This Agreement governs any grant by Bernardine Ltd of a licence to use its programme materials, methods, or brand to deliver the Programme under licence.
1. Parties and Purpose
This Agreement is between Bernardine Ltd ("the Licensor") and the organisation or individual granted rights to deliver the Programme ("the Licensee"). It permits the Licensee to use defined materials and methods strictly within the scope set out below.
2. Grant of Licence
The Licensor grants the Licensee a non-exclusive, non-transferable, revocable licence to use the Licensed Materials — curricula, frameworks (including "The Malhotra Method"), SOPs, and approved brand assets — solely to deliver the Programme within the agreed territory and term.
3. Restrictions
- No sub-licensing, resale, or assignment without prior written consent.
- No modification of the materials or method without approval.
- No use of the brand outside the Brand Usage Guidelines.
- No claim of ownership over the Licensed Materials.
4. Quality and Standards
The Licensee must deliver the Programme to the Licensor's standards, ensure all delivery staff meet vetting requirements (including DBS checks where working with under-18s — see Safeguarding Policy), and comply with all applicable policies.
5. Fees and Royalties
Licence fees, royalties, and payment terms are set out in the accompanying schedule. The Licensor may audit the Licensee's relevant records on reasonable notice.
6. Intellectual Property
All intellectual property in the Licensed Materials remains the exclusive property of the Licensor. Any improvements or derivatives created during the term are assigned to the Licensor.
7. Confidentiality
The Licensee must keep all non-public materials confidential under the NDA / Confidentiality Agreement.
8. Term and Termination
This licence runs for the agreed term and may be terminated immediately for material breach, insolvency, or any act that damages the Licensor's reputation. On termination, the Licensee must cease all use and return or destroy the Licensed Materials.
9. Liability and Indemnity
The Licensee indemnifies the Licensor against any claim arising from the Licensee's delivery of the Programme. Liability is otherwise limited as set out in the schedule.
10. Governing Law
This Agreement is governed by the laws of England and Wales.