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HSN Mentoring License Agreement

COPYRIGHT LICENSE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of the date of the last signature by either party , by and between HEALTHY STEPS NUTRITION LLC, a Florida Limited Liability Company with an address at 2051 Green Road Suite A, Deerfield Beach, FL 33064 (the “Licensor”), and (hereafter referred to as "the business listed above") (the “Licensee”);

WHEREAS, Licensor offers physical fitness instruction services and nutrition counseling;

WHEREAS, Licensor owns all copyrights in the works as described in Appendix A (collectively known as the “Work”), and has the exclusive right to license to others the right to produce, copy, make, sublicense or sell the Work;

WHEREAS Licensee wishes to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration as set forth herein, Licensor and Licensee agree as follows:

Grant of License and Scope.

A. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license, nationwide, license to use the Work in connection with Licensee’s in-person fitness and nutrition counseling services (the “Services”). The Services using the Work shall not be offered online by Licensee, and the Services must only be offered in-person at Licensee’s address listed above. Licensee, or any of Licensee’s Agents, shall not use the work to provide medical nutrition therapy to clients. Licensee shall seek Licensor’s prior written authorization if Licensee wishes to use the Work for any other purpose. Licensee shall not alter the Work in any manner without Licensor’s prior written authorization.

B. The licensee shall be solely responsible for all fees and costs incurred by Licensee in connection with the advertising and marketing of the Services using the Work.

C. Licensee is required to have any agent of Licensee accessing and/or using the Work complete the Healthy Steps Nutrition Training Course before agent may access the Work.

2. Ownership of the Work.

A. Licensee acknowledges that Licensor is the sole and exclusive owner of the copyrights in the Work, and Licensee shall do nothing inconsistent with such ownership.

B. Licensee agrees that Licensee will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor.

C. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with the terms of this Agreement.

D. Derivative works. 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.

3. Term.

A. This Agreement shall commence as of the Effective Date and shall continue in full force and effect for an initial term of six months (the “Initial Term”). At the end of the Initial Term, the Agreement shall automatically renew for a one-year period term (the “Renewal Term”) unless the Agreement is terminated earlier by either party.

4. Termination.

A. The Agreement may be terminated by either party by providing 30 days written notice to the other party (the “Notice of Termination”). The Agreement shall be deemed terminated on the first day of the next 30-day billing cycle following receipt of the Notice of Termination (“Termination Date”). All notices under this Agreement shall be sent to:

For Licensor:

HEALTHY STEPS NUTRITION LLC

2051 Green Road Suite A

Deerfield Beach, FL 33064

Email: consulting@healthystepsnutrition.com

For Licensee:

B. (i) Upon termination of this Agreement by either party, all rights, including the right to use the Work, privileges, and obligations arising from this Agreement shall cease to exist.

(ii) The licensee shall cease to reproduce, advertise, market, and distribute the Work immediately upon termination of the Agreement.

(iii) Upon termination of the Agreement, Licensee shall not have the right to fill any existing orders or to sell off existing copies of the Work in stock.

(iv) Within five (5) business days from the mailing of the Notice of Termination, Licensee shall mail to Licensor all materials referenced in Exhibit A or any documents or things subject to this Agreement.

(v) Within seven (7) business days from the mailing of the Notice of Termination, Licensee shall provide Licensor with an affidavit stating the following: 1) that Licensee has returned all materials referenced in Exhibit A to this Agreement to Licensor at the address listed in Section 4. A. or any documents or things subject to this Agreement; 2) that Licensee has ceased to advertise any relationship with Licensor in any capacity whatsoever; 3) that Licensee has taken affirmative steps to remove any reference to the Work in the advertising and rendering of the Services by Licensee.

5. Fees (Only Applicable For Owners)

A. In consideration for the license granted therein, Licensee agrees to pay Licensor a royalty which shall be as follows:

– $5,000.00 one-time initial payment due within 24 hours of signature of the Effective Date; this fee is paid upon sign up

– $329.00 Healthy Steps Nutrition monthly subscription fee (pro-rated on the first payment), the first payment due within 24 hours of the Effective Date, then each monthly payment is due on the 1st of the month.

