“Live” Video Training Program

License and Certification Agreement

Non- Exclusive License and Certification Agreement

Whereas, AAE has developed and owns its proprietary The Manners to Go™
program and an Etiquette Training Program titled The Manners To Go Train To
Be an Etiquette Instructor for children ages 4 through 18 years of age and is
available in the following Program Components:

Preschool
Elementary School
Middle School
High School

Whereas, AAE desires to license these Program Materials to individuals and
institutions for the sole purpose of teaching children and teenagers etiquette
from the unique and proprietary Curriculum, Lesson Plans, and Handouts.
Whereas, AAE also provides a Certification Program that allows individuals and
institutions to become certified by The American Academy of Etiquette which
includes many additional benefits and features of certification including:

• All Curriculum, Lesson Plans and Handouts
• Use of the Manners To Go™ logo and affiliation
• Advice for Marketing Program
• Four hours of 1.1 training in presenting and teaching the Program
• All updates and revisions during the License period

Whereas, the Licensee desires to use the Program Materials in educating children
ages 4 through 18 in the area of, but not limited to, social etiquette, dining skills
and manners and to become certified by The American Academy of Etiquette to
teach this proprietary educational series.

Manners Instruction • Etiquette Certification • Educational Programs
610-212-1862 • info@MannersToGo.com • MannersToGo.com
Now therefore, in consideration of the premises, and the mutual promises
contained herein, the parties agree as follows:

1. Licensed Materials. In conjunction with this License and Certification
Agreement, the Licensee shall receive electronically the following Program
Materials for the requested Program Components indicated below:
A. Lesson Plans
• Curriculum for Preschools
• Curriculum for Elementary School Students
• Curriculum for Middle School Students
• Curriculum for High School Students
Activity Books
• Activity Books for Preschool Students
• Activity Books for Elementary School Students
• Activity Books for Middle School Students
• Activity Books for High School Students
B. Additional Materials
• The color and use Manners To Go color and use placemat file
• Logos for reprint purposes
• Certification by The American Academy of Etiquette
• Marketing and Advertising Guidelines
C. Licensee is entitled and will receive all upgrades and future revisions to the
Program Materials that are published during the license period.

2. Term. This agreement shall be binding for three years from the Effective Date.
Subject to Section below, the term can be renewed for an additional 3 years
with Notice and payment to AAE prior to original Term.

3. Fee. The fee for the Certification and Licensed Materials is $2595. Materials
shall be supplied within seven days of receipt of full payment.

D. Licensee can renew this Agreement with Notice to AAE within 15 days of the
expiration of the Term for an additional three years at the cost of $750.

4. Scope of License. Subject to the restrictions set forth in herein, it is
understood and agreed that Licensee has the non-exclusive right to use the
Materials as a resource to conduct programs and/or offer consultant services
as an independent consultant in the areas of etiquette and dining skills for
children ages 4-18.
a. Licensee is granted a Non-Exclusive License to duplicate the Program
Materials and distribute, one copy per student, in classes or events taught
by Licensee during the term of this Agreement and any renewals.
b. General distribution and/or Reprint of the Materials is prohibited.
c. The rights granted to Licensee under this under this license do not include
the right to modify, make derivative works, or to otherwise change the
content or illustrations contained in the materials.
d. Manners to Go™ should be prominently placed on any distributed
materials; however, Licensee is permitted to add its own logo/name to the
Materials prior to distribution to its clients.
e. Licensee may use the Manners to GoTM logo and hyperlink to the
Manners To GoTM website in promoting and advertising its educational
and consulting services.
f. Except for inclusion of a brief quotation in a review or news story for
publicity purposes (in the event Licensee is interviewed) where credit is
given to AAE, no part of the Program Materials shall be adapted, printed,
published, reproduced, duplicated, distributed, transmitted, or transferred
without written permission from AAE.
g. Licensee shall not use the Program Materials in or as the basis of a film,
video, television or radio program, article, story, brochure, book or any
written published or unpublished work without the written permission
from AAE.

i. Licensee may use the Program Materials to teach etiquette programs to
individuals and groups. Trainee may not use the materials to train others
to teach etiquette. Trainee shall not permit others to present or teach a program using all or part of the Program Materials.

5. Relationship of the Parties. This Non-Exclusive License does not create any
other legal relationship between the parties.
• Licensee is not an agent, employee, affiliate or otherwise legally
connected to AAE.
• Licensee may advertise Licensee has completed the certification
process to teach the Manners To Go Train To Be an Etiquette
Instructor Program as developed by Manners To Go™ and The
American Academy of Etiquette.

6. Proprietary Product and Non-Exclusivity. It is expressly understood and
agreed that the Materials constitute a valuable proprietary product and trade
secret of Licensor embodying substantial creative efforts and confidential
information, ideas, and expressions.
• Licensee acknowledges that Manners To GoTM is a registered
trademark and no authorization is given to use Manners To GoTM or
The American Academy of Etiquette except as permitted herein.
• Licensee is not permitted to remove any trademark or copyright
identification from the Materials.
• In the event it comes to Licensee’s attention that a third party is
improperly using, copying, or distributing the Materials in violation of
the copyright or trademark rights of The American Academy of
Etiquette or Manners To Go™, Licensee shall immediately notify
Licensor in writing.
• Licensor is permitted to license the Materials to other interested
parties.

7. Title. Title to the Materials provided to the Licensee and all copies therefrom
remains exclusively with Licensor and is protected by trademark and
copyright laws.

8. Breach. In the event Licensee should breach the terms and conditions of this
Agreement, the rights, authorization and licenses granted herein shall
immediately terminate. Upon such termination Licensee shall immediately
return all Materials.

9. Equitable Relief. Because of the unique and proprietary nature of the
Materials, AAE’s remedies at law may be inadequate and AAE shall be entitled
to equitable relief, including without limitation, injunctive relief, specific
performance or other remedies in addition to those available at law.

10. General Indemnity. Licensee agrees to defend, indemnify and hold AAE
harmless from and against any and all claims, demands, liabilities,
obligations, costs and expenses of any nature whatsoever arising out of or
based upon the use of the Materials by Licensee, with the exception of claims
of trademark or copyright infringement.

11. Attorney’s Fees. In the event AAE must engage an attorney to enforce its
rights under this Agreement, it shall be entitled to recover reasonable attorney
fees.

12. Choice of Law. This agreement shall be governed by, construed, and enforced
in accordance with the laws of the Commonwealth of Pennsylvania. The
parties hereto shall restrict themselves exclusively to the jurisdiction of courts
within the Commonwealth of Pennsylvania for any controversy arising out of
this Agreement.

13. No Assignment. Licensee shall not sell, assign, or sub-license any of the rights,
authorizations or permission granted herein.

14. Entire Agreement. This agreement constitutes the entire agreement between
the parties and any prior understanding or representation of any kind
preceding the date of this agreement shall not be binding on either party
except to the extent incorporated in this agreement. No modification or
cancellation of any term or condition of this Agreement shall be effective
unless signed in writing by both parties.
Licensee agrees that Licensee has read and understand the terms and
conditions of the Licensing and Certification Agreement and will
abide by these terms.

Download a copy of Non- Exclusive License and Certification Agreement