InterNACHI Standard Licensing Agreement for InterNACHI Use of Vendor Course Materials

WHEREAS, the International Association of Certified Home Inspectors, Inc., (“InterNACHI”) is a nonprofit 501(c)(6) trade association serving the home inspection industry;
WHEREAS, the Licensor identified below owns all intellectual property rights in and pertaining to certain educational courses that InterNACHI wishes to offer to its members and others in order to further their professional knowledge or to satisfy licensing requirements of some jurisdictions;
WHEREAS, Licensor desires to provide its course materials to InterNACHI for the purposes set forth above;
NOW, THEREFORE, the parties agree as follows:
1. Non-Exclusive License.  Licensor hereby grants to InterNACHI a non-exclusive license to use and reproduce the following materials in connection with its course offerings: 
2. Duration.  This license shall continue indefinitely unless Licensor terminates it in a writing delivered or mailed to InterNACHI at 1750 30th Street, Ste. 301, Boulder, Colorado 80301.  Any such termination shall be effective only ninety (90) days after received by InterNACHI. 
3. InterNACHI’s Interest.  InterNACHI acknowledges that nothing in this Agreement grants to it any right title or interest in any materials licensed hereunder, except the right to use such materials for the purposes set forth herein.  Licensor will retain all statutory and common law intellectual property rights in the materials, including, but not limited to, copyrights and trademarks of Licensor.  InterNACHI may make the materials available to InterNACHI members and InterNACHI chapters via the Internet or other means, whether electronic or in print.  InterNACHI may sublicense the materials to its chapters on terms consistent with this Agreement.
4. Payment.  Upon execution of this Agreement InterNACHI shall pay Licensor the sum of $________________________________________________________. 
5. No Alterations. InterNACHI shall use the materials only as developed and approved by Licensor.  InterNACHI shall not alter any materials in any significant way without first obtaining the express written consent of Licensor.
7. Non-Transferable.  The license provided for in this Agreement is granted solely to InterNACHI.  InterNACHI may not grant any sub-licenses nor may it transfer the license or any interest in it to others, either by operation of law or otherwise.
8. Infringement.  Licensor shall be responsible at its expense for defending its materials from infringement by others and defending against any claims by others that the materials infringe upon their rights.  Licensor shall defend indemnify, and hold harmless InterNACHI from any such claims of infringement by others. Upon any claims of infringement, InterNACHI shall promptly comply with the Licensor’s instructions concerning the allegedly infringing item including, but not limited to, ceasing immediately all further use of the item.  Provided it complies with this paragraph, Licensor shall not be liable to InterNACHI for damages or any other relief should it be determined that any materials infringe upon the rights of another. InterNACHI shall promptly notify Licensor of any possible infringement or claim of infringement of which it becomes aware.
9. No Warranty.  InterNACHI shall be solely responsible for the design and implementation of any trainings and/or training materials it offers that in any way incorporates or relies upon the materials that are the subject of this Agreement.  Should any claims arise with respect to trainings and/or materials, InterNACHI shall be solely responsible for them and shall defend with competent counsel, indemnify, and hold harmless Licensor from any liability with respect to such claims. 
10. Power of Attorney.  Licensor hereby grants to InterNACHI authority to act as Licensor’s attorney-in-fact for the purpose submitting any of Licensor’s materials to any regulatory agency for the purpose of seeking any form of accreditation or recognition from the agency for the courses InterNACHI intends to provide using any of Licensor’s materials.  InterNACHI may represent to any such agency that it is authorized to use the materials and offer the courses in InterNACHI’s name, understanding that Licensor will retain ownership rights as set forth herein.
11. Independent Contractor.  The parties to this Agreement shall be independent contractors and shall have no other relationship not expressly granted by this Agreement. Neither shall hold itself out as having any other relationship to the other, and upon request from the other a party shall furnish a written disclaimer as to any other relationship. Neither party shall have the power or the right to bind or create liability for the other by its intentional or negligent act. Each shall defend with competent counsel, indemnify, and hold harmless the other for all claims of any kind arising out of its own acts or failures to act. 
12. Venue.  The parties agree that the exclusive venue for any legal action arising out of this Agreement shall be in the District Court of Boulder County, Colorado, or if federal jurisdiction is mandatory, the U.S. District Court for the District of Colorado in Denver.
13. Entire Agreement.  This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedes all prior negotiations and understandings of every kind.  This agreement may not be modified, except in a writing signed by both parties.
            Dated this ___ day of _____________, 2005
International Association of Certified Home Inspectors, Inc.