TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement is entered into on the date of digitally signing the agreement between Novo Writes, LLC a Florida limited liability company (“Licensor”), and an individual who’s name is stated in the form below (“Licensee”), (collectively hereafter referred to as the “Parties” and individually may be referred to as “Party”). 

RECITALS

A.   Licensor is the registered owner of the trademarks “The Soul Reading Method”, U.S. Trademark Registration No. 6870501, and “Soul Reading”, U.S. Trademark Registration No. 6872393, in word form and in all style and design variations used to date by Licensor or its authorized licensees (the “Licensed Trademarks”); and 

B.  Licensor is the owner and operator of the Soul Reading Method training program (the “Program”), whereby Licensor’s clients are taught by Licensor a specific set of alternative healing modalities developed by Licensor and named the Soul Reading Method.  Upon completion of the Program, the Program’s clients can use these alternative healing methods on themselves and with their own business clients in compliance with the guidelines of the Program.  

C.  Licensee recently completed the Program.  As such, Licensee desires to license the right to use the Licensed Trademarks in connection with its business pursuant to the guidelines of the Program and as further defined in the Grant of License below. 

NOW THEREFORE, in consideration of the promises and mutual agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

GRANT OF LICENSE

1.1 Grant of License. Licensor grants to Licensee a limited, royalty-free, non-exclusive license, with no right to sublicense.  

1.2 Use; Quality Control.

(a) Licensee agrees to maintain and preserve the quality of the Licensed Trademarks and to use the Licensed Trademarks only in good faith and in a dignified manner consistent with Licensor’s use of the Licensed Trademarks and in accordance with the terms of this Agreement. In addition, Licensee shall ensure that all products and services provided by Licensee under the Licensed Trademarks will be of sufficiently high quality to protect the Licensed Trademarks and the goodwill symbolized thereby. Licensee shall not, by any act or omission, use or permit use of the Licensed Trademarks in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or its business or reputation or that would be detrimental to the Licensed Trademarks or their associated goodwill.

(b) Licensee agrees to use the Licensed Trademarks only in accordance with such quality standards as expressed by Licensor in the Program and that may be reasonably established by Licensor and communicated to Licensee from time to time in writing. Licensee shall use the Licensed Trademarks only in a style and manner commensurate with the standards and reputation for quality associated with the Licensed Trademarks. Licensee agrees not to register or attempt to register in any jurisdiction any trademark or service mark that is confusingly similar to any of the Licensed Trademarks or which would reasonably be expected to result in dilution of any of the Licensed Trademarks.

(c) Licensee shall permit Licensor or its duly authorized representative, upon reasonable notice, to inspect and review all business locations and materials of Licensee and any and all uses of the Licensed Trademarks by Licensee for the purposes of assuring use of the Licensed Trademarks in a manner consistent with this Agreement and that the products and services associated with the Licensed Trademarks meet Licensor’s quality standards as contemplated hereby. Upon request by Licensor, Licensee will furnish to Licensor representative samples of all advertising and promotional materials in any media that are used in connection with the Licensed Trademarks. Licensee will make all changes to such materials that Licensor reasonably requests to comply with this Section 1.2 or to preserve the validity of, or Licensor’s rights in, the Licensed Trademarks.

ARTICLE II

OWNERSHIP; INDEMNIFICATION; DISCLAIMER; RELATIONSHIP OF PARTIES

2.1. Right, Title and Interest. Licensee acknowledges that Licensor is the owner of the Licensed Trademarks and that Licensor retains all ownership rights, subject to the limited license granted pursuant to this Trademark License Agreement, and that Licensor makes no representations or warranties, express or implied, except as expressly set forth in this Agreement. All usage of the name shall inure to the benefit of Licensor. Licensor has the right, but not the obligation, to apply to register the Licensed Trademarks, in all forms and variations, as a trademark or service mark, as the case may be, with any or all state, federal or foreign trademark authorities as Licensor shall, in its sole discretion, determine. Licensee shall cooperate with Licensor to sign all documents, provide adequate specimens and information, and to take all steps reasonably necessary to allow Licensor to register the Licensed Trademarks as so determined. 

2.2. Execution of Documents. Consistent with the terms of this Agreement, Licensee shall perform all lawful acts and execute such instruments as Licensor may reasonably request to confirm, evidence, maintain or protect Licensor’s rights in, to and under the Licensed Trademarks.

2.3. Reservation of Rights. All rights not expressly granted to Licensee hereunder shall remain the exclusive property and right of Licensor.

