This ITMA Licensing Agreement (“Agreement”) is made effective as of _______________________, 2018, by and between the International Tea Masters Association, 2782 Broadway, #302, San Diego, California 92102, U.S.A., and Michael Loren Siegel, 178 Hamilton St., Providence, RI 02907.
WHEREAS, the International Tea Masters Association was founded to provide Mastery Level training, education, and professional certification to individuals desiring to become an ITMA Certified Tea Sommelier™, an ITMA Certified Tea Blender™, and an ITMA Certified Tea Master™. It is respected as meeting superior educational standards by offering its ITMA Certified Tea Sommelier Course™ for achieving the ITMA Certified Tea Sommelier™ designation, its ITMA Certified Tea Blending Course™ for achieving the ITMA Certified Tea Blender™ designation, and for its ITMA Certified Tea Master Course™ for achieving the ITMA Certified Tea Master™ designation
WHEREAS, the party granting the right to use the licensed property is referred to as the “Association,” and the Applicant receiving the right to use the licensed property is referred to as the “Affiliate.”
The parties agree as follows:
RESPONSIBILITIES AND DUTIES. The Affiliate’s responsibilities shall include (but shall not be limited to) the following: take responsibility for major duties and responsibilities assigned by the Association, complete the Association’s training to become an ITMA Certified Tea Sommelier; complete the Association’s requirements for becoming a trainer for leading group instruction for conducting Association training courses for becoming an ITMA Certified Tea Sommelier; book and pay for meeting room facilities at a hotel or other facility; market to and attract potential course registrants (instruction provided by the Association); and other related services as agreed upon by the parties hereto. From time to time, the Association may revise the nature of the Affiliates services. The Affiliate will promptly and faithfully comply with all reasonable instructions, directions, requests, rules, and regulations made or issued by the Association, and the Affiliate will perform the services conscientiously and in a timely manner in and to the best of the Affiliate’s abilities at all times, when and wherever required or desired by the Association and pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of the Association. Such duties shall be rendered at a facility selected by the Affiliate. The Affiliate shall devote a reasonable amount of his/her time and attention solely to the Association’s business and interests. During the term of this Agreement, the Affiliate shall not engage, directly or indirectly, in any competitive business activity, regardless of whether it is pursued for gain or profit.
GRANT OF LICENSE. Association owns educational materials, manuals, and information used for training and certifying tea sommeliers and tea masters, as well as a web site (www.teamasters.club) designed to attract and enroll prospective students as registrants in said trainings (“Property”). In accordance with this Agreement, permission is hereby granted to the Affiliate to use the Property and its materials. This is the grant of a license, not a transfer of title, and under this license the Affiliate may not remove any trademark (™) or other proprietary notations from the materials or transfer the materials to another person or “mirror” the materials on any other web server. This license shall automatically terminate if Affiliate violates any of these restrictions. In which case Affiliate must destroy any and all downloaded or copied materials in his/her possession whether in electronic or printed form.
COMPENSATION. The Association agrees to compensate the Affiliate for his/her services with payment of seventy percent (70%) of the tuition revenue collected by the Association resulting from the courses he/she has personally organized and promoted, less the amount charged by the Association’s credit card merchant provider (2.9%+$0.30 per transaction). The remaining thirty percent (30%) of such revenue will be retained by the Association. The Association agrees to pay the funds to the Affiliate on the first day of each month provided that the balance on account exceeds Two Hundred Fifty U.S. Dollars (US$250). The Affiliate will be responsible for absorbing the transaction fees associated with payments made to him/her by the Association. Such payments are normally made using Paypal (2.9%+$0.30 per transaction).
REFERRALS. The Association agrees to forward to Affiliate any and all forms of communications received from current and prospective registrants residing in or near the city in which the Affiliate resides as well any of the cities the Affiliate has an ITMA Certified Tea Sommelier Course sccheduled..
NON-SOLICITATION. During the term of this Agreement and for a period of two years thereafter, the Affiliate shall not: (a ) canvas, solicit, procure, or assist in the canvassing, soliciting, or procuring any client, customer, or employee of the Association who is known to the Affiliate as a result of his/her involvement with the Association for the purposes of competing with the Association; (b) accept business from any client, customer, or employee of the Association known to the Affiliate as a result of his association with the Association for the purpose of competing with the Association; or (c) otherwise contact, approach, solicit, or procure any entity known to the Affiliate through his association with the Association before the Date of this Agreement in such a way as may cause detriment to the Association.
NON-COMPETITION. At the end of the term of this Agreement, by expiration or termination, the Affiliate shall not directly or indirectly engage, own, manage, control, operate, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business similar to the type of business conducted by the Association for a period of two years anywhere within sixty (60) miles of the city in which the Affiliate resides. If the Affiliate breaches or threatens to breach the terms of this Section, the Association shall be entitled to a preliminary restraining order and injunction restraining the Affiliate from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Association from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Affiliate.
NON-INFRINGEMENT. Affiliate agrees to use the Property solely for face-to-face or group training and online training.
MODIFICATIONS. Affiliate may not modify or change the Property in any manner whatsoever without the approval of the Association.
DEFAULTS. If Affiliate fails to abide by the terms of this Agreement, the Association shall have the option to cancel this Agreement by providing 30 days written notice to Affiliate. Affiliate 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.
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 Association is obtained.
TERMINATION. This Agreement may be terminated by either party for cause by providing 30 days written notice to the other party. Upon effective termination, the Affiliate has five (5) days from the date of termination to cease using any and all of the information contained in the Property on its web site, social media site, and collateral materials. Failure to do so will constitute infringement of the Association’s trademarks and copyrights and necessitate legal action.
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.
AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
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.
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.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Texas.
International Tea Masters Association
Claudia Zarate, Executive Director