Curriculum License Agreement

WHEREAS, Licensor created a program for ministry focused on women in the adult entertainment business under the name “Love Nashville;"

WHEREAS, Licensor desires to make this program available to others to replicate in their community;

WHEREAS, Licensor is providing templates, protocols and procedures to assist Licensee in establishing a program in its community (collectively the "Curriculum");

WHEREAS, Licensee desires to enter into this agreement with Licensor to obtain the nonexclusive right to use the Curriculum.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Licensor and Licensee agree as follows:

1. LICENSEE'S RIGHTS
1. Licensor hereby grants to Licensee a nonexclusive license to use the Curriculum throughout its community (the “Licensed Territory”).
2. Licensee shall have the right to make and use improvements and modifications to the Curriculum. We ask that such improvements and modifications must be consistent with the ministry purpose and objectives of the Curriculum. Licensor will own all such improvements and modifications.
2. TERMINATION
1. This Agreement will terminate, at the Licensor's election, in the event that Licensee uses the Curriculum or the name “Love YOUR CITY” in any inappropriate manner. Licensee shall notify Licensor of any apparent unauthorized or improper use of the Curriculum.
3. REPRESENTATION AND WARRANTIES
1. Licensor represents and warrants as follows:
1. The Licensor is the sole owner of the Curriculum.
2. That the Curriculum does not,to the best of Licensor’s knowledge, infringe on any copyright, trademark, or tradename of any third party.
3. That Licensor has full legal power to grant the rights to Licensee under this Agreement.
4. LIABILITY OF LICENSOR
1. Indemnification. Licensee is solely responsible for any liability arising out of or related to the use of the Curriculum. Licensee shall indemnify and hold harmless Licensor and its representatives for any of the following: 1) claims for damages that accrued from Licensee’s use of the Curriculum, whether through contract or tort; 2) consequential, incidental, indirect, or special damages, even if Licensor is informed of their possibility; 3) claims against Licensee by any other party; 4) any act or omission of any other party furnishing services to Licensee; and 5) any and all other liabilities, losses, damages, costs, and expenses, including reasonable attorney's fees and experts' fees, associated with any claim or action brought against Licensor related to or arising out of the Licensee's use of the Curriculum and/or the name “Love YOUR CITY.” This indemnification agreement will survive termination of this Agreement.
5. MISCELLANEOUS
1. EntireAgreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and may not be modified except by a writing signed by authorized representatives of the parties hereto.
2. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
3. Copyrights, Trademarks and Trade Names. Licensor grants to the Licensee the nonexclusive right to use any copyright, trademarks or trade names of Licensor in Licensee’s community.
4. Disagreements. The parties agree to submit any dispute under this Agreement to non binding mediation prior to filing any action in court. Venue for mediation or court shall be agreed upon by the parties. Any party who determines that it will not be bound to the decision of the Mediator(s) shall be liable for the cost and expense of the other party, including reasonable attorney fees, if that party obtains an equal or lesser result in court. The decision of Licensor shall be final on any disagreement between Licensee and Licensor relating to the content and use of the Curriculum. Any other disputes between Licensee and Licensor shall be submitted to binding arbitration through the procedure established by the American Arbitration Association.
5. Relationship. Nothing contained herein shall be construed to join the parties as partners, joint venturers or principal and agent, and the licensee shall have no power to obligate Reclaiming Hearts Ministries contractually or otherwise in any manner.