AUTHENTIC GOVERNANCE LICENSE AGREEMENT

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AUTHENTIC GOVERNANCE LICENSE AGREEMENT

This Agreement is made the …..day of  ………, 2014

BETWEEN

  1. ” Licensor ” Authentic Governance Institute (AGI), 4280 SW 125Th LN, Miramar, Florida 33027, USA, lawfully represented by Dr. Hubert Rampersad, in his function as Founder and Chairman.

” Licensee ” …………………….

RECITALS 

  1.  The Licensor has developed and licensed the Certified & Licensed Authentic Governance ConsultantTM (CAGC) program and Certified & Licensed Master Certified Authentic Governance ConsultantTM (Master CAGC) program and the delivery of these programs (“the Business”), and has expended time, effort, expertise and money in development of these brands.
  2. The Licensee wishes to acquire from the Licensor the right to operate the Business in accordance with the terms of this Agreement.

NOW IT IS AGREED AS FOLLOWS     

DEFINITIONS  

In this Agreement the following words or phrases shall have the following meanings

“Business”                                        as defined above

“Franchisee’s Business”                     means the business carried on by the Franchisee using the brands in the Territory on non-exclusive basis.

“Territory”                                          means ……

“Term”                                               means the period of five (5) years from the date hereof, and subsequent renewals

“Trade Mark”                                      such registered and unregistered trade marks, trade names and logos set out below and such others as may from time to time be specified by the Franchisor.

“AGI Code of Ethics”                          see appendix 

  1. GRANT OF LICENSE

2.1        In consideration of the payment of the Licensee Fee, by the Licensee to the Licensor on the due payment dates and subject to strict compliance by the Licensee of the terms of this Agreement, the Licensor hereby grants to the Licensee.

  1. the right to operate the Licensee’s Business in the Territory on non-exclusive basis according to the AGI Code of Ethics (see appendix)
  2. to use the Trademark specified by the Licensor

2.2 The Licensee agrees not grant any sub‑license of the Licensee’s Business or any part thereof or delegate any rights granted hereunder to any third parties.

2.3 The Licensee agrees not to certify any third parties in this system.

3. COMMENCEMENT OF FRANCHISE AND TERM  

This Agreement shall commence on the date hereof and shall continue in force. This is a lifetime certification & license program.

4. LICENSOR’S OBLIGATIONS  

In order to assist the Licensee in the commencement of the Licensee’s Business and in consideration of the payment of the License Fee, Licensee will get the following when he/she becomes a Certified & Licensed Authentic Governance ConsultantTM :

  • An accelerated intensive classroom training plus related individual coaching, receive our complete hands-on program, training in how to use the system, a lifetime certification & license, and a road map that shows exactly what to do and how to do it, including templates, samples, forms, exercises, and specific guidelines read here code of ethics–which guide you step-by-step through our system with every client. Duration of the Certified Authentic Governance ConsultantTM program: 3 full day Exclusive Master Class AUTHENTIC GOVERNANCE  http://goo.gl/nIDVri plus 15 hours personal coaching and support by AGI as the consulting experience unfolds. Duration of the Master Certified Authentic Authentic Governance ConsultantTM program: 4 full day Exclusive Master Class AUTHENTIC GOVERNANCE  http://goo.gl/nIDVri  plus 25 hours personal coaching and support by AGI as the consulting experience unfolds. You receive your certification immediately upon graduation.
  • One signed copy of Dr. Hubert Rampersad’s Authentic Governance  9783319031125book and all his other books in PDF format. He/she will also get 30% discount for purchases of all Dr. Hubert Rampersad’s related books
  • Licensee will be listed on a registry that is available to potential clients and employers at the Authentic Governance Institute website www.authenticgovernance.org
  • Licensor’s related training materials in digital format.
  • Licensor’s promotional marketing materials and e-flyers in digital format.
  • One professionally produced binder, complete with forms, templates, and samples to use with Licensee’s clients.
  • Use of the Authentic Governance Institute logo. Licensee will receive logo graphics to certify that Licensee is a certified licensee. Licensee may use these graphics on its website and all other marketing materials.
  • An official certificate, designating you as a Certified & Licensed Authentic Governance Consultant (CAGC) or Certified & Licensed Master Certified Authentic Governance Consultant. This document will be signed personally by the AGI creator, Dr. Hubert Rampersad – and Licensee can hang it in his/her office for his/her clients to see.
  • A listing in the AGI Membership Directory. Every certified licensee gets a free listing in Licensor’s online AGI directory with a headshot, professional biography and live link back to Licensee’s website.
  • AGI boot camps. Every year, Licensee will have the opportunity to spend 1 day with Dr. Hubert Rampersad and his team in Silicon Valley, California at Licensee’s own expense. This experience will teach best practices and new developments in this area.
  • Skype conference. Two times a year, Licensee will be able to participate in a skype conference call with a Certified & Licensed Master Certified Authentic Governance Consultant on a topic of special interest to licensees.
  • Licensee will get a recommendation from Dr. Hubert Rampersad on his/her LinkedIn profile.
  • Certified & Licensed Master Certified Authentic Governance Consultants are eligible to become an AGI Chapter leader in their home town or region. The AGI Chapter leader will receive 25% profit of the profit generated by his/her chapter.
  • Certified & Licensed Master Certified Authentic Governance Consultants are eligible to publish joined articles with Dr. Hubert Rampersad.
  • Certified & Licensed Master Certified Authentic Governance Consultants are will become co-author of a new book, to be published within 6 months after their master certification.
  • Licensee will receive 10% commission on each participant enrolled via licensee.
  • Everything listed above is included in the one-time certification & licensing fee. After Licensee’s investment, he/she will not incur any additional costs. No renewals and no fancy upgrades. This is truly a one-time investment for a lifetime license & certification.

