TRAINING AND LICENSE AGREEMENT

BETWEEN: Body, Mind, Soul Therapy Inc. (the “Licensor”)

AND:

The Student (the “Licensee”)
(Each a “Party” and collectively, the “Parties”)

WHEREAS:
A. The Licensor has developed and continues to develop certain proprietary training, educational services, and educational materials in the fields of trauma recovery, managing post-traumatic stress disorder, anxiety, depression, mental illness, and eating disorders, mindfulness techniques, breathing techniques, touch techniques, yoga and physical movement techniques, all intended to help individuals process personal trauma, reduce neuroticism, increase psychological resilience and mental fortitude, and manage stress (the “Intellectual Property”);
B. The Licensor identifies its unique training methods employing the Intellectual Property under the trade names “Integrative Somatic Therapy Practice (ISTP),” “ISTP,” and/or any combination thereof (the “Brand”);
C. The Licensee understands and acknowledges the importance of the Licensor’s high standards of quality, integrity, and ethical behaviour;
D. The Licensee wishes to obtain training and a license from the Licensor to promote itself as having received training under the Brand; and
E. Subject to the terms and conditions contained herein, the
Licensor wishes to grant a license to the Licensee as having received training under the Brand.

NOW THEREFORE in consideration of the representations, warranties, covenants, and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the Parties), the Parties agree as follows:

ARTICLE 1 TRAINING
1.1. Training Fee
The Licensee will pay to the Licensor a one-time, non-refundable training fee of $497.00 + GST
1.2 Access to Level 1 Training
Upon the Parties executing this Agreement and confirmation of receipt of the Training Fee, the Licensor will grant the Licensee access to all Level 1 training materials including:
a) online self-study course lessons (modules) as developed by the Licensor;
b) one (1) interactive online live webinar, to be scheduled with the Licensor; and
c) any and all training materials required to complete Level 1 training.
(collectively, the “Level 1 Training”) until the earlier of:
d) the discontinuance of the Level 1 Training by the Licensor; and
e) termination of this Agreement in accordance with Article 2.4.
1.3. Certification
Upon the Licensee’s completion of the Level 1 Training to the satisfaction of the Licensor, the Licensor will deliver to the Licensee (in any form deemed appropriate by the Licensor, including, without limitation, electronic form) a Certificate in Fundamentals of Trauma Recovery, evidencing the Licensee’s successful completion of the Level 1 Training under the Brand (the “Credentials”).

ARTICLE 2 GRANT OF LICENSE
2.1 Grant of License
The Licensor hereby grants to the Licensee, upon their receipt of the Credentials, on the terms contained herein, a limited, personal, non-exclusive, non-transferrable license to advertise and hold themselves out to as having received the Credentials from the Licensor, for personal, academic, and commercial purposes.
2.2 Permitted Use
The Licensee may hold themselves out to as having received the Credentials in association with their personal, academic, and commercial pursuits upon receipt of the Credentials (the “License”) until such a time as the Licensor may terminate this Agreement in accordance with Article 2.4 (the “Term”).
During the Term, the Licensee agrees to maintain the highest level of professional and ethical integrity in association with their use of the Credentials.
2.3 Prohibited Use
Any use of or reference to the Brand or the Intellectual Property by the Licensee not explicitly permitted in Article 2.2 above is prohibited.
a) claims or holds out that the Brand or the Intellectual Property was created by the Licensee;
b) reproduces and/or publishes the Intellectual Property without prior consent by the Licensor.
c) claims, uses, purchases, or applies to register, record, or file in any jurisdiction in Canada or elsewhere, any trademark, corporate name, business name, domain name, copyright or design including the words “Integrated Somatic Therapy Practice,” “Integrated Somatic Therapy Practice (ISTP),” “ISTP,” or anything similar thereto or else conduct keyword advertising using the words “Integrated Somatic Therapy Practice,” “Integrated Somatic Therapy Practice (ISTP),” or “ISTP” without the prior written consent of the Licensor;
d) challenges the validity of any trademarks, patents, or copyrights related to the Brand in Canada or elsewhere, or the Licensor’s rights related to the Brand or in any such trademarks or patents;
e) conducts training or advertises they are qualified to conduct training under the Brand;
f) claims or holds out that the Licensee is an ISTP Practitioner
g) commits any act in association with the Licensee’s use of the Credentials or the Intellectual Property which the Licensor (in its sole and absolute discretion) deems to be unethical, contrary to the values of the Brand, brings disrepute to the Brand, and/or otherwise devalues the Brand
(each which constitutes a “Material Breach”).
2.4. Licensor’s Right to Terminate License
If the Licensee commits a Material Breach and, in the opinion of the Licensor, the Material Breach is not capable of being cured, the Licensor may terminate this Agreement without prior notice to the Licensee, and without prejudice to any further remedies available to it in law and/or equity.
If the Licensee commits a Material Breach or any other default under this Agreement which, in the opinion of the Licensor can be corrected, the Licensor will provide the Licensee with written notice requesting that the Licensee correct the Material Breach and/or default. In the event that the Licensee fails to correct the Material Breach and/or default within 30 days after receiving written notice from the Licensor, the Licensor may, at its sole discretion, terminate this Agreement without further notice to the Licensee, without prejudice to any further remedies available to it in law and/or equity.

ARTICLE 3 INTELLECTUAL PROPERTY RIGHTS
3.1 Licensor’s Ownership of the Brand

The Licensee acknowledges the validity and value of the Brand, the Intellectual Property, and the Licensor’s ownership thereof and the goodwill related thereto.

The Licensee agrees that the benefit of and the goodwill associated with the use of the Brand and the Intellectual Property by the Licensee will enure entirely to the benefit of the Licensor.

The Licensee agrees that, should any right, title, or interest in or to the Brand or the Intellectual Property, or any copyright or trademark related thereto become vested in Licensee, that the Licensee will hold the same in trust for the Licensor, and will at the request of the Licensor, immediately and unconditionally assign any such right, title, or interest to the Licensor.

The Licensee agrees that all rights in and to any new version, translation, or arrangement of the Brand or Intellectual Property, or other change in the Brand or Intellectual Property created by the Licensee, with the Licensor’s prior written consent or otherwise, will be and will remain the exclusive property of the Licensor, and provisions of this Agreement will apply to the same.

The Licensee will cooperate with the Licensor for the purpose of protecting, preserving, and enhancing the Brand and the Licensor’s interest in the Brand and the Intellectual Property and in furtherance of such obligations, the Licensee will promptly execute and deliver to the Licensor all documents or instruments that the Licensor, acting reasonably, determines are necessary or prudent from time to time in respect of the same.

IN WITNESS WHEREOF the Parties hereto have executed and delivered this Agreement effective as of the Effective Date.