Certified Instructor Terms & Conditions

DIVAS IN DEFENSE INC.®

Certified Basic Self-Defense Instructor Agreement

Thank you for your interest in becoming a Divas In Defense® Certified Basic Self-Defense Instructor to offer the program in your area. You are about to begin the special journey of empowering women to be Fierce & Fabulous. You will be touching the lives of women and girls providing them with life lessons and adaptation skills that they will carry with them from your class into the rest of their worlds. We hope you enjoy the journey too.

We have invested substantially, both financially and emotionally, in developing our program. While it is not our intention to be restrictive regarding your ability to practice and promote women’s self-defense, the reality is that we must set certain parameters in order to maintain the integrity and spirit of our program and to ensure that the unique aspects of Divas In Defense® programs remain protected.

Our program is designed to provide you with the tools you need to be effective and successful in your own practice.

These are the benefits included with your Certification package:

• We will equip you with the electronic marketing tools and business documents in order to aid you in establishing and protecting yourself as a Divas In Defense® Certified Women’s Basic Self-Defense Instructor. These include an electronic copy of our brochures, and use of our logo
• You will receive access to our instructors’ online business resources as well as an electronic copy of our comprehensive Instructor Manual and Business Basics Manual.
• You will receive operation guidelines based upon what has worked successfully for our Certified Basic Self-Defense Instructors Worldwide.
• You will have rights to use our name, logos and promotional materials in your own business.
• Bio and Photo listed on our corporate website to promote and grow your presence.
• An Official @divasindefense.com email address.
• You can return for a refresher training at a 50% discount.
• You are welcome to attend any of our traveling workshops, Kicks & Cocktails events and more.
• Discounted Pricing on $3,000,000 Aggregated Limited Liability Insurance Coverage
• Monthly training and sales calls.
• Promote events on the Divas In Defense® Official Website and social media.
• Corporate leads for opportunities in area.
• Phone extension on corporate phone line.
• Specialized Reseller pricing on Shock ‘Em Girl products.
• Starter package of business cards and marketing materials.

If you have any questions or concerns, we are happy to discuss these with you. If you feel more comfortable engaging a third party, such as an attorney or business adviser, to review this document on your behalf, that is certainly fine too.

The terms of the Agreement follow:

CERTIFIED DIVAS IN DEFENSE® INSTRUCTOR AGREEMENT

THIS AGREEMENT will set forth the terms of our business relationship, and it is made on this date, by and between you and the following Party:

DIVAS IN DEFENSE®, INC.
2870 Peachtree Road NW #148
Atlanta, GA 30305

THE ABOVE PERSONS AND / OR ENTITIES (“the Parties”) AGREE AS FOLLOWS:

NOTICE REGARDING PERSONAL BACKGROUND CHECKS – Because our program involves women and children, in accordance with the best practices to maintain women and child safety, we have determined that background checks are required for all certified instructor candidates. You must provide Divas In Defense® with the necessary release of information to obtain a Criminal background checks or you can forward one from your local police precinct at your own expense. If needed, we will direct you to the appropriate place to obtain these background checks. We understand that there may be delays and / or last minutes sign-ups to the program, which may delay our receipt of these clearances and background check results prior to the start of the program. In such case, the potential instructor may begin the instructor training if Trainee provides proof that all required background checks have been ordered. However, the Trainee will have limited access to the online resources to complete the program until the background check has been provided to Divas In Defense®. Any notation on the background check regarding prior offenses will not automatically disqualify any participation in the Certified Instructor Program. Such disqualification will not entitle you to a refund of any fees paid.

1. GRANT OF LIMITED LICENSE – We grant you a non-exclusive, non-transferable limited license under certification, during the Term and for the stated Territory, and you accept such license as follows:

A. The license shall become effective only upon your successful completion of the Divas In Defense® Certified Instructor training program.

B. The license shall be for the sole purpose of using our methods and techniques only in connection with the teaching of self-defense to women and children.

