AGELESS FITNESS™ LICENSING AGREEMENT

THIS LICENSING AGREEMENT (“Agreement”) by and between Functional Aging Institute, LLC. An Indiana Limited Liability Company DBA Ageless Fitness™ (“AF”) and (LICENSEE).

RECITALS

WHEREAS, AF owns logos, trademarks, operational processes, marketing systems, trade secrets, domain name registrations, websites, brands, celebrity and expert endorsements, and national branding campaigns relating to the name “Ageless FitnessTM” (hereafter “Licensed Properties” or “LP”); and

WHEREAS, LICENSEE desires to obtain from AF a right to use the LP in association with its business in the fitness industry; and

WHEREAS, LICENSEE and AF desire to enter into this Agreement pursuant to which AF will license its LP to LICENSEE in exchange for compensation; and

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows.

 

DEFINITIONS

“Owner Website” means in the event a website is created, hosted and maintained by AF for the benefit of LICENSEE and which is a AF branded site that is customized for each particular LICENSEE with information supplied by the LICENSEE via the Website Questionnaire.

“Resource Website” refers to an internet website operated and maintained by AF which contains marketing suggestions, business advice as well as other information and tools for use by LICENSEE.

“Term” refers to the duration of this Agreement, which shall initially be three years and which may be extended or terminated as provided herein.

“Territory” refers to a geographic area within which a LICENSEE has the exclusive right to use the LP.

“Website Questionnaire” refers to a form, which is used by a LICENSEE to convey particular information to AF for use in the creation by AF of an Owner Website.

 

1. GRANT OF LICENSE

AF grants to LICENSEE a non-exclusive license to use the LICENSED PROPERTIES, display the LICENSED PROPERTIES, and conduct business pursuant to the LP. subject to the terms of this Agreement (the “License”).

2. OWNERSHIP AND USE OF THE LICENSED PROPERTIES

2.1. LICENSEE acknowledges that AF owns the LP and all rights therein and that nothing in this Agreement shall give LICENSEE any right, title or interest in or to the LP beyond what is expressly granted herein.

2.2. LICENSEE shall not take any action or assist or permit any third party to take any action that may impair AF’s rights in the LP or that may dilute, tarnish or infringe the LP or any portion thereof, including the assertion of any rights to the use or ownership of the LP. Furthermore, LICENSEE shall cooperate with any efforts by AF to prevent infringement or unauthorized use of the LP, including cooperation with respect to informal investigation as well as the formal prosecution of claims through litigation or administrative action, provided such cooperation does not impose a substantial economic burden on LICENSEE/LICENSEE.

2.3. LICENSEE may not sell, transfer or assign this Agreement and the rights conferred hereunder unless LICENSEE receives written approval from AF for any sale, transfer or assignment. AF reserves the right to approve all sales, transfers and assignments, but we will not unreasonably withhold approval. There is a one-time, non-refundable Transfer Fee of US $2,500.00 that must be paid to AF prior to finalization of the sale, transfer, or assignment.

2.4. No right, title or interest is created or conveyed by this Agreement, except as expressly set forth herein.

3. SUBSCRIPTION AND PAYMENT
In consideration for the License, LICENSEE shall pay AF the following fees:

3.1. A one-time purchase fee of US $4,900.00 (“Purchase Price”) shall be due and payable at the time this Agreement is executed.

3.2. Upon payment of the Purchase Price and execution of this Agreement by AF, LICENSEE shall receive the following materials: Access to the resource site; training webinars and a live two-day workshop for hands on training. The Membership Website and all content contained therein is the property of AF and is contained within the definition of LP.

3.3. A monthly licensing fee of US $400.00 (“Monthly Fee”) is payable beginning the 61st day after the initial buy-in payment has been paid and shall be due on a 30-day billing cycle each month thereafter, for the duration of the Term for the first location.

3.4 Provided LICENSEE is not in default with respect to the Monthly Fee, AF shall continue to provide the following to LICENSEE: (i) hosting, maintenance and regular updates to LICENSEE Owner Website; (ii) access to the Resource Website, (iii) continuing right use of the AF LP; (iv) Revised AF marketing materials as they become available; and (v) Permission to attend all AF conferences.

4. TERRITORY

The License shall be exclusive to LICENSEE within the Territory and LICENSEE shall have the right to operate their AF program within the assigned territory they have been given for that particular AF location, which is to be defined by mutual agreement of AF and LICENSEE after execution of this Agreement. LICENSEE agrees to not market outside their designated territory, without prior written consent from AF HQ. LICENSEE may relocate the outlet with our written consent, which will not be unreasonably withheld. Not less than 90 days before the desired date of relocation (unless prior notice is impractical because of a required relocation in which event your notice must be given as soon as possible), you must make a written request for consent to relocate, describing the reasons for the relocation and providing complete written details respecting any proposed new location. Within 20 business days after we receive your request, we will either approve or disapprove in writing such closure or relocation in our sole discretion. If we disapprove of a proposed relocation, you may request an alternative proposed new location.

5. INTEGRATION

This Agreement constitutes a single, integrated written contract expressing the entire agreement of the parties concerning the subject matter referred to herein. All prior and coinciding discussions and negotiations are superseded by this Agreement.

6. TERM AND TERMINATION

6.1. This Agreement shall be effective as of the date executed by AF and shall continue for three (3) years and automatically renews every three (3) years unless either party elects to terminate by providing written notice to the other party no later than ninety (90) days prior to the date of expiration.

6.2. LICENSEE may terminate the Agreement by exercising a one-time payment “Buy-Out” option of $3,000.00 for each licensed location which is contingent upon the LICENSEE being current with all Licensing fees due to AF. Upon “Buy-Out” termination, LICENSEE must relinquish all rights to AF.

