LLC Consulting and Licensing Agreement This Agreement is entered into this day by and between ____________, a consultant ("Consultant"), and _________________ LLC a limited liability company formed under the laws of ________________ ("company"). WHEREAS, the Consultant is the copyright owner of certain written materials which it has developed in order to be used in connection with an instructional program related to sales techniques; WHEREAS, the Consultant is in the business of conducting ____ day instructional programs for the purpose of training certain employees of the company to train other employees of the company in such sales techniques utilizing the materials listed in Exhibit A hereto and are hereinafter referred to as the "Licensed Materials"; WHEREAS, the company is desirous of licensing the Licensed Materials for use by company personnel to train other employees of the company in such sales techniques; and WHEREAS, the company desires to have the Consultant instruct company personnel using the Licensed Materials and for corporate personnel then to use the Licensed Materials for purposes of training other employees of the company. NOW THEREFORE, IT IS AGREED AS FOLLOWS: 1. Obligation of Consultant. The Consultant agrees to the following: A. To provide the Licensed Materials to be used by the company. B. To hereby grant, bargain, sell, assign, license, transfer, convey and set over (all herein called "grant") to the company, upon and subject to the terms and conditions herein set forth, the nonexclusive right to use the Licensed Materials only in connection with the instruction of company personnel and other employees of the company. C. To provide one or more instructional programs, each consisting of ____ days of training, to be conducted at a location in ______________, the exact address to be determined by the company, for certain company personnel, to be selected by the company, at in-house instructional programs using the Licensed Materials. The first such instructional program shall be scheduled to begin on _______________, unless a different time is mutually agreeable to the parties hereto. Additional such instructional programs shall be scheduled at times mutually agreeable to the parties. Each such instructional program shall be for the benefit of a minimum of _____ and a maximum of _____company personnel. If less than ______ persons attend any program, the company shall be charged as if ______ persons were present. D. To provide one follow-up telephone consultation for each company personnel attending an instructional program during the ______ day period following the program. The cost of the telephone charges for such consultation are to be borne by the company. 2. Rights Granted. Without limiting the generality hereof, the Consultant hereby specifically grants to the company for a period beginning this date and ending as provided in Section 5 herein, the nonexclusive following particular rights in the Licensed Materials for use by company personnel only: A. The right to use the Licensed Materials in conducting sales techniques programs for employees of the company. B. The right to reproduce and distribute to employees of the company at said programs only, the Licensed Materials set forth in Exhibit A hereto. 3. Rights Retained. The Consultant hereby specifically retains the following particular rights in the Licensed Materials: A. The right to use the Licensed Materials itself and the right to grant to third parties a nonexclusive license to the Licensed Materials for any purpose. B. The exclusive right to present instructional programs for other entities related to sales techniques. C. The right to reproduce and/or distribute the Licensed Materials in any way (except for the rights granted to company in Section 2 herein). D. All rights of every kind and character whatsoever not specifically granted to the company under the terms of this Agreement. 4 Warranties. The Consultant represents and warrants that it is the sole owner of all rights herein granted in the Licensed Materials and that it has full power and authority to grant said rights to the company, that the Consultant has not done or omitted to do and will not do or omit to do any act or thing by license, grant or otherwise, which will or may impair or encumber any of the rights granted herein or interfere with the full enjoyment of said rights and that, so far as the Consultant is aware, there are no claims or litigation pending or threatened which will or might adversely affect any of the rights herein granted to the company. 5. Term. Unless earlier terminated pursuant to Section 12 herein, the term of this license is for a period equal to the initial copyright period for each of the materials licensed herein. Thus the license of each copyrighted material shall terminate on the date that the initial copyright of that specific material shall terminate. A. Upon termination of this Agreement, the company shall return to the Consultant any and all copies of the Licensed Materials, and their reproductions, described in Exhibit A hereto, which remain undistributed to company personnel. 