Complete Coaching System License Agreement

DEFINITIONS AND INTERPRETATION

The definitions and rules of interpretation in this clause apply in this Agreement.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Confidential Information: any information (including, without limitation, in written, oral, visual or electronic form, or on tape or disk) which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence. This includes know-how and information about design, development, specifications, manuals, instructions, customer lists, sales, marketing, promotion, distribution, business plans, forecasts, and technical or other expertise.

Content: the content listed at [INSERT HYPERLINK TO CONTENT LIST] as amended from time to time and all other content including text, information, data, software, executable code, images, audio, or video material in any medium or form provided by the Licensor to the Licensee.

Derivative Work: work generated or developed following the date of this Agreement which is based on the Content or an underlying work in relation to this (including but not limited to, presentations, workshop material, slideshows, talks, courses, podcasts, video and streaming works, translations, musical arrangements, dramatisations, motion picture versions, fictionalisations, sound recordings, art reproductions, abridgements, condensations, or any other form in which a work may be recast, transformed or adapted).

End User: those persons to whom the Licensee makes any presentation using the Content or makes available any of the Content.

Intellectual Property: patents, rights to inventions, copyright and related rights, rights in software, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Licence: the licence to use the Content granted under this Agreement, the details of which are set out at [HYPERLINK TO LICENCE RECORD].

Licence Fee: the fees payable for the licence granted under this Agreement as set out at [HYPERLINK TO LICENCE RECORD].

Licence Period: the period from the date of this Licence until the Termination Date.

Licensed Products: the material delivered by the Licensee to End Users) which includes or uses the Content.

Purpose: the reason for which, and the manner in which, the Licensee may use the Content, being limited to the coaching of individuals and teams but excluding the provision of coaching or training to any person to enable that person to become a trainer or train others using the Content.

Reserved Rights: all rights in, or in relation to, the Content that are not expressly granted to the Licensee under this Agreement (whether known now, or created later, and whether or not in the contemplation of the parties at the time of this Agreement).

Scheme: the Complete Coaching System Membership Scheme.
Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to one gender includes all genders.
The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
A reference to writing or written includes email but not fax.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

GRANT OF LICENCE

The Licensor hereby grants to the Licensee a non-transferable, non-exclusive licence to use the Content during the Licence Period for the Purpose.
The licence granted to the Licensee is strictly limited to, and the Licensee shall use the Content solely for, the Purpose.
The Licensee shall not grant sub-licences, in whole or in part, of any of the rights granted under this Agreement, or sub-contract any aspects of exploitation of the rights licensed to it, without the Licensor's prior written consent. However, the Licensee may grant sub-licences to End Users to use the Licensed Products on terms that prohibit those End Users from granting any further sub-licence.
The Licensor may require the removal of, or editorial revisions to, any of the Content licensed to the Licensee under this Agreement at any time. The Licensee agrees to effect that removal or editorial revisions within 28 days of receipt of the request.
The Licensee may develop the Content, and create Derivative Works from it provided that where the Derivative Work includes any of the Content that part of the Derivative Work:
1. may be used only for the Purpose;
2. must specify all of the Content that is licensed by the Licensee;
3. must be used in accordance with all relevant brand guidelines as set out at [HYPERLINK TO BRAND AND BRAND GUIDELINES] as amended from time to time;
4. must not be a white label copy of the whole or substantially the whole of the Content;
5. must not contain any Derivative Work based on the assessments and diagnostics provided by the Licensor.

