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[BiBi-ness Licensing Agreement]
THIS AGREEMENT is made as of this [date: leave it blank] by and between BiBiMBAPiiiA!!
Company, a California company, with an office at 1200 D Street #11 Petaluma, CA 94952
(LICENSOR), and [YOUR NAME], a [type of organization], with offices at [YOUR ADDRESS]
(LICENSEE) (collectively the "PARTIES).
WHEREAS, LICENSOR is the owner and developer of certain inventions relating to some sets of
teaching methods on human logics which is described more fully in Schedule A attached hereto
(the Process); WHEREAS, LICENSOR has taken appropriate steps to protect such Process as
a trade secret; WHEREAS, LICENSEE is a/an individual or commercial marketer and/or
provider of such teaching services and materials (the Licensed Field); WHEREAS, LICENSEE
desires to obtain a license to use the Process in order to teach Partical Law of iDENTiTi and
Psycho-llective [i]s for sale (the Licensed Products). WHEREAS, LICENSOR is willing to
grant LICENSEE such a license upon the terms and conditions set forth below, to which the
PARTIES intending to be legally bound hereby, do promise and agree (the Agreement).
A. LICENSOR hereby grants to LICENSEE, for the Term of this Agreement as hereinafter
defined, the sole and unexclusive right and license to use the trade secret Process in conjunction
with the development and/or marketing of the Licensed Products on a worldwide basis (the
Territory). Such license shall include the right to distribute the other intellectual property listed
in LISENSORS Intellectual Property Items.
B. The licenses granted under this Agreement are specifically set forth herein, and no licenses
are granted by LICENSOR to LICENSEE by implication or estoppel.
This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and
effect commencing on the date of execution by both parties (the Effective Date) and shall be
permanent as recited in Schedule A attached hereto (the Term).
A. LICENSOR shall, after the Effective Date of this Agreement, provide LICENSEE with
requested services ordered by LICENSEE with this Service Order Form (the Form) which is the
only way for LICENSEE to acquire skills and knowledge necessary to perform the Process.
B. LICENSEE agrees that it shall not reproduce or develop the Licensed Products it purchased
neither in nor out of the Process.
C. LICENSEE shall not market and perform the Licensed Field to its clients unless it specifies
the LICENSOR as the original developer of the Licensed Products as well as the Process.
A. LICENSEE agrees to pay LICENSOR an up-front fee to secure the Licensing rights to market
and/or provide the Licensed Field in the amount recited in Schedule A attached hereto (the
License Fee/Service Fee). The License Fee/Service Fee is a payment independent of any other
payments required hereunder and is not creditable against any such payments.
B. In consideration for the licenses granted hereunder, LICENSEE further agrees to pay to
LICENSOR during the Term of this Agreement a royalty in the amount recited in Schedule A
attached hereto (the Royalty) based on LICENSEE'S Net Sales (the LISENSEEs Sales) of
Licensed Field, which is also defined in Schedule A attached hereto.
C. The Royalty owed LICENSOR shall be put on the Spa-cial Joint Account between the
LICENSEE and the LICENSOR in the form of BiBi Coins so the LICENSOR can withdraw them
wherever necessary. The LICENSEE could use a conventional banking account once BiBi Coin is
officially accepted as a complementary currency in that region.
D. LICENSEE agrees to pay to LICENSOR a Guaranteed Minimum Royalty in accordance with
the terms of Schedule A attached hereto (the Guaranteed Minimum Royalty).
E. A Royalty obligation shall accrue upon the sale of the Licensed Field. For purposes of this
Agreement, a Licensed Field shall be considered sold upon the moment when such Licensed
Field is delivered to the LICENSEEs clients verbally, or electronically including the delivery
through EMFs.
F. LICENSEE'S obligations for the payment of a Royalty and the Minimum Royalty (the
LICENSEEs Obligation) shall survive expiration or termination of the BiBi-ness relationships with
the LICENSOR once the LICENSEE receives the service it requested from the LICENSOR after the
execution of the Agreement. The LICENSEEs Obligation will continue regardless of the
continuation of the LICENSEEs performance of the LICENSED Field.
G. All payments due hereunder shall be made in United States currency drawn on a United
States bank, or BiBi Coins unless otherwise specified between the parties.
H. In addition to any other payments due under this Agreement, LICENSEE agrees to
reimburse and hold LICENSOR harmless from any sales, use, excise, import or export, value
added or similar tax or duty, any other tax not based on LICENSOR'S net income, and any
governmental permit and license fees, customs fees and similar fees levied upon delivery of the
deliverables and/or services hereunder which LICENSOR may incur in respect of this Agreement.
I. All fees payable hereunder shall be based on the official exchange rate on the date on which
such payment is due and LICENSEE shall provide detailed conversion calculations with every
payment submitted hereunder. If, by any reason of any governmental or fiscal restrictions
effecting the convertibility, payment cannot be made in U.S. funds, then LICENSEE shall take
such reasonable actions with respect to the payment due as LICENSOR shall direct.
A. LICENSEE acknowledges that the Process is a valuable property of LICENSOR and qualifies
as a trade secret within the meaning of Uniform Trade Secrets Act. LICENSEE further
acknowledges that LICENSOR is the sole and exclusive owner of the Process.
B. LICENSEE agrees that it will not remove, alter or otherwise obscure any proprietary rights
notices appearing on any materials used in conjunction with the Process. Further, LICENSEE
agrees that it will cause to appear on the container or label for each unit of the Licensed Products
manufactured hereunder appropriate patent and copyright notices and proprietary data legends
as contained in the Process delivered by LICENSOR or as otherwise reasonably required by
C. LICENSOR may seek, obtain and, during the Term of this Agreement, maintain in its own
name and at its own expense, appropriate intellectual property protection for the Process.
