HomeMy WebLinkAboutContract 48986 CITY SECRETARY �,,
CONTRACT NO.qO tk
LICENSE AGREEMENT for the QBQ TRAINING SYSTEM FACILITATOR KIT
Training System Tide: "Personal Accountability and the QBQ!"
THIS AGREEMENT(`Agreement")by and between QBQ,Inc.(QBQ),a Colorado co.,, m. ' n with its principal office at:
11368 Nucla Street,Commerce City,Colorado 80022,and,City of Fort Worth rClient"),(collect to as the
:Parties").
All Contact info for Client: Cb
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City of Fort Worth iO p
Dana Burghdoff 'd cn
Fort Worth,TX �,, IV
Phone: 8173928018
Email: dans_burandoffz��.forhvorthtexas. ov
The QBQ Training System ("Tlraining System-) consists of a Facilitator Kit which mclAos dobe DVD and one
Facilitator Glide.Upon long the Training System Facilitator W94 Client will be given a non-cxclush c right to use
the DVD and Guide during the term of the Agreement for the purpose of the participants.These two items
Shall be returned to QBQ at the expiration or termination of the Agreeement. Each Individual trained must receive a
Participant Kit consisting of one(1)copy of the system soundtrack:on two(2)audio CDs,one(1)publication each of
"QBQ! The Question Behind the Question" and "Flipping the Switch," one (1) Workbook—and other training
materials. THE PARTICIPANT KITS MAY BE RETAINED BY CLIENT SUBJECT TO THE LIMITATIONS ON
USE CONTAINED HEREIN. THE FACILITATOR KIT IS ALWAYS OWNED BY OBO. INC. AND MUST BE
RETURNED.
Client agrees to pay QBQ,Inc.the following Training System Fees:
200 Tuitions to include a Participant Kit for each person Ce4 $185 each $37,000.00
2 Facilitator Kit: DVD and Facilitator Guide '4% $750 each waived
I Facilitation Modeling Day w-A Kristin Lindeen $8,500 waived
Total plus
shipping due
QBQ,Inc. $37,000.00
Payment Terms: Ful payment due upon receipt of invoice. Client is responsible for all expenses including shipping,
and travel(mvoiced separately).Checks made payable to QBQ,Inc.A.3%surcharge will be added for credit card use.
Upon approval fax agreement to QBQ,Inc.at 303-286-9911 or wantemail to John,�OBO.com.
The participant fee is a one-time charge per participant.Ther is no charge to retrain.Additional tuitions will be 185 each.
Tuitions cannot be transferred from one participant to another. No person can view the program DVD/VIDEO content
without fust having a tuition paid and participant materials purchased for them from QBQ,Inc.All orders by phone,email,
fax considered fmal.No product returns or refunds.
This agreement expires on 4/1/2018. Thirty days prior to the said expiration date,this license may be renewed for
additional term of one year for a renewal fee of$750 per Facitator Kit Payment for an additional term is due g4
later than 20 days prior to the official renewal date above. QBQ can refuse to renew any client license,which will
require immediate return of facilitator kit by client to QBQ.By signing this agreement,client commits to no less than
every 90 day communication with QBQ and/or its representatives, as updates on client usage of program will be
required.Client will respond to email queries and phone contacts from QBQ and/or its representatives.
The Client has read and agrees to the Terms of Agreement set forth on the following pages.
TERMS OF AGREEMENT:In consideration of the premises and covenants contained herein,it is mutually agreed by
and between the Parties as follows:
1. License. In consideration of the payment specified on page one of this Agreement,QBQ hereby grants Client the
non-exclusive limited right to use or disclose the contents of the DVD instructional content(and Facilitator Guide)that are a
part of the Training System Facilitator Kit during the term of this Agreement solely for the purpose of training its employees
OFFICIAL RECORD
706278vl -1 CITY SECRETARY
FT.WORTH,TX
and representatives on the terms set forth in this Agreement. The Client is hereby granted the right to use the complete
Training System to train the number of participants set forth above. If Client desires to use the Training System for additional
participants,including but not limited to showing the DVD,it will pay to QBQ or its representative an additional tuition for
each participant exposed to the DVD. Client shall use the Training System as provided, without any modifications or
changes whatsoever:,
2. Restrictions. Client agrees that it shall not: (i)Copy any of the components of the Training System,including,but
not limited to the DVD,audio CDs,or written materials;(ii)Sublicense,distnbute,disclose,sell,lease,or otherwise transfer
the Training System, in whole or in part, to any third party; (iii) Use the Training System or any portion thereof for the
purpose of training additional participants after any expiration,termination or cancellation of this Agreement or any license
granted hereunder, or (iv) Use the Training System for any purpose not expressly permitted by the provisions of this
Agreement. The Facilitator of the Training System must be either an employee of licensee or a licensed and approved by
QBQ distributor of the Training System.
