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Healthy Steps Nutrition Termination Agreement

This serves as the notice of the Termination of the Copyright License Agreement ("Termination Agreement") as set forth in the Copyright License Agreement (“Original Agreement”) made effective on (hereafter referred to as the "date of initiation" between Nicole Marchand Aucoin, of 2051 Green Road Suite A, Deerfield Beach, Florida 33064 and (hereafter referred to as "the licensee.") You are required to finish the length of your initial contract of eight months. If signed prior to the completion of the initial commitment, this will serve as the 30 day notice applied to the last month of the contract and your agreement will not renew. If you have completed the initial contract, this will serve as your 30 day cancelation notice.

As set forth in the Original Agreement, the licensee was granted an non-exclusive license by Nicole Marchand Aucoin (“Healthy Steps Nutrition”) as set forth in the Original Agreement for the use of certain intellectual property of Healthy Steps Nutrition. The Original Agreement sets forth Licensee’s non-exclusive use of intellectual property of Healthy Steps Nutrition, as well as Licensee’s obligations, including termination provisions in respect to all parties. Licensor agrees that any work of authorship created by Licensee and using any portion of the Work (“Derivative Work”) shall be the property of Licensor. Licensee agrees to transfer any and all rights in the Derivative Work to Licensor and agrees to sign any document necessary to effect this transfer.

Consistent with paragraph 13 of the Original Agreement, Healthy Steps Nutrition provides notice that effective . Licensee will cease the distribution and use of all intellectual property, in whatever form, provided by Healthy Steps Nutrition including, but not limited to ceasing reproducing, advertising, marketing and distributing the Work immediately on the date of notification by Healthy Steps Nutrition. Licensee shall not have the right to fill any existing orders, or to sell off existing copies of the Work in stock, after receiving notification of termination by Healthy Steps Nutrition. Licensee shall provide to Healthy Steps Nutrition an affidavit stating that Licensee has returned all materials referenced in paragraph 4 of the Original Agreement to Healthy Steps Nutrition, has ceased to advertise services provided by Healthy Steps Nutrition, has ceased from advertising the contractual employment of any representatives of Healthy Steps Nutrition in whatever capacity, and has taken affirmative steps to delete and make inoperable any matters referenced in paragraph 4 of the Original Agreement provided to Licensee by employees or contractors of Healthy Steps Nutrition, in whatever format they may exist. All advertisement of partnership with Healthy Steps Nutrition must be taken down prior to termination date. If you are found to be using Healthy Steps Nutrition material, fees will be charged in the amount of $50 per day for infringement of IP and Termination Agreement.

Termination or expiration of this Agreement shall not extinguish any of Licensee's or Healthy Steps Nutrition's obligations under the Original Agreement including, but not limited to, the obligation to pay royalties which by their terms continue after the date of termination or expiration.

INCORPORATION OF ORIGINAL AGREEMENT. Provisions of the Original Agreement dated on the date of initiation are incorporated into this Termination Agreement, and shall be attached as Exhibit 2 of this Termination Agreement.

NOTICE OF COMPLIANCE. Licensee will provide Healthy Steps Nutrition with an Affidavit consistent with paragraph 3 of this document no later than 72 hours after receiving notification of this termination agreement. Licensee’s Affidavit shall be attached as Exhibit 1 of this Termination Agreement.

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.

NOTICE. The address of each party hereto as set forth in the beginning of this Agreement shall be the appropriate address for the mailing of notices, checks and statements, if any. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.

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 Florida. Parties agree the choice of forum shall be Broward County.

SIGNATORIES. This Agreement shall be signed on behalf of Health Steps Nutrition by Nicole Marchand Aucoin, CEO and on behalf of (hereafter referred to as "the business listed above" and effective as of the date first above written.

Nicole Marchand Aucoin

AFFIDAVIT AND CERTIFCATION OF RETURN OR DESTRUCTION OF INTELLECTUAL PROPERTY IN COMPLIANCE WITH TERMINATION AGREEMENT

I, , in my capacity as an owner of the business listed above, hereby certify that I have returned, destroyed, or caused the destruction of all intellectual property as referenced in paragraph 3 of the Termination Agreement dated , and paragraph 14 of the Original Agreement dated on the date of initiation, that was in the name of the business listed above's possession, custody, or control, in whatever format, and that neither any third parties, employees, or contractors, have retained any copies or summaries or compilations, or indices of such referenced matters.

I, the licenseee, further acknowledge the business listed above’s ongoing obligation to ensure compliance with the terms of the Termination Agreement, and will notify Healthy Steps Nutrition no later than 48 hours of any matters found responsive to this Affidavit that require return or destruction after the date of execution.

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Signed by L. Nicole Aucoin
Signed On: January 2, 2018

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May 5, 2017 6:24 pm EDT

Healthy Steps Nutrition Termination Agreement Uploaded by L. Nicole Aucoin - consulting@growyournutritionbusiness.com IP 73.245.17.151