PAYMENT OF FEES  

5.1       The Licensee shall pay to the Licensor on the date hereof a one-time Certification & License Fee of $9,950 (Nine Thousand Nine Hundred and Fifty USD) in full, for the Authentic Governance Consultant program, within one week after signing this agreement. The one-time Certification & License Fee lifetime for the Master Licensed Certified Authentic Governance Consultant program entails $ 20,000 (Twenty Thousand USD). Travel expenses are not included in these fees.

6.         COMPLIANCE WITH THE BRANDS

6.1  The Licensee shall ensure that the Licensee’s Business at all times complies with the AGI Code of Ethics (see appendix).

7.         TRADE MARKS

7.1       The Licensee confirms that he/she will not in any way infringe or harm the rights of the Licensor thereof to the Trade Marks and the Trade Names.

7.2 The Licensee recognizes that the copyright property of the mentioned brands shall at all times be and remain the property of the Licensor.

7.3       The Licensee shall not take any action with regard to the infringement of the Trade Marks or any intellectual property rights in his own name without the express prior written consent of the Licensor which it may withhold in it’s absolute discretion.  

7.4       The Licensee agrees and acknowledges that the copyrights in any amendments to the mentioned brands proposed or made by the Licensee shall belong to the Licensor absolutely.

8. PRODUCTS AND SERVICES

8.1       The Licensee shall offer training, coaching and consulting services to his/her clients related to AGI’s brands. The Licensee and it’s employees may be required to undergo further training before being permitted to offer additional Products and Services at the Licensee’s expense who shall also be responsible for any travel, accommodation and subsistence expenses.

8.2       The Licensee undertakes and agrees to adhere strictly and continuously in the operation of the Licensee’s Business to the Licensor’s rules regulations and standards.

9. CONTROL OF STANDARDS

9.1       The Licensor and Licensee mutually accept and agree the necessity in the public interest of achieving and maintaining the highest standards and that all the clauses in this Agreement are reasonably necessary in pursuance of these agreed objectives.

9.2       The Licensee undertakes and agrees to adhere strictly and continuously in the operation of the Licensee’s Business to the Licensor’s rules regulations and standards.

9.3       The Licensee confirms to comply with the AGI Code of Ethics (see appendix) and in particular shall not put any material on the Internet that would reflect badly on the Licensor or the Licensee’s Business including information of an illegal or distasteful nature. If the Licensee is uncertain regarding the appropriate nature of certain information the Licensor’s prior written approval shall be obtained.  The Licensee shall fax or email the Licensor and in the event that approval is not granted within three (3) business days of the application such approval shall be deemed to be refused.

9.4       The Licensor shall have the right from time to time to remove change or add to the design quality range and diversity of the Services and Products in order to incorporate at its discretion all pertinent new developments including procedures for improved efficiency.

9.5       The Licensee shall be responsible for all operating expenses (including losses) of the Licensee’s Business.

10. INDEMNITY

10.1      The Licensee shall indemnify the Licensor against all actions, claims, damages, expenses and demands made against the Licensor in respect of any injury, loss or damage, and against all legal costs and expenses incurred by the Licensor as a result of any act, default or omission of the Licensee in breach of this Agreement and in connection with the carrying on of the Licensee’s Business.

11. MARKETING AND ADVERTISING

11.1      The Licensee shall, at his own expense, actively develop the Licensee’s Business within the whole of the Territory.

11.2      The Licensor may make available to the Licensee from time to time Marketing Materials that the Licensee shall use and display maintain and distribute.