6. Obligation of company. The company agrees to the following: A. To pay the Consultant the sum of $__________ for the right of the company to use the Licensed Materials. Said amount shall be payable within 30 days. B. To pay the Consultant the sum of $__________ for up to ______ company employees, plus the sum of $______ for each additional company employee, who participates in the first or any subsequent instructional programs described in Section 1C herein. Said sum shall be due and payable as follows: i. $___________ of said sum shall be due and payable on __________; ii. The balance of such sum for the first such program shall be due and payable on the last day of such first program; and, C. For the second and each subsequent instructional program, the sum of $_________ shall be due and payable 30 days before the start of each such second or subsequent program and the balance shall be due and payable within ____ days of the completion of each such program. D. The company agrees to reimburse the Consultant for its reasonable travel expenses that have received the company's prior written approval. Such reimbursement shall be due and payable by the company within 30 days of receipt of an invoice from the Consultant for such expenses. The company acknowledges that such reasonable expenses will include, but are not limited to, the cost of one business class round-trip airline tickets from ______________ to the airport most convenient to the instructional program site, accommodations mutually acceptable to the parties for preparation time and during the program, meals, local transportation and communication costs such as telephone and shipping costs. E. The company agrees to provide appropriate training sites, fully equipped with tables, chairs, an overhead projector, a television set, a VHS standard video machine, _________, and a flip chart. F. The company agrees to provide translators if the persons to be trained are not fluent in English. G. The company agrees to provide access to its service facilities to the Consultant and the persons being trained as part of the instructional programs. 7. Copyrights. The company hereby agrees to not remove the notice of the Consultant's copyright appearing on any collection of all or part of the Licensed Materials used by the company. 8. Assignment. The company may not assign, transfer, license, delegate and/or grant all or any part of its rights or privileges hereunder to any person. In the event that the company shall ever merge or consolidate with another entity, including but not limited to any existing parent or subsidiary, the license granted herein shall extend only to those operations of the new, merged or consolidated entity which are the same, or substantially the same, as the operations of the company preceding the date of the consolidation or merger. 9. Receipt of Licensed Materials. The company acknowledges receipt from the Consultant copies of the materials set forth in Exhibit A hereto. 10. Independent Status. This Agreement shall not in any manner be construed to be a partnership agreement or a joint venture between the parties and the parties hereto expressly agree that this Agreement merely establishes a licensing relationship. 11. Service Marks. The Consultant is the owner of certain federally registered service marks. The company hereby agrees that it shall not use the Consultant's service marks, except as such service marks are contained in the Licensed Materials. 12. Remedies and Limitation on Remedies. In the event of a default by either party, the non-defaulting party shall be limited to the following remedies: A. In the event of a default by the Consultant, the company's remedies shall be limited to the following: i. In the event that the Consultant fails to conduct and/or conclude an instructional program as provided in Section 1C herein, the corporation shall, at its discretion, be entitled to cancel such program and all future such programs and to receive the return of all sums previously paid for said program and/or subsequent programs. ii. In the event of any other default by the Consultant, and after the company shall have provided the Consultant with written notice of such default and shall have given the Consultant a period of not less than ___ days to cure said default, the company, at its option, shall be entitled to rescind this Agreement and to receive the return of a sum not to exceed all sums previously paid to the Consultant. B In the event of a default by the company, the Consultant's remedies shall be limited to the following: i. In the event that the company fails to make any payment when due, and after the Consultant shall have provided the company with written notice of such default and shall have given the company a period of not less than ___ days to cure said default, the Consultant, at its discretion, may rescind this Agreement, including but not limited to all licenses granted herein, and may file suit against the company for the reasonable value of its services and materials provided to the company to date, such sum not to exceed the sum which would otherwise have been due the Consultant pursuant to this Agreement. ii. In the event that the company infringes upon the copyrights of the Consultant, or uses the License Materials in a manner which exceeds the licenses granted herein, and after the Consultant shall have provided the company with written notice of such default and shall have given the company a period of not less than ___ days to cure said default, the Consultant shall have all rights accorded under the copyright laws of the United States, including but not limited to, the right to seek injunctive relief, and compensatory damages. C. No party shall have any other remedies against the other party, except those specifically set forth herein. Dated this ______ day of ___________, 20__ _______________________________ _______________________________ Signatures