Project Replication Agreement

 

For one year, you will be allowed to:

1) Adapt and implement the Blueprint "recipe" to make it happen in the best way right where you are

2) Send us feedback and tips about what you are doing in your local context!

3) Implement this project in the territory and and under the circumstances you indicated us, informing us if you want/need to change something

4) Use this project with an ethical purpose to empower local communities.

 

You are not allowed to do:

1) Copy parts and/or all the content of the Blueprint and share it with third parties

2) Sell the Blueprint and/or its content, transfer the agreement and/or your user ID with third parties

3) Share or use any of the information provided, directly or indirectly, about this Blueprint to damage or compete against Impacton or the project founder.

 


Full Agreement:

 

This Project Replication Agreement, hereinafter referred to as "Agreement," is entered into and made effective as of the date set at the day in which the payment is received ("Commencement Date") by and between the following parties:

1. IMPACTON BLUEPRINTS LIMITED, a company incorporated in the United Kingdom (Company number 11063605) having its registered office at: 2nd Floor Windsor House, 40-41 Great Castle Street, London, England, W1W 8LU ("Impacton" or "Licensee");

and

2. You are an individual / organization who will hereinafter be referred to as "Replicator".

The Replicator is intended to be already registered as User on the Impacton platform/website. All contact information about the Replicator are already provided in the registration and is in the User duty to keep contact informations updated also for the uses of the present Agreement.

Impacton and Replicator may be referred to individually as "Party" and collectively as the "Parties."

PURPOSE OF THIS AGREEMENT

Impacton manages the Intellectual Property to the Project on which the present Blueprint is based on.

To this end, Impacton has been given full authority by the Project's founder to adapt, publish, spread and license the Project's System (defined below, hereinafter referred to as "System") and/or to use its Proprietary Marks (defined below, hereinafter referred to as "Proprietary Marks"), if any.

The System includes elements unique to the Project, including, but not limited to, specifications, techniques, training methods, products, production methods, operating methods, designs, color schemes, and furnishings.

The Replicator desires to obtain a licence to use aforementioned System in order to start a non-profit project or run a new social business or implement in an existing one the Blueprint and the Project under Impacton and the Project founder's guidelines, and according to the Project's specific social and environmental values which are to be respected at all times.

Therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

AGREEMENT

1. Definitions

  1. "Blueprint": Set of reference documents, visuals, manuals and other materials including technical information and/or trade secrets or other proprietary information not publicly available (interactive toolkit) created by Impacton and approved by Licensor, detailing the model/formula of a Project and/or impact-driven organization. The Blueprint identifies the key elements necessary for spreading the model/formula elsewhere and how to use it; makes the formula/model available for Replicators to use, adapt and replicate it, reaching higher measurable impact in a new location. The Blueprint could be available/spread both online (on the Impacton platform) and offline. Additional documents may include template contracts, as well as legal and context compatibility studies assessing the Project's likelihood of successful replication in a given context. Parts of the Blueprint can be considered Adapted Material of Project founder Project and, as such, fall under Impacton's legal ownership, in turn subject to Copyright and Similar Rights.
  2. "New Replicator Project": New Replicator Project shall be defined as the new project to be owned by the Replicator, that utilizes the System and/or Proprietary Marks, opened pursuant to this Agreement.
  3. "Project": impactful solution that aims to tackle societal and/or environmental challenges.
  4. "Project founder": the person, organization or entity that provided Impacton with the Project material and recognized all rights to adapt, publish, spread and license the Project's System on which the Blueprint is originally based on.
  5. "Project Marketing Materials": Project Marketing Materials are all the advertising and promotional materials, including press releases, signs, copy, concepts, brochures or other information used to advertise or market the Project.
  6. "Proprietary Marks": The Proprietary Marks are the marks owned by the Project owner and managed by Impacton, including but not limited to, the project's branded mark, as well as any and all other names, trademarks, service marks, logos, trade dress, or other commercial symbols or copyrighted materials belonging to the project's founder and its affiliates (including, but not limited to, the Blueprint of the Project, provided and owned by Impacton Blueprints Limited).
  7. "System": The System shall be defined as the conceptualization, specifications, design, marketing, operation, and licensing of the Project, including the expenditure of resources into the Project.
  8. "Term": The Term of the Agreement shall be defined as the period for which this Agreement will run, discussed more specifically elsewhere in this Agreement.
  9. "Territory": Territory shall be defined as the specific geographic location where Replicator is permitted to operate the New Replicator Project. The Territory is defined in the acceptance phase and specific for the Replicator as agreed with Impacton and detailed in the ANNEX A.