C. You shall use the Divas In Defense® name, logo and approved promotional materials (“Marketing Materials”) in connection with the advertising and promotion of your Divas In Defense® Program. Marketing Materials shall be considered as approved if we provide them to you, or if we provide written approval of any materials produced by you. Use of the Marketing Materials shall be in accordance with our guidelines.

D. You will conduct your Divas In Defense® Program in accordance with the standards and procedures as we advise you by way of our teaching program and as set forth in the Manual, materials or other guidelines as we may provide to you. (“Quality Standards”)

E. This license does not grant any rights to record or broadcast any portion of the Divas In Defense® Program in any type of video or audio format unless you first obtain our written permission.

F. This license may continue for renewal only after annual review and continuation. Divas In Defense® has a right not to renew or honor this license after a period of one (1) year.

2. CERTIFIED INSTRUCTOR FEES – Fees are payable to us in consideration of you being granted the certain rights described in this Agreement to operate your Divas In Defense® Certified Instructor program. All of the Marketing Materials, the Manual, as well as the other benefits stated in the first section of this Agreement, are also included with the payment of the Certified Instructor Fees. The Certified Instructor Fees are payable as follows:

i. The Certified Instructor fee is due prior to beginning your training; unless otherwise noted.

ii. The Certified Instructor fee entitles you to operate your Divas In Defense® program for the first one-year period of this Agreement contingent on remaining in good standing.

iii. You must pay Renewal Certified Instructor fee annually on your “anniversary day” of every renewal year in order to continue to operate your Divas In Defense® program.

TERM – The Term (or length) of this Agreement shall begin sixty (60) days from the date above and shall continue so long as you teach the Divas In Defense® curriculum, provided that you are in compliance with this Agreement and that you are operating in accordance with our Quality Standards.

3. TERMINATION OF AGREEMENT – In all instances where this Agreement terminates, it is expressly understood that the Instructor granted shall also immediately terminate and expire, and all rights granted to the Instructor shall fully and immediately revert back to Divas In Defense®. In such case, you may not continue to teach and offer your Divas In Defense® program or use any Divas In Defense® materials, and you will return all written materials (including any Manuals) to us immediately.

A. VOLUNTARY EARLY TERMINATION – You may end this Agreement at any point by notifying us in writing. Such an early termination will be effective 30 (thirty) days after we receive notice.

B. OUR SPECIAL TERMINATION RIGHTS – We may end this Agreement, effective immediately without prior notice if any of the following conditions occur:

i. Instructor or you as an individual on behalf of Instructor, or any of your teachers, employees or independent contractors are convicted of a felony, or a crime of lesser offense if such crime involves any offense against women or children;

ii. You fail to conduct your Divas In Defense® Program in accordance with our Quality Standards and guidelines.

iii. You, or any of your teachers, employees, independent contractors or agents discloses any of our Confidential Information to any party who is not actively involved with the Divas In Defense® ;

iv. Any person who has attended our training program or that is involved with your Divas In Defense® Program violates the terms or conditions of or fails to sign the Divas In Defense® Confidentiality or Non-Competition Agreements;

v. You materially breach or violate the terms of this Agreement.

4. THE DIVAS IN DEFENSE® PROGRAM & YOUR COMPLIANCE OBLIGATIONS

A. PROGRAM MANUAL – We will provide you with access to our Divas In Defense® Business Basics Manual (the “Manual”) after you successfully complete our training program and have provided us with the background check and clearance information. The Manual will contain confidential information about our methods and techniques. It will be accompanied by suggested operations procedures. We understand that each of our Instructors is operating in a different and unique location, and accordingly we understand that you will require a reasonable degree of autonomy in setting up the specific details for your Divas In Defense® Program. Generally, however, you will operate your Divas In Defense® Program in accordance with the recommendations and procedures contained in the Manual, and in accordance with the spirit and practices established in the Manual.

