Proprietary Marks, Indicia, and Polarity System
Use of the tools and content found on this site constitute your
agreement to the following gterms and conditions:
I. The Polarity System
Polarity Partnerships, LLC (Licensor) has developed a unique and
successful suite of processes, principles, and tools for communities,
organizations, teams, and individuals to assist in leveraging key
Polarities to become more innovative, agile, profitable, and
competitive. These tools, principles, and processes include:
-
P.A.C.T.™ Process (The Polarity Approach to Continuity and
Transformation),
- Polarity Map®,
- Polarity Assessment™,
-
5-Step S.M.A.L.L. Process (Seeing, Mapping, Assessing, Learning
& Leveraging),
- Polarity Approach™,
- Polarity Thinking TM Video Collection, and
- Polarity Thinking™.
(collectively known as the “Polarity System”).
Licensor is in the business of training, consulting, certifying, and
licensing businesses, organizations, consultants, coaches, trainers,
and other professional advisors in the Polarity System so that
Licensor might offer part or all of the Polarity System to its
customers and clients.
As part of the Polarity System, Licensor provides certain services to
its Licensees, including consulting, training, coaching, and other
services related to the efficient and successful use of the Polarity
System in order to develop and maintain high standards of quality.
To assist Licensees to build their capacity to deliver the Polarity
System, Licensor makes available to all Licensees both initial and
continuing information, experience, advice, guidance, and know-how
with respect to the Polarity System.
II. Proprietary Marks and Indicia
Licensor and the Polarity System are operated in connection with and
through the use of various trademarks, trade names, and service marks,
as set forth in the Recitals above and referred to in this Agreement
as “Proprietary Marks.” Licensor’s Proprietary Marks include, but are
not limited to, those registered with the United States Patent Office.
Licensor and the Polarity System are also operated in connection with
certain designs for signs, logos, and copyrighted materials, referred
to in this Agreement as “Indicia.” Licensor’s Indicia include, but are
not limited to, those registered with the United States Copyright
Office.
III. Goodwill
Licensor has expended large sums of money as well as effort over a
period of many years in developing and improving the Polarity System
and in advertising, promoting, and publicizing the Polarity System’s
Proprietary Marks and Indicia and the Licensor’s guaranties, all of
which have become well and favorably known to the public throughout
the United States, and Licensor has acquired valuable goodwill in
connection with the License. The public has come to associate the
Proprietary Marks and Indicia with the Polarity System and the
products and services offered, sold, installed, and rendered by
Licensor.
IV. Licensee’s Acknowledgments
Licensee has had the opportunity to investigate the Polarity System
and the competitive market in which it operates and, based on the
conclusions drawn from this investigation, desires to use the Polarity
System and its Proprietary Marks and Indicia; have the right to engage
in the business of offering to the public Polarity Partnerships’
Polarity System including its products and services; issue and honor
the Licensor’s guaranties in connection with its products and
services; and to derive benefit from the Licensor’s information,
experience, advice, guidance, know-how, and customer goodwill.
Licensee acknowledges that Licensee’s operation is dependent on each
of the licensees in the Polarity System to establish and maintain the
goodwill necessary for a successful operation of the Polarity System.
Licensee further acknowledges that it is essential to maintain the
high standards that the public has come to expect of Licensee, to the
preservation of the integrity of the Licensor’s Proprietary Marks,
Indicia, and goodwill, and to the value of the Licensor’s guaranties.
THEREFORE, in accordance with the above, Licensor and Licensee do
hereby agree as follows:
Article I. GRANT AND USE OF LICENSE
Section 1.01 Grant of License
Subject to the terms and conditions contained in this License
Agreement, Licensor hereby grants to Licensee, and Licensee hereby
accepts from Licensor, the right and license:
(a) to use, in connection with the operations of Licensee’s business,
the Polarity System and its Proprietary Marks and Indicia;
(b) to perform those services listed in this Agreement; and
(c) to issue and honor the guaranties extended by Licensor on those
trademarked products and authorized services listed in this Agreement
or such guaranties as may be extended by Licensor from time to time in
the future.