2. Limited grant

Impacton hereby grants, and Replicator accepts under the terms and conditions of this Agreement, a limited, non-transferable, non-exclusive licence to access the Blueprint and use the Proprietary Marks and the System to run a non-profit project or a new social business or operate an existing one in the Territory for the Term.

3. Reserved rights

Replicator hereby acknowledges and agrees that this Agreement shall in no way mean that the project founder or Impacton's rights are limited with regard to the Project. The project founder, Impacton and their affiliates, parents, subsidiaries, or related businesses hereby retain all rights to develop, operate, promote or otherwise exploit the Project, the System, and the Proprietary Marks. Replicator additionally acknowledges and agrees that Replicator is not entitled to any exclusivity or other territorial rights, except as specifically delineated in this Agreement.

4. Fees

Access Fee: Replicator shall pay the following initial access fee ("Access Fee") to Impacton for the right to enter this Agreement and in consideration of the New Replicator Project. Such a fee is determined prior to this Agreement and accepted from the Replicator when this Agreement is signed.

The Access Fee is non-refundable.

The Access Fee is going to be paid to Impacton through the payment system available on the Impacton platform at the moment of the sign of this Agreement.

The Access Fee guarantees access to the Replicator to the Blueprint until the Term of the Agreement.

5. Guidelines, Reports & Marketing

Replicator hereby agrees to use and prominently display the Project Marketing Materials and Proprietary Marks solely in connection with the New Replicator Project.

Replicator agrees not to advertise or market the New Replicator Project in any way which may disparage or detract from the reputation of the Project founder or of Impacton.

Replicator acknowledges that the Project founder could share guidelines about the Project that he will be required to comply to, under the supervision and terms of Impacton. These guidelines will be exclusively provided through Impacton platform.

Impacton may request reports regarding Replicator's expenditure and activities, at Impacton's sole and exclusive discretion.

6. Compliance with System

Replicator hereby agrees to strictly comply with the System, as outlined in the Blueprint. Any failure of Replicator to comply with the System standards shall be grounds for termination of this Agreement.

Is intended though that the Replicator could amend at the System and Blueprint, adapting the Project for obtaining better results in his specific territory. In this case the Replicator is asked to communicated the amendments to Impacton, that will have the right to adapt, elaborate and share those without limitation, also incorporating them into the Blueprint. The Replicator acknowledges that no payment, right or obligation will arise from this activity for Impacton.

7. Term and Termination

The Term of this Agreement shall begin on the Commencement Date and will end on the Expiration Date, as defined below, unless this Agreement is terminated sooner as listed in this provision and elsewhere within this Agreement.

The Expiration Date shall be exactly one solar year from the Commencement Date.

Impacton shall have the ability to terminate this Agreement for cause, defined as any material breach of this Agreement, without having to prove damages.

Specifically, Replicator acknowledges and agrees that the following acts (considered a non-exhaustive list, not including each specific material breach of this Agreement) shall be cause for immediate termination:

  1. Replicator is convicted of a felony or any criminal misconduct related to operation of the New Replicator Project;
  2. Impacton discovers a material misrepresentation made by Replicator in connection with this Agreement;
  3. Replicator will not conduct its respective businesses prudently and in a manner that does attract unfavorable publicity, a negative reputation or enforcement activity by a Governmental Authority having jurisdiction;
  4. Replicator activity will create a reputational damage to Impacton, the Project founder or in case the Replicator fails to comply with Blueprint technical instructions, or from failure to comply with safety standards or applicable local laws.
  5. Replicator behaves in any manner which would reflect poorly on the reputation and goodwill of Impacton or Project founder; or
  6. Replicator fails to pay any fees, costs, charges or other amounts due under this Agreement.

In the event of material breach of this Agreement, Impacton may also decide to simply revoke the licence granted under Article 2, at their sole and exclusive discretion. In such case, Impacton may decide freely whether Replicator must:

  1. only cease to use the Proprietary Marks in external relations, eliminating all mention of the names of Impacton and any of its subsidiaries or affiliates on all of its documents;
  2. cease and desist from using the Proprietary Marks entirely and return and/or permanently erase all materials provided in connection with the Blueprint and/or the Project;
  3. cease and desist from continuing their activities, either temporarily (to make corrections) or entirely, due to blatant violation of the terms and conditions outlined here, thus terminating the Agreement.

