This Licensing Agreement (the "Agreement") is made and entered into on the date of acceptance by the Teacher (as defined below) and is by and between Kids’ Growing City, an organization existing under the laws of Ontario, Canada (the "Company") and the teacher who is purchasing a license to use the Company's educational program (the "Teacher").
WHEREAS, the Company has developed an educational program that includes Lesson Plans, Posters, and Student Booklets and Material Checklists as well as online Coaching, for growing a classroom garden, copyrighted under the name Oasis Classroom Gardening Curriculum (the "Program");
WHEREAS, the Teacher wishes to purchase a license to use the Program in the Teacher's classroom during the 2023-2024 school year;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Subject to the terms and conditions of this Agreement, the Company hereby grants to the Teacher a non-exclusive, non-transferable license to use the Program in the Teacher's classroom of up to 30 students, during the 2023-2024 school year.
- The Teacher is authorized to print one copy of the Posters for use in the Teacher's classroom, and to print Student Booklets for up to 30 students in the Teacher's class, for use during the 2023-2024 school year.
- The Teacher shall not copy or reproduce the Program, or any part thereof, for distribution to any person or entity other than the students in the Teacher's class.
- The license granted under this Agreement shall terminate on June 30, 2024.
- The Teacher acknowledges that the Program and all intellectual property rights therein are the sole and exclusive property of the Company. The Teacher shall not acquire any ownership rights in the Program or any intellectual property rights therein as a result of this Agreement.
- The Teacher shall indemnify and hold the Company and its affiliates, officers, directors, and employees harmless from any and all claims, damages, or expenses arising out of or related to the Teacher's use of the Program.
- Confidentiality of the Program: The Teacher shall maintain the confidentiality of the Program and all materials related to the Program, and shall not disclose any such materials to any third party without the prior written consent of the Company.
- Non-use of Confidential Information: The Teacher shall use the Program and all related materials solely for the purpose of teaching the students in the Teacher's class, and shall not use any such materials for any other purpose without the prior written consent of the Company.
- Upon termination of this Agreement or upon the written request of the Company, the Teacher shall destroy all physical copies of the Posters in the Teacher's possession, and shall certify in writing to the Company that such copies have been destroyed. The Teacher may continue to use the Student Booklets for the purpose of teaching the students in the Teacher's class during the 2023-2024 school year, but shall not distribute any copies of the Student Booklets to any person or entity other than the students in the Teacher's class.
- Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall include the Program and all materials related to the Program, including but not limited to lesson plans, posters, student booklets, material checklists, and any other materials provided by the Company to the Teacher.
GOVERNING LAW AND DISPUTE RESOLUTION
- This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada.
- Any dispute arising out of or relating to this Agreement shall be resolved through mediation in accordance with the rules of the Ontario Mediation Act. If the parties are unable to resolve the dispute through mediation, the parties agree to submit the dispute to the courts of Ontario for resolution.