LICENSOR'S RIGHTS

The Licensor expressly retains the Reserved Rights for its own and third party exploitation.
The Licensor may develop, market, sell and promote Derivative Works and may exploit (including by licensing it to third parties) the Content in any media, format or products and for purposes other than the Purpose.
The Licensor may withdraw any Content at any time by notice in writing and require the Licensee to cease all use of that part of the Content which the Licensor has withdrawn, including the removal of such Content from any Derivative Works created by the Licensee. Where the Licensor gives such notice the Licensee shall cease all use of that Content within 28 days of the date of the notice.
The Licensor may require the Licensee to cease all use of the Content or any part of the Content if it reasonably believes that the Licensee's use of that Content infringes the Intellectual Property Rights of any third party for any reason, or breaches any applicable law or regulation. In this instance, the Licensor may, at its option either:
1. provide the Licensee with alternative Content so as to avoid the infringement; or
2. terminate this Agreement immediately on written notice either in respect of all Content or limited to the affected Content.
Where the Licensor terminates this Agreement or the Licence of any part of the Content:
1. where the reason for termination arises from a breach of the terms of this Agreement by the Licensee, the Licensee shall not be entitled to any refund of any part of the Licence Fee;
2. where the reason for termination arises without fault on the part of the Licensee, the Licensor shall refund to the Licensee a pro rata part of the Licence Fee reflecting the unexpired portion of the Licence Fee paid for the Licence that was terminated.
The amendment or updating of the Content, or the withdrawal of any part of the Content, by the Licensor from time to time shall not be treated as termination of this Agreement or any Licence.

LICENSEE'S OBLIGATIONS AND RIGHTS

The Licensee shall comply with all applicable laws in performing its obligations and exercising its rights under this Agreement.
The Licensee shall obtain, at its own cost, all clearances, consents and provisions (including from any relevant authorities, collecting societies and other relevant third parties) that are required in connection with its exploitation of the Content, and shall pay any applicable fees and royalties to any relevant collection societies in accordance with their rules.
The Licensee shall not, and shall procure that any End Users and permitted sub-licensees shall not, infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988) that subsist in respect of the Content.
The Licensee shall ensure that the Content is kept secure and in an encrypted form, and shall use its best endeavours to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Content which arises from use or release of the Content by the Licensee or the use or release of any Derivative Work by the Licensee.
If the Licensee becomes aware of any misuse of any Content, or any security breach in connection with this Agreement that could compromise the security or integrity of the Content or otherwise adversely affect the Licensor, the Licensee shall promptly notify the Licensor and shall offer such reasonable co-operation as is requested by the Licensor to deal with any such misuse or security breach.

USE BY END USERS

The Licensee shall require all End Users, before the Licensee delivers any Content to them, to agree to terms and conditions of use of the Content that:
1. incorporate any specific terms required by the Licensor and set out at [INSERT HYPERLINK TO A PAGE TO LIST YOUR REQUIREMENTS, IF ANY ] as amended from time to time;
2. require them to comply with all applicable laws in using the Content;
3. state that the Content being supplied is only for the End User's personal use in both their work and personal life;
4. prohibit reproduction or distribution of Content that violates applicable law; and
5. contain a reservation for the Licensor of all Intellectual Property Rights and other rights in the Content.

INTELLECTUAL PROPERTY RIGHTS

The Licensor retains ownership of all Intellectual Property Rights in the Content, and in any Derivative Works which the Licensor may create.
If the Licensor is notified that the Content contains any Intellectual Property Rights which belong to a third party, the Licensor may:
1. procure the right for the Licensee to use the third party Intellectual Property Rights; or
2. modify the Content so that it no longer infringes the third party Intellectual Property Rights; or
3. replace that Content with alternative material; or
4. terminate the Licence of that part of the Content and, where the terminated part is a material part of the Content which is the subject of this licence, refund to the Licensee a reasonable part of the Licence Fee which has been paid by the Licensee to reflect the proportion of the Content which is no longer available to the Licensee.
If the Licensee creates a Derivative Work any part of the Content which is included in the Derivative Work shall be used solely under the terms of this Agreement.
If the Licensee develops any changes, updates or improvements to the Content which do not qualify as a Derivative Work, it will notify the Licensor and provide details to enable the Licensor to review those changes, updates or improvements. If the Licensor wishes to incorporate any of those changes, updates or improvements into the Content it will notify the Licensee and the Licensee shall assign to the Licensor all Intellectual Property Rights in those changes, updates or improvements by way of assignment of copyright and database right.

LICENCE FEES

The Licensee shall pay the Licence Fees at the rate and as specified in the Licence.