D. The parties agree to execute any documents reasonably requested by the other party to
effect any of the above provisions.
A. LICENSOR shall have the sole and exclusive right, in its discretion, to institute and
prosecute lawsuits against third persons for infringement of the rights licensed in this
Agreement. All sums recovered in any such lawsuits, whether by judgment, settlement or
otherwise, in excess of the amount of reasonable attorneys' fees and other out of pocket
expenses of such suit, shall be retained solely by LICENSOR.
B. LICENSEE agrees to fully cooperate with LICENSOR in the prosecution of any such suit
against a third party and shall execute all papers, testify on all matters, and otherwise cooperate
in every way necessary and desirable for the prosecution of any such lawsuit. The LICENSOR
shall reimburse the LICENSEE for any expenses incurred as a result of such cooperation.
A. LICENSOR represents and warrants that it has the right and power to grant the licenses
granted herein.
B. LICENSOR further represents and warrants that the Process and the LICENSEE'S use thereof
does not, to the best of its knowledge and belief, infringe any valid right of any third party.
C. LICENSEE shall be solely responsible for the marketing and providing of the Licensed Field
and will bear all related costs associated therewith.
A. LICENSOR shall NOT, at its own expense, defend and indemnify LICENSEE for damages and
reasonable costs incurred in any suit, claim or proceeding brought against LICENSEE alleging that
the Process or LICENSEE'S practice thereof infringes (i) any patents in the U.S., Canada, Japan, or
the European Community, (ii) any copyrights worldwide, or (iii) any trademarks in any countries
in which LICENSOR markets and provide the Licensed Field in connection with the Trademarks, or
misappropriates any trade secrets.
B. LICENSOR shall have no liability, however, for any infringement arising from: (a) the
integration or combination of the Process with other process, component or product; or (b)
modifications to the Process by LICENSEE.
C. LICENSEE shall, at its own expense, defend and indemnify LICENSOR for damages and
reasonable costs incurred in any suit, claim or proceeding brought against LICENSOR or its
subsidiaries based on the performance of the Licensed Field independent of the use by LICENSEE
of the Process including, but not limited to product and/or service liability claims arising from a
LICENSORs client.
9. Confidential Information
A. For purposes of this agreement, the term Confidential Information shall mean the
1. Any information, know-how, data, process, technique, design, drawing, program,
formula or test data, work in process, engineering, manufacturing, marketing, financial, sales,
supplier, customer, employee, investor, or business information, whether in oral, written,
graphic, or electronic form, or
2. Any document, diagram, drawing, computer program or other communication which is
either conspicuously marked confidential, known or reasonably known by the other party to be
confidential, or is of a proprietary nature and is learned or disclosed in the course of discussions,
studies, or other work undertaken between the parties.
B. Both Parties and their respective employees and agents agree that during the Term of their
discussions and/or business relationships, any recipient of Confidential Information will not at any
time disclose to any person and/or entity.
C. Neither Party shall be liable for disclosure of Confidential Information if made in response to
a valid order of a court or authorized agency of government, provided that ten days notice first
be given to the other party so a protective order, if appropriate, may be sought by such party.
A. Any notice required to be given pursuant to this Agreement shall be in writing and
delivered personally to the other designated party at the above stated address or mailed by
certified or registered mail, return receipt requested or delivered by a recognized national
overnight courier service.
B. The Licensor may change the address to which notice or payment is to be sent by explicitly
show its new address on its website, www.BiBiMBAPi.Space, in accordance with the provisions of
this paragraph.
This Agreement shall be governed in accordance with the laws of the State of California,
United States of America.
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their heirs, administrators, successors and assigns.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent
default of the same or other provisions of this Agreement.
Nothing contained herein shall constitute this arrangement to be employment, a joint venture
or a partnership.
The license granted hereunder is personal to LICENSEE and shall not be assigned by any act
of LICENSEE or by operation of law unless in connection with a transfer of substantially all of the
assets of LICENSEE or with the consent of LICENSOR.
As promptly as possible after execution of this Agreement, LICENSEE agrees to submit copies
of this Agreement to any governmental agency in any country in the Territory where approval of
a license agreement is necessary and agrees to promptly prosecute any such application
diligently. This Agreement shall only become effective in such country or countries upon receipt
of appropriate approval from the applicable governmental agency.
This Agreement is in the English language. No translation of this Agreement into any language
other than English shall be considered in the interpretation thereof and in the event that any
translation of this Agreement is in conflict with the English language version, the English version
shall govern.
This Agreement constitutes the entire understanding of the parties, and revokes and
supersedes all prior agreements between the parties, including any option agreements that may
have been entered into between the parties, and is intended as a final expression of their
Agreement. It shall not be modified or amended except in writing signed by the parties hereto
and specifically referring to this Agreement. This Agreement shall take precedence over any
other documents, which may be in conflict with said Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each
caused to be affixed hereto its or his/her hand and seal the day indicated.