Section 1.02 Term
The term of this License Agreement, Warranties and Indemnification,
and the right, license, and license granted in this License Agreement
will commence upon the Licensee using the tools and content contained
in the Polarity System, and may renew annually in accordance with
Section 8.01 below.
Section 1.03 Initial License Fee
Licensee will pay, concurrently with the execution of this Agreement,
to Licensor its annual fee as set forth in this Agreement.
Article II. NON-EXCLUSIVITY AND TERRITORY
Section 2.01 Operations in Authorized Area; Exceptions
Licensee’s license and rights to use the Polarity System is
non-exclusive and its use of the Polarity System is limited as set
forth in this Agreement.
Section 2.02 Use of License
Licensee agrees not to interfere in any manner with or attempt to
prohibit the use of the Polarity System or Proprietary Marks and
Indicia by any other Licensee of Licensor in any area.
Section 2.03 Non-Exclusivity of Territory or Clientele
The designation of Licensee’s address and its authorized area does not
grant exclusivity of marketing territory or clientele.
Article III. USE OF SYSTEM, MARKS, AND INDICIA
Section 3.01 Validity and Use of Proprietary Marks
Licensee acknowledges the validity of the Proprietary Marks identified
above and acknowledges that they are the sole property of Licensor.
Licensee may use these Proprietary Marks only so long as the right and
license granted in this Agreement remains in force and only for the
purposes specified in this Agreement. Licensee may not, either during
or after the term of this Agreement, do anything, or aid or assist any
other party to do anything, that would infringe on, harm, or contest
the rights of Licensor in any of its Proprietary Marks or in any other
mark or name that incorporates the word “Polarity.” Without express
written permission of Licensor, Licensee may not remove, obscure, or
modify any copyright, trademark, or other ownership or proprietary
rights notices included with the Proprietary Marks. The Proprietary
Marks shall bear, at all times, the copyright and other ownership or
proprietary rights notices of Licensor.
Section 3.02 Derivative Rights
Licensee may endeavor to innovate with the Polarity System or any of
Licensor’s Proprietary Marks or Indicia only with an express agreement
between the Licensor and the Licensee as to ownership or agreed upon
distribution of revenues generated in the commercialization of any
derivative products.
Article IV. LICENSOR’S CONTINUING OBLIGATIONS
Section 4.01 Services to Be Rendered
In addition to any assistance that Licensor may have rendered to
Licensee relating to the Polarity System, Licensor agrees that it will
perform the following continuing services for the benefit of Licensee:
(a) Licensor agrees to make available to Licensee from time to time
all improvements and additions to the System, to the same extent and
in the same manner as they are made available to Licensor’s licensees
generally; and
(b) Licensor agrees to counsel and assist Licensee on a continuing
basis and will make available to Licensee the benefits of Licensor’s
information, experience, advice, guidance, and know-how in that
connection.
Nothing in this Agreement will be deemed to prohibit Licensee from
engaging in any advertising or promotion of Licensee’s business.
However, this advertising or promotion will be at the sole cost of
Licensee, without deduction or credit against royalties or other
amounts owed by Licensee to Licensor.
Article V. OPERATION OF LICENSEE’S BUSINESS
Section 5.01 Licensee’s Liability
Licensee is solely responsible for all loss or damage arising out of
or relating to the operation of Licensee’s business or arising out of
the acts or omissions of Licensee or any of Licensee’s agents,
servants, or contractors in connection with the sale of Licensee's
products or rendering of services by Licensee, and for all claims for
damage to property or for injury or death of any persons directly or
indirectly resulting therefrom.