2.4. Indemnification. Licensee shall, jointly and severally, indemnify and hold harmless Licensor and its affiliates and their respective officers, directors, employees, agents and representatives from and against any and all losses, damages, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of: (a) any breach by any Licensee of any term or condition of this Agreement or the use of the Licensed Trademarks, (b) any claim or allegation by a third party arising from, relating to, or resulting from, the use of the Licensed Trademarks by, or the manufacture, marketing, sale or use of any products or services bearing the Licensed Trademarks sold or serviced by, or on behalf of, Licensee of any of the Licensed Trademarks including, without limitation, any product liability claims and (c) Licensee’s non-compliance with any applicable federal, state or local laws or with any other applicable regulations.

2.5. Disclaimer. THE LICENSED TRADEMARKS AND THE LICENSE GRANTED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED.

2.6. Relationship. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between the Parties hereto. Except as specified herein, neither party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of the other party hereto.

2.7. Responsibility for Licensed Services. Licensee shall be solely responsible for and assume all costs and liabilities related to: (a) the quality of Licensee’s services bearing the Licensed Trademarks, (b) any failure of Licensee’s services bearing the Licensed Trademarks, (c) conformance of Licensee’s services bearing the Licensed Trademarks with all applicable laws, rules, regulations and standards, including health regulations, and (d) the promotion, sale, documentation and marketing of Licensee’s services bearing the Licensed Trademarks. Licensee shall be solely responsible for the payment and discharge of any taxes or duties relating to any transactions of Licensee, its subsidiaries, employees, contractors, agents or sublicensees, in connection with the sale of licensed services.

ARTICLE III

INFRINGMENT; PROSECUTION

3.1. Infringement; Prosecution.

(a) Licensee agrees to notify Licensor promptly after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation or other unauthorized use or conduct in derogation (“Infringement”) of any of the Licensed Trademarks. Licensor shall have the sole and exclusive right to bring any Action to remedy or seek redress in respect of any Infringement (or to refrain from taking any Action in its sole discretion), and Licensee shall cooperate with Licensor in same. All damages or other compensation of any kind recovered in such Action shall be for the account of Licensor.

(b) Licensor shall have sole and exclusive control and discretion over all matters relating to the prosecution and maintenance of the Licensed Trademarks. Each Licensee shall cooperate in good faith with Licensor for the purpose of securing, preserving and protecting Licensor’s rights in and to the Licensed Trademarks. At the request of Licensor, Licensee shall execute and deliver to Licensor any and all documents and do all other acts and things which are reasonably requested by Licensor to make fully effective or to implement the provisions of this Agreement relating to the prosecution and maintenance of the Licensed Trademarks including, without limitation, effectuating all appropriate trademark notice(s) on product or service labeling and other materials bearing any Licensed Trademark. Licensee shall not have any claim of any nature whatsoever against Licensor based on or arising out of Licensor’s handling of or decisions concerning prosecution and maintenance of, or Actions with respect to, the Licensed Trademarks.

ARTICLE IV

TERM AND TERMINATION

4.1. Term. Unless earlier terminated in accordance with this Article IV, this Agreement shall commence on the Effective Date and terminate on the date that is five (5) years from the Effective Date, unless extended by written agreement of Licensor and Licensee.

4.2. Termination for Convenience. This Agreement may be terminated at anytime by Licensor upon ninety (90) days’ prior written notice to Licensee.

4.3. Termination for Breach. This Agreement may be terminated by Licensor upon a breach of this Agreement by Licensee; provided that any such termination shall not be effective unless Licensor provides written notice of breach to Licensee and such breach is not cured within thirty (30) days of the date of such written notice.

ARTICLE V

GENERAL PROVISIONS

5.1. Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and will supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

5.2. Governing Law; Submission to Jurisdiction; Selection of Forum. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS. THE PARTIES HEREBY CONSENT TO JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS SITTING IN THE COUNTY OF MIAMI-DADE, FLORIDA.

5.3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) upon confirmation of receipt if delivered by facsimile, (iii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service or (iv) when received if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) if to the Licensor:

Nikki Novo Writes, LLC

Attn: Nikki Novo 

1252 Burnette Cove RdCanton, NC 28761 

(b) if to Licensee:

Stated below in the form.

or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above.

5.4. Parties in Interest; Assignment. This Agreement is binding upon and is for the benefit of the Parties hereto and their respective successors and permitted assigns, and no Party to this Agreement may convey, assign or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party. Any conveyance, assignment or transfer that is made without such consent will be void ab initio. Notwithstanding the foregoing, Licensor may assign or license any portion of this Agreement and any of its rights hereunder to any purchaser or other transferee or assignee of the Licensed Trademarks.

5.5. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

5.6. Captions. The article, section and paragraph captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Unless otherwise specified, all references herein to numbered articles or sections are to articles and sections of this Agreement.

5.7. Severability. If any provision of this Agreement or the application thereof to any Party or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Parties or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby. If the economic or legal substance of the transactions contemplated hereby is affected in any manner adverse to any Party as a result thereof, the Parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the Parties.

5.8. Counterparts. This Agreement may be executed in separate counterparts (including by facsimile or electronic delivery), each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.