Experts Agreement

ON-LINE COURSE DEVELOPMENT AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE PROVIDING YOUR ADVISORY SERVICES AND EXPERTISE AND/OR DELIVERING ANY CONTENT TO LIFE REVIVAL CORP. (THE “PRODUCTION CENTER” OR “US”).  THE TERMS AND CONDITIONS OF THIS ON-LINE COURSE DEVELOPMENT AGREEMENT (“AGREEMENT”) GOVERN YOUR CONTRACTUAL RELATIONSHIP WITH US UNLESS YOU AND THE PRODUCTION CENTER HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING YOUR CONTRACTUAL RELATIONSHIP. BEFORE PROVIDING YOUR SERVICES TO THE PRODUCTION CENTER, YOU MUST READ THE WHOLE AGREEMENT. BY CHECKING THE BOX WITH LINKS TO THIS AGREEMENT OR BY CLICKING “ACCEPT”, YOU ARE AGREEING THAT YOU UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS. IF YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT, AND IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER TO THAT LEGAL ENTITY.

  1. Definitions. 

“Confidential Information” – defined in Section 7 below.

“End User” – defined in Section 2 below.

“Intellectual Property Rights” – defined in Section 4 below. 

“Know-How” – knowledge, expertise, practical ability, skills and secrets in tangible and intangible forms required for production and on-line posting of the Products.

“Legal Entity” – any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization.  Legal Entity includes, without limitation, any government, non-profit, educational or academic institution.

“Product(s)” – course material(s) designed, developed, written, created, produced, or producible by You for Production Center with or without the exclusive trademarks and shapes presently existing or later acquired.

“Revenue Share” – defined in Section 2 below.

“You” or “Expert” – the individual or entity providing his/her/its knowledge and expertise in order to develop the Product(s).

  1. Expert Services.
  1. You agree to develop at Production Center’s orders and request the Products in accordance with terms and in the manner stated in this Agreement for the sales of such Products by Production Center on World Wide Web to World Wide Web users (hereinafter referred to as “End Users”).
  1. Expert shall share his/her “Know How” with Production Center in assisting them in creating online Product content (course(s)). As a condition precedent to any Expert’s engagements with Production Center, Expert shall provide Production Center with the complete information on Expert’s credentials and contents of Expert’s course materials.  
  1. Production Center will advertise and promote online created Product(s) in an effort to sell Product(s) to End Users.
  1. Production Center will have exclusive rights to review, edit, modify, amend, or remove any part of or all parts of Expert developed Product(s) intended for sale to End Users on the World Wide Web. Production Center will also have exclusive rights to run experimental tests and trials of online Product(s) on World Wide Web before implementing the final versions of Product(s). Production Center shall act in good faith, consistent with industry standards, in exercising these rights.
  1. Production Center will utilize necessary resources and available network platforms in its efforts to advance development, promotion and sale of  Products.
  1. Every Product shall require Production Center’s prior written consent before being placed on World Wide Web. Such consent to post Products on World Wide Web will not be unreasonably withheld. Expert promises to promptly provide Production Center with the information/materials forming the basis of each Product. 
  1. Expert promises to periodically review and make recommendations to Production Center regarding the Products already posted on the World Wide Web. Expert promises to provide product support to End Users who purchase the Product(s) and to address their questions and concerns. Expert promises to monitor market’s response to posted Products and periodically advise Production Center on the ways to improve or supplement each Product. Expert shall regularly update or modify Product(s) in an effort to maximize sales in response to changing market conditions and keep Production Center appraised of any updates or modifications. 
  1. Payment for Services

3.1 Upon completion of the Product(s) and release of such Products to the End users for sale on the Production Center’s platform, Production Center shall pay You Thirty Percent (30%) of the revenue from the sale of each individual Product developed by You (the “Revenue Share”). 

  1. The payments of Revenue Share shall be remitted directly to Your designated account by the thirtieth (30th) day after the sale of each particular Product. 
  2. Production Center will set up on its platform an account in Your name whereby You will have an electronic access to monitor Products’ sales, receipt of funds and costs of advertising in real time.