Licensor is solely responsible for all loss or damage arising out of
or relating to the operation of Licensor's business; the acts or
omissions of Licensor or any of Licensor's agents, servants, owners,
employees, volunteers, licensees, or contractors; Licensor's products,
services, assessments, or data; violation of this Agreement; claims
for damage to property or for injury or death; destruction, security
breaches, unauthorized access to, tampering with, or loss of
assessments and data.
Each party (Indemnifying Party), at its own expense, shall defend,
indemnify, and hold harmless the other Party and its directors,
officers, members, agents, employees, or contractors (Indemnitee
Party) from any third-party action or suit for which, and to the
extent that, the Indemnifying Party is responsible hereunder by virtue
of its acts or omissions or those of its directors, officers, members,
agents, employees, or contractors, and shall reimburse the Indemnitee
Party for reasonable attorneys' fees, interest, costs of suit, and
other expenses incurred. Each Party shall notify the other promptly of
any claim for which the other is responsible hereunder, and shall
cooperate with the other in every reasonable way to facilitate the
defense of such claim.
Section 5.02 Licensee Not Licensor’s Agent
This Agreement does not in any way create the relationship of
principal and agent between Licensor and Licensee, and in no
circumstances will Licensee be considered an agent of Licensor.
Licensee may not act or attempt to act, or represent itself directly
or by implication, as an agent of Licensor or in any manner assume or
create or attempt to assume or create any obligation on behalf of or
in the name of Licensor. Licensee may not act or represent itself as
an affiliate of any other authorized Licensee of Licensor.
Section 5.03 Compliance with Licensor’s Policies
Licensee will at all times comply with all lawful and reasonable
policies, regulations, and procedures promulgated or prescribed from
time to time by Licensor in connection with Licensee’s use of
Proprietary Marks and Indicia, including but not limited to standards,
techniques, and procedures in rendering services, advertising, and
promotional techniques, and maintenance and appearance of Proprietary
Marks and Indicia. Licensor will give current policies, regulations,
and procedures to Licensee after this Agreement is signed and whenever
these documents are revised.
Article VI. TRANSFER OR ASSIGNMENT
Section 6.01 General Prohibition
Neither Licensor nor Licensee will make or allow any assignment of
this Agreement or of any rights or interest in this Agreement.
Section 6.02 Assignment
Neither Party may assign this Agreement without the prior written
consent of the other Party (including its third-party licensors if
applicable).
Article VII. TERMINATION, DEFAULT, ARBITRATION
Section 7.01 Termination
Either party may terminate this Agreement for any reason by giving the
other party written notice. The terms of the Agreement will remain in
full force and effect during this notice period.
Section 7.02 Events of Default by Licensee
Licensee defaults if these events occur, and Licensor may terminate
the Agreement as follows:
(a) In the event either party fails to make any payment of money owed
to the other party when due, and the default is not cured within 30
calendar days after the non-defaulting party gives written notice of
the default to the defaulting party , then the non-defaulting party
may terminate this Agreement at any time thereafter by giving written
notice of termination to the defaulting party ; or
(b) In the event either party fails to perform any obligation imposed
by this Agreement, other than those referred to in subsection (a) of
this section, and the default is not cured within 30 calendar days
after the non-defaulting party gives written notice of the default to
the defaulting party , then the non-defaulting party may terminate
this Agreement at any time thereafter by giving written notice of the
termination to the defaulting party . However, if the default is of
such a nature that it is not capable of being totally cured with
reasonable diligence within the 30-calendar-day period, then this
Agreement may not be terminated by the non-defaulting party if the
defaulting party has begun, immediately on receipt of the notice, to
exercise reasonable diligence to cure the default, the defaulting
party continues to be diligently engaged in curing the default on the
expiration of the 30-calendar-day period, and the curing is completed
as soon after the expiration of the 30-calendar-day period as is
reasonably practicable.