6.3. LICENSEE understands and agrees that upon termination of this Agreement, LICENSEE must cease use of the LP and will no longer have access to any resources otherwise available from AF HQ in connection with the License, including those set forth in section 3.4, above. LICENSEE acknowledges and agrees that continued use of the LP after the termination of the Agreement will subject AF to suffer irreparable damage to its brand, not compensable by money damages and therefore shall not have an adequate remedy at law in the event of an unauthorized use or breach of the provisions of this Agreement. Accordingly, AF shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual The foregoing shall be in addition, and without prejudice, to such rights that AF may have at law or in equity.

6.4. Should LICENSEE fail to strictly comply with any obligation set forth herein, whether a payment obligation or otherwise, AF may terminate this Agreement.

7. INDEMNITY AND INSURANCE

LICENSEE shall defend (with counsel chosen by AF), indemnity and hold AF and its affiliated entities, partners, employees, consultants, legal counsel, members, managers, representatives, and agents (collectively the “Indemnities”) harmless from and against any and all losses, claims, suits, causes of action, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which LICENSEE is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with LICENSEE’s business operations.

LICENSEE you are responsible for all costs or liabilities arising from the operation of your Outlet, and it is imperative you carry adequate insurance to protect yourself. The current required minimum coverage and limits of insurance are (i) General Liability at minimum limits of $1,000,000 per occurrence / $3,000,000 annual aggregate,  and (ii) Workers’ Compensation to meet the statutory coverage of the state where your Outlet is located. To the extent permissible under law, these insurance requirements may be satisfied with a combination of primary, umbrella and/or excess policies. All insurance policies will name you as named insured and, with the exception of Workers' Compensation, will name us and any of our subsidiaries and affiliates of these companies now existing or which may hereafter exist as additional insured, including their employees, officers and directors on additional insured endorsement forms. All required insurance must be purchased from insurance companies of good reputation with a rating of "A VII" or better by A. M. Best Company or its equivalent in your region. The costs of premiums will vary based on location of the Outlet and any prior claim history. LICENSEE shall provide AF with a certificate of coverage within sixty (60) days of the date this Agreement is effective.

8. SEVERABILITY

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

9. GOVERNING LAW

This Agreement shall be interpreted under the laws of the State of Indiana. Furthermore, the parties to this Agreement hereby expresses consent to jurisdiction of and in the Superior Court of Indiana, with respect to any dispute among them, and enforced in courts located in Tippecanoe County, or any courts as solely determined by AF.

10. NON-DISCLOSURE, NON-CIRCUMVENTION, NON-COMPETITION

LICENSEE acknowledges that the LP consist of and are the product of information, skill, knowledge, expertise, and trade secrets of AF. In granting the License, AF shall disclose LP and other trade secrets to LICENSEE which, but for the restrictions and promises set forth herein, would substantially comprise AF. Therefore, to ensure the protection of and maintain the value of the LICENSED PROPERTIES and the trade secrets, LICENSEE promises not to and shall not (i) disclose the LICENSED PROPERTIES or the trade secrets to anyone other than its employees, and then only upon obtaining their express written promise to maintain confidentiality of the LICENSED PROPERTIES and the trade secrets, (ii) use the LICENSED PROPERTIES or the trade secrets for the benefit of LICENSEE or for the benefit of another, (iii) initiate communication directly or indirectly with any person or entity reasonably considered a potential customer of AF (“Customers”) for the purpose of competing with AF, (iv) seek or enter into a business relationship with one or more Customers which could in any way restrict AF’s ability to profit from the LICENSED PROPERTIES or the trade secrets; or (v) otherwise misappropriate the LICENSED PROPERTIES or the trade secrets. LICENSEE assumes liability for violation by its employees of the confidentiality and similar restrictions contemplated herein.

The parties agree that injunctive relief would be necessary and proper to prevent a threatened or imminent breach of this section of the Agreement because the harm which is likely to result from such a breach is irreparable and could not be remedied with a money judgment.

11. AUTOMATED EXTERNAL DEFIBULATOR (A.E.D)

AF requires that every LICENSEE shall provide proof of having an A.E.D in their LP within 90 days of the effective date of this agreement. LICENSEE shall provide pictures identifying their compliance to this requirement. Failure to provide AF proof of this requirement is grounds for termination of this LICENSE AGREEMENT.

12. ADDITIONAL LOCATIONS

LICENSEE acknowledges that there are no additional fees to run the LP at an additional location. A monthly licensing fee of US $250.00 (“Monthly Fee”) is payable for each additional location beginning six months after the initial opt-in has been received and shall be due on a 30-day billing cycle each month thereafter, for the duration of the Term.

LICENSEE agrees to license the AF program in all of its facilities unless otherwise agreed upon by AF. AF reserves the right to deny a location’s ability to license the AF program in such cases when the territory is unavailable or when it is deemed by AF as inappropriate.

13. OTHER

AF makes no warranties, express or implied, as to the amount of any profit, or loss, that may be expected by any LICENSEE with respect to the License or the use by LICENSEE of the LP or any of the AF materials provided in connection therewith.

Nothing herein shall be construed to create an employment or agency relationship. At no time will LICENSEE or any of its agents or employees be considered an employee of AF.

AF trademarks, trade names or other materials described herein as being the sole property of AF may not be used by LICENSEE in any manner that would confuse the general public as to the ownership of such items or in any way dilute the strength of any of AF’s trademarks, trade names or other LP. Additionally, LICENSEE shall not alter or modify the LP. By way of example and not of limitation, a LICENSEE may not use, or register with any governmental entity, a business name such as “Jim Smith’s Ageless Fitness,” without the prior written consent of AF.

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