AGREEMENT

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This is an Agreement between the undersigned, who wishes to become an Independent Manners Mentor(TM) (also referred to as "I" or "me") and Manners Mentor, Inc., a Florida corporation (referred to as the "Company").

A. I understand and agree to the following terms as a condition to the Company licensing me to operate as an Independent Manners Mentor(TM):

1. As a licensee, I am authorized to teach Maralee McKee's Manners that Matter(TM) program and related curricula. I also will be authorized to purchase from the Manners Mentor(TM) website, copies of such program and curricula for use by myself, my students, and the parents of my students, along with business cards, logos, internet website designs, fliers, advertising copy, letterhead and envelopes, business forms, and best practices documents, all produced to Manners Mentor(TM)'s exacting quality standards. The license granted herein is personal to me and I may not assign, sub-license, transfer, or otherwise convey my rights or obligations under this Agreement.

2. The license fee is Three Thousand Four Hundred Ninety-Five Dollars ($3,495.00) and is payable upon application to be an Independent Manners Mentor(TM). Upon acceptance of my application by the Company, the license fee is non-refundable. Upon the first year's anniversary of the Company's acceptance of this Agreement and each anniversary thereafter, I authorize the Company to automatically deduct the annual license fee of Two Hundred Ninety-Five Dollars ($295.00) per my authorized payment method. A reminder will be sent thirty (30) days in advance via email, and a receipt will be sent upon payment via email. I understand that there are additional charges to purchase the Manners Mentor(TM) materials for the use of my students and their parents. I will submit orders for materials on the Company internet website accompanied by full payment. I understand that all orders are subject to acceptance by the Company.

3. I will conduct myself in a manner that reflects the highest standards of integrity and responsibility in keeping with the reputation of the Company. I agree that, as an Independent Manners Mentor(TM), I will be the sole instructor for materials purchased by me or my business. I will not sell Manners Mentor(TM) materials on the internet privately or in any public, retail or service establishments. I agree not to lend or lease any Manners Mentor(TM) materials to any other person. The materials I purchase from the Company are copyrighted and all rights are reserved. I agree not to copy or otherwise violate the copyright of the Company in the Manners Mentor(TM) materials. I understand that information and materials provided to me contain confidential and proprietary information of the Company, and I will not disclose such confidential information.

4. I am an independent business owner. I am not an employee, agent, partner or franchisee of, or joint venturer with the Company. I cannot act on behalf of, represent or conclude any contracts on behalf of the Company. I do not have any authority to incur any debt, obligation or liability on behalf of the Company. Because I am an independent contractor, I am responsible for all self-employment taxes, income taxes and other filings required by law, and I am not covered by any state's unemployment or workers' compensation laws. I will not be treated as an employee with respect to this Agreement for federal, state or local tax purposes, and otherwise. I agree to abide by all federal, state or local laws relating to my Independent Manners Mentor(TM) business. I hereby waive the benefit of any state or federal statutes dealing with the establishment and regulation of franchises.

5. In accepting this Agreement, I acknowledge that as between me and Company, Company is the owner of the Company's trade names, service marks, and trademarks used by the Company (collectively the "Trademarks"). I agree not to use or apply to register any trade names, service marks or trademarks which include a Company trade name, service mark, trademark, or derivation confusingly similar to Company's Trademarks, in any country or territory during or after the term of this Agreement. I agree not to use the Trademarks in combination with the trade name, service mark, or trademark of a third party. I agree to use the Trademarks licensed under this Agreement in the formats, templates, and printed materials provided to me by the Company, and to not modify or other change such materials except as permitted by the formatting of such materials. I agree that I will not re-label the Manners Mentor(TM) materials in a manner that obscures the ownership and authorship of such materials or unduly confuses the Trademarks with my business or the business of a third party. All uses of the Company's Trademarks by me, including the goodwill therein, inure to the benefit of Company. I will not challenge Company's registration of the Company's Trademarks, nor assist any one in challenging them. I will not take any action in derogation of any of the rights of Company in any Company Trademarks. At the request of Company, I will execute any papers or documents reasonably necessary to protect the rights of Company in the Company's Trademarks and execute and deliver such other documents as may be reasonably requested by Company. If I become aware of any infringement on the Trademarks, Company's copyrighted materials, or any other intellectual property rights of Company, I will use reasonable efforts to notify Company.