Section 7.03 Mediation and Arbitration
If a dispute arises over this Agreement, the Strategic Partnership
Agreement, the Warranties and Indemnification, or circumstances or
notice of default in Section 7.02, then either party may give notice
of mediation to the other party, which obligates both parties to
participate in mediation before submitting the dispute to arbitration.
The Parties will mutually select the mediator, and the mediation will
be held in Sacramento, California. Each party will pay half of the
mediation costs and its own expenses. Both parties will diligently and
in good faith participate in the mediation process. Unless required by
law, neither the parties nor the mediator may disclose the existence,
content, or results of the dispute and any resolution without the
prior written consent of both parties. If the parties cannot reach
resolution after diligent participation in the mediation process, then
the dispute will be submitted to arbitration in accordance with the
rules and procedures for commercial arbitration of the American
Arbitration Association or any successor organization, and in
accordance with and subject to all the provisions of the Uniform
Arbitration Act as in force in the State of California. The place of
arbitration will be Sacramento, California. The costs of arbitration
(not including attorneys’ fees) will be borne as provided in the
Uniform Arbitration Act.
Section 7.04 Nonexclusive Remedy
The right of either party to terminate this Agreement pursuant to this
Article, whether or not exercised, is not exclusive of any other
remedies given either party by this Agreement, or by law on account of
any default by Licensee under this Agreement.
Section 7.05 Automatic Termination
This Agreement terminates immediately on the occurrence of any of the
following events, without the necessity of notice of any kind by
Licensor or Licensee:
(a) Either party has been subject to an order for relief in
bankruptcy, or the filing of any petition by or against either party,
under the federal bankruptcy laws or the laws of any state or
territory relating to relief of debtors, for reorganization,
arrangement, or other similar relief, unless the petition filed is
dismissed within 30 calendar days;
(b) The making by Licensee of a general assignment for the benefit of
creditors;
(c) The appointment of any receiver, trustee, sequestrate, or similar
officer to take charge of Licensee’s business, or any attachment,
execution, levy, seizure, or appropriation by any legal process of
Licensee’s interest in this Agreement, unless the appointment of the
officer is vacated or discharged, or the effect of that legal process
is otherwise released within 30 days; or
(d) If Licensee is a corporation, partnership, or other business
association, the occurrence of any act of a type described in
subsection (a) or (c) above that relates to, involves, or affects the
interest of any person owning a controlling interest in Licensee.
Section 7.06 Relief in Equity
It is agreed that in the event of any such breach or default, in
addition to all other remedies provided elsewhere in this Agreement or
by law, Licensor and Licensee will be entitled to relief in equity
(including a temporary restraining order, temporary or preliminary
injunction, and permanent mandatory or prohibitory injunction) to
restrain the continuation of any breach or default, or to compel
compliance with the provisions of this Agreement.
Section 7.07 Obligations After Termination
On termination of this Agreement for any reason, Licensee will cease
to be an authorized Licensee as to any products or services, and
Licensee and all persons directly or indirectly owning any interest in
Licensee or in any way associated with or related to Licensee will:
(a) promptly cause Licensee to pay Licensor all sums owed without
set-off or other diminution on account of unliquidated claims;
(b) immediately and permanently discontinue the use of any of
Licensor’s Proprietary Marks or Indicia or the System, or any
materials that may in any way indicate or tend to indicate that
Licensee is an authorized Licensee of Licensor or is associated with
Licensor; and
(c) Refrain from doing anything tending to indicate that Licensee is
an authorized Licensee of Licensor or is in any was associated with
Licensor.
Article VIII. RENEWAL
Section 8.01 Renewal Option
Licensee is granted an option each year to extend this Agreement for a
successive one-year period. The Licensee may exercise this option by
paying the renewal fee before the expiration date, which will cause
the license to be renewed for an additional one year.
Section 8.02 Conditions for Renewal Option
Licensee may not exercise the renewal option referred to in Section
8.01 above unless all amounts to be paid by Licensee to Licensor are
currently paid, and no default under this Agreement exists uncured
five calendar days after the Licensee has received written notice of
any overdue amounts.
