Healthy Steps Nutrition Copyright License Agreement


 

  1. This Copyright License Agreement (this "Agreement") is made effective as of  between Nicole Marchand Aucoin, of 2051 GREEN ROAD SUITE A DEERFIELD BEACH, FL 33064 and (hereafter referred to as "the business listed above")  (hereafter referred to as "the CEO"), (hereafter referred to as "the nutrition coach") at   
  2. In the Agreement, the party who is granting the right to use the licensed property will be referred to as "Health Steps Nutrition", and the party who is receiving the right to use the licensed property will be referred to as the "business listed above."

 

  1. The parties agree as follows:

 

  1. GRANT OF LICENSE. Health Steps Nutrition owns Intellectual Property and credentials of Healthy Steps Nutrition and it's employees and contractors. In accordance with this Agreement, Health Steps Nutrition grants the business listed above a non-exclusive license to use all provided intellectual property including, but not limited to:  blog entries, nutrition consultation materials, strategic planning materials, credentials of employees and contractors of Healthy Steps nutrition, and any other matters, in whatever format, provided to the business listed above in furtherance of Health Steps Nutrition providing services in like and kind to the business listed above" during the period of Healthy Steps Nutrition’s provided consultation services with the business listed above. Health Steps Nutrition retains title and ownership of all of the aforementioned property without limitation of the same. Healthy Steps Nutrition will own all rights to materials, products or other works (the Work) created by the business listed above in connection with this license. The business listed above, as well as the CEO and nutrition coach understands this program is designing for in-person consultations. There is to be no on-line nutrition consulting business with this program. These services are not to be sold on-line, distance clients.

 

  1. RIGHTS AND OBLIGATIONS. The business listed above shall be solely responsible for providing all funding and technical expertise for the development and marketing of the Work in which the licensed property is used. The business listed above shall be the sole owner of the Work and all proprietary rights in and to the Work; except, such ownership shall not include ownership of the copyright in and to the matters set forth in paragraph 4 of this agreement or any other rights to not specifically granted in this Agreement.

 

  1. PAYMENT OF ROYALTY. The business listed above will pay to Health Steps Nutrition a royalty which shall be calculated as follows: $400 initial investment + $199 Healthy Steps Nutrition subscription fee which is prorated to the end of the month upon signing up for the affiliate program. The subscription fee of $199 will renew on the first of every month. There is an eight-month commitment of Healthy Step Nutrition subscription. The business listed above only has the rights to continue to use the material, handbooks, intellectual property of Healthy Steps Nutrition while paying the monthly subscription fee. Upon termination, the business listed above will no longer have the rights to use the material and intellectual property provided by Healthy Steps Nutrition during the term of the agreement. There is a 30 day written cancelation policy for this subscription.

 

  1. MODIFICATIONS. Unless the prior written approval of Health Steps Nutrition is obtained, the business listed above may not modify or change the matters set forth in paragraph 4 in any manner. Licensee shall not use Licensed property for any purpose that is unlawful or prohibited by the Terms of the Agreement.

 

  1. DEFAULTS. If the business listed above fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Health Steps Nutrition shall have the option to cancel this Agreement by providing 7 days written notice to the business listed above. The business listed above shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.

 

  1. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award rendered by the arbitrator shall be final and binding on the parties and may be enforced by a court of law. All arbitration shall occur in the State of Florida, Broward County.

 

  1. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the matters identified in paragraph 4, by the other party or by any third party, and the business listed above accepts the product "AS IS." In no event will Health Steps Nutrition be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the matters identified in paragraph 4.

 

  1. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

 

  1. INDEMNIFICATION. Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.

 

  1. TERMINATION. This Agreement may be terminated by either party by providing 30 days written notice to the other party.

 

Upon termination or expiration of this Agreement, Licensee shall cease reproducing, advertising, marketing and distributing the Work immediately on the date of notification by Healthy Steps Nutrition. Licensee shall not have the right to fill any existing orders, or to sell off existing copies of the Work in stock, after receiving notification of termination by Healthy Steps Nutrition. Licensee shall provide to Healthy Steps Nutrition an affidavit stating that Licensee has returned all materials referenced in paragraph 4 to Healthy Steps Nutrition, has ceased to advertise services provided by Healthy Steps Nutrition, has ceased from advertising the contractual employment of any representatives of Healthy Steps Nutrition in whatever capacity, and has taken affirmative steps to delete and make inoperable any matters referenced in paragraph 4 provided to the business listed above by employees of contractors of Healthy Steps Nutrition.

 

Termination or expiration of this Agreement shall not extinguish any of Licensee's or Copyright Owner's obligations under this Agreement including, but not limited to, the obligation to pay royalties which by their terms continue after the date of termination or expiration.

 

  1. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

 

  1. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

 

  1. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

  1. NOTICE. The address of each party hereto as set forth in the beginning of this Agreement shall be the appropriate address for the mailing of notices, checks and statements, if any. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.

 

  1. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

  1. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Florida. Parties agree the choice of forum shall be Broward County.

 

  1. SIGNATORIES. This Agreement shall be signed on behalf of Health Steps Nutrition by Nicole Marchand Aucoin, CEO and on behalf of the business listed above, the CEO, and the nutrition coach and effective as of the date first above written.

Copyright Owner:

Nicole Marchand Aucoin

 

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Signed by L. Nicole Aucoin
Signed On: December 6, 2017


Signature Certificate
Document name: Healthy Steps Nutrition Copyright License Agreement
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May 5, 2017 4:54 pm ESTHealthy Steps Nutrition Copyright License Agreement Uploaded by L. Nicole Aucoin - consulting@healthystepsnutrition.com IP 45.29.179.56