6. I agree to indemnify and hold harmless the Company and its shareholders, directors, officers, employees and agents (collectively, the "Indemnitees") from and against any and all damages, injuries, liabilities, costs and expenses, including but not restricted to actual legal fees and costs charged to any of the Indemnitees, that may be incurred by any of the Indemnitees or claimed by any third parties against any of the Indemnitees in connection with any of my services and business as an Independent Manners Mentor(TM), any negligent or wrongful conduct by me or any person who is related to or affiliated with me, and any breach of this Agreement by me or by any person who is related to or affiliated with me. I also indemnify and hold harmless Indemnitees against all liability, costs, and expenses, including but not limited to reasonable attorneys fees, arising out of or in connection with claims relating to an attempted assignment, sublicense transfer, or other conveyance of Company's rights and obligations.

7. I authorize the Company to release my name and telephone number in response to a request for an Independent Manners Mentor(TM) in my area unless I notify the Company in writing that I do not want such information released. I acknowledge that I have not received an exclusive or geographical license regarding my use of the Manners Matter materials.

B. The Company agrees to the following terms and conditions:

1. The Company grants me, as an Independent Manners Mentor(TM), the non-exclusive, non-transferable, royalty-free, and limited license to use the Maralee McKee Manners that Matter(TM) program, related materials, and Trademarks of the Company, but only while the license granted under this Agreement is in effect, only in conjunction with teaching or training of students in connection with the Manners Mentor(TM) materials, and only within the fifty (50) United States and the District of Columbia. The relationship created herein, in addition to an independent contractor, is that of licensor and licensee and the parties hereby acknowledge and agree that nothing herein shall be deemed to constitute licensee as a franchisee of Company.

2. The Company will not impose on me, as an Independent Manners Mentor(TM), any geographical territories or limits relating to sales and recruiting within the fifty (50) United States and the District of Columbia.

C. Independent Manners Mentor(TM) and Company agree to the following additional terms and conditions:

1. This Agreement is subject to acceptance by the Company's home office in Orlando, Florida, and conditioned upon the receipt of proof of general liability insurance that includes the sexual misconduct rider described above. This Agreement is effective for twelve (12) months from the date of acceptance. Upon further acceptance of the Company and payment of the renewal license fee, this Agreement may be renewed for additional terms of twelve (12) months.

2. The Company may terminate this Agreement immediately for cause, without obligation to make any refund for any materials purchased. Termination of this Agreement will result in the cancellation of the right to use Manners Mentor(TM) materials or to purchase additional Manners Mentor(TM) materials.

3. The Company is not providing me an exclusive or geographical license, but Company does warrant that it will not license more than Five Thousand (5,000) persons as Independent Manners Mentor(TM)s at any one time within the fifty (50) United States and the District of Columbia.

4. THE MANNERS MENTOR(TM) MATERIALS ARE LICENSED "AS-IS", AND COMPANY GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. I MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LOCAL LAW WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER APPLICABLE LOCAL LAW, THE COMPANY EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. I MAY RECOVER FROM THE COMPANY AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE PRICE PAID AS A LICENSE FEE. I MAY NOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. This limitation applies to anything related to the Manners Mentor(TM) materials, services, and Company or third party internet websites, and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

5. This Agreement cannot be altered, modified or changed through any other information provided by Company to me. This Agreement may only be altered, modified or changed by a writing issued by an authorized Company representative.

6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns; provided, however, the license granted hereunder is personal to the Independent Manners Mentor(TM) and may not be transferred. This Agreement shall be enforceable in accordance with the laws of the State of Florida, with venue for any action in Orange County, Florida. THE PARTIES HERETO WAIVE THE RIGHT TO A JURY TRIAL, AND AGREE TO A BENCH TRIAL IN THE EVENT OF ANY LITIGATION THAT MAY RESULT HEREUNDER.

7. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for in this Agreement shall be given via email using the email address of the Independent Manners Mentor(TM) on record with the Company or to the Company at ________________________.

8. In the event of a breach of this Agreement by an Independent Manners Mentor(TM), if the Company is the prevailing party in any action to enforce the Company's rights hereunder, the Company shall be entitled to recover all of its costs and expenses, including reasonable attorney's fees, and attorney's fees and costs on appeal. By submitting an online agreement and clicking the I ACCEPT button and typing in my first and last name below, I agree to enter into the above Agreement with the Company as an Independent Manners Mentor(TM).

I have read the complete ABOVE AGREEMENT and fully accept it with my electronic signature below.
I want to Become an Independent Manners Mentor now!
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