Sample 1:1 Provider License Agreement

This Agreement is executed following successful completion of HeartMath’s 1 on1 Provider Training.
This Letter of Agreement states the terms under which HeartMath LLC is extending to you licensing in our 1 on 1 Provider program, in the territory consisting of the United States and Canada.

Our joint vision is that you will actively teach your clients on an individual basis to use and apply the HeartMath techniques. We are extending you a license to do that, which includes being able to represent yourself as a “Licensed HeartMath® Provider” and also use the trademarked names* of the techniques, Freeze-Frame®, Heart Mapping®, Quick Coherence®, Heart Lock-In® , emWave® or any other names trademarked by HeartMath, LLC, Quantum Intech or the Institute of HeartMath in your promotions.

In order to do this effectively we ask that you sincerely practice the HeartMath techniques and agree to act in a manner which does not reflect adversely on the name and reputation of HeartMath.

We mutually agree that this license is limited to individual training and is not permission to teach these techniques in seminars or workshops or to groups of people without written permission from HeartMath. Regular, on-going small groups such as a family or a therapy group are included within the concept of individual training, with prior approval.

Our Director of Training and Licensing Programs, presently Kim Allen, is the place to go for questions, permissions, collateral approval or support needs. She will provide oversight of HeartMath related materials you develop which need approval prior to distribution.  In order to assure intellectual property rights protection and the integrity of information in our public exposure, in addition to collateral approval you agree to work with the Training and Licensing Director to connect to our appropriate departments for marketing and media oversight.

You will be furnished materials from HeartMath that are copyrighted. You may use copyrighted materials with your clients except materials marked “confidential” or “proprietary” by HeartMath which are for your personal use only unless written permission for copying or reproduction is obtained from the Director, Training and Licensing Programs. You agree to use the appropriate copyright and registered trademark symbols and designations in all materials and promotions. If you are not clear on the proper use of any of those designations, contact the Director, Training and Licensing Programs for assistance.

If you have members of your staff who deliver your services to your clients, they need to be specifically licensed by us, just as you are, in order to teach your clients these techniques. This agreement does not grant permission to extend to others authority to teach these techniques.

There is no obligation for the payment of royalties on your income from these trainings. You do agree to purchase an approved 1 on 1 workbook for each client you teach. A portion of that wholesale price is the individual license fee for that client in lieu of a royalty payment. Only one workbook need be purchased regardless of the number of times you engage in HeartMath instruction with that individual. HeartMath must approve exceptions in writing.

Modifications of the HeartMath techniques and intellectual property are considered derivative works and are the property of HeartMath. Modifications may be made only with specific written permission from HeartMath. Modifications includes translations, editorial revisions, interpretive matter, annotations, elaborations or other adaptations or forms of presentation that are based on the original HeartMath work.

You may purchase most HeartMath products at a discount that ranges from twenty percent to forty percent depending on the product.

You agree that you are an independent contractor, paying your federal and state taxes and all costs associated with your business, and you are responsible for its success and decisions totally independent of HeartMath. If you have employees, you agree that they will follow the terms of this agreement. HeartMath does not make any warranties or representations as to the success of your independent business or the value or role of HeartMath in that success.

Information flow and staying current are an important element of this agreement. Thank you for agreeing to register and regularly review the Web based Provider Extranet, to respond to requests for information within two weeks of that request and to keep accounts paid in full within thirty days of invoice.

Because the HeartMath research and techniques relate to mental, emotional and physical health you agree to act in accord with the following HeartMath policy and not make any claims contrary to that policy:

This agreement is for one year and is to be renewed automatically unless either you or HeartMath give thirty days notice of non-renewal and provided 1.) All fees owed to HeartMath are current and 2.) You are actively teaching HeartMath to your clients which is demonstrated by the  purchase of approved 1 on 1 workbooks and HeartMath products for resale of not less than $500 during the 12 months prior to each renewal date. This amount is based on your discounted price. Failure to fulfill any provision of this agreement results in termination within thirty days notice of the deficiency unless it has been remedied. In this agreement, when permission or authorization is required, permission can be provided either in writing or electronically.

If any conflicts arise we agree to 1.) Directly negotiate with each other; 2.) Choose an independent third party mediator; and 3.) If we still cannot reach agreement, to use binding arbitration instead of going to court. If we were not able to work out our problems in those ways immediate irreparable injury could be caused for which injunctive relief is an appropriate remedy in addition to others. If you have a dispute with a client or other third party relating to HeartMath technology, notify us so we can be present at a meeting of the parties to assist in resolution.

We both agree not to assign this agreement to anyone else and not to modify it except in writing. We can not bind each other or act as each other’s agent. HeartMath is not liable for your actions and you are not liable for HeartMath’s actions. We will both keep adequate liability insurance.

This Agreement shall be governed in accordance with the laws of the State of California.  In the event that any actions are necessary to resolve the terms of this Agreement, the venue for any action concerning this Agreement shall be Santa Cruz County, California. The terms of this agreement are effective as of the date of mutual signature.

*Partial list of trade names. Complete list available from the Training and Licensing Office.

HeartMath, Freeze-Frame, Heart Mapping, and Lock-In are registered trademarks of the Institute of HeartMath. Quick Coherence is a registered trademark of Doc Childre. emWave is a registered trademark of Quantum Intech, Inc.