License Agreement

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License Agreement This License Agreement (this "Agreement") is made effective as of July 30, 2020 between Creative Chicky, L.L.C., of 3045 Brice Rd Suite 290, Brice, Ohio 43109 and purchaser; viewer; obtainer; or visitor of TaskMeHow.com; CreativeChicky.com or purchaser; viewer; obtainer; or visitor of Creative Chicky; Task Me How resources, tools, intellectual property and or property, of _________________, _________________, _________________ _________________. In the Agreement, the party who is granting the right to use the licensed property will be referred to as "Creative Chicky; Task Me How," and the party who is receiving the right to use the licensed property will be referred to as "consumer." The parties agree as follows: 1. GRANT OF LICENSE. Creative Chicky; Task Me How owns Phrases; slogans; sayings; intellectual property, resources, and/or/of/by/all products of Task Me How and/or/of/by/all Creative Chicky, L.L.C (the "Authored Work"). In accordance with this Agreement, Creative Chicky; Task Me How grants consumer an exclusive license to use the Authored Work. Creative Chicky; Task Me How retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee. 2. PAYMENT OF ROYALTY. consumer will pay to Creative Chicky; Task Me How a royalty which shall be calculated as follows: Original flat rate fee as listed is to be paid by original purchaser for 1 time individual use. This product is not to be resold, shared, edited, duplicated, recreated, redistributed, or distributed to anyone for any reason. If this agreement is violated a fee of $100 per page, per person, per share, per view is due. With each royalty payment, consumer will submit to Creative Chicky; Task Me How a written report that sets forth the calculation of the amount of the royalty payment. 3. MODIFICATIONS. consumer may not modify or change the Authored Work in any manner. 4. DEFAULTS. If consumer fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Creative Chicky; Task Me How shall have the option to cancel this Agreement by providing 31 days' written notice to consumer. 5. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Creative Chicky; Task Me How, whether or not owned or developed by Creative Chicky; Task Me How, which is not generally known other than by Creative Chicky; Task Me How, and which consumer may obtain through any direct or indirect contact with Creative Chicky; Task Me How. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Creative Chicky; Task Me How concerning the business, technology and information of Creative Chicky; Task Me How and any third party with which Creative Chicky; Task Me How deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. A. "Confidential Information" does not include: - matters of public knowledge that result from disclosure by Creative Chicky; Task Me How; - information rightfully received by consumer from a third party without a duty of confidentiality; - information independently developed by consumer; - information disclosed by operation of law; - information disclosed by consumer with the prior written consent of Creative Chicky; Task Me How; - any other information that both parties agree in writing is not confidential. 6. PROTECTION OF CONFIDENTIAL INFORMATION. consumer understands and acknowledges that the Confidential Information has been developed or obtained by Creative Chicky; Task Me How by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Creative Chicky; Task Me How which provides Creative Chicky; Task Me How with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by consumer of any Confidential Information, consumer agrees as follows: A. No Disclosure. consumer will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Creative Chicky; Task Me How. B. No Copying/Modifying. consumer will not copy or modify any Confidential Information without the prior written consent of Creative Chicky; Task Me How. C. Unauthorized Use. consumer shall promptly advise Creative Chicky; Task Me How if consumer becomes aware of any possible unauthorized disclosure or use of the Confidential Information. D. Application to Employees. consumer shall not disclose any Confidential Information to any employees of consumer, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Creative Chicky; Task Me How. 7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction. 8. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and consumer accepts the product "AS IS." In no event will Creative Chicky; Task Me How be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work. 9. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, consumer grants back to Creative Chicky; Task Me How a non-exclusive royalty-free license to use the Authored Work as Creative Chicky; Task Me How sees fit, including for the creation of derivative works; provided, however, this license shall not limit consumer's rights and public rights under this License. 10. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained. 11. TERMINATION. This Agreement shall terminate automatically on December 31, 2122. 12. 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. 13. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties. 14. 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. 15. 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. 16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Ohio. 17. SIGNATORIES. This Agreement shall be signed on behalf of Creative Chicky; Task Me How by Creative Chicky, L.L.C Representative Tiffanie Baker , Owner and on behalf of consumer by One time Licensee; User; Consumer and effective as of the date first above written. This License Agreement is executed and agreed to by: Creative Chicky, L.L.C Representative Tiffanie L Baker Ask@TaskMeHow.com July 30,2020 at 12.01am Recorded at IP (Redacted for privacy, available upon request of legally mandated.)