Background
A) The Practitioner has undergone the Training (as defined below) and has been Authorised (as defined below) by INPP to utilise and promote the Method and the Materials in the Territory under the INPP Brand (as respectively defined below).
B) INPP has the right to grant a non-exclusive licence in respect of the Method Materials and INPP Brand (as defined below) in the Territory (as defined below) in relation to the Business (as defined below) pursuant to the terms of this Agreement.
C) In consideration of the obligations undertaken by the Practitioner under this Agreement INPP grants to the Practitioner a non-exclusive licence to do the following:-
a) to utilise and promote the Method in whole or in part in the Territory; and
b) to utilise the Materials
under the INPP Brand, pursuant to the terms of this is Agreement,
IT IS AGREED as follows:
1 Definitions
1.2 In this Agreement the following terms shall have the following meanings:
‘Authorised’
as approved and authorised by INPP as an individual who has the necessary qualifications, experience and/or Business to enter into this Agreement.
‘Background Know How’
the know how obtained and/or developed by the Practitioner in connection with the Business, his qualification and experience but excluding the Know How.
‘Business’
the business of the Practitioner which includes and is compatible with the use and/or implementation of the Method and Materials in the Territory.
‘Code’
the code that is issued to the Practitioner for and/or on behalf of the Practitioner that is valid for the duration of the Term to enable the Practitioner to access the Licentiate Portal.
‘Code of Ethics’
the Code of Ethical Principles and Code of Conduct as varied from time to time and issued by INPP during the Term the current version of which set out in the Portal Materials.
‘Confidential Information’
any information which is disclosed by INPP to the Practitioner pursuant to, or in connection with, this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential), or which otherwise comes into the hands of the Practitioner in relation to the Business, the Training, Method, Materials, Code and/or materials supplied as part of the INPP Training Course, INPP Brand and or the Portal Materials, other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality). For the avoidance of doubt the Confidential Information of INPP includes the Portal Materials and any other details of ancillary thereto supplied by INPP to the Practitioner.
'Fees'
The payments to be made to the National Principal or the IMG Nominee (as the case may be) by the Practitioner pursuant to clause 5 of this Agreement.
‘IMG’
the international management group of national principals authorised by INPP to provide services to INPP relating to the international management aspects of INPP’s business.
‘IMG Nominee’
the national principal authorised by IMG and INPP to receive payment of the Fees or such other body corporate or other legal entity so authorised.
‘INPP Brand’
the registered and unregistered trademarks details of which are set out in Schedule A.
'INPP Limited'
a company registered in England and Wales with company registered number 04646459 whose registered office is situated at 102 Bowen Court, St. Asaph Business Park, St. Asaph, Wales, LL17 0JE.
INPP Property’
as more particularly defined in clause 3.1 of this agreement.
‘INPP Training Course’
the training course provided by the National Principal or, where there is no National Principal, the IMG subsequent to the Practitioner achieving a relevant Bachelor’s Degree in a subject allied to Education, Medicine or Psychology, as verified and approved by or on behalf of INPP and to maintain and comply with the Subsequent Training Requirements.
‘Intellectual Property’
patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), Confidential Information and all other intellectual property rights owned or used by INPP in connection with the INPP Brand, Method and/or Materials, Portal Materials or any part thereof, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
‘Know How’
all know how, experience, data and other information in whatever form or on whatever media relating directly or indirectly to the Method and/or Materials, including all Intellectual Property.
‘Materials’
all training and/or updating material under the INPP Brand from time to time issued by INPP during the Term in eye readable form referring to Know How and/or the Method as more particularly contained or referred to in the Portal Materials, to include but not limited to any digital templates, documents and materials which will enable the Practitioner to practice the Method pursuant to the INPP Brand whether bearing the distinctive format of the INPP Brand or otherwise.
'Method'
the format and methods developed and implemented by Sally Goddard Blythe and the late Peter Blythe. using the Intellectual Property, Confidential Information, operational procedures, specifications, theory, assessment and remediation of neuro-motor immaturity as more particularly described and/or referred to in the Portal Materials using the various INPP methods as more particularly described in the Materials and Portal Materials recorded on various forms of media contained or referred to in the Portal Materials to include but not limited to INPP questionnaires; INPP diagnostic assessment; INPP clinical exercises.
‘National Principal’
the authorised representative of INPP in the Territory.
'Notice'
notice in writing served in accordance with the provisions of clause 17 of this Agreement.
‘Portal Materials’
the Confidential Information referred to or contained in the licentiate portal (www.inpp.cloud/Licentiate)accessible from the Website to each Licentiate, using their Code, setting out the, practices processes, procedures, operations for practising the Method pursuant to the INPP Brand, as amended and updated from time to time, (to include but not limited to the Code of Ethics).
