I EXCEL Program

I EXCEL Magazine — Licensing Agreement

This Licensing Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between I EXCEL Program (also referenced as I EXCEL Magazine) (“Licensor”), and [_____________________________], a [State] [Entity Type__________________] with a principal place of business at [Address ________________________________] (“Licensee”). Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose and Program Description

1.1 Program. Licensor owns and provides access to the I EXCEL Program and related materials, including the I EXCEL Magazine (collectively, the “Program”).

1.2 Licensed Offering. Under this Agreement, Licensor grants Licensee a limited license to use the Program to deliver workshops and related services to Licensee’s clients and participants (“Participants”).

1.3 Key Features Included in the License. The licensed package includes:

Interactive I EXCEL Magazine branded with Licensee’s company branding (the “Branded Magazine”).
Online resources supporting workshop delivery and Participant engagement.
Direct results delivery by email to designated recipients, which may include the workshop coordinator, applicant, instructor, and/or other administrative staff designated by Licensee.
Custom online workshop enrollment link branded with Licensee’s company branding.

2. Grant of License

2.1 License Grant. Subject to the terms of this Agreement and timely payment of all fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to:

Use the Program materials solely for Licensee’s internal business purposes in delivering workshops to Participants; and
Use the Branded Magazine and branded enrollment link in connection with those workshops.

2.2 Restrictions. Licensee will not (and will not permit any third party to):

Copy, reproduce, distribute, sell, lease, or otherwise commercialize the Program except as expressly permitted in this Agreement;
Modify, translate, create derivative works from, reverse engineer, decompile, or disassemble any part of the Program (except to the extent prohibited by law);
Remove or alter any proprietary notices;
Use the Program in any way that infringes Licensor’s intellectual property rights.

2.3 Reservation of Rights. All rights not expressly granted are reserved by Licensor.

3. Term, Renewal, and Termination

3.1 Term. The initial term begins on the Effective Date and continues for one (1) year (the “Term”).

3.2 Renewal. The Agreement may renew for additional one-year periods upon payment of the then-current annual licensing fee, unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current Term.

3.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within 15 days after receiving written notice.

3.4 Effect of Termination. Upon termination or expiration:

Licensee must cease using the Program and any Program materials (including the Branded Magazine and enrollment link);
Any outstanding fees become immediately due and payable;
Sections intended to survive (including intellectual property, confidentiality, limitation of liability, and payment obligations accrued) will survive.

4. Fees, Inclusions, and Ordering Terms

4.1 Annual Licensing Fee. Licensee will pay Licensor $999 per year for the license described in this Agreement.

4.2 Included Materials. The annual licensing fee includes ten (10) Instructor Workbooks (the “Included Workbooks”).

4.3 Additional Instructor Workbooks. Licensee may purchase additional Instructor Workbooks at $7.50 per workbook, subject to the minimum order requirements in Section 4.4.

4.4 Minimum Order Requirement. Additional workbook orders are subject to a minimum order total of $300 per order.

4.5 No Additional Fees for Email Results and Branding Items. There is no additional cost for:

Reports and results sent by email to the designated recipients; and
The custom branded online workshop enrollment link; and
The Branded Magazine.

4.6 Payment Terms. Unless otherwise agreed in writing:

The annual licensing fee is due in full at the start of the Term.
Workbook orders are due in full prior to fulfillment.
Accepted payment method(s): [Payment Method(s)].
Late payments may be subject to [Late Fee/Interest] to the maximum extent permitted by law.

4.7 Taxes. Fees are exclusive of applicable taxes. Licensee is responsible for all sales, use, VAT, or similar taxes, excluding taxes based on Licensor’s net income.

5. Branding, Deliverables, and Implementation

5.1 Brand Assets. Licensee will provide branding assets reasonably requested by Licensor (e.g., logo files, brand colors, preferred business name formatting, contact information) to create the Branded Magazine and branded enrollment link.

5.2 Approval. Licensee will review and approve branding proofs within [X] business days of receipt. Delays in approval may delay delivery timelines.

5.3 Delivery Method. Program resources, enrollment links, and Branded Magazine access are delivered electronically unless otherwise specified.

5.4 Designated Recipients for Email Results. Licensee will provide the email addresses and roles of recipients for results delivery (e.g., coordinator, instructor, administrative staff). Licensee is responsible for maintaining accurate recipient information.

6. Licensee Responsibilities and Compliance

6.1 Workshop Administration. Licensee is responsible for:

Scheduling and delivering workshops;
Providing qualified instructors and staff;
Ensuring Participants understand how to access and use the online resources.

6.2 Participant Data and Consent. Licensee will obtain all necessary consents and permissions from Participants for:

Collecting Participant information;
Sending results/reports by email; and
Using Participant data as needed to deliver the Program.

6.3 Lawful Use. Licensee will comply with all applicable laws and regulations, including privacy and anti-spam laws.

7. Intellectual Property

7.1 Ownership. Licensor retains all right, title, and interest in and to the Program, including all related intellectual property.

7.2 Licensee Marks. Licensee retains ownership of its trademarks, logos, and brand assets (“Licensee Marks”). Licensee grants Licensor a limited, non-exclusive license during the Term to use Licensee Marks solely to produce the Branded Magazine and branded enrollment link.

8. Confidentiality

8.1 Confidential Information. Each Party may receive non-public information from the other Party (“Confidential Information”). Confidential Information includes Program materials, pricing terms, business processes, and any non-public technical or operational information.

8.2 Obligations. The receiving Party will:

Use Confidential Information only to perform under this Agreement; and
Not disclose Confidential Information to any third party except to employees/contractors who need to know and are bound by confidentiality obligations.

8.3 Exclusions. Confidential Information does not include information that is publicly available through no fault of the receiving Party, independently developed, or rightfully received from a third party.

9. Disclaimers and Limitation of Liability

9.1 No Guarantees. Licensor does not guarantee specific outcomes from use of the Program.

9.2 Disclaimer. The Program is provided “AS IS” and “AS AVAILABLE,” to the maximum extent permitted by law.

9.3 Limitation of Liability. To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, or punitive damages. Licensor’s total liability under this Agreement will not exceed the amounts paid by Licensee to Licensor in the twelve (12) months preceding the event giving rise to the claim.

10. General Terms

10.1 Independent Contractors. The Parties are independent contractors.

10.2 Assignment. Licensee may not assign this Agreement without Licensor’s prior written consent.

10.3 Notices. Notices must be in writing and delivered to the addresses below (or as updated by notice):

Licensor: I EXCEL Program, Attn: Corporate Licensing Division, [1450 University Ave / Suite: F168, Riverside Ca 92507 ], [[email protected]]
Licensee: [Licensee Contact Name/Title], [Address], [Email]

10.4 Governing Law. This Agreement is governed by the laws of the State of [State], without regard to conflict of laws principles.

10.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the Program license and supersedes prior discussions.

10.6 Severability. If any provision is unenforceable, the remainder will remain in effect.

10.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and signed electronically.