1. Grant of License
Licensor hereby grants to Licensee a non-transferable, non-sublicensable, revocable license to operate under the MarketGrowth CX brand and use the Licensor's intellectual property, including trademarks, workflows, templates, training materials, and systems, solely within the approved territory and in accordance with the terms of this Agreement.
2. License Fee and Royalties
Licensee agrees to pay an upfront licensing fee of $10,000 upon execution of this Agreement. Licensee shall also pay monthly royalties of either 8% of gross revenue or $1,000 flat, due on the first of each month.
3. Term and Termination
The term of this Agreement shall be two (2) years, renewable upon mutual agreement. Either party may terminate this Agreement with thirty (30) days' written notice for material breach, provided such breach is not cured within the notice period. Upon termination, Licensee shall immediately cease use of all Licensor IP and return or destroy all proprietary materials.
4. Obligations of the Licensee
Licensee understands and agrees that they are only licensing the MarketGrowth CX brand and related intellectual property, and must operate their agency as an independent entity. Licensee is responsible for forming and maintaining their own legal business entity in accordance with applicable laws and regulations. Licensee shall not represent themselves as a subsidiary, employee, or partner of MarketGrowth CX LLC.
Licensee agrees to:
- Operate within the assigned territory or niche as approved
- Maintain brand consistency and follow brand guidelines
- Use only approved platforms and tools unless otherwise agreed
- Submit monthly reports and revenue statements to Licensor
- Avoid actions that may damage the reputation of MarketGrowth
5. Obligations of the Licensor
Licensor agrees to:
- Provide onboarding and training to Licensee
- Deliver brand assets, automation playbooks, templates, and microsite setup
- Offer ongoing support, coaching, and inclusion in the licensee network
6. Intellectual Property
All brand assets, trademarks, documents, workflows, and other proprietary content remain the exclusive property of the Licensor. The Licensee is granted limited usage rights during the term of this Agreement only.
7. Confidentiality
Licensee agrees to maintain the confidentiality of all proprietary information and not disclose or reproduce such content except as required for license operations.
8. Indemnification
Each party agrees to indemnify and hold harmless the other party from any claims, losses, or liabilities arising out of their respective performance or conduct under this Agreement.
Furthermore, Licensee agrees that Licensor shall not be liable for any obligations, liabilities, or representations made by Licensee in the course of its business operations. Licensee shall be solely responsible for its own contracts, clients, taxes, employee or contractor relationships, and all other aspects of its operations. Licensor shall not be held responsible for any damages, losses, disputes, or legal actions arising out of Licensee's activities, omissions, or failures to comply with applicable laws or third-party agreements.
9. Governing Law & Dispute Resolution
This Agreement shall be governed by the laws of the State of California. Any disputes arising under this Agreement shall be resolved first through good faith negotiation, and if unresolved, through binding arbitration in California.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Any amendments must be made in writing and signed by both parties.