This Licensing Agreement (the "Agreement") is entered into by and between the Alberta Music Education Foundation (AMEF) and [Licensee Name] (hereinafter referred to as the "Licensee"), collectively referred to as "the Parties," regarding the utilization of the "Learn English Through Singing The Sharkey Method™" (hereinafter referred to as "LETS The Sharkey Method™"), according to the terms and conditions delineated herein:
SECTION 1: LICENSING TERMS
1.1 Duration of the License
This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, with potential renewal by mutual written agreement of the Parties.
1.2 License Inclusions
The Licensee shall be entitled to:
a) Receive a PDF version of the Instructor Manual, which contains copyrighted material. Unauthorized distribution or reproduction is strictly prohibited.
b) Access course materials exclusively available to certified LETS instructors, to be used strictly for the intended purposes defined in this Agreement. (Refer to Section 4.2 for restrictions on course materials)
1.3 Certified Licensee Status
Licensees are permitted to represent themselves as "Certified LETS The Sharkey Method™ Instructors."
1.4 Usage Limitations
Licensees are prohibited from conducting workshops or training others in the LETS The Sharkey Method™. (Refer to Section 4 for Intellectual Property restrictions)
1.5 Non-exclusive Use
AMEF retains the right to grant licenses to other parties, with the License hereunder being non- exclusive.
SECTION 2: FINANCIAL TERMS
The Parties agree to adhere to the following fee structure for the services and amenities provided under this Agreement:
2.1 Fee Structure
a) Training Fee: A training fee of $400 shall be paid by the Licensee, which includes the Instructor Training Guide. An early bird discounted fee of $325 applies to the first 10 applicants.
b) First-Year License Fee: A first-year license fee of $175 shall be paid by the Licensee, which includes the Instructor Manual. (Refer to Section 4 for Intellectual Property)
c) Annual License Renewal Fee: An annual license renewal fee of $100 shall be paid by the Licensee. (Refer to Section 3.2 for Non-Automatic Renewal)
d) Instructor Refresher Training Fee: A mandatory instructor refresher training fee of $135 shall be paid by the Licensee every two (2) years before receiving license renewal.
e) Specific Training Dates: The training for the LETS The Sharkey Method™ program shall be conducted on the first Friday, Saturday, and Sunday after Canada Day in July.
f) Training Location: The training may be conducted online via Zoom or in person, depending on the enrollment.
g) Mandatory Refresher Training Update: Before license renewal, Licensee shall undergo a mandatory refresher training update. The cost of this training is separate and not included in the renewal fee.
h) No GST: Goods and Services Tax (GST) shall not be applicable to the fees mentioned above.
SECTION 3: LICENSURE REQUIREMENTS
To qualify for the license, the Licensee must meet specific prerequisites including, but not limited to:
a) Training: Completion of the LETS The Sharkey Method™ training program provided by AMEF.
b) Qualifying Exam: Successfully passing the qualifying exam conducted as part of the training program.
c) Assessment: Demonstrating proficiency in teaching the LETS The Sharkey Method™ through an assessment.
3.2 Non-Automatic Renewal
License renewal is not automatic and requires the Licensee to successfully complete the biennial refresher training.
SECTION 4: INTELLECTUAL PROPERTY
4.1 Rights and Usage
The Licensee acknowledges that all intellectual property rights related to the LETS The Sharkey Method™ are owned by Maura Sharkey-Pryma ("MSP"). Upon termination of this Agreement, the Licensee agrees to cease use of said intellectual property and to refrain from retaining any derivatives or copies thereof.
4.2 Course Materials
The Licensee is permitted to use the LETS course materials, which include associated media, printed materials, and electronic documentation, solely for delivering and instructing under the LETS program. These materials are licensed, not sold.
4.3 Restrictions
The Licensee agrees not to:
- Reproduce any part of the LETS Instructor Training Guide and LETS Instructor Manual.
- Share or distribute the materials to unauthorized individuals.
- Modify or adapt the course material, except where allowed for customization.
- Introduce unapproved songs into the LETS program.
SECTION 5: PROFESSIONAL CONDUCT
The Licensee agrees to adhere to the following principles of professional conduct:
- The instructor teaches in a manner that respects the dignity and rights of all persons without prejudice as to race, religious beliefs, colour, gender, sexual orientation, gender identity, gender expression, physical characteristics, disability, marital status, family status, age, ancestry, place of origin, place of residence, socioeconomic background or linguistic background.
- The instructor refrains from false statements or disparaging remarks about the exclusive authorized agent, AMEF, Learn English Through Singing The Sharkey Method™, the professional competence or professional reputation of the LETS founder, Maura Sharkey-Pryma or any other LETS instructor. It is only in confidence to proper officials and after the other teacher has been informed of the criticism.
- Maintain the confidentiality of information concerning students obtained in the proper course of the educational process.
- The professional instructor, in full recognition of his or her obligation to the profession of teaching, shall not:
(B) Misrepresent his, her or another’s professional qualifications or competencies; or
(C) Engage in any misconduct which would impair his or her ability to teach.
- Respect and uphold the reputation of Learn English Through Singing The Sharkey Method™, honouring its teaching expectations and standards.
SECTION 6: LIABILITY AND INDEMNIFICATION
The Licensee agrees that AMEF, along with its employees and agents, shall not be held liable for any claims, damages, or losses arising from the use or inability to use the LETS course materials.
SECTION 7: TERMINATION
7.1 Grounds for Termination
AMEF reserves the right to terminate this Agreement under circumstances including, but not limited to, misrepresentation, misconduct, or poor relations between the Licensee and Licensor.
7.2 Licensee’s Termination Rights
The Licensee may terminate this Agreement at any time by providing written notice to AMEF and discontinuing the use of all LETS materials and branding. This Agreement embodies the entire understanding between AMEF and the Licensee regarding the LETS The Sharkey Method™ program licensure and supersedes all prior negotiations, discussions, and agreements. Amendments or modifications to this Agreement must be in writing and duly executed by both Parties.