12. SALE OF LICENSEE’S BUSINESS OR SHARES

12.1 The Licensee shall not be entitled to sell or assign the whole or any part of the benefit of this Agreement at any time without the Licensor’s consent.

 13.       TERMINATION  

3.1      The Licensor shall have the right summarily to terminate this Agreement by notice in writing to the Licensee in any of the following circumstances:

13.1.2   if the Licensee shall fail to operate the Licensee’s Business in accordance with this Agreement.

13.2      Licensee may terminate the relationship for any reason with 30 days notice.

14.       RESERVATION OF RIGHTS  

14.1      All rights not expressly and specifically granted to the Licensee by this Agreement are reserved to the Licensor.

15.   INTERPRETATION  

15.1      This Agreement shall be governed by the USA law in every particular including formation and interpretation.                                           

15.2      Any dispute by the Licensee against the Licensor shall be submitted by the Licensee to arbitration in accordance with the above mentioned provisions.

Signed on behalf of the Licensor: _____________________________________                                                                  Dr. Hubert Rampersad

Founder & Chairman Authentic Governance Institute

Signed by the Licensee:               ______________________________________

…………………..

APPENDIX: AGI Code of Ethics

AGI believes in the importance of ethical behavior in the field of Authentic Governance (AG). That’s why we provide resources to help you consider your situation and to use your best ethical judgment. As practitioners of authentic governance, we are committed to doing what is right and honorable continuously. We set high standards for ourselves and we aspire to meet these standards in all aspects of our lives—at work, at home, and in service to our profession. This AGI Code of Ethics and Professional Conduct describes the expectations that we have of ourselves and our fellow practitioners in the global authentic governance community. It articulates the behaviors that are mandatory in our professional roles. The purpose of this Code is to instill confidence in the authentic governance profession, by establishing a profession-wide understanding of appropriate behavior. We believe that the credibility and reputation of the authentic governance profession is shaped by the collective conduct of individual AGI practitioners.

CHAPTER 1.

APPLICABILITY

1.1 Persons to Whom the Code Applies

The AGI Code of Ethics and Professional Conduct applies to all AGI members

1.2 Structure of the Code

The AGI Code of Ethics and Professional Conduct is divided into sections that contain standards of conduct which are aligned with the values that were identified as most important to the AG community.

1.3 Values that Support this Code

Practitioners from the AG community were asked to identify the values that formed the basis of their decision making and guided their actions. The values that the AGI community defined as most important were: responsibility, respect, fairness, and honesty. This AGI Code affirms these four values as its foundation.

1.4 Aspirational and Mandatory Conduct

Each section of the AGI Code of Ethics and Professional Conduct includes both aspirational standards and mandatory standards. The aspirational standards describe the conduct that we strive to uphold as practitioners. Although adherence to the aspirational standards is not easily measured, conducting ourselves in accordance with these is an expectation that we have of ourselves as professionals—it is not optional. The mandatory standards establish firm requirements, and in some cases, limit or prohibit practitioner behavior. Practitioners who do not conduct themselves in accordance with these standards will be subject to disciplinary procedures before AGI’s Ethics Review Committee.

CHAPTER 2. RESPONSIBILITY

2.1 Description of Responsibility

Responsibility is our duty to take ownership for the decisions we make or fail to make, the actions we take or fail to take, and the consequences that result.

 2.2 Responsibility: Aspirational Standards

As AG practitioners in the global AG community:

2.2.1 We make decisions and take actions based on the best interests of society, public safety, and the environment.

2.2.2 We accept only those assignments that are consistent with our background, experience, skills, and qualifications.

2.2.3 We fulfill the commitments that we undertake – we do what we say we will do.

2.2.4 When we make errors or omissions, we take ownership and make corrections promptly. When we discover errors or omissions caused by others, we communicate them to the appropriate body as soon they are discovered. We accept accountability for any issues resulting from our errors or omissions and any resulting consequences.

2.2.5 We protect proprietary or confidential information that has been entrusted to us.

2.2.6 We uphold this AGI Code and hold each other accountable to it.

2.3 Responsibility: Mandatory Standards

As practitioners in the global AG community, we require the following of ourselves and our fellow practitioners:

2.3.1 We inform ourselves and uphold the policies, rules, regulations and laws that govern our work, professional, and volunteer activities.

2.3.2 We report unethical or illegal conduct to appropriate management and, if necessary, to those affected by the conduct.

2.3.3 We bring violations of this AGI Code to the attention of the appropriate body for resolution.

2.3.4 We only file ethics complaints when they are substantiated by facts.

2.3.5 We pursue disciplinary action against an individual who retaliates against a person raising ethics concerns.

 CHAPTER 3. RESPECT

3.1 Description of Respect

Respect is our duty to show a high regard for ourselves, others, and the resources entrusted to us. Resources entrusted to us may include people, money, reputation, the safety of others, and natural or environmental resources. An environment of respect engenders trust, confidence, and performance excellence by fostering mutual cooperation—an environment where diverse perspectives and views are encouraged and valued.

