CM-2002-006HEARTMATH TRAIN THE TRAINER LICENSING AGREEMENT
This LICENSING AGREEMENT (this "Agreement"), dated as of August 1, 2002 ("Effective Date"), by and
between HeartMath® LLC ("HeartMath"), a California limited liability company ("HeartMath") having offices
at 14700 West Park Ave., Boulder Creek, California, and the following Organization ("Client"):
Client Name: City of Round Rock, TX
Address: Round Rock, Texas 78664
Contact Person: Bob Bennett Title: City Manager
Telephone: (512) 218-5402
E mail: RBnnt@aol.com
1. Grant: This Agreement grants Client a nontransferable and non-exclusive license to provide HeartMath's
The Power to Change Performance: an Inner Quality Management Program and Freeze -Framer Workshop ("Workshops")
to Client's employees solely at Client's expense, under the direction of HeartMath trained Trainer(s) and not as a
for-profit enterprise. This license does not give Client any right to modify, copy or transfer the Workshops and
other Proprietary Information as described below to any third party, sublicense the Workshops and other
Proprietary Information or to deliver the Workshops to any other person, entity or business. Client agrees that it
will insure compliance with the provisions of this Agreement by its officers, directors, employees and agents.
Client may indicate that Client is licensed in The Power to Change Performance: an Inner Quality Management
Program and Freeze -Framer Workshop. Client may also indicate that Trainer(s) who have successfully completed
the HeartMath trainer training session and have been approved by HeartMath to deliver the Workshops are
HeartMath Trainers.
2. Term: The initial term of this Agreement shall be for a period of one (1) year. This Agreement will be
renewed automatically for additional one year periods provided there has not been any material breach of this
Agreement by Client or by Client Trainers(s) and provided that 1 or more Trainers are delivering Workshops at
the time of renewal.
In the event of renewal, Client agrees, for each twelve (12) month period this Agreement is renewed, each
Trainer will complete one of the following:
a) Receive an on-site Workshop audit and/or co -facilitation or
b) Receive on-site or telephone Trainer coaching and/or consultation or
c) Attend a HeartMath Trainer training session
Client agrees to pay HeartMath all associated costs for renewal requirements, which costs shall be reasonable
and consistent with HeartMath's charges to other clients for similar services.
3. Proprietary Information: Some of the materials that Trainer and/or Client will receive under this Agreement
will contain information which is confidential or proprietary to the Institute of HeartMath, Quantum Intech
and/or HeartMath LLC ("HeartMath"). Collectively, this information, including, without limitation, copyrights,
trademarks, trade names and all of the materials and intellectual property contained therein, shall be referred to
as the "Proprietary Information."
Client and/or Trainers shall not disclose or release Proprietary Information to any third party without
HeartMath's prior written permission.
The Proprietary Information contained in the Workshops includes but is not limited to the following processes
and their applications:
Inner Quality Management® (IQM)
The Freeze -Frame® Tool
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The Physiology of Performance
The Heart Lock -in® Tool
The Intuitive Listening Tool
Freeze-FramerTM Technology
These processes and other Proprietary Information contained in the Workshops may not be presented under any
other name, or presented as part of programs other than the workshops called The Power to Change Performance:
an Inner Quality Management Program and the Freeze -Framer Workshop without written permission from
HeartMath LLC. Use of these HeartMath processes outside of these workshops may require an additional
license.
A Client presentation, training session, workshop or program ("Workshops") may be called The Power to Change
Performance: an Inner Quality Management Program only when the Workshop contains as the sole content the
information presented inThe Power to Change Performance: an Inner Quality Management Program guidebook.
A Workshop may be called Freeze -Framer Workshop only when the Event contains as the sole content the
information presented in the Freeze -Framer Workshop guidebook.
Any replication, in whole or in part, of the Workshops by Trainer(s) or Client for use in customized materials or
services provided to Client employees must be approved, in writing, by HeartMath, LLC. Upon such approval,
HeartMath may require Client to use a title for the program other than The Power to Change Performance: an Inner
Quality Management Program or Freeze-FramerTM Workshop.