Article IX. MISCELLANEOUS PROVISIONS
Section 9.01 “Licensee”
On any effective assignment of Licensee’s interest in this Agreement,
any and all references to “Licensee”, unless the context otherwise
requires, will refer to the assignee.
Section 9.02 Section Headings
Section headings are for convenience of reference only. They are not
construed as part of this Agreement and do not limit or define the
meaning of any provision in this Agreement.
Section 9.03 Cost of Enforcement or Defense
In the event either party is required to employ legal counsel or to
incur other expense to enforce any obligation under this Agreement, or
to defend against any claim, demand, action, or proceeding by reason
of the other party's failure to perform any obligation imposed by this
Agreement, and provided that legal action is filed by or against one
party and the action or its settlement establishes the other party's
default, then the party incurring the expense will be entitled to
recover from the other party the amount of all reasonable attorneys’
fees and all other costs and expenses incurred in enforcing the
obligation or in defending against that claim, demand, action, or
proceeding, whether incurred before, in preparation for, or in
contemplation of the filing of an action or thereafter. Nothing
contained in this section relates to arbitration proceedings pursuant
to this Agreement.
Section 9.04 Remedies Cumulative
All rights and remedies conferred on either party by this Agreement
and by law are cumulative, and neither the exercise nor the failure to
exercise any right or remedy precludes the exercise of any other right
or remedy.
Section 9.05 Non-waiver
Non-enforcement of this Agreement won't be construed as a waiver of
any part of the Agreement. No provision in this Agreement is waived
unless the waiver is in writing and signed by the person against whom
the waiver is claimed.
Section 9.06 Invalidity and Severability
If any provision of this Agreement is found to be invalid or
unenforceable, either in its entirety or by virtue of its scope or
application to given circumstances, that provision will be deemed
modified to the extent necessary to render the same valid, as not
applicable to the given circumstances, or to be excised from this
Agreement, as the situation may require. This Agreement will be
construed and enforced as if that provision had been included in this
Agreement as so modified in scope or application or had not been
included in this Agreement. It is the stated intention of the parties
that had they known of any invalidity or unenforceability at the time
of entering into this Agreement, they would have nevertheless
contracted on the terms contained in this Agreement, either excluding
those provisions, or including those provisions only to the maximum
scope and application permitted by law. If the total or partial
invalidity or unenforceability of any provision of this Agreement
exists only with respect to the laws of a particular jurisdiction,
this section operates on that provision only to the extent that the
laws of that jurisdiction are applicable to that provision.
Section 9.07 Notices
Any notice or demand given or made pursuant to the terms of this
Agreement must be served in the following manner:
(a) If given to Licensor, notices and demands must be sent by mail,
postage fully prepaid, addressed to:
Polarity Partnerships, LLC
733 35th Street
Sacramento, CA 95816
or at the changed address or addresses as Licensor may designate AND
emailed to:
Leslie@PolarityPartnerships.com
(b) If given to Licensee, notices and demands must be sent by mail,
postage fully prepaid, addressed to Licensee at the address of
Licensee’s business as shown in Section 2.01 or to the changed
address(es) that Licensee may designate AND emailed to
tracy@missinglogic.com.
(c) Notices and demands will be deemed to have been given or made, and
deemed effective, on receipt, or ten calendar days after mailing, or
the date that the email is posted to an inbox, whichever is later
Section 9.08 Binding Effect
This Agreement is binding on and inures to the benefit of the parties
(including the parties whose signatures follow those of Licensor and
Licensee) and their respective heirs, executors, administrators,
personal representatives, successors, and assigns.
Section 9.09 Governing Law
The validity of this agreement and of any of its terms or provisions,
as well as the rights and duties of the parties under this agreement,
shall be construed pursuant to and in accordance with the laws of the
state of California.