B. MARKETING MATERIALS – We will also provide you with samples and production ready copies of our logo designs featuring the Divas In Defense® brand name, which must be used on all promotional and advertising materials for your program. Upon your request we will also provide you with samples and production ready copies of promotional materials that we have created for our own use that you can then use as a template to create materials for your specific program.

i. You will submit all promotional and advertising materials to us for review and approval prior to using them. It is not our intention to unreasonably withhold any approval, but we must reserve our right of review and approval to protect the integrity of our reputation.

5. DIVAS IN DEFENSE® INSPECTION RIGHTS

A. FINANCIAL MATTERS – You agree to keep accurate books and records of account for all business transactions concerning your Divas In Defense® Program.

B. OPERATIONS MATTERS – You agree that we, or our appointed representative, shall maintain the right to attend and observe any of your Divas In Defense® Program sessions without giving any prior notice.

6. INSURANCE AND INDEMNIFICATION

A. INSURANCE – You will at all times maintain a commercial general liability insurance policy from a reputable company with an insurance industry so-called “Best Rating” of “A” or higher, with a coverage amount of at least $1,000,000 (one million dollars), which shall cover the business activities involved in conducting and operating your Divas In Defense® Program. You will also have us listed as an additional named insured on the insurance policy. You will provide us with a certificate of insurance, produced by the insurance company, as evidence that the policy is in force, on an annual basis and as we may otherwise request from time to time.

B. INDEMNIFICATION – You will at all times indemnify and hold us harmless (including our officers, directors, employees, agents and other representatives) from and against any and all matters, claims, demands, actions or disputes, including all forms of legal actions or lawsuits, arising out of or connected with your Divas In Defense® Program. This indemnification shall apply to any and all circumstances regarding the operation of your Divas In Defense® Program, and it shall survive beyond the expiration of this Agreement. It is expressly understood that this indemnification shall also be applicable in situations where the underlying claims may assert negligent acts or omissions by Divas In Defense®. We shall also maintain the right to choose our own defense counsel for matters relating to this indemnification. In all circumstances, you shall remain responsible for all reasonable expenses related to this indemnification, including counsel fees and costs.

7. CONFIDENTIAL INFORMATION AND TRADE SECRETS

A. CONFIDENTIAL INFORMATION – All of the following shall be considered as confidential information between the Parties:

i. The terms of this Agreement;

ii. Names and contact information of the Parties;

iii. Information relating to clients and / or customers of the Parties;

iv. Communications of all types (including without limitation written, verbal and electronic) between the Parties and communications of all types from their clients or customers;

v. Information relating to any advisors or consultants of the Parties;

vi. Any and all of Divas In Defense’s proprietary methods and techniques, including any and all information presented in the Manual, Marketing Materials or other printed or posted materials AND any other such information presented verbally or otherwise during the training program and from time to time from Divas In Defense® to Instructor.

vii. Content, layout, theme colors, etc. of any of our promotional materials;

viii. Anything else related to the proprietary practices, methods and techniques of Divas In Defense® and the Divas In Defense® Program.

B. TRADE SECRETS – All of the following shall be considered as trade secrets and therefore also shall be considered as confidential between the Parties:

i. All of the items listed in sub-paragraph A. above.

ii. Specialized techniques and programs specifically developed by the creators of the Divas In Defense® program;

iii. Songs, lyrics, spoken word, arrangements, rhythms and other elements of the music and audio recordings produced or controlled by Divas In Defense®;

iv. Names, contact information and compensation arrangements regarding the creators and authors of any materials produced or controlled by Divas In Defense®;

v. Names, contact information and compensation arrangements regarding any other licensees or business affiliates of Divas In Defense®;

vi. Content, subject matter and design of any websites, blogs, video presentations, written presentations, and any and all other promotional information produced or controlled by Divas In Defense®.

vii. All other propriety elements of the Divas In Defense® Program disclosed during the training program or during other interactions between you and us.