4. Trainers: HeartMath Workshops shall be presented only by Client employees and/or Trainers contracted by
Client who are trained by HeartMath to deliver the Workshops and are listed on Exhibit A ("Trainers"). Client
shall provide to HeartMath, upon request, Workshops.
For a Trainer to present HeartMath Workshops, Client agrees to the following:
a) Each Trainer attends and successfully completes HeartMath Trainer Training.
b) Each Trainer meets renewal Terms stated in paragraph 2.
c) HeartMath representatives may observe a HeartMath Workshop conducted by Trainer(s).
d) Each Trainer uses updated Workshop materials prescribed by HeartMath.
e) Each Trainer signs and agrees to the terms in Exhibits B and C whereby agreeing to provide Workshops
pursuant to the terms of this Agreement, to not use the HeartMath name, trademarks or materials for any other
purpose and to follow the Trainer's Code of Conduct.
f) Upon a Trainer's termination of employment with Client or withdrawal of HeartMath's approval to deliver
Workshops, the Trainer shall return all HeartMath material, including but not limited to Trainer manuals and
workshop guidebooks to Client.
HeartMath may withdraw the approval of any Trainer at any time, if, in HeartMath's sole discretion, the
Trainer's performance is determined to be unsatisfactory. In the event that HeartMath withdraws approval of a
Trainer, Client agrees the Trainer will no longer present the Workshops and will cease all activities using
Proprietary Information and materials of any kind.
5. Workshop Materials. Client shall provide a Workshop Materials Packet, including and not limited to the
Workshop guidebook, to each individual attending an Workshop delivered by Trainer(s). Specific materials and
fees for these materials are listed on the Licensing and Training Program Agreement signed and dated
4/4/02
When HeartMath modifies or updates Workshop material, HeartMath shall promptly notify Client and Trainers
of such modification or update. Client and Trainers shall receive copies of the modified or updated materials
free of charge.
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6. Specific Performance. The parties recognize and agree that, in the event Client or Trainer breaches any of the
provisions of this Agreement, including but not limited to any term relating to the protection of the Proprietary
Information, or to the protection of HeartMath's good name and good will in the community, immediate
irreparable injury would be caused, for which there is no adequate remedy at law. It is accordingly agreed that
in the event Client or Trainer fails to perform its obligations hereunder, HeartMath shall be entitled to specific
performance through injunctive relief to prevent breaches of the terms of this Agreement and to specifically
enforce such terms in any action instituted in any court of the United States or any state thereof having subject
matter jurisdiction, in addition to any other remedy a party may be entitled to, at law or in equity.
7. Termination of License. HeartMath may terminate this license immediately by written notice to Client at the
above address in the event that any of the terms are breached by Client or Trainer(s) employed by Client.
HeartMath may also terminate this license in the event that for any reason Client has no currently trained
Trainer as an employee for a period of 120 days or more. Upon termination Client shall return to HeartMath at
Client expense all training materials and Proprietary Information in Client possession within thirty (30) days of
termination.
8. Assignment. This Agreement may be assigned and transferred by HeartMath and shall inure to the benefit of
HeartMath's successor and assigns. Client shall not, by operation of law or otherwise, sell, assign, transfer,
convey, give away or encumber any interest granted by this Agreement without HeartMath's prior written
consent, which shall not be unreasonably withheld. Any purported assignment without HeartMath's prior
written consent shall be null and void and shall constitute a material default hereunder.
9. Entire Agreement. This Agreement represents the entire understanding between the parties and supersedes
any prior agreements whether written or oral. This Agreement may be amended or modified only in writing
signed by the parties hereto.
10. Governing Law. This Agreement shall be governed in accordance with the laws of the State of California. In
the event that any actions are necessary to enforce the terms of this Agreement, the venue for any suit or action
concerning this Agreement shall be Santa Cruz County, California.
11. Miscellaneous.
a) The parties do not intend by entering into this Agreement to create a partnership, joint venture, agency, or
any relationship other than licensor and licensee. Nothing in this Agreement shall be construed to expressly or
impliedly create such a partnership, joint venture or other relationship whereby one party will be liable for the
actions or failure to act of the other. Nothing in this Agreement authorizes Client or Trainer to make any
contract, agreement, warranty or representation on behalf of HeartMath or any of its officers.
b) If any provision of this Agreement is declared void or unenforceable, such provision shall be deemed severed
from this Agreement, which shall otherwise remain in full force and effect.
c) Under no circumstance shall HeartMath be liable for any act, omission, debt or obligation of Client or Trainer.