‘Post Certification Training’
certification and to undergo no less than 2 days of supervision by INPP every two calendar years’.
‘Rights’
the non-exclusive right by way of a licence to use the Know How and INPP Brands in the Territory.
‘Term’
as more particularly set out in clause 4.1 of this Agreement.
'Territory'
anywhere in the United Kingdom.
‘Website’
www.inpp.cloud.
1.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.3 A reference to writing or written includes email but not faxes.
2. Grant
2.1 In consideration of the Fee and of the obligations to be undertaken by the Practitioner pursuant to the terms of this Agreement INPP grants to the Practitioner for the Term a non-exclusive licence to use and promote the Method and/or Materials in whole or in part via the Business under the INPP Brand pursuant to the terms of this Agreement.
2.2 The Practitioner shall carry out the activities listed in this Clause 2. only in connection with the Business in accordance with the Method, within the Territory, during the Term and in accordance with the provisions of this Agreement, Materials and the Portal Materials.
3. Reservation of right to grant further Licences
3.1. INPP for and on behalf of itself and INPP Limited reserves the following rights in relation to the Intellectual Property, Know How, Method, Materials, INPP Brand or any part thereof (‘INPP Property’) to:
3.1.1. grant licences and/or any other right of whatever nature relating to the INPP Property both inside and/or outside the Territory to other licensees and/or other third parties in whatever capacity INPP shall in its absolute discretion think fit and for the avoidance of doubt for whatever purpose and without limitation that INPP Limited shall in its absolute discretion think fit; and
3.1.2. to use either directly or indirectly inside and/or outside the Territory the INPP Property, for whatever purpose it shall in its absolute discretion think fit.
3.2. The Practitioner acknowledges that:
3.2.3.INPP does not guarantee the financial performance of the Business;
3.2.4. INPP nor INPP Limited have made no representations about the Method, Materials and/or Portal Materials or any part thereof; and
3.2.5. the Practitioner has had the opportunity to receive independent advice before entering into this Agreement.
4. Term
4.1. This Agreement shall commence on the date hereof and subject to earlier termination in accordance with the provisions of clause 11 of this Agreement and shall continue in force for a period of one year (‘Term’)
5. Fees
5.1. In consideration of the rights granted by INPP the Practitioner shall pay to the National Principal or, where there is no National Principal, the IMG Nominee the sum of £100 (one hundred pounds) plus VAT (or such other sum as shall be agreed with the National Principal or, where there is no National Principal, the IMG Nominee) on the signing of this Agreement for the Term (‘Fee’). The Fee shall not in any circumstances be repayable either wholly or in part by INPP. All fees due under this Agreement are exclusive of VAT, which shall, where applicable, be paid by the Practitioner at the prevailing rate on the due date for payment or receipt of the relevant invoice from INPP (as may be).
5.2. Unless the National Principal or the IMG Nominee (as the case may be) otherwise notifies the Practitioner in writing, the Practitioner shall make all payments electronically to the bank account that has been notified to the Practitioner.
5.3. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law
6. Practitioner’s obligations
6.1. The Licence granted in clause 3 of this Agreement is conditional on the Practitioner complying with the obligations set out in clause 7.2 below.