C. You agree, recognize and understand that all of the above Confidential Information and Trade Secrets are unique and valuable assets of Divas In Defense® with unique intellectual character. Accordingly, you will not use or disclose any Confidential Information or Trade Secrets for any purpose other than in connection with the operation of your Divas In Defense® Program as licensed hereunder. You will also use your best efforts to ensure that no employee, teacher or other independent contractor of yours uses or discloses any Confidential Information or Trade Secrets for any purpose other than in connection with the operation of your Divas In Defense® Program as licensed hereunder.

D. We require that any person who attends our training program must also sign our Divas In Defense® Confidentiality Agreement. You agree to cooperate with us in this matter.

8. OWNERSHIP OF NAMES, TRADEMARKS, SERVICE MARKS – All trade names and other names and logos used in connection with the Divas In Defense® Program shall at all times remain the exclusive property of Divas In Defense®, and your permission to use the same in connection with your Divas In Defense® Program is only a limited grant of permission to do so under the license in accordance with the terms of this Agreement. You will never adopt or use a name or logo that is similar to or may be confused with our logos or the name Divas In Defense® without first obtaining our written consent.

9. REVERSION OF RIGHTS & RETURN OF LICENSED MATERIALS – Upon the termination of this Agreement, all rights and the license granted to you shall automatically and immediately revert back to Divas In Defense®. At that point you will also immediately cease and desist from any further use of the Divas In Defense® name and logo.

10. INJUNCTIVE RELIEF PERMITTED – You hereby acknowledge that because of the special, unique and intellectual character of the materials and information provided to you under this Agreement, they are of a unique value, the loss of which cannot be adequately or reasonably compensated for by monetary value alone. You further acknowledge that a breach of this Agreement will cause us irreparable harm and damages. You therefore understand that in addition to, and cumulative with, other remedies available, we shall also be entitled to seek the remedies of injunction and other forms of equitable relief under the legal system to prevent further or continued breaches of this Agreement.

11. NON-COMPETITION – For a period of two years following the termination of this Agreement, including any renewals, unless you obtain our written consent, you will not directly or indirectly enter, engage or participate in a business which is the same or substantially similar to Divas In Defense® within a radius of 200 (two-hundred) miles from your primary location or within 100 (one-hundred) miles from a location of our other instructors or another Divas In Defense® owned location.

12. ASSIGNMENT – You may not assign this Agreement to another party or business entity without first obtaining our written approval, which we will not unreasonably withhold.

13. NOTICES – Notices required under this Agreement shall be in writing and sent by US Certified Mail, Return Receipt requested to the addresses of the Parties as stated in this Agreement. You must use our notice and mailing address, not our physical location address. Either Party changing their address will promptly notify the other.

14. CHOICE OF LAW – This Agreement shall at all times be construed in accordance with the laws of the State of Georgia, and Georgia shall at all times remain as the forum of exclusive jurisdiction for all matters relating to this Agreement regardless as to the domicile or citizenship of the Parties.

15. AGREEMENT INTERPRETATION & MODIFICATION

A. This Agreement represents the complete and entire understanding of the Parties regarding this subject matter and supersedes any other oral or prior written agreements between the Parties regarding this subject matter.

B. This Agreement may only be modified or amended by a written document signed by the Parties.

C. If any one portion of this Agreement shall become unenforceable, that shall not affect the validity of the Agreement as a whole or any other portion, in which case this Agreement shall be construed as if the particular unenforceable provision never existed.

D. Any particular waiver by either Party regarding any specific breach or default will not be deemed to be a continuing or future waiver.

E. Paragraph and clause headings in this Agreement are for reference purposes only.

F. This Agreement shall be binding upon and inure to the benefit of any heirs, successors and / or assigns of the Parties.

G. This Agreement shall not be construed so as to create a partnership or joint venture between the Parties.

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