Client and Trainer shall jointly and severally indemnify and hold HeartMath, its officers, employees and agents
harmless from and against any such claims and the cost of defending against such claims (including reasonable
attorneys' fees) arising directly or indirectly in connection with or as a result of the operations of
Client or Trainer or Client or Trainer's breach of this Agreement and this provision shall continue beyond the
expiration or termination of this Agreement.
d) The failure by either party to assert any of its rights hereunder, including, but not limited to, the right to
terminate this Agreement in the event of a breach or default by the other party, shall not be deemed to constitute
a waiver by that party thereafter to enforce each and every provision of this Agreement in accordance with its
terms.
e) In the event that any suit, action or arbitration shall be commenced by either party to enforce any right or
obligation created hereunder, the prevailing party in such suit, action or arbitration shall be entitled to receive
reasonable attorneys' fees and costs incurred.
(f) The headings in this Agreement are for convenience only and shall not be deemed a part of or in any manner
affect this Agreement or any provision herein.
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C E ave c5F-rooczK,f10(141S HeartMath, LLC
Name (Please print)
C L 3
Title
Signature
Kim Allen
Name
Alliance Relations Manager
Title
TRAINER NAME
Bob Bennett
Teresa Bledsoe
HeartMath Account Executive
EXHIBIT A
TRAINERS
TITLE
City Manager
HR Director
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Client/ HeartMath TTT Trainer
EXHIBIT B
INDIVIDUAL TRAINER'S AGREEMENT
I understand that being a HeartMath® Trainer requires that I agree to the following terms and that if I violate any of these
terms, my standing as a HeartMath Trainer will be terminated.
I understand and agree that the information and all materials given to me in connection with Trainer training (the
"Proprietary Information") are the sole property of HeartMath, the Institute of HeartMath and/or Quantum Intech
(collectively "HeartMath").
I understand that this Proprietary Information, whether or not protected by copyright, is not to be copied or reproduced in
any way and that I will not permit any Proprietary Information in my possession to be duplicated or reproduced and I shall
not modify training materials.
I will not present the Proprietary Information to anyone other than those in a HeartMath workshop or presentation I have
been contracted to deliver by City of Round Rock, TX. I agree that I will not use the HeartMath name or Proprietary
Information for any other purpose.
Upon the termination of my relationship with City of Round Rock, TX or if I violate any of the terms of this Agreement I
shall immediately return all Trainer's training materials to City of Round Rock, TX to return to HeartMath, including, but
not limited to, Manuals, workshop materials and Trainer CDs and videos.
I shall not:
Present any Proprietary Information for any purpose inconsistent with this Agreement.
Present or use Proprietary Information in any presentation outside of my relationship with City of Round Rock,
TX.
Train others to present Proprietary Information.
Da ed is
Sign
day of --S;014G.: , 200 Z
Name (Plea` rint ,
Title
City of Round Rock, TX
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HeartMath is a registered trademark of the Institute of HeartMath.
EXHIBIT C
TRAINER CODE OF CONDUCT
As a condition of being a HeartMath® Trainer, I agree to practice the following "Code of Conduct:"
As a HeartMath Trainer, I understand the importance of maintaining the highest quality and integrity in my interactions
with those who attend my presentations. I understand that practicing the HeartMath principles and tools I will be teaching
is an important qualification for being a HeartMath Trainer. Therefore, I agree to abide by the following:
I agree to ongoing study and practice of the principles and tools of the HeartMath system, to the best of my ability.
I agree to sincerely practice the HeartMath technology as taught in seminars and workshops.
I agree to uphold the name, goodwill and integrity of HeartMath, its programs and materials.
Name (pleaseprint)
G 1L In?/4N
Ale --
Title
City of Round Rock, TX
HeartMath is a registered trademark of the Institute of HeartMath.
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