6.2. The Practitioner shall:-
6.2.6. promote, use and implement the Method and utilise the Materials using the INPP Brand such as way so as to achieve the highest quality attainable for the delivery, use and promotion of the Method under the INPP Brand in accordance with the instructions from time to time issued by INPP or the National Principal (or IMG, as the case may be) on behalf of INPP;
6.2.7. promote and implement the Method using the INPP Brand so as to achieve the highest quality attainable for the promotion and utilisation of the Method;
6.2.8. comply with the letter and spirit of the Code of Ethics;
6.2.9. to act towards INPP and the National Principal (or IMG, as the case may be) on behalf of INPP. conscientiously and in good faith and not to allow its interest to conflict with the duties it owes to INPP and the National Principal (or IMG, as the case may be) on behalf of INPP under this Agreement;
6.2.10. to comply with all reasonable and lawful instructions of INPP and the National Principal (or IMG, as the case may be) on behalf of INPP from time to time issued concerning the promotion and utilisation of the Method and Materials under the INPP Brand;
6.2.11. to use its best endeavours to promote the Method in the Territory with all due care and diligence and to seek to improve INPP’s good will and the INPP Brand wherever possible;
6.2.12. will not implement in whole or in part the Method or utilise any of the Materials in relation to any potential client of the Practitioner who has a history of psychiatric illness (including but not exclusive to: psychosis; schizophrenia; bi-polar disorder) without the prior written agreement of the physician who is responsible for and is involved in the day to day treatment of a potential client;
6.2.13. will limit the use of the Materials in conjunction with the Method and in accordance with the Training;
6.2.14. to undergo all required Post Certification Training and to implement all the methods and practices recommended on the Post Certification Training;
6.2.15. to maintain at its own expense professional indemnity insurance in relation to the use, implementation and promotion of the Method and use of the Materials under the INPP Brand for a sum (‘Cover’) and to keep such Cover in force for a relevant period following the termination of this Agreement. To show to INPP on demand the Cover policy document and the most recent receipt for premium. To perform any obligations required of it under the terms of such Cover, to do nothing which could invalidate any such Cover. If the Practitioner fails to take out and maintain such Cover, INPP or the National Principal (or IMG, as the case may be) on behalf of INPP may do so and the Practitioner shall reimburse the INPP and the National Principal (or IMG, as the case may be) on behalf of INPP for all costs and expenses incurred in doing so;
6.2.16. will not utilise the Method and/or Materials under the INPP Brand or otherwise with any other guided therapeutic movement programmes contemporaneously with the Method. (Furthermore the Practitioner hereby acknowledges that the use of other intervention programmes simultaneously with the Method could potentially interfere with the efficacy of the Method);
6.2.17. will not provide formal, informal guidance, training or otherwise offer any opinion in relation to the Method or any of the Materials or their application without the prior written consent of INPP or the National Principal (or IMG, as the case may be) on behalf of INPP;
6.2.18. ensure that all written material containing in whole or part the Material or any information obtained by the Practitioner as a consequence of the Training, Certification, Post Certification Training, Method and/or in any other way obtained as a consequence of the Practitioner’s dealings or relationships with INPP and the National Principal (or IMG, as the case may be) on behalf of INPP will reference the INPP Brand;
6.2.19. to act in accordance with best practice and the highest professional principals in relation to its clients and potential clients in the Territory (including as to assessment and where appropriate to identifying whether or not it is appropriate for the Method to be utilised in whole or in part independently or in conjunction with any other form of practice, method or treatment in relation to any of its clients or potential clients);
6.2.20. to comply with all laws, regulations, professional standards and any other standard or condition from time to time in force affecting the Business and the use, implementation or promotion by the Practitioner in whole or in part of the Method;
6.2.21. to be responsible for the obtaining and maintenance of any relevant professional, regulatory certifications, licences, registrations, permits, approvals or such requirements necessary or advisable in respect of the Business and in particular to enable the Practitioner to promote, utilise or implement the Method under the INPP Brand in whole or in part in the Territory;
6.2.22. to undertake and maintain appropriate up to date accurate records in relation to the promotion, use and implementation of the Method and/or Materials or any part thereof;
6.2.23. operate the Business strictly in accordance with the Portal Materials and generally to the highest standards;
6.2.24. introduce and improvements or modification in the Business as reasonably requested by INPP and the National Principal (or IMG, as the case may be) on behalf of INPP;
6.2.25. use its best endeavours to protect and promote goodwill in the INPP Brand and/or INPP and the National Principal (or IMG, as the case may be) on behalf of INPP;
6.2.26. not do anything that could or might in the opinion of INPP and the National Principal (or IMG, as the case may be) on behalf of INPP bring the INPP Brand into disrepute or damage the reputation of the INPP Brand;
6.2.27. not provide any information to the media and/or any third party about the INPP Brand and/or any Materials, Method or any content of the Portal Materials without the prior written consent of INPP or the National Principal (or IMG, as the case may be) on behalf of INPP;
6.2.28. not to share the Code, Portal Materials, Material and or Method (or any part or parts thereof) without the prior written consent of INPP or the National Principal (or IMG, as the case may be) on behalf of INPP; and
6.2.29. not use such forms, documents and material contained in the Portal Materials (to include but not limited to any Materials) in relation to any purpose other than the Method.
6.3. The Practitioner shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
6.4. The Practitioner shall promote and advertise the Business in the Territory in accordance with the Portal Materials and co-operate with INPP and/or INPP Limited in relation to any reasonable requirement.
