1.0 DEFINITIONS
The following terms shall have the following meanings when used in this Agreement.
1.1 “NILD™” refers to the National Institute for Learning Development, a not-for-profit corporation of the Commonwealth of Virginia, USA and associated trademark Names and Logos registered and/or used in the USA or Canada, and includes any other name by which the National Institute for Learning Development is or may be known as.
1.2 “NILD Canada™” refers to the National Institute for Learning Development Canada, charitable organization in the Province of Ontario, Canada, which is incorporated in Ontario and affiliated with NILD™, and associated trademark Names and Logos registered and/or used in Canada, and includes any other name by which the National Institute for Learning Development Canada is or may be known as.
1.3 “NILD Educational Therapy™” means NILD’s training system for its approach to educational therapy for those with learning disabilities.
1.4 “Licensed Materials” means the materials used in NILD Educational Therapy™, specifically the NILD Manuals and corresponding methodology. U.S. Copyright law, the Berne Convention for the Protection of Literary and Artistic Works, and other international treaties, conventions or agreements, protects all Licensed Materials. NILD Canada™ may distribute these materials to an individual under separate agreement with NILD™.
1.5 “Registered Therapist” means an individual who (i) has completed Level ll or Level III training under NILD Canada™ or NILD™, (ii) has signed this Agreement, (iii) has been formally authorized by NILD Canada™ as shown by NILD Canada™’s execution of this Agreement, and (iv) who fulfills the ongoing requirements of this Agreement.
1.6 “You” and “Your” refers to the prospective Registered Therapist who signs this Agreement.
1.7 “Headings” used in this Registration Agreement are for convenience of reference only and shall not affect the construction or interpretation thereof.
2.0 AUTHORIZATION
2.1 The parties agree that You must first meet all requirements of a Registered Therapist, including NILD Canada™’s execution of this Agreement, before You are authorized to use the Licensed Materials, Names or Logos described herein.
2.2 The parties shall be independent contractors in all respects; this Agreement and the relationship established hereby does not constitute a partnership, joint venture, franchise, agency, or contract of employment between them.
2.3 This Agreement does not transfer title or ownership of the Licensed Materials, Names or Logos to You. NILD™ retains all title and ownership of all intellectual property rights in the Licensed Materials, the NILD Educational Therapy™ program, the NILD trademarked Name and Logos and all related materials. NILD Canada™ retains title and ownership of the NILD Canada™ trademarked Name and Logo and all related materials. NILD Canada™ and/or NILD™ do not grant You any right or license except as expressly provided.
2.4 When You provide NILD Educational Therapy™ using the Licensed Materials You agree that it will only be with respect to versions that have been made available by NILD Canada™ and/or NILD™, and that are current as of the time of beginning NILD Educational Therapy™. You agree to carry out NILD Educational Therapy™ in accordance with the relevant portions of the Licensed Materials, and according to the instruction given. This License Agreement is directed and limited to local individual or group therapy, and does not extend to broadcast (e.g. radio, television, Internet) or recorded (e.g. magnetic, optical or other media) performance.
2.5 NILD Canada™ grants You a personal, nonexclusive, non-transferable, non-assignable license to use the Licensed Materials, trademark Name and Logos for the purpose of providing NILD Educational Therapy™ to individuals with learning disabilities during the term of this Agreement. Via formal training and informal support, NILD Canada™ will disclose to You information necessary for You to use and perform NILD Educational Therapy™. With the exception of the Appendix section in the NILD Manuals, You are not permitted to copy, distribute, republish, etc. the Licensed Materials. NILD Canada™ and NILD™ reserve all rights not expressly granted herein.
2.6 NILD™ shall retain the right to revise the Licensed Materials during the term of this Agreement.
2.7 You agree (i) to treat every NILD Educational Therapy™ student with the utmost dignity and respect (ii) to conduct business at all times in a manner that reflects favorably on the NILD Educational Therapy™ program and the goodwill and reputation of NILD Canada™ and NILD™; (iii) to avoid deceptive, misleading or unethical practices which are or might be detrimental to NILD Canada™ or NILD™; (iv) to refrain from making any representations, warranties, or guarantees to customers, students, or any other party that are inconsistent with any policies or representations of NILD Canada™ or NILD™. Without limiting the above, You agree to not misrepresent Your authorization status or Your level of related skill and knowledge.
2.8 You agree to pay NILD Canada™ an annual registration fee in the amount determined from time to time by NILD Canada™. For eligibility to renew Your annual registration You agree to fulfill the ongoing requirements of (i) maintaining the required minimum number of student contact hours per academic year, (ii) attend the minimum number of regional conference sessions, (iii) have one (1) on-site evaluation within the prescribed time period and (iv) complete the next level of NILD training within the prescribed time period. Minimum and/or maximum requirements will be established from time to time by NILD Canada™.
2.9 This Agreement will expire: (i) on September 30th of each year when a new License Agreement must be submitted in conjunction with your remittance of the annual registration fee, or (ii) it is revoked due to non-compliance of the requirements to maintain licensed status with NILD Canada™, or (iii) when you complete the next level of NILD training and sign a new Agreement. Upon expiry of this Agreement, You must return all Licensed Materials to NILD Canada™ and cease all use of the Licensed Materials, Trademark Names and Logos.
3.0 NO RIGHT TO SUB-LICENSE OTHERS OR TO ASSIGN THIS AGREEMENT
3.1 This Agreement does not authorize You to sub-license or transfer to anyone the rights to use the Licensed Materials under this Agreement. Nor are You authorized to train parties interested in NILD Educational Therapy™, or to share Licensed Materials with them, except as permitted in section 2.5.
4.0 MISCELLANEOUS
4.1 Sections 2.3, 2.9, 4.2 and 5 shall survive the termination of this Agreement. Upon termination of this Agreement for any reason, You must immediately return all Licensed Materials to NILD Canada. Upon termination, all rights granted under this Agreement will immediately and automatically revert to NILD Canada™ and/or NILD™.
4.2 NILD CANADA™’S AND NILD™’S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT, IS LIMITED TO THE AMOUNT YOU PAID WITHIN THE APPLICABLE TERM FOR PERMISSION TO USE THE LICENSED MATERIALS. THE COST OF TUITION, BOOKS AND/OR EQUIPMENT IS NON-REFUNDABLE
5.0 INDEMNITY
You agree to indemnify and hold NILD Canada™ and NILD™ harmless against any and all liability, claims, damage, losses and expenses (including reasonable attorney’s fees and costs) arising out of or related to (i) Your performance or nonperformance of this Agreement or any NILD Educational Therapy™ or instruction You provide; (ii) Your use of the Licensed Materials in any manner; (iii) any personal injury, product liability, or other claim arising from the promotion and/or provision of Your educational services; and (iv) Your failure to comply with all applicable laws and regulations. The foregoing includes, but is not limited to such claims made against NILD Canada™ or NILD™ by persons who receive instruction or NILD Educational Therapy™ from You. In no event may You enter into any third party agreement which would in any manner whatsoever affect the rights of, or bind NILD Canada™ or NILD™, without the prior written consent of NILD Canada™.