LICENSE AGREEMENT

This License Agreement (hereinafter “Agreement”), with an Effective Date of Start of Contract, between Flow and Grow Kids Yoga, with an address of 925 Pacific Street, Apt 404, Brooklyn, New York 11238 (“Licensor”) and an individual.

WHEREAS, LICENSOR has proprietary rights to the Licensed Work (“Assets” and/or “Materials”).

WHEREAS, LICENSOR owns and controls all existing intellectual property, including but, not limited to trademarks, copyrights, patents, and trade secrets, relating to the Materials.

WHEREAS, subject to the terms and conditions contained herein, LICENSEE desires a license to use, and LICENSOR is willing to grant such license to LICENSEE.

NOW, THEREFORE, for in consideration of the foregoing, the parties freely and voluntarily enter into this Agreement under the following terms and conditions:

1. DEFINITIONS

1.1 "Licensed Work" means the Assets and/or Materials.

1.2 Assets and Materials include, but are not limited to, home based programs, lesson plans, design and graphics, mentoring and coaching programs, professional development services.

2. GRANT

2.1 Rights granted.

LICENSOR hereby grants to LICENSEE a worldwide, nonexclusive, license under LICENSOR's copyrights, to use and reproduce and distribute the Materials.   This license shall be nontransferable without the consent of the LICENSOR. This License shall extend to the use of the Materials by Licensee’s clients; however, no grant or authority is provided to Licensee the right to extend the Grant or License to any other party.

3. REPRESENTATIONS AND WARRANTIES

3.1 LICENSOR represents and warrants that (i) it has the full right and power to grant the license set forth in Section 2; and (ii) it is not under, and will not assume, any contractual obligation that prevents it from performing its obligations hereunder or conflicts with the license granted in Section 2.

4. INDEPENDENT CONTRACTOR

The LICENSEE is and shall remain an independent contractor of the LICENSOR and nothing contained in this Agreement shall be deemed to create an employer/employee, principal/agent, partnership or joint venture relationship between the parties.  The LICENSOR shall not provide the LICENSEE with any benefits that the LICENSOR may provide to its employees and shall not be required to withhold income taxes on, or to pay payroll taxes with respect to, the sums to be paid to the LICENSEE hereunder.  The LICENSEE agrees that he shall be solely responsible for all excise, self-employment and other taxes relating to the receipt of payments hereunder. As an independent contractor, it is expressly agreed that the LICENSEE operates at his/her own expense and risk.  The LICENSEE is not authorized to execute any agreements, make any changes in any agreements, incur or assume any obligations, liabilities or responsibilities, or perform any other act in the name of or on behalf of the LICENSOR. Each party shall have the obligation to supervise, manage, contract, direct, procure, pay, perform or cause to be performed all work and other obligations to be performed by such party pursuant to the terms of this Agreement and shall be liable for the acts or omissions of its or his/her employees and agents in performing its or his/her respective obligations or exercising its or his/her respective rights hereunder.

5. CONFIDENTIAL INFORMATION, NON-DISCLOSURE

a) LICENSEE acknowledges and agrees that during the term of this Agreement, LICENSOR information has been or may be made available to LICENSEE, which may include, without limitation, financial information of the LICENSOR, information regarding the LICENSOR's pricing and materials, the LICENSOR's computer programs, confidential website and other internet information, and other trade secrets and proprietary information including, without limitation, information relating in any way to any products, services, methods, computer/software or any other similar or related matters or items developed, enhanced or modified by the LICENSOR (collectively, the “Confidential Information”).

b) LICENSEE agrees that the Confidential Information a) shall be used by LICENSEE solely for the performance of LICENSEE’S duties for the LICENSOR as directed by the LICENSOR from time to time; b) is the sole and exclusive property of the LICENSOR (and LICENSEE shall execute and deliver, at any time, such documents as the LICENSOR shall request in order to confirm the same); c) is absolutely confidential to the LICENSOR; and d) except as expressly permitted in writing by the LICENSOR, may not be disseminated, disclosed to others, except as is necessary to complete LICENSEE’s Services, or used outside of the LICENSOR in any manner whatsoever. During the Agreement term, and in the event of the termination of this Agreement, whether voluntary or involuntary, LICENSEE agrees not to use, disclose, transfer or exploit the Confidential Information at any time and in any manner whatsoever (other than using such Confidential Information for the LICENSOR’s benefit and as expressly permitted by the LICENSOR during the Agreement term) for a period of three (3) years. LICENSEE further agrees to immediately return all LICENSOR property and documents upon the termination of this Agreement including, without limitation, all such Confidential Information.