7. Use and protection of Intellectual Property
7.1. The copyright material comprised in the Intellectual Property shall be protected as follows:
7.1.1. every unit of documentation recorded on whatever media (relating to the Method and/or Material) copied from any copyright material comprised in the Intellectual Property must bear the INPP copyright identification to include the year of publication;
7.1.2. the date to be placed in brackets after ‘©’ shall be the date specified for that purpose for the particular copyright material by INPP or in the case of combination design the date of first marketing by the Practitioner in which case INPP and the National Principal (or IMG, as the case may be) on behalf of INPP shall be notified in writing of such date by the Practitioner;
7.1.3. no copyright material comprised in the Intellectual Property may be altered or amended by the Practitioner without the prior written consent of INPP or the National Principal (or IMG, as the case may be) on behalf of INPP but the Practitioner may use a combination of such materials even where such a combination has not previously been used; and
7.1.4. no artwork other than that comprised in the Intellectual Property shall be used in relation to any of the Method without the prior written consent of INPP and the National Principal (or IMG, as the case may be) on behalf of INPP.
8.2. The Practitioner shall not use any of the Intellectual Property as part of the Practitioner’s name or the name of any entity associated with it without the prior written consent of INPP or the National Principal (or IMG, as the case may be) on behalf of INPP.
8.3. The Practitioner shall not during the subsistence of this Agreement or at any future time register or use any of the Intellectual Property in its own name as proprietor.
8.4. The Practitioner recognises INPP’s title to the Intellectual Property and shall not claim any right title or interest in the Intellectual Property or any part of it save as is granted by this Agreement.
8.5. The Practitioner shall promptly call to the attention of INPP and the National Principal (or IMG, as the case may be) on behalf of INPP the use of any part of the Intellectual Property by any third party or any activity of any third party which might in the opinion of the Practitioner amount to infringement or passing off.
8.6. The Practitioner shall not assign the benefit of this Agreement or grant any sub-licence without the prior written consent of INPP or the National Principal (or IMG, as the case may be) on behalf of INPP.
8.7. The Practitioner shall hold all goodwill generated by its operations under this Agreement as bare trustee for the benefit of INPP Limited.
8.8. Any designs or other works derived by the Practitioner from the Intellectual Property or any part of it shall be held by it as bare trustee for INPP and at INPP’s request shall be assigned to it without compensation.
9. Practitioner not to use INPP’s name or the INPP Brand
9.1. The Practitioner shall not except with the prior written consent of INPP make use of the name of INPP or the INPP Brand in any connection otherwise than is expressly permitted by this Agreement.
10. Action against third parties
10.1. INPP shall have the sole right to take action against third parties in respect of the Intellectual Property and if required to do so by INPP the Practitioner shall co-operate fully with INPP and the National Principal (or IMG, as the case may be) on behalf of INPP in any such action.
10.2. The Practitioner shall in no circumstances settle any claim or action against third parties without the prior written consent of INPP and the National Principal (or IMG, as the case may be) on behalf of INPP.
10.3. All damages recovered from third parties shall be the exclusive property of INPP provided that the Practitioner shall be entitled to set off any expenses which it is able to claim from INPP under this clause 10 against damages recovered by itself.
11. Termination
Termination for breach
11.1. As more particularly set out in clause 5 hereof this Agreement shall commence on the date hereof and shall continue for the Term unless terminated earlier in accordance with this clause 11.
11.2. The following breaches are fundamental and shall entitle INPP forthwith to give Notice terminating this Agreement and thereupon this Agreement shall absolutely terminate and cease to have effect but without prejudice to the rights and remedies of INPP in respect of the breach or antecedent breach by the Practitioner of any of its obligations under this Agreement:
11.2.1. failure on the part of the Practitioner to make any payment due to INPP or the National Principal (or IMG, as the case may be) on behalf of INPP under this Agreement for 7 days after such payment shall have become due;
11.2.2. failure on the part of the Practitioner to perform any of its other obligations under this Agreement and in particular any of the obligations set out in clause 7;
11.2.3. the Practitioner being prohibited from practicing in whole or in part as practitioner in connection with the business for whatever reason;
11.2.4. failure to comply with any material part of the Code of Ethics and/or Portal Materials;
11.2.5. the Practitioner (being an individual) is the subject of a bankruptcy petition or order;
11.2.6. the Practitioner suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of the Business;
11.2.7. the Practitioner ceases to promote, use or implement the Method;
11.2.8. the voluntary or compulsory liquidation of the Practitioner or the appointment of a receiver of its assets;
11.2.9. where appropriate any change of directors of the Practitioner without the prior written approval of INPP;
11.2.10. the Practitioner (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation;
11.2.11. the Practitioner (being an individual) is convicted of a criminal offence or acts in any way which in the reasonable opinion of INPP and the National Principal (or IMG, as the case may be) on behalf of INPP brings the INPP Brand into disrepute or there is a reasonable prospect that such conduct will bring the INPP Brand into disrepute.