TAXES AND WITHHOLDINGS

All payments to be made by the Licensee under this Agreement are exclusive of:
1. value added tax (if applicable);
2. consumption tax,
3. other sales tax; and
4. customs duty, which shall be payable by the Licensee in addition.
All payments to be made by the Licensee under this Agreement (except any deduction or withholding which is required by law) shall be paid free and clear of any deductions or withholdings for, or on account of:
1. tax;
2. set-offs; or
3. counterclaims.
  For any deduction or withholding required by law, the sum payable by the Licensee required under this deduction or withholding shall be increased to the extent necessary to ensure that, after making such deduction or withholding, the Licensor receives and retains (free from any liability in respect of the deduction or withholding) a net sum equal to the sum it would have received if no such deduction or withholding had been made or had been required to be made. If the Licensor subsequently receives a credit for the deduction or withholding, it shall immediately pay the amount of the credit to the Licensee. A credit shall only be deemed to be received by the Licensor if it has relieved the Licensor of a present obligation to pay tax.
If the Licensee fails to make any payment due to the Licensor under this Agreement by the due date for payment, then, without limiting the Licensor’s remedies under clause 14.1:
1. the Licensee shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time;
2. the Licensor may suspend all rights to use the Content under this Agreement until payment has been made in full.

WARRANTIES

The Licensee warrants that the manner of its use of the Content and its development and use of any Derivative Works:
1. will not infringe any third party's Intellectual Property Rights;
2. will not be defamatory, libellous, obscene, or otherwise unlawful;
3. will not violate any applicable law, legislation or subordinate legislation.

DIGITAL CONTENT

Each party agrees that it will not, to the best of its knowledge and belief, insert or allow to be inserted into any digital content any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.

ADVERTISING AND MARKETING

The Licensee undertakes to ensure that its advertising, marketing and use of the Licensed Products and/or the Content shall not reduce or diminish the reputation, image and prestige of the Content.
The Licensee undertakes to ensure that its advertising, marketing and use of the Licensed Products and/or the Content shall not reduce or diminish the reputation, image and prestige of the Scheme, the other members of the Scheme and the community which may build up around the Scheme.
If requested by the Licensor the Licensee shall provide copies of its advertisements and promotional material relating to the Content both current and proposed to the Licensor. If the Licensor disapproves of any of this material, it may give written notice of the disapproval to the Licensee. The Licensee shall not use any advertisement or promotional material where it has been notified that the Licensor disapproves of it.

INDEMNITY

Subject to clause 12, the Licensee shall indemnify the Licensor against all claims, liabilities and expenses arising out of:
1. the Licensee's activities under this Agreement;
2. any infringement of any rights of the Licensor or of any third party by the Licensee; or
3. the Licensee's failure to comply with all applicable laws and regulations.
If the use or possession of the Content (as permitted under this Agreement) infringes or, in the Licensor's opinion, is likely to infringe any intellectual property right of a third party, the Licensor may at its option and expense:
1. procure for the Licensee the right to continue to use the Content free from any liability for such infringement;
2. modify or replace the Content so as to avoid the infringement;
3. terminate this Agreement immediately on written notice in respect of the affected Content and refund the unused portion of the Licence Fee.
Any indemnity under this Agreement shall only apply to the extent that the indemnified party:
1. promptly notifies the indemnifying party in writing of any claim or suit relevant to the indemnity;
2. makes no admissions or settlements without the indemnifying party's prior written consent;
3. allows the indemnifying party complete control over any negotiations or litigation and/or the defence or settlement of such suit or claim; and
4. gives the indemnifying party all information and assistance as it may reasonably require.

INFRINGEMENT

Each party shall promptly notify the other of any actual or suspected infringement of the Content that comes to its attention (Infringement).
The Licensee shall co-operate fully with the Licensor by taking all steps required by the Licensor (in its sole discretion) in connection with any Infringement, including, without limitation, legal proceedings in the name of the Licensor or in the joint names of the parties. The Licensor shall be responsible for the cost of any legal proceedings it requires, and is entitled to any damages, account of profits and/or awards of costs recovered. The Licensee shall use its reasonable endeavours to assist the Licensor in any legal proceedings relating to any Infringement subject to the reimbursement of costs and fair and reasonable payment for its time and effort.

