Heads of Terms

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This heads of terms is made on the date of last signature below between:

  1. lifetrainme (or any of its legal entities) (the First Party);
  2. _______________ _______________ of _______________, _______________ (the Second Party)(together, the Parties).

SUBJECT TO CONTRACT

Background

  1. The First Party and the Second Party are interested in entering into a services agreement (the Proposed Agreement).
  2. This heads of terms sets out the principal terms and conditions upon which the Parties agree to enter into the Proposed Agreement.

Status of heads of terms

  1. The terms in these heads of terms are not exhaustive and are expressly 'subject to contract' until a final written agreement has been entered into. The terms are not intended to be legally binding between the Parties except where specifically stated.

Timescale and notice to terminate

  1. The Parties agree to negotiate in good faith with a view to signing the final written Proposed Agreement on or before _______________.
  2. Either Party may at any time, by giving notice to the other in writing, terminate negotiations for the Proposed Agreement, without having to give any reasons for doing so.
  3. The Party giving notice will not incur any financial liability to any other Party unless it has breached a legally binding obligation of this heads of terms as set out below.
  4. Upon giving notice of termination, each Party must: 
    1. a.return all of the other party's equipment and materials;
    2. b.return or destroy (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs, software or other information or data provided to it by the other party.

Essential pre-conditions to an agreement

  1. Any Proposed Agreement between the Parties is conditional upon: 
    1. a.the Parties negotiating, drafting and agreeing on the satisfactory terms of the Proposed Agreement governed by English law;
    2. b.the approval of and consent to the Proposed Agreement being given by (i) the Parties (including any necessary internal, shareholder, board of directors, or partner consents, as appropriate) and (ii) any relevant third party agencies including (without limitation) any tax, regulatory, export, certification or competition authorities. Any such approvals and consents shall remain in full force and effect until the Agreement is signed.
  2. In addition, the following are pre-conditions to the Proposed Agreement: 
    1. a.the content of the series shall remain the property of the founder/educator. The videos shall always remain the sole property of lifetrainme or associated companies;
    2. b.lifetrainme shall have exclusive editing rights of all video material;
    3. c.lifetrainme retains the rights to use any video material for marketing purposes;
    4. d.the duration of any video hosting shall be determined solely by lifetrainme;
    5. e.the copyright of all video content remains the exclusive property of lifetrainme;
    6. f.all contributors will only receive commissions if they are active (paid up) members of the academy;
    7. g.all commissions are determined by lifetrainme and are subject to change;
    8. h.lifetrainme shall not be responsible for the accuracy of the educator/founder content.

Basis of Proposed Agreement

  1. Under the Proposed Agreement, the First Party's primary obligations are: 
    1. a.lifetrainme shall host, film and edit content
    2. b.lifetrainme shall collect subscriptions and pay commissions
    3. c.contributors are obligated to attend a film workshop and make themselves available for filming. Failure to attend without reasonable notice (5 days) will result in the entire filming costs being incurred by the contributor payable either by direct invoice or deducted from commissions
  2. Under the Proposed Agreement, the Second Party's primary obligations are: 
    1. a.to attend one filming workshop and filming dates
    2. b.to join the academy and remain an active member
    3. c.to promote the academy using appropriate marketing campaigns

Confidentiality

  1. This paragraph is legally binding.
  2. Each party undertakes that it shall not for a period of five years after the date of this heads of terms disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers, plans, intentions, or market opportunities, the operations, processes, product information, know-how, designs, trade secrets or software of the other Party ('Confidential Information'), except as permitted by paragraph below
  3. Each party may disclose the other Party's Confidential Information in the following circumstances: 
    1. a.to its employees, officers, representatives or advisers who need to know such Information for the purposes of this heads of terms and the evaluation and negotiation of the Proposed Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's Confidential Information comply with this paragraph; and
    2. b.as may be required by law, court order or any governmental or regulatory authority.
  4. No Party shall use the other Party's Confidential Information for any purpose other than the purpose contained within this heads of terms and the evaluation and negotiation of the Proposed Agreement.

Non-Solicitation of employees and customers

  1. This paragraph is legally binding.
  2. 15.Neither Party shall, for a period of 6 months from the date of this heads of terms, (except with the prior written consent of the other Party) directly or indirectly solicit or entice away (or attempt to solicit or entice away): 
    1. a.from the employment of that Party, any employee of the other Party who is employed or engaged in any services which are relevant to the Proposed Agreement; or
    2. b.any customer of the other Party who is in receipt of any goods or services which are relevant to the Proposed Agreement.
  3. A Party shall not be in breach of the above sub-paragraph because of running a national advertising campaign which is not specifically targeted at any of the staff or the customers of the other Party.

Exclusivity

  1. This paragraph is legally binding.
  2. Immediately on signing this heads of terms the parties shall terminate any negotiations relating to the purposes of the Proposed Agreement currently taking place with the agents, employees, advisers or other representatives of parties other than First and Second Parties to this letter (Third Party Negotiations).
  3. 19.Neither Party shall, for a period of 60 days from the date of this heads of terms directly or indirectly: 
    1. a.enter into, re-start, solicit, initiate or otherwise participate in any Third Party Negotiations;
    2. b.seek, encourage or respond to any approach that might lead to Third Party Negotiations;
    3. c.enter into any heads of terms, letter of intent, agreement, arrangement or understanding (whether or not legally binding) pursuant to any Third Party Negotiations.
  4. The Parties to this heads of terms shall ensure that their officers, employees, agents, advisers and other representatives comply with the above paragraph.

Costs

  1. This paragraph is legally binding.
  2. Each Party is responsible for its own costs in connection with the Proposed Agreement, whether or not it proceeds (including, without limitation, the preparation and negotiation of this heads of terms, the negotiation and drafting of the Proposed Agreement and any documents contemplated by it).

Other agreements

  1. This paragraph is legally binding.
  2. Where they exist, any agreements between the parties will continue to apply to these heads of terms and shall remain in full force and effect and are not affected by anything in these heads of terms.

Rights and remedies

  1. This paragraph is legally binding.
  2. Each Party agrees that damages alone would not be an adequate remedy for any breach of a legally binding obligation by the other Party. In such an event, the non-defaulting Party shall be entitled to the remedies of an injunction, specific performance or other equitable relief in addition to any other remedy including damages.
  3. This heads of terms are for the benefit of the parties to it and are not intended to benefit, or be enforceable by, anyone else.

Governing law and jurisdiction

  1. This paragraph is legally binding.
  2. The agreement constituted by this heads of terms shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction for all matters arising under it.

Commencement and signature

  1. The agreement in this heads of terms will remain in effect until superseded by the Proposed Agreement, notice to terminate negotiations or other events equivalent to termination of the agreement in this heads of terms (including the insolvency of one of the Parties or the performance of the obligations set out above (Basis of Proposed Agreement).

The Parties have signed this heads of terms on the date(s) below:

Signed:
_______________ _______________ for and on behalf of lifetrainme (or any of its legal entities)
Dated:

Signed:

_______________ _______________
Dated:

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