11.3. Termination on cesser of rights
11.3.1. if at any time INPP shall cease to have the right described in recital 2.2 to grant licences of the Intellectual Property or any part of it INPP may forthwith terminate this Agreement by giving Notice to the Practitioner;
11.3.2. on termination the Practitioner shall immediately cease to describe itself as having any connection or right to use or promote or implement the Method and/or Materials under the INPP Brand or otherwise.
12. Termination consequences
12.1. Subject to clauses 12.2 and 12.3 on termination of this Agreement whether by expiry of the term or otherwise the Practitioner shall discontinue all use of the Intellectual Property, Method and/or Material.
12.2. If the Practitioner shall have any remaining Materials or any other documentation or information relating to the Method at the time of termination then it must be returned to INPP, at the Practitioner’s own cost immediately.
13. Indemnity and exclusions
Licensor’s right to indemnity
13.1. The Practitioner shall immediately indemnify INPP and the National Principal (or IMG, as the case may be) on behalf of INPP against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by INPP and the National Principal (or IMG, as the case may be) on behalf of INPP arising out of or in connection with:
13.1.1 any breach of this Agreement;
13.1.2 any claim made against INPP and the National Principal (or IMG, as the case may be) on behalf of INPP or the Practitioner by a third party arising out of or in connection with the provision of the Method, Materials (in whole or in part), know how and/or any other services whether under the INPP Brand or otherwise provided by the Practitioner, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Practitioner, its employees, agents or sub-contractors; or
13.1.3 any claim made against INPP by a third party arising out of or in connection with the provision of the Method, Know How and/or Materials and/or services provided by the Practitioner, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Practitioner, its employees, agents or subcontractors.
13.2 INPP shall not in any circumstances have any liability for any losses or damages which may be suffered by the Practitioner (or any third party claiming under or through the Practitioner) whether the same are suffered directly or indirectly or are immediate or consequential and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
13.2.1 special damages even if INPP was aware of the circumstances in which such special damage could arise;
13.2.2 loss of profits;
13.2.3 loss of anticipated savings;
13.2.4 loss of business opportunity;
13.2.5 loss of goodwill; or
13.2.6 loss of reputation.
13.3 The exclusions in this clause 13 shall apply to the fullest extent permissible at law, but INPP does not exclude liability for:-
13.1.1. death or personal injury caused by the negligence of INPP, its officers, employees, contractors or agents;
13.1.2. fraud or fraudulent misrepresentation;
13.1.3. breach of obligations implied by Section 2 of the Supply of Goods and Services Act 1982 and/or Section 12 of the Sale of Goods Act 1979;
13.1.4. any other liability which may not be excluded by law.
14. Inspection
The Practitioner shall permit INPP and the National Principal (or IMG, as the case may be) on behalf of INPP at all reasonable times, if required, to inspect the working practices and methods in order to satisfy INPP that the Practitioner is complying with its obligations under this Agreement.
15. No waiver
No waiver by INPP of any of the Practitioner’s obligations under this Agreement shall be deemed effective unless made by INPP in writing nor shall any waiver by INPP in respect of any breach be deemed to constitute a waiver of or consent to any subsequent breach by the Practitioner of its obligations.
16. Severance
In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void voidable or illegal the remaining provisions shall continue to apply unless INPP at INPP’s discretion decides that the effect is to defeat the original intentions of the parties in which case it shall be entitled to terminate the Agreement by 30 days’ notice in which event the provisions of clauses 11.3.2 shall apply.
17. No agency or partnership
The parties are not partners or joint venturers nor is the Practitioner entitled to act as INPP’s agent nor shall INPP be liable in respect of any representation act or omission of the Practitioner of whatever nature.
18. Notices
Any Notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery or registered post or by electronic mail telex or facsimile transmission to the address stated above and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by electronic mail telex or facsimile transmission to the correct number (with correct answer back) of the addressee.
19. Arbitration
20. Governing law
This Agreement shall be governed exclusively by the law of England and Wales in every particular including formation and interpretation and shall be deemed to have been made within England and Wales and the Courts of England and Wales shall have exclusive jurisdiction.
21. Transmission of benefit
This Agreement shall be binding upon and inure to the benefit of INPP and its successors and assigns.
22. Third parties
22.1 Save as set out in clause 22.2 below, this Agreement does not create any right enforceable by any person not a party to it. For the avoidance of doubt the agreement does not create any right enforceable to any successor or assignee of the Practitioner.
22.2 The provisions of the Contracts (Rights of Third Parties) Act 1999 apply to this Agreement to the extent that the National Principals or IMG Nominee is an intended third party beneficiary of this Agreement in which case they will have the full right to enforce its terms and provisions.