TERMINATION

Without affecting any other right or remedy available to it, the Licensor may terminate this Agreement with immediate effect by giving written notice to the Licensee if the Licensee:
1. ceases to be a member of the Scheme;
2. fails to pay any amount due under this Agreement within 30 days of the due date for payment and remains in default for more than 14 days after being notified in writing to make such payment; or
3. commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
4. repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
5. challenges or disputes the Licensor's ownership of, or rights in, the Content, or the validity of those rights; or
6. dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or the court has made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005 in respect of the Licensee;
7. suspends, or threatens to suspend, payment of its debts or is, or is deemed to be, insolvent, bankrupt, unable to pay its debts as they fall due for payment, or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
8. commences negotiations with all or any class of his creditors with a view to rescheduling any of his debts, or enters into any composition or arrangement with his creditors generally;
9. applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
10. is the subject of a bankruptcy petition or order;
11. is subject to a creditor or encumbrancer of the Licensee attaching or taking possession of, or levying or enforcing a distress, execution, sequestration or other such process on or against, the whole or any part of the Licensee’s assets and such attachment or process is not discharged within fourteen (14) days;
12. suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business as a coach;
13. is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
14. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1.6 to 14.1.13 (inclusive).

EFFECTS OF TERMINATION

On any expiration or termination of this Agreement:
1. all rights and authorisations granted by the Licensor to the Licensee under this Agreement shall automatically terminate and immediately revert to the Licensor; and
2. the Licensee shall immediately cease all use, marketing and promotion of the Content and any Content included in any Derivative Work created by the Licensee, and shall, at the Licensor's option and according to the Licensor's instructions, immediately return to the Licensor or destroy all Content in the Licensee's possession or subject to its control including from back-up systems and any cached Content within the Licensee's control.

LIABILITY

Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by legislation, common law or otherwise, are hereby excluded to the maximum extent permitted by law.
Nothing in this licence shall operate to exclude or limit the Licensor's liability for:
1. death or personal injury caused by its negligence;
2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
3. fraud; or
4. any other liability which cannot be excluded or limited under applicable law.
The Licensor shall have no liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
1. loss of use;
2. loss of profits;
3. loss of anticipated savings;
4. loss of business opportunity;
5. loss of contracts;
6. loss of goodwill; or
7. loss arising from damaged, corrupted or lost data.
Subject to clause 16, the liability of either party, whether in contract, tort (including negligence), or otherwise and whether in connection with this Agreement or any collateral contract, shall not exceed £500,000 or the sums that may be claimed under the insurances held by that party.

THIRD PARTY RIGHTS

Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

ASSIGNMENT AND OTHER DEALINGS

The Licensee shall not assign, transfer, mortgage, charge, subcontract, sub- license (subject to clause 2.3), delegate, declare a trust over or deal in any manner with this Agreement or any of its rights and obligations under this Agreement without the prior written consent of the Licensor.
The Licensor may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
The Licensor may subcontract or delegate any or all of its obligations under this Agreement to any third party.
The Licensee shall, at the Licensor's request, execute any agreements or other instruments (including any supplement or amendment to this Agreement) which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in clause 18.

FORCE MAJEURE

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate this Agreement by giving 30 days' written notice to the affected party.

SEVERANCE

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is deemed deleted under Clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.

NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.

CONFIDENTIALITY

This licence and all information supplied under it is subject to the confidentiality provisions set out in clause 17 – Confidentiality of the Membership Agreement for the Scheme.

NOTICES

Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
1. delivered by hand or by pre-paid first-class post or other next working day delivery service at the address given in this Agreement or as otherwise notified in writing to the other party; or
2. sent by email to such email address as is notified from time to time by the party to be served).
Unless proven otherwise, any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the address given in this Agreement or given to the addressee;
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
3. if sent by pre-paid airmail post, at 9.00 am on the seventh Business Day after posting; or
4. if sent by email, at the time of transmission.
If deemed receipt under clause 24 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 24.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

INADEQUACY OF DAMAGES

Without prejudice to any other rights or remedies that the Licensor may have, the Licensee acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Licensee. Accordingly, the Licensor shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

FURTHER ASSURANCE

Each party shall, and where it is within its power shall use all reasonable endeavours to procure that any necessary third party shall, execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

GOVERNING LAW

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

JURISDICTION