  1. Licenses and Rights
  1. Any intellectual property rights, trademarks, patents, copyrights, functional designs, technology,  and licenses presently existing or later acquired in the Products, including trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein, shall be unconditionally vested in or assigned to Production Center, except that Expert shall retain any and all intellectual property rights, trademarks, patents, functional designs, technology and licenses in the content created by Expert prior to execution of this Agreement, including content that was placed on World Wide Web without Production Center’s involvement.  
  1. Contemporaneously with the acceptance of this Agreement by You or shortly thereafter, Production Center and/or Expert may file applications for intellectual property protection and a provisional Patent with the appropriate agencies.   Any such applications shall either designate Production Center as the sole beneficiary or assign any acquired protections for the benefit of Production Center in accordance with Section 4.1 above. 
  1. Expert shall maintain a working relationship with Production Center.  In that regard, the Parties shall protect and preserve the good will and image of each other and the Products.  The Parties agrees to:
  1. conduct all business activities in a manner that reflects favorably at all times on the Products, and the reputation of both; 
  2. avoid deceptive, misleading or unethical practice that is or might be detrimental to Production Center and the Products, including a disparagement of either party or the Products; and
  1. refrain from making any representations, warranties, or guaranties to End Users with respect to the specifications, features, or capabilities of the Products that are inconsistent with literature or written representations distributed or issued by either party, including all limited warranties and disclaimers in such writings.  

Expert agrees that a material term of this Agreement is Expert’s agreement to protect and preserve the goodwill of Production Center. 

  1. Production Center shall have exclusive rights in selling, soliciting End Users and distributing the Product(s).  Should Expert receive an unsolicited offer related to the sale of Products from any entity other than Production Center, Expert will promptly refuse such offer and notify Product Center of such offer.
  1. Disclaimer. Notwithstanding anything to the contrary contained in this Agreement,             the terms and conditions hereof are not intended to, or shall result in, an actual, implied, fiduciary or constructive (i) grant of a license to Expert or any third party to the non-transferable rights of third parties that are part of the Products, directly or indirectly, or (ii) license or authorization for Expert to commercialise, distribute, market and sell the Products.
  1. Term.
  1. This Agreement shall remain in effect from the date it is accepted by You and for as long as Products remain on the Production Center platform for distribution to End Users. Either party to the Agreement may terminate this Agreement by giving a three (3) months written notice of to the other party.  
  1. If one of the parties breaches any material obligation hereunder, the non-breaching party may terminate this Agreement immediately upon sending a written notice to the other party to this effect and such termination shall be effective as follows:
  1. upon thirty (30) days’ advance written notice for a material breach of the other Party if such breach is not remedied within said thirty (30) days; or

ii. immediately, if the other party ceases to conduct business in the normal course, is declared insolvent, undergoes any procedure for suspension of payment, makes a general assignment for the benefit of creditors, voluntarily or involuntarily commences bankruptcy proceeding, or dissolution or liquidation is filed by or against it.

  1. Upon termination of this Agreement, both Parties to the Agreement shall ensure that all other contractual relationships, whether authorized by the Parties to the Agreement or not, shall cease at the same time, and shall therefore notify any such counterparts in writing thereabout.
  1. Upon termination of the Agreement, any and all business documents made available to the Parties to the Agreement in connection with Products’ development, design and/or manufacturing, together with the copies made thereof (particularly engineering documents, drawings, designs and etc.) shall be returned to Production Center without delay.  As far as such documents will still be required for the performance of binding offers pending and of orders already received they have to be returned immediately upon complete performance thereof. 
  1. Any claims on the part of each party on grounds of or in relation to the termination of the present Agreement shall be precluded to the extent permissible by law.
  1. In the event this Agreement expires or is otherwise terminated in accordance with the terms set forth herein, Sections 4-11 of this Agreement shall survive the termination of this Agreement, as well as existing obligations to End Users until the expiration of the then currently effective contracts with such End Users. 
  1. Representations and Warranties.
  1. You hereby represent and warrant to Production Center that: 
  1. The interest in the Products is free from any obligation, lien or defect; 
  1. You have no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with, or that would hinder Your performance of its obligations under this Agreement;
  1. Product(s) will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Product(s) that is created, developed or supplied by the Product Center. 
  1. You will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of business being conducted by the Production Center.
  1. Confidentiality.

