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.