BiBiMBAPiiiA!! Company

[BiBiMBAPiiiA!! Company] [YOUR NAME]

1200 D Street #11 [YOUR ADDRESS]
Petaluma, CA 94952

By: Meiko Kievman By:______________________

Title: The Founder Title:______________________

Date:______________________ Date:______________________

1. Process
Fragmented descriptions of the Process which is NOT EXHAUSTIVE will be provided through
each workshops, consultation, or mail-in notes/DVDs depending on the type of service the
LICENSEE orders with the Form attached to the Agreement.
2. Term
This Agreement shall be effective permanently.
3. License Fee/Service Fee
The License Fee shall be equivalent to the service fee set forth by the LICENSOR which is due
before or upon execution of this Agreement. The amount of the fee will be estimated in the unit
of United States Dollars (US$) and will be given to the LICENSEE either by Email or phone prior to
the execution of the Agreement, which varies depending on the service ordered by the LICENSEE.
The receipt will be given to the LICENSEE for such payment. The License Fee will be due before
the LICENSEE performs the Licensed Field.
4. Royalty Rate
LICENSEE shall pay the following royalty rate in BiBi Coins: 10 PERCENT (10%) of the
LICENSEEs Sales which is defined in Schedule A attached hereto.
5. LICENSEEs Sales
The LICENSEEs income items that are considered as the LICENSEEs Sales are listed as
i. Smiles with Narcissism of the LICENSEEs clients
ii. Goofy smiles with single-mindedness and/or unexpected vulnerability of the
LICENSEEs clients
iii. Funny laughs with reliefs and/or unexpected security of the LICENSEEs cients
iv. Positive tensions and/or respects of the LICENSEEs clients which the LICENSEE
received well
v. Synchronized feelings of the LICENSEE by sharing its thoughts that are the
same/similar to those of the LICENSEEs clients
6. Guaranteed Minimum Royalty
The Guaranteed Minimum Royalty is the alternative/complementary payment plan for the
services received by the LICENSEE in a case where no sales incur during the LICENSEEs
marketing performance. The royalty rate for the Guaranteed Minimum Royalty will be 30
PERCENT (30%) of the LICENSEEs social equity/security (the LICNESEEs Equity/Security)
acquired as a result of receiving the services from the LICENSOR.
7. LICENSEEs Equity/Security
The LICENSEEs Equity/Security items are listed as follows;
i. Smiles with Narcissism of the LICENSEE as a result of receiving the services from the
ii. Goofy smiles with single-mindedness and/or unexpected vulnerability of the
LICENSEE as a result of receiving the services from the LICENSOR
iii. Funny laughs with reliefs and/or unexpected security of the LICENSEE as a result of
receiving the services from the LICENSOR
iv. Positive tensions and/or respectfulness of the LICENSEE as a result of receiving the
services from the LICENSOR
v. Synchronized feelings of the LICENSEE by sharing its thoughts that are the
same/similar to those of the LICENSOR during the course of receiving the services
provided by the LICENSOR