EXCLUSIVE UBC TRADEMARK LICENSE & AGREEMENT
This Exclusive License and Distribution Agreement is entered into between Ultimate Body Challenge, Inc., a corporation organized under the laws of Florida with a principal place of business located at 9112 Seminole Blvd., Seminole, FL 33772 (hereinafter LICENSER), and __________________________________________________________ (hereinafter LICENSEE), and is deemed effective _______________2012.
WITNESSETH:
Whereas LICENSER is the owner of the trademark UBC Ultimate Body Challenge, Inc. (hereinafter TRADEMARK), for fitness classes, including fitness kickboxing, strength and conditioning, UBC for Kids, Guaranteed Weight Loss and Elite Fitness Training programs as more fully disclosed in the UBC manual of procedure (hereinafter PRODUCT), and
Whereas LICENSEE desires to obtain the exclusive right and license to use TRADEMARK. Now, therefore, it is mutually agreed as follows:
1. GRANT AND ROYALTIES
LICENSER, for valuable consideration the sufficiency of which is hereby acknowledged and set forth in the attached Schedule A, hereby grants to LICENSEE the exclusive right and license to use TRADEMARK for the defined PRODUCT.
2. QUALITY CONTROL
LICENSEE agrees to use TRADEMARK on PRODUCT under the quality standards and business practices that LICENSER has heretofore established in the (UBC) Ultimate Body Challenge, Inc. Operational Manual. LICENSEE shall follow the guidelines in the (UBC) Ultimate Body Challenge, Inc. Operational Manual in order to further the high quality standards demanded under this license. LICENSEE shall supply students who are joining the UBC course with well-padded boxing gloves not weighing less than 10 oz. which must cover the whole hand, a pair of hand wraps not less than 108 inches. As a requirement of the UBC course, each student must have an Ultimate Body Challenge, Inc. manual upon the start of the course.
LICENSER shall have the unqualified right, at any reasonable time, and without prior notice, to inspect LICENSEE’s use of TRADEMARK on PRODUCT for the purpose of insuring that the quality of PRODUCT sold under TRADEMARK and that such use meets or exceeds LICENSER’s strict and high quality standards. Further in this regard, LICENSEE expressly agrees and shall be required have all fitness instructors under its employ certified by LICENSER prior to use of TRADEMARK. Instructor certification is an essential part of meeting and maintaining the quality standards demanded under this license. See Schedule A.
LICENSEE expressly acknowledges that strong personal relationships with all clients are essential to the integrity of the (UBC) Ultimate Body Challenge, Inc. and the TRADEMARK. In that regard, LICENSEE shall be solely responsible for client satisfaction and takes full responsibility for such client satisfaction, client relations and refunds. LICENSER shall make itself available upon reasonable notice and during normal business hours to assist and advise LICENSEE in customer relations and customer satisfaction, however, the obligation of customer satisfaction is the principal duty of LICENSEE.
3. MARKING AND ADVERTISING
All PRODUCT and advertising bearing TRADEMARK shall be marked with appropriate legend that shall be dictated by LICENSER in the (UBC) Ultimate Body Challenge, Inc. Operational Manual. LICENSER shall provide LICENSEE with appropriate advertising, letterhead, business cards, signage and television spots. LICENSER shall provide LICENSEE camera ready advertising, national contest posters, promotional press releases, in house member newsletter (bimonthly), direct mail postcards, television commercials to be developed in LICENSER’S discretion, radio commercial scripts. LICENSEE is responsible for the payment of airtime or print space. LICENSEE may not reproduce or transfer UBC logo and trademark to any unauthorized product for promotion or resale without written consent from LICENSER. LICENSEE shall not represent itself as the creator or developer of the UBC Ultimate Body Challenge, Inc., but may represent itself as an authorized licensee and UBC member.
4. TERM AND TERMINATION
This agreement shall have a term of six (6) months and shall automatically be renewed unless LICENSER serves written notice of termination upon LICENSEE within 20 days of the next payment due. Failure to operate a clean and safe working and fitness atmosphere and/or failure to remit royalties when due is expressly acknowledged by the parties hereto as constituting a material breach. In the event of termination or expiration, LICENSEE shall abandon all use of TRADEMARK.
5. NON-TRANSFERABILITY
This license and the rights granted hereunder is not transferable by license, assignment or otherwise without the express written consent of LICENSER.
6. ENTIRE AGREEMENT
This agreement expresses the parties entire understanding that this license and agreement does not constitute a franchise, partnership, joint venture or other relationship not expressly stated or defined herein.
In Witness Whereof, the parties have executed this Agreement effective as of the date set forth above.
LICENSER LICENSEE
____________________________ ____________________________
Jim Graden, President
Ultimate Body Challenge, Inc.
SCHEDULE A
LICENSEE shall pay LICENSER a continual monthly royalty in the amount of ninety nine ($99.00) dollars commencing thirty days after paying initial start up fee of $250. This will reserve the right for LICENSEE to open and operate the UBC facility. The $99 fee does not reserve an exclusive territory to operate a UBC center. The $99 royalty allows the LICENSER to operate just one of the UBC licensed programs. This monthly royalty shall be paid by either automatic bank draft or automatic credit card draft.
All instructors of LICENSEE must take a UBC instructor certification course (online). All licensees are responsible for locating their own staff members.
School Name: ____________________________________________
Cardholder’s Name: _______________________________________
Billing Address: __________________________________________
_________________________________________
Shipping Address: ________________________________________
_________________________________________
Phone Number: ___________________________________________
Email Address: ___________________________________________
Credit Card # _____________________________ Exp. Date _______
First Monthly payment to begin on _______________20__
Fax agreement to 727-395-9011