed Services for Client, within 12 months of completing such performance of Services, Client will pay Consultant a conversion fee of 25% of the annual base salary if hired as an employee or the annualized payments if hired as a contractor.
11.14 Publicity. Consultant will have the right to use Client’s name and logo, if any, in marketing materials and on its website to identify Client as a customer of Consultant.
Consultant:
Baby Planner, Inc. By: /April Beach/ Its: President
Baby Dream Gear Class Specific: Client assumes responsibility to secure demonstration products from manufacturers for use in the Baby Gear class. Should Client elect to have Consultant manage manufacturer relations for the Baby Gear Class, an additional minimum fee of $2200 will be assessed for manufacturer support. Further, Consultant will not guarantee availability to manage manufacturer relations if not elected upon contract signing, nor the successful obtaining of products should manufacturer relation support be managed by Consultant.
Schedule A: 
Statement of Work and Budget
1. Deliverables and Timing
CLASSES DELIVERABLES may include the following: Not all classes will contain all deliverables.
Digital Download of content:
· Class power point presentation (.PDF format) 

· Class trainer guide 

· Class Evaluation 

· Class Sign in sheet 

· Class project plan document 

· Class roles and responsibilities document 

· Class promotion samples 

· Class logo, branding or marketing images

The following items are not included with these Services: 

· Marketing of the Classes to Client’s prospective customers. 

· Management or operation of Classes and/or the overall business programming 

· Client internal Project Management and implementation including communication, obtaining necessary 
approvals, preparing requested documents, management to meet deadlines and further project management on behalf of Client. 

· Creation of additional Content beyond that listed in Schedule A as requested by Client 

· Printing, Investigation of print options and all costs and management of desired printing 

· Class logistics including all equipment, location and supplies desired by Client to host classes 

· Additional items not listed in Deliverables above 

· Consultant will not be providing any medical advice, diagnosis or treatment nor legal advice and Consultant’s 

· Scope of Service is limited to the above Baby Planner Training and is not meant to be a substitute for medical, 
legal or other professional counsel.