c) Notwithstanding anything contained in this Agreement to the contrary, if LICENSEE is requested or required (by oral questions or request for information or documents in court or administrative proceedings, interrogatories, subpoena, civil investigation, demand or similar court or administrative agency process) to disclose any Confidential Information, LICENSEE will promptly notify the LICENSOR of such request or requirement prior to any disclosure of the Confidential Information so that the LICENSOR may seek an appropriate protective order and/or consider the possible waiver of LICENSEE’S compliance with this Agreement.

d) LICENSEE hereby acknowledges and agrees that the LICENSOR's remedy at law for any breach of any of LICENSEE’S obligations under this section would be inadequate, and LICENSEE agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision of this section, without the necessity of proof of actual damages, it being acknowledged by LICENSEE that any such breach would cause irreparable injury to the LICENSOR.

6. INTELLECTUAL PROPERTY

LICENSEE agrees that Intellectual Property (“IP”) generated from the Materials shall belong to LICENSOR, which shall own all right, title and interest in the developed IP, including but limited to (a) all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Work and (c) all intellectual property rights related to any of the foregoing.     

7. NON-SOLICITATION

During the term of this Agreement and for a period of five (5) years thereafter, LICENSEE may not:

a) Canvas or solicit the business of (or procure or assist in the canvassing or soliciting of) any client, customer, or employee of the LICENSOR who is known to the LICENSEE because of his association with the LICENSOR during the Agreement period, for the purposes of competing with the LICENSOR;  

b) Accept (or procure the acceptance of) business from a client, customer, or employee of the LICENSOR known to the LICENSEE because of his association with the LICENSOR during the Agreement period for purposes of competing with the LICENSOR. However, the LICENSOR may consent to this competition in writing; or

c) Otherwise contact, approach, or solicit (or procure the contacting, approaching, or soliciting of) an entity known to the LICENSEE because of his association with the LICENSOR before the Effective Date in a way that could be detrimental to the LICENSOR.

8. TERM AND TERMINATION

a) This Agreement shall remain in effect for a term of one (1) year commencing on the Effective Date and shall renew for successive one (1) year periods, unless terminated in accordance with this Section.

b) Either party may terminate this Agreement, with or without cause, at any time, in writing, subject to ten (1) days’ written notice.

c) This Agreement shall terminate immediately for cause if LICENSEE does not maintain a Membership with LICENSOR.

d) Upon termination LICENSEE must surrender licensed Materials to LICENSOR within seventy-two (72) hours, except in the event LICENSEE purchases the Materials at the then current cost for such, which LICENSOR may change from time to time. In this event, LICENSEE may not further distribute the Materials.

9. INDEMNITY

a) Indemnity of the LICENSOR.  At all times, LICENSEE shall protect, indemnify, defend and hold the LICENSOR, including its affiliates and subsidiaries, officers, directors, shareholders, members, employees, agents, representatives, successors and assigns harmless from and against any and all penalties, claims, losses, liabilities, damages, charges, costs and/or expenses (including, without limitation, attorneys’ fees and court costs) rising out of or resulted from or in any way or in any manner connected with or related to any acts or omissions of LICENSEE.

10. GOVERNING LAW, JURISDICTION

This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of New York.  Any suit involving any dispute or matter arising under this Agreement may only be brought in the courts of the aforementioned jurisdiction. LICENSEE hereby consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding.  Any controversy, claim, suit, injury or damage arising from or in any way related to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect and before a single arbitrator chosen by LICENSOR. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. LICENSOR may seek any interim or preliminary relief from a court of competent jurisdiction in the aforementioned jurisdiction necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration. IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE TERMS OF SERVICE INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF THE LICENSOR SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

11. MISCELLANEOUS

a) Entire Agreement; Modification.  This Agreement sets forth the entire agreement and understanding of the parties hereto concerning the subject matter hereof, and, except as otherwise specifically provided below, supersedes all prior and contemporaneous correspondence, agreements, arrangements and understandings, both oral and written, between the parties hereto concerning the subject matter hereof.  No modification hereof shall be binding upon the parties hereto except by written instrument duly executed by such parties or their duly authorized representatives.

b) Invalidity of Particular Provisions.  If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the other terms of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

c) Counterparts.  This Agreement may be executed in any number of counterparts, including electronically, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

d) This Agreement may be delivered by email, and email copies of executed signature pages shall be binding as originals.

e) Interpretation.  The paragraph headings of this Agreement are inserted for convenience only and shall not constitute a part of this Agreement in construing or interpreting any provision hereof. Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender.

f) Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, or by any other means agreed to by the Parties, such as email.

g) This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the Execution Date of this agreement.

h) Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

EACH PARTY REPRESENTS AND WARRANTS that it has authority to enter into this Agreement and lawfully make the disclosures contemplated hereunder.