3.2 Respect: Aspirational Standards

As AGI practitioners in the global AG community:

3.2.1 We inform ourselves about the norms and customs of others and avoid engaging in behaviors they might consider disrespectful.

3.2.2 We listen to others’ points of view, seeking to understand them.

3.2.3 We approach directly those persons with whom we have a conflict or disagreement.

3.2.4 We conduct ourselves in a professional manner, even when it is not reciprocated.

 3.3 Respect: Mandatory Standards

As AG practitioners in the global AG community, we require the following of ourselves and our fellow practitioners:

3.3.1 We negotiate in good faith.

3.3.2 We do not exercise the power of our expertise or position to influence the decisions or actions of others in order to benefit personally at their expense.

3.3.3 We do not act in an abusive manner toward others.

3.3.4 We respect the property rights of others.

CHAPTER 4. FAIRNESS

4.1 Description of Fairness

Fairness is our duty to make decisions and act impartially and objectively. Our conduct must be free from competing self interest, prejudice, and favoritism.

4.2 Fairness: Aspirational Standards

As AG practitioners in the global AG community:

4.2.1 We demonstrate transparency in our decision-making process.

4.2.2 We constantly reexamine our impartiality and objectivity, taking corrective action as appropriate.

4.2.3 We provide equal access to information to those who are authorized to have that information.

4.2.4 We make opportunities equally available to qualified candidates.

4.3 Fairness: Mandatory Standards

As practitioners in the global AG community, we require the following of ourselves and our fellow practitioners:

4.3.1 We proactively and fully disclose any real or potential conflicts of interest to the appropriate stakeholders.

4.3.2 When we realize that we have a real or potential conflict of interest, we refrain from engaging in the decision-making process or otherwise attempting to influence outcomes, unless or until: we have made full disclosure to the affected stakeholders; we have an approved mitigation plan; and we have obtained the consent of the stakeholders to proceed.

4.3.3 We do not hire or fire, reward or punish, or award or deny contracts based on personal considerations, including but not limited to, favoritism, nepotism, or bribery.

4.3.4 We do not discriminate against others based on, but not limited to, gender, race, age, religion, disability, nationality, or sexual orientation.

4.3.5 We apply the rules of the organization (employer, AGI, or other group) without favoritism or prejudice.

CHAPTER 5. HONESTY

5.1 Description of Honesty

Honesty is our duty to understand the truth and act in a truthful manner both in our communications and in our conduct.

5.2 Honesty: Aspirational Standards

As AG practitioners in the global AG community:

5.2.1 We earnestly seek to understand the truth.

5.2.2 We are truthful in our communications and in our conduct.

5.2.3 We provide accurate information in a timely manner.

5.2.4 We make commitments and promises, implied or explicit, in good faith.

5.2.5 We strive to create an environment in which others feel safe to tell the truth.

5.3 Honesty: Mandatory Standards

As AG practitioners in the global AG community, we require the following of ourselves and our fellow practitioners:

5.3.1 We do not engage in or condone behavior that is designed to deceive others, including but not limited to, making misleading or false statements, stating half-truths, providing information out of context or withholding information that, if known, would render our statements as misleading or incomplete.

5.3.2 We do not engage in dishonest behavior with the intention of personal gain or at the expense of another.

Glossary

Abusive Manner. Conduct that results in physical harm or creates intense feelings of fear, humiliation, manipulation, or exploitation in another person.

Conflict of Interest. A situation that arises when an AG practitioner is faced with making a decision or doing some act that will benefit the AG practitioner or another person or organization to which the practitioner owes a duty of loyalty and at the same time will harm another person or organization to which the AG practitioner owes a similar duty of loyalty. The only way practitioners can resolve conflicting duties is to disclose the conflict to those affected and allow them to make the decision about how the practitioner should proceed.

Duty of Loyalty. A person’s responsibility, legal or moral, to promote the best interest of an organization or other person with whom they are affiliated.

AGI:  The totality of the Authentic Governance Institute, including its committees, groups, and chartered components such as chapters, colleges, and specific interest groups.

AGI Member. A person who has joined the Authentic Governance Institute as a member.

AGI-Sponsored Activities. Activities that include, but are not limited to, participation on a AGI Member Advisory Group, AGI standard development team, or another AGI working group or committee.

AGI Practitioner. A person engaged in an activity that contributes to the management of a project, portfolio, or program, as part of the AG profession.

AGI Volunteer. A person who participates in AGI-sponsored

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