This Agreement is entered into on the ______day of ______, in the year ______, between Vows and Kisses (a sole proprietorship) and ______(“Associate”).
RECITALS:
A. Lucinda Martin is the originator and creator of an Interfaith Wedding Ministry known as “Vows and Kisses”,a business entity which ownsa set of intellectual properties, policies and practices referred to as the “Vows and Kisses System”. The Vows and Kisses System includes the name and mark “Vows and Kisses”, all marketing materials with that name and mark (including the website and the internet marketing system) specially designed business cards and brochures, customized descriptions of wedding rituals and plans,as well as an operating manual and other educational materials.
B. Vows and Kisses has developed and used, and continues to use and control the usage of, in connection with the Associate and the business of its Associates, proprietary interest, trademarks, service marks, and trade names, including the nameand mark “Vows and Kisses” which is in the process of being registered as a trademark on the Principal Register of the United States Patent Office.
C. Associate desires to acquire a license to adopt and use the Vows and Kisses System (“System”), and the trademarks, service marks, and trade names, in the conduct of a business to be performed primarily at wedding venues, under the supervision of and in accordance with the service standards approved by Vows and Kisses.
D. Associate understands the importance of Vows and Kisses's high standards of quality, professionalism, appearance, and service to the value of the Vows and Kisses Ministry and the necessity of opening and conducting Associate operations in conformity with the System and in accordance with Vows and Kisses's standards and specifications.
In consideration of the mutual covenants set forth below, Vows and Kisses and Associate agree as follows:
LICENSE TOASSOCIATE
1.1 Vows and Kisses grants to Associate a license to use, during the term and on the conditions set forth in this agreement, the names, symbols, and trademark associated with the Vows and Kisses's name andSystem.
1.2. Vows and Kisses shall not, while this agreement is in force, grant a license to conduct a similar operation to more than one other person, including another Associate, within the boundaries of the Associate’s service area as determined by the counties of:
1.3 The name of anyAssociatebusiness entityusing this license may include the words “Vows and Kisses” or any other trademark owned by or licensed to Vows and Kisses, but only with the prior, express, and written consent of Vows and Kisses. On termination of this agreement for any reason, the name of the business entity shall be amended to delete such words.
TERM
2.1 This agreement shall continue for a period of one year from the effective date of this agreement, and shall be automatically renewed for an one additional one year term, unless at least three months before the expiration of any one year term, Associate gives to Vows and Kisses notice in writing of termination at the end of such term.
PAYMENTS
3.1 Associate Fee. Associate shall make payment to Vows and Kisses of $1200.00f$, payable as follows $100.00$ on execution of this agreement, receipt of which is hereby acknowledged; and $100 every month hereafter, payable on the 15th of the month. In return, Associate shall receive the right to do business as a licensed Associate under the terms of this agreement, and to receive the services and assistance set forth in this agreement.
3.2 Payment Defaults. If, as the result of the failure of Associate to remit the payments required under subsection3.1 of this section, Vows and Kisses places the unpaid accounts in the hands of another person or entity for collection, Associate shall pay all collection costs, reasonable attorney’s fees, and five percent (5%) annual interest on the unpaid amounts, in addition to the unpaid amounts.
education AND SUPERVISION
4.1 Vows and Kisses agrees to make training available to Associate, to provide an operations manual, to make promotional and other recommendations, and to respond in a reasonable and timely manner to all questions regarding the operation of their Vows and Kisses ministry.
4.2Associate will not divulge any business information, whether written or oral, received from Vows and Kisses or from any meetings with representatives of Vows and Kisses or from other Associates, nor use such information in Associate’s business, until such time as disclosure to the public may be required by the nature of the information. Such information may include, but is not limited to, promotional material or plans, expansion plans, new products, or marketing information.
4.3 All Vows and Kisses Associates must obtain proof of ordination and maintain any legally necessary licensures, certifications, etc. required by the state in which they will officiate. Vows and Kisses or a related company may provide assistance in educating Associates in Interfaith Ministry, but ultimately it is the responsibility of each Associate to comply with applicable state law.
4.4 Associates are not employees of Vows and Kisses and the execution of this contract will not create an employer-employee relationship. Vows and Kisses Associates must comply with applicable state law regarding the creation and maintenance of their individual business entities, including the determination and payment of all federal and state taxes.
