PARTIES:
- METAMORPHIC ENTERPRISES, LLC (hereinafter “the Holding Company”)
- MINUTIAE ORIGINAL (MOG), LLC (hereinafter “the Master Operator”)
RECITALS
WHEREAS, the Holding Company is the creator and owner of certain intellectual property, including but not limited to The TASK Framework and The Leader Factory (collectively, the “Core IP”);
WHEREAS, the Master Operator possesses the expertise to manage, develop, and oversee the commercial application of the Core IP;
WHEREAS, the Parties wish to establish a clear structure for the ownership, management, and licensed use of the Core IP and all derivative works;
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I: OWNERSHIP OF INTELLECTUAL PROPERTY
1.1 Definition of Core IP. The “Core IP” shall mean and include:
- (a) The TASK Framework: The diagnostic framework for collaborative friction, including its principles, methodologies, and all associated terminology.
- (b) The Leader Factory: The systematic leadership development model, including the “Seven Cornerstones,” the “Five Habits of Leadership,” and the associated philosophy and processes.
- (c) All existing and future materials, including the book The Leader Factory, workbooks, training modules, presentations, and any other content embodying the foregoing.
1.2 Ownership by Holding Company. The Holding Company is, and shall remain, the sole and exclusive owner of all worldwide rights, title, and interest in and to the Core IP, including all copyrights, trademarks, trade secrets, and any other intellectual property rights therein.
1.3 Derivative Works. Any and all materials, modifications, adaptations, translations, additions, or developments that are based upon, derived from, or incorporate any part of the Core IP, regardless of who creates them (including partners, contractors, or the Master Operator), shall be considered “Derivative Works” and shall be the sole and exclusive property of the Holding Company.
1.4 Assignment of Rights. To the extent any Derivative Work is created by the Master Operator or a third party, such creator hereby assigns, and shall cause to be assigned, all rights, title, and interest in such Derivative Work to the Holding Company.
ARTICLE II: ROLE OF THE MASTER OPERATOR
2.1 Exclusive Management Rights. The Holding Company hereby appoints the Master Operator as the exclusive worldwide manager, with the sole authority to:
- (a) Grant sub-licenses to third-party partners for the use of the Core IP.
- (b) Develop and commercialize new products and services based on the Core IP.
- (c) Enforce quality control standards for all uses of the Core IP.
2.2 Approval of Derivative Works. The Master Operator shall have the sole and absolute right to approve, reject, or require modifications to any Derivative Works created by partners or any other third parties before such works can be distributed, published, or used commercially. This ensures the integrity, quality, and strategic alignment of all materials associated with the Core IP.
2.3 Quality Control. The Master Operator will establish and maintain a quality control system, which may include brand guidelines, trainer certification programs, and content review processes, to protect the value and reputation of the Core IP.
ARTICLE III: PARTNER LICENSES AND OBLIGATIONS
3.1 License to Create. Partners granted a license by the Master Operator shall have the right to develop Derivative Works for the purpose of distributing and implementing the Core IP, subject to the terms of their specific partnership agreement.
3.2 Obligation to Submit for Approval. As a condition of their license, partners must submit all proposed Derivative Works to the Master Operator for written approval prior to any use or distribution.
3.3 Acknowledgement of Ownership. All partnership agreements must include a clause whereby the partner acknowledges that the Holding Company is the sole owner of the Core IP and all Derivative Works, and that the partner receives only a limited, non-transferable license.
ARTICLE IV: GENERAL PROVISIONS
4.1 Term. This structure shall remain in effect until terminated by a written agreement signed by both Parties.
4.2 Governing Law. This document shall be governed by the laws of [State/Country of Holding Company’s formation].
4.3 Entire Understanding. This document sets forth the entire understanding between the Parties regarding the ownership and management structure of the Core IP.