8. Rights & Obligations on Termination

In the event this Agreement naturally expires or is terminated, Replicator hereby agrees to undertake the following acts:

  1. Immediately cease to use the Proprietary Marks and the System for any activities and return any manuals, specifications, forms, memoranda, training materials, instructions, and materials with the Proprietary Marks listed on them to Impacton; and
  2. Remove any signs which identify Impacton or the Project from the New Replicator Project and perform any remodelling or redecoration which may be required by Impacton or the Project founder to further distinguish it from the Project.

Impacton shall retain any and all fees and other monies paid pursuant to this Agreement.

If there are any fees owed to Impacton at the expiration or termination of this Agreement, Replicator shall pay them immediately. If the termination is by reason of Replicator's breach or default, such sums shall include any and all damages, costs, and expenses incurred by Impacton.

Impacton shall retain all rights and remedies after the termination or expiration of this Agreement. Furthermore, such expiration or termination shall not release Replicator of any of obligations to Impacton at the time of the expiration or termination nor terminate those obligations and liabilities of Replicator which, by their nature, survive the expiration or termination of this Agreement.

9. Renewal

Renewal of this Agreement shall take place automatically at the end of its Term, for an additional identical Term and under the same conditions, unless Parties express a desire not to continue it.

If Impacton wishes to terminate the Agreement or alter its terms upon renewal, Impacton shall provide a written request (intended to be email) for a change in terms to the other party at least 30 (thirty) days prior to the Expiration Date. If the Replicator does not accept the terms and conditions for the renewal by the Expiration Date, the Agreement will be terminated.

Replicator hereby acknowledges and agrees that the terms of any agreement to renewal ("Renewal Agreement") may be substantially different, including any Fees and any other terms at Impacton's sole and exclusive discretion.

10. Warranty

Neither Project founder, Impacton, or any of their subsidiaries and affiliates shall be liable (whether under contract, tort (including negligence) or otherwise) for:

  • Any losses or damages as a result of a faulty implementation by Replicator or any third party of one or more of the recommendations and guidelines provided in the manuals and other materials;
  • Any losses or damages as a result of an unsuccessful replication of the Project, even after strict, faithful application of some or all of the aforementioned recommendations and guidelines.
  • Any special, incidental, consequential, punitive or exemplary damages arising out of use of the provided material, even if Impacton has been advised of the possibility of such damages.

The Replicator assumes liability for all losses or damages, contractual or otherwise, resulting from their activities in executing the Project.

If Replicator enters into any new lease or extends any lease for tenancy of the New Replicator Project extending beyond the Term (in case of termination), Replicator acknowledges that Replicator shall be doing so at its own risk.

11. Non-Competition

During the course of this Agreement and for a period of five (5) years thereafter, Replicator agrees to refrain from engaging, directly or indirectly, in any form of commercial competition (including, but not limited to, through business, marketing, investment or financial activities) with the Project founder or Impacton. Replicator agrees not to engage in any form of commercial competition either single-handedly or through the employment or contracting with a third-party or organization. Also, Replicator shall not share or use any of the information given by Impacton or Project founder to Replicator directly or indirectly to procure a commercial advantage over Impacton or Project founder, or otherwise use any designs, ideas or concepts created by or belonging to Impacton or Project founder without the express written consent of Impacton.

12. Indemnification

Replicator hereby agrees to indemnify Impacton, Project founder, and all of their agents, employees, and representatives against any and all damage, liability, and loss, as well as legal fees and costs incurred, however caused, as a result of the use, condition, construction, equipment, decorating, maintenance or operation of the New Replicator Project.

13. Relationship of the Parties

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties.

14. Waive of Withdrawal

In compliance with The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (UK Regulation 2013 No. 3134 ), the Replicator acknowledges and accepts that Impacton is supplying digital content that is not on a tangible medium within the cancellation period, and that the Replicator has expressly requested this and acknowledged that by doing this the Replicator has lost his right to cancel.

15. General Provisions

  1. The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.
  2. This Agreement is made in English and Spanish. In the event of a dispute as to the terms of this Agreement, the English version shall prevail.
  3. This Agreement and each Party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement either personally or through its authorized representative.
  4. ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, Impacton shall then decide to submit the dispute to arbitration. The arbitration shall be conducted in London. The arbitration shall be conducted by a single arbitrator and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing law of England and Wales.
  5. NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of Impacton. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of Impacton to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
  6. SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
  7. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

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