This Licensing Agreement (“Agreement”) is entered into as of the date entered below (“Effective Date”) by and between Positive Leadership (“Licensor”), and the Community Leadership Organization identified in the signature block below (“Licensee”).
1.1 License. Licensor grants Licensee a non-exclusive, non-transferable license to use the Positive Leadership Curriculum (“Curriculum”) for a period of one (1) year, subject to the terms of this Agreement.
1.2 Scope. The Curriculum includes:
eBook, chapter summaries, slide PDFs, and audio recordings for participants;
Slide decks, train-the-trainer videos, Field guide, and Implementation guide for facilitators.
1.3 Permitted Uses. Licensee may use the Curriculum in its leadership programs, including with participants, alumni, and boards, provided all use is within the Licensee’s organization.
Licensee shall clearly acknowledge the use of the Positive Leadership Curriculum in program materials and communications.
3.1 Participants may retain personal copies of the eBook, chapter summaries, and audio recordings permanently for individual use.
3.2 Program use of all materials is limited to the one-year term of this Agreement.
The Curriculum must be delivered as written and in the order presented by Licensor. Licensee may not modify, rearrange, or omit content.
5.1 Fee Structure. Fees are calculated on a per participant basis.
5.2 Invoice & Payment. Licensor will invoice Licensee annually, based on Licensee’s confirmed enrollment numbers. Payment is due within thirty (30) days of invoice.
6.1 Initial Term. This Agreement shall begin on the Effective Date and continue for one (1) year.
6.2 Renewal. This Agreement will automatically renew for successive one-year terms upon (a) Licensee’s confirmation of participant numbers and (b) payment of the annual invoice.
Licensee shall not:
a) Copy, distribute, sublicense, or resell the Curriculum outside its organization;
b) Share train-the-trainer videos with participants;
c) Permit use of the Curriculum beyond the licensed term.
The Curriculum and all related materials are the intellectual property of Positive Leadership. This Agreement does not transfer ownership. Licensee acquires only the rights expressly granted herein.
The Licensee shall maintain accurate records of participant enrollment and provide them to the Licensor annually for invoicing purposes.
10.1 For Nonpayment. Licensor may terminate this Agreement if Licensee fails to pay fees within sixty (60) days of invoice.
10.2 For Breach. Licensor may terminate this Agreement upon written notice if Licensee materially breaches any provision and fails to cure such breach within thirty (30) days.
10.3 Effect of Termination. Upon termination, Licensee must immediately cease using the Curriculum for program purposes. Participants may retain personal copies as permitted under Section 3.
Licensor makes no guarantee of specific outcomes or results from the use of the Curriculum. To the fullest extent permitted by law, Licensor shall not be liable for any indirect, incidental, or consequential damages arising from Licensee’s use of the Curriculum.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.
This Agreement constitutes the entire agreement between the parties regarding the Curriculum and supersedes all prior oral or written understandings.