3. Termination. This Agreement and the license granted herein may be terminated by QBQ by giving written notice to
Client in the event Client is in breach of any provision of this Agreement effective upon receipt of the notice by Client.
Unless this Agreement is renewed(payment must be made at this time)20 days prior to the expiration date stated above or
upon termination,all the materials in the Facilitator Kit(which includes all DVD instructional content and Facilitator Guide
or Guides) shall be returned to QBQ or its representative within ten(10) days of the expiration/termination date. If client
fails to timely return all materials,Client will pay a penalty of$100/day per Facilitator Kit for each day delivery is delayed.
4. Owne hi . Title in and to the Training System remains excbsively in QBQ, subject to the express, limited, and
non-exchrsive license granted to Client pursuant to this Agreement.QBQ shall at all times during the term of this Agreement
and thereafter retain ownership of and title to all Trademarks relating to the Training System. Any and all use of the
Trademarks by Client or any of its Affiliates or goodwill associated with the Trademarks developed in connection with such
use shall inure to the benefit of QBQ and shall not affect QBQ's absolute ownership of the Trademarks,and any property or
rights arising out of such shall belong to QBQ. Client shall execute all documents necessary as may reasonably be requested
by QBQ or QBQ's designated representative at any time to perfect and establish QBQ's exclusive rights in and ownership of
all Trademarks.Neither Client nor any of its Affiliates shall attempt to obtain any trademark registrations,in their own name
or in the name of any other entity except QBQ,incorporating any substantial element of any of the Trademarks.
5. LM41TED WARRANTY—LIMITATION OF REMEDIES AND LIABILITY
THE MEDIA WHICH CONTAINS THE TRAINING SYSTEM IS WARRANTED, FOR THE TERM OF THIS
AGREEMENT, TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. CLIENTS SOLE AND
EXCLUSIVE REMEDY, AND QBQ'S SOLE LIABILITY, IS TO REPLACE THE DEFECTIVE MEDIA, PROVIDED
THAT Client NOTIFIES QBQ IN WRITING OF SUCH DEFECT AND RETURNS TO QBQ THE DEFECTIVE MEDIA,
DURING THE TERM OF THIS AGREEMENT, AT THE FOLLOWING ADDRESS: QBQ, Inc., 11368 Nucla Street,
Commerce City,CO 80022. EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED,THE TRAINING SYSTEM IS
PROVIDED ON AN "AS IS— BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO,ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR CLIENTS PURPOSE.QBQ
SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CLIENT'S USE OF THE TRAINING
SYSTEM,EVEN IF QBQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
QBQ'S LIABILITY HEREUNDER, IF ANY, EXCEED THE LICENSE FEE PAID BY Client FOR THE TRAINING
SYSTEM.
6. No Modification- This Agreement is the complete agreement and understanding of the parties erilh respect to the
Training System,and supersedes all prior oral,written or other representations and agreements.This Agreement may only be
amended in writing by an authorized officer of QBQ and Client.
7. Applicable Law. This Agreement shall be governed by the laws of the State of Texas, USA without regard to its
principles of conflicts of law.
8. Survival. Notwithstanding anything in this Agreement to the contrary,all of the restrictions provided in Paragraphs
2,3,4,5,7,8,9, 10, 11, 12,13 and 14 shall survive any expiration or termination of this Agreement.