SERVICES and SUPPLIES
5.1 Associate understands and acknowledges that every detail of the System is important to Vows and Kisses, to Associate, and to other Associates to develop, maintain, and insure high standards of quality, professionalism, appearance, and services, and to increase demand for Vows and Kissesservices and products. Accordingly, Associate agrees:
a)To offer only such services as shall be approved in writing by Vows and Kisses, and in conformance with the guidelines described in the operations manual.
b)To offer for sale only such products as shall be approved in writing by Vows and Kisses.
c)To refrain from selling any products or services that do not meet with Vows and Kisses's standards and specifications.
VOWS AND KISSES'S DUTIES
6.1 Initial Services. Vows and Kisses shall assist Associate as required, based on the experience and judgment of Vows and Kisses, in the pre-opening, opening, and initial conduct of the Associate operation and in conforming to the requirements of the Vows and Kisses System.
6.2 Continuing Services. Vows and Kisses shall:
a)Maintain an advisory relationship with Associate, including consultation in the areas of marketing, merchandising, and general business operation.
b)Provide Associate with operating manuals containing the standards, specifications, procedures, and techniques of the Vows and Kisses System, and periodically revise the content of the manuals incorporating new developments regarding standards, specifications, procedures, and techniques.
c)Continue its efforts to maintain high standards of quality, professionalism, appearance, and service in all Associateministries, protecting and enhancing the reputation of the Vows and Kisses System and the demand for the products of the Associate system.
d)Review all proposed advertising and promotional materials prepared by Associate for use in local advertising.
e)Direct the development of all advertising and promotional programs. The content of the advertising, as well as the media in which the advertising is to be placed and the defined advertising area, shall be at the discretion of Vows and Kisses.
TERMINATION
7.1 Failure to Comply with Agreement. Except as otherwise expressly provided in this agreement, if Associate defaults under the terms of this agreement and such default is not cured within 30 days after receipt of written notice to cure from Vows and Kisses, then, in addition to all other remedies at law or in equity, Vows and Kisses may immediately terminate this agreement. Termination under such circumstances shall become effective immediately on the date of receipt by Associate of a written notice of termination.
7.2 Duties Upon Termination or Expiration of Agreement. On termination or expiration of this agreement:
a)Associate shall immediately pay all sums owing or accrued under this agreement prior to termination or expiration, payments to be made to Vows and Kisses. Such sums shall include any damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Vows and Kisses by reason of default on the part of Associate.
b)Associate shall immediately cease to use, by advertising or in any manner whatsoever, any methods associated with the name of Vows and Kisses any or all of the proprietary marks and names, and any other trade secrets, confidential information, operating manuals, slogans, signs, symbols, or devices forming part of the Associate system or otherwise used in connection with conduct of the Associate operation.
c) Associate shall immediately destroy or return to Vows and Kisses any Vows and Kisses materials in the Associate’s possession, including all operating manuals, plans, specifications, and other materials containing information prepared by Vows and Kisses and relative to the Associate system, and also including business cards, banners, or car signs.
7.3 All Rights to be Cumulative. No right or remedy conferred in this agreement upon or reserved to Vows and Kisses is exclusive of any other right or remedy in this agreement, or provided or permitted by law or in equity, but each shall be cumulative of every other right or remedy given under this agreement.
WAIVER
8.1 No failure of Vows and Kisses to exercise any power reserved under this agreement, or to insist upon strict compliance by Associate with any obligation or condition under this agreement, and no custom or practice of the parties in variance with the terms of this agreement, shall constitute a waiver of Vows and Kisses's right to demand strict compliance with the terms of this agreement.
ENTIRE AGREEMENT
9.1 This agreement shall constitute 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 upon either party except to the extent incorporated in this agreement.
MODIFICATION OF AGREEMENT
10.1 Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.
GOVERNING LAW
11.1 It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California.
ARBITRATION OF DISPUTES
12.1 All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of this agreement are subject to arbitration. Either party may make a demand for arbitration with JAMS (Judicial Arbitration and Mediation Services) by filing such demand in writing with the other party within 60 days after the dispute first arises.
In witness whereof, each party to this agreement has caused it to be executed at
______(Place of Execution) on the date indicated below.
______
Signature Date
______
Name & Title (Printed)
Note: In signing a Marriage Certificate you are required to include title; Minister, Pastor, Commissioner, etc. “Officiant” is not accepted.
Lucinda Martin(831) 566-2467
922 Easton Dr.
Santa Rosa, CA 95405
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