Non-Competition and Partnership Clause
- Non-Competition
(a) In consideration of the Participant's access to the Course, the Participant agrees not to directly or indirectly compete with the Course Creator's business by offering, teaching, or selling any online course, live event, or other educational product or service that is substantially similar to the Course or that incorporates any of the Course Creator's Intellectual Property (as defined in Clause 2) for a period of five (5) years from the date of the Participant's completion of the Course or any live event associated with the Course (the "Restricted Period").
(b) The restriction in Clause 1(a) shall apply globally and without any specific geographical limitations.
- Intellectual Property
The Participant acknowledges that all copyrights, trademarks, trade secrets, know-how, and any other intellectual property rights relating to the Course and any associated live events, including without limitation any materials, methodologies, and content, are the exclusive property of the Course Creator ("Intellectual Property"). The Participant agrees not to use, disclose, or reproduce the Intellectual Property, in whole or in part, except as expressly permitted under this Agreement or in a separate written agreement with the Course Creator.
- Partnership Option
(a) Notwithstanding the non-competition restriction in Clause 1(a), the Participant may, upon completion of the Course or any associated live event, choose to enter into a partnership arrangement with the Course Creator by signing a separate Partnership Agreement. Upon signing the Partnership Agreement, the Participant shall be granted a designated territory in which they may offer, teach, or sell their own online courses or live events using the Course Creator's Intellectual Property, marketing materials, and support without limitation on the scope of materials, subject to the terms of the Partnership Agreement.
(b) As part of the partnership arrangement, the Participant agrees to pay the Course Creator a royalty fee equivalent to fifteen percent (15%) of the gross revenue generated from their own courses or live events using the Course Creator's Intellectual Property, marketing materials, or support.
(c) The Partnership Agreement shall include provisions governing the termination of the partnership, including but not limited to, the Participant's unauthorized use of the Course Creator's Intellectual Property or methodologies, as well as provisions outlining the dispute resolution process.
- Dispute Resolution and Termination
(a) In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt to resolve such dispute amicably through good faith negotiations. If the dispute cannot be resolved through negotiations, the parties shall proceed to mediation in accordance with the rules of a mutually agreed-upon mediation provider.
(b) If the parties are unable to resolve the dispute through mediation, they agree to submit the dispute to binding arbitration. The arbitration shall be conducted in accordance with the rules of a mutually agreed-upon arbitration provider, and shall be presided over by an arbitrator named in the Partnership Agreement or otherwise mutually agreed upon by the parties.
(c) The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration shall be entitled to recover their reasonable attorney's fees and costs from the other party.
(d) The termination provisions outlined in the Partnership Agreement shall specify the grounds for termination and any consequences thereof. In the event of termination, the Participant shall cease using the Course Creator's Intellectual Property, marketing materials, and support and shall promptly return any and all materials, including any copies thereof, containing the Course Creator's Intellectual Property to the Course Creator.