For purposes of this Agreement, “Confidential Information” means and will include any proprietary information, materials or knowledge regarding the Production Center and its business, financial condition, products, programming techniques, suppliers, technology or research and development that is disclosed to You or to which You have access in connection with performing the services pursuant to this Agreement, whether or not marked confidential or proprietary.  Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Expert; (b) was rightfully in Your possession at the time of disclosure, without restriction as to use or disclosure; or (c) You rightfully receive from a third party without restriction as to use or disclosure.  You agree to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing your obligations in connection with this Agreement, and not to disclose it to others.  You further agree to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. The furnishing of any Confidential Information by the Production Center shall not constitute the granting of any right or license to use such Confidential Information except as expressly provided for in this Agreement, and all Confidential Information shall remain the property of the Production Center.

  1.  Non-Competition and Non-Solicitation.
  1. Expert warrants and guarantees that throughout the duration of the Agreement and for a period not to exceed thirty six (36) months following the completion or termination of this Agreement, that Expert shall not directly or indirectly engage in any business that would be considered similar in nature to with Production Center, its subsidiaries and any current or former clients and/or customers.  Nor shall Expert solicit any client, customer, officer, staff or employee for the benefit of itself or a third party that is or may be engaged in a similar business.
  1. During the term of this Agreement and for a period of one (1) year thereafter, You shall not directly or indirectly solicit the services of any Production Center personnel for Your own benefit or for the benefit of any other person or Legal Entity.
  1. Indemnity.

To the maximum extent permitted by law, You agree to defend, indemnify, and hold Production Center, its officers, directors, employees and agents, harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) the Product(s) and related content, including, but not limited to, any allegation by a third party that any Products infringe such party’s Intellectual Property Rights; or (ii) your violation of the Agreement.

  1. Limitation of Liability.

PRODUCTION CENTER’S TOTAL AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY RELATED TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) THE AMOUNTS PAID TO YOU IN THE MOST RECENT THREE (3) MONTHS FOR USE OF THE SERVICES; OR (B) ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT WILL PRODUCTION CENTER BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS, GOODWILL, SYSTEM FAILURE OR ABILITY TO EXECUTE), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT PRODUCTION CENTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  1. General.
  1. Governing Law, Venue.  This Agreement and matters connected with the performance hereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws of the State of California, without regard to its conflicts of law provisions.  Notwithstanding anything to the contrary herein, any dispute arising pursuant to or in any way related to this Agreement or the transactions contemplated hereby, including any question concerning the Agreement’s validity, scope, construction, or application, shall be resolved in the Superior Court of California, County of Los Angeles, Stanley Mosk Courthouse at 111 North Hill Street, Los Angeles, CA 90012. 
  1. Force Majeure. Neither party shall be deemed in default of the Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials, labor or supplies or any other cause beyond the control of such party.
  1. Non-Waiver The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
  1. Entire Agreement; Modifications.  This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and no modification, amendment, change, or supplement shall be effective unless in writing and signed by the party against which it is sought to be enforced. Except as specifically provided in this Agreement, this Agreement supersedes all prior understandings, negotiations, and agreements relating to the subject matter hereof.
  1. Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of each of Production Center and Expert and each of its respective successors and permitted assigns. You may not assign Your rights and obligations hereunder without the prior written consent of the Production Center.
  1. Export Restrictions. You agree to comply fully with all export laws and regulations to ensure that neither the Product(s) nor any data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
  1. Independent Contractor.  Nothing in this Agreement shall create any association, employment relationship, partnership, or joint venture between the Parties hereto, it is being understood and agreed that the Parties are independent contractors and neither Party shall have the power or authority to obligate the other in any way.  Notwithstanding the terms of this Agreement to the contrary, Expert hereby accepts and confirms Production Center’s rights over the Products and Production Center’ exclusive rights of use and exploitation thereof with third parties (including to any Improvements to the Products that Production Center may come to make).  
  1. Notices. All notices, requests, consents, and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given one business day after the day in which it was delivered personally, or hand delivered by an international courier service (DHL, FEDEX, UPS). Notices to the Production Center shall be sent to [email protected]. Notices to You shall be sent to the contact information you provide in your account on the platform.
  1. Severability.  If any term or provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or provisions of this Agreement, but such provision or provisions shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or provisions or the remaining provisions of this Agreement.  In such case, this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change as to cause performance.