9. Injunctive Relief. The Parties acknowledge that a breach or threatened breach of this Agreement by Client may
cause QBQ to suffer irreparable harm and uJury such that no remedy at law will adequately compensate QBQ.QBQ shall be
entitled, m addition to any other remedies, to temporary and permanent irgunctive relief, without the need to post bond,
against any actual or threatened violation of this Agreement,from any court having jurisdiction. All rights and remedies of
QBQ shall be cumulative and may be exercised singularly or concurrently,at QBQ's option.
Client has read Pages 1 and 2. Please Initial:
2-
706r8v1
d
10. Nonassignability, Change in Control. Client shall not assign any of its rights or obligations under this Agreement
without the express written consent of QBQ, which consent may be withheld, conditioned or delayed in QBQ's sole
discretion In the event of a change in control of Client, Client shall notify QBQ at least thirty (30)days prior to such event
and QBQ shall have the option to terminate or renegotiate this Agreement. "Change in control" means a merger,
consolidation, reorganization or sale of substantially all of Client's assets, or any combination thereof. Any attempted
assignment by Client without QBQ's consent shall be void.In the rase of any permitted assignment by Died,this Agreement
shall be binding upon the assignee and its legal representatives and successors. Notwithstanding any such permitted
assignment,Client's obligations under this Agreement shall remain in full force and effect
11. Severability. If a court finds any of these provisions to be invalid in whole or in part under applicable law, such
finding shall not invalidate any provision hereof, nor the Agreement in its entirety, the Agreement and each unaffected
provision remaining in full force and effect,but rather such affected provisions shall be construed and/or blue-lined,reformed
or rewritten by the court as if the most restrictive covenants permissible under applicable law were contained herein.
12. No Third Party Rights. Nothing in this Agreement confers on arry third party any right or license,either express or
implied,with respect to the Training System
13. Attorneys Fees. In the event of any litigation or arbitration between the Parties to enforce any provision of this
Agreement or any right of either party,the unsuccessful party to such litigation or arbitration shall pay to the successful party
all costs and expenses, including reasonable attorneys' fees, expert witness fees, and deposition costs, incurred by the
successful party regarding such litigation or arbitration.
14. Jurisdiction Venue. By signing this Agreement,both parties consent to the jurisdiction of the courts of the County
of Tarrant Courcy,Texas and agree to that venue for any action concerning this Agreement.
15. Material Terms and Conditions. Client specifically agrees that each of the provisions of Paragraphs 1, 2 and 4 are
material and that failure of Client to fully comply with such provisions shall constitute sufficient cause for QBQ to terminate
this Agreement. The presence of this Paragraph 15 shall not be relevant in determining the materiality of any other provision
or any breach of this Agreement by any party.
16. Taxes. Client shall, in addition to the other amounts payable under this Agreement,pay all sales,use,value added,
or other taxes,federal,state or otherwise,which are levied or imposed by reason of the transactions contemplated hereby.
Approval of this agreement conveys full understanding of all terms above, including but not limited to the
commitment to return in a timely fashion all Facilitator Kit materials when this license expires and is not renewed.
Also,a signed agreement fwwd or scanned and emailed is considered a legal binding document.
Signature page follows these 3 pages.
Your QBQ1 representative contact info is: Kristin E. Lindeen, kdsbn(cD-QBQ.com, 720-206-8846.
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7062780
ACCEPTED AND AGREED:
CITY OF FORT WORTH: VENDOR:
r
B B �
Name: Fernando Costa N m : J-00, d.Miller
Assistant City Manager Ti le Pr ident oQBQ,Inc.
Date: 4LoZz Date:
APPROVAL RECOMMENDED:
ATTEST:
By: tl
Name: By:
Title: c<
Title:
ATTEST:
FORTS
By: U
—I
ityS re _
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person A$
responsible for the monitoring and administration of
this contract,including ensuring all performance and
reporting requirements.
By:
Name: � r
Title:
APPROVED AS TO FORM AND LEGALITY:
By:
N me: John B. 14rong
Assistant City Attorney OFFICIAL RECORD
CITY SECRETARY
CONTRACT AUTHORIZATION: FT.WORTH,TX
M&C: N/A
LICENSE AGREEMENT FOR THE QBQ TRAINING SYSTEM FACILITATOR KIT