B. Late Payment of Monthly Subscription Fee. In the event Licensee does not pay the monthly subscription fee on a timely basis, Licensee shall have 48 hours from the missed deadline (the “Grace Period”) to pay the fee. For any late payment made after the Grace Period, Licensor shall have charge a $25.00 penalty fee per day to Licensee.

C. If Licensee wishes to use the Work at a location outside of the address listed in the first paragraph of this Agreement, Licensee will be required to pay an additional one-time payment of $3,000.00 for each location, as well as an additional Monthly Subscription Fee for each location.

6. Indemnification and Warranty.

A. Licensor makes no warranty with respect to the use of the Work by Licensee. In no event shall Licensor be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the use of the Work by Licensee or within the scope of this Agreement.

B. Licensee shall indemnify and hold Licensor harmless against any claims, causes of action, liabilities, damages, fines, costs, fees and expenses (including attorney and other professional fees and expenses) arising out of Licensee’s use of the Work in any manner not permitted or otherwise contemplated by this Agreement.

7. Assignment.

A. This Agreement is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law.

B. Any attempt on the part of the Licensee to assign, sub-license, or transfer the Licensee’s rights under this Agreement shall be invalid and void.

C. Licensor shall have the right to assign and/or license its rights and obligations under this Agreement and all its rights, title, and interest in the Work without the consent of the Licensee.

8. Arbitration and Governing Law.

A. All disputes arising under this Agreement will be subject to binding arbitration by the American Arbitration Association, with one arbitrator selected by each party, and a third arbitrator selected by the parties jointly.

B. This Agreement shall be governed by and construed in accordance with the laws of Florida without regard to the conflicts of laws and rules thereof.

C. Any arbitration shall occur in the State of Florida, specifically in Broward County.

D. Any award rendered by the arbitrator shall be final and binding on the parties and may be enforced by a court of law.

E. Should arbitration not occur, for whatever reason, the parties agree to the exclusive jurisdiction of the federal and state courts located in Broward County, Florida without giving effect to the conflict of law provisions thereof. The parties waive trial by jury in all matters relating to this Agreement.

9. Independent Business Relationship.

A. Licensor and Licensee are independent entities and are not and shall not be construed as joint venturers, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.

10. Miscellaneous.

A. This Agreement constitutes the entire agreement and understanding of the Licensor and Licensee with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.

B. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby.

C. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

LICENSOR

Name of person signing: Lauren Nicole Aucoin

Date:

LICENSEE

Date:

Appendix A

The Work

The Healthy Steps Nutrition user guides

The Healthy Steps Nutrition Handbook

The Healthy Steps Nutrition blog posts found at https://healthystepsnutrition.com/blog/

The Healthy Steps Nutrition videos found on our youtube channels or in consultation materials

The Healthy Steps Nutrition recipes

The Healthy Steps Nutrition consultation materials

The Healthy Steps Nutrition strategic planning materials

The Healthy Steps Nutrition credentials of employees and contractors

The Healthy Steps Nutrition assessment forms

The Healthy Steps Nutrition meal plans

The Healthy Steps Nutrition & HSN Mentoring logo and badge

The Healthy Steps Nutrition emails and associated videos

The Healthy Steps Nutrition OnRamp and foundations nutrition programming and associated emails

The Healthy Steps Nutrition App

The Healthy Steps Nutrition videos (found on youtube)

The Healthy Steps Nutrition Ebook and Recipe Books

The Healthy Steps Nutrition website landing page template

The Healthy Steps Nutrition recipe page

The Healthy Steps Nutrition sales funnel

The Healthy Steps Nutrition email content

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Signed by L. Nicole Aucoin
Signed On: January 5, 2024

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December 6, 2017 10:16 am EDT

HSN Mentoring License Agreement Uploaded by L. Nicole Aucoin - consulting@healthystepsnutrition.com IP 45.29.179.56