The Inspired Leader Facilitator Program

Certification & License Agreement


This Certification and License Agreement is entered into this day of , by and between Overview Consulting, Inc. (hereinafter the “Company” or “Licensor) and (hereinafter the “Participant” or “Licensee”).

WHEREAS: the Participant desires to obtain education, including a certification in Company’s methods, in furtherance of Participant’s client work and business;

WHEREAS: the Participant also desires to obtain rights to use certain of Company’s intellectual property in furtherance of Participant’s client work and business;

WHEREAS: the Participant operates its business totally independently of Company, and under its own unique name;

WHEREAS: the Company is willing to offer a Certification program and a limited license pertaining to the use of certain of its intellectual property subject to the terms and restrictions contained herein;

WHEREAS: the Company is not responsible for nor involved with the day-to-day operations, management or control of the Participant’s business;

The Parties hereby agree as follows that the purpose of this Agreement is to set for the terms and conditions that will govern The Inspired Leader Facilitator Program (Certification) and the licensing and use of any content or materials provided for Participant’s use in its work with its clients (hereinafter “Program Materials”).

  1. Instructor Certification. The Company extends certification to Participant as a Certified Facilitator (of The Overview Method) upon successful completion of The Inspired Leader Facilitator Program (hereinafter “the Program”) and payment of the Certification Fee as described on Exhibit A and as selected by Participant. The Program will be delivered via live workshops, trainings (via zoom), email and online educational materials or as otherwise provided by Company and as described on Exhibit A. Certification will be provided upon the successful completion of the Program subject to approval by Company in Company’s sole discretion.
  2. Relationship. As a condition of this Agreement, Participant Licensee may not use Company’s name or other intellectual property in any part of Licensee’s business name. Licensee shall operate its business wholly separate from that of Company, under its own, unique name.
  3. Assumption of Risk. Participant expressly represents that he or she assumes all risk related to its voluntary participation in the Program, including travel or participating in Company events, if any. Participant understands and acknowledges that risks may be known or unknown and that his or her participation in the Program, certification training, and related activities, and in providing the Services anticipated by this Agreement through Participant’s work or business, may result in injury, damages, or liability, which may arise from foreseeable and unforeseeable causes. Participant Licensee hereby assumes all risks and liability related to the foregoing and all responsibility for any losses and/or damages, including personal injury, or claims of personal injury, that he or she may incur or defend in participating in the Company’s Facilitator Program and any subsequent instruction activities pursuant to this Agreement. If a Participant sustains any loss, injury, or liability, he or she agrees to assume any financial obligation related to such loss, injury, or liability, either through his or her personal or business insurance or other means, including for any legal or other costs incurred, and fully indemnify the Company therefore.
  4. Liability Waiver & Indemnification. Participant hereby voluntarily agrees to release, waive, discharge, indemnify and hold harmless Company and its affiliates, subsidiaries, successors or assigns, and owners, representatives, agents, directors, employees or volunteers (hereinafter “the Indemnified Parties”) from any claims, demands, causes of action, or losses, present or future, whether known or unknown, that may arise as a result of any injury, loss, or damage, including and without limitation, personal, bodily or mental injury, economic loss or damage to him/her resulting from voluntary participation in the the Program and any subsequent instruction or activities covered by this Agreement.
  5. License & Term. Participant shall receive certification as a Certified Facilitator of The Overview Method immediately after successful completion of the Program as described in Section 1, above; however, Facilitator will only be able to utilize The Overview Method in accordance with the terms of this Agreement, and the License granted herein, so long as the Participant (Licensee) is complying with all terms of this Agreement and is current on any Certification requirements that may apply, including renewals or continued training, and all licensing fees, including annual licensing fees, if applicable.

Original Program Participants shall be grandfathered in to access to future Program updates as part of their Certification fee. Their Certification fee will also cover licensing fees for any use of Program Materials, as authorized by this Agreement.

As provided for above, and throughout this Agreement, Licensee is being granted a non-exclusive, non-transferrable, non-sublicensable License to utilize The Overview Method as a Certified Facilitator in Licensee’s client work through Licensee’s business.

  1. Other Professional Requirements. If Licensee is providing instruction on The Overview Method in conjunction with or under a professional license (e.g. as a therapist or medical provider, etc.), it is Licensee’s duty to maintain all requisite professional licenses so long as Licensee is providing The Overview Method as an offering under such a license or in conjunction with work currently being done under a professional license.
  2. Reputation. Licensee agrees to represent him/herself and his/her knowledge of The Overview Method and all information contained in the curriculum in a manner that does not reflect adversely on the name and reputation of the Company.
  3. Professional Use Only. Licensee agrees that this Agreement limits the use of The Overview Method and curriculum to Licensee’s use directly in supporting clients through Licensee’s business. Licensee shall not teach The Overview Method, or create or certify other instructors. All certification related to The Inspired Leader Facilitator Program and The Overview Method may only be offered and provided by Company.
  4. Materials & Intellectual Property Rights. Licensee will be furnished Program Materials from Company that are subject to U.S. and International laws protecting intellectual property, including copyrights. The Company, at all times, retains all rights, including intellectual property rights, in its Materials, works, creations, routines, systems, methods, curriculum, and all related information produced directly by Company or its representatives. The Materials may otherwise not be duplicated, copied, reproduced, published or displayed in any form without the prior express written permission of the Company without attribution. Licensee may not re-use, perform, modify, transmit, re-post or use in any way the Materials or any related content, the Company’s unique combination of content, the structure, system or unique presentation and delivery style, method or other proprietary system unique to the Company, and any derivative works thereof, outside of the license provided in this Agreement, including to train other instructors or attempt to certify others in the work. The use of any Materials provided by the Company to Licensee are to be used in strict accordance with this Agreement and with any additional direction which is provided along with the Materials at the time of distribution. Licensee may use these Materials with clients only as directed. The definition of Materials is to be broadly construed and specifically includes, but is not limited to, audio, video, electronic (digital) or hard copy files, including manuals, printed instructions, illustrations, diagrams, brochures, or other documentation provided to Licensees for purposes of instruction in the Program or regarding The Overview Method.
  5. Limitations. Materials marked “confidential” or “proprietary” by the Company may not be disclosed to clients or any third party and are for personal use only in the learning and implementation of Licensee’s instructive programs. Licensee shall not make any copies, electronic or otherwise of the Materials or curriculum that comprises The Overview Method unless done in compliance with any direction provided by Company at the time of distribution. Licensee agrees to distribute only the information or materials approved for such use and supplied by the Company. Licensee agrees that he or she will not teach, use, display or distribute the information provided as part of the system in any way that would violate the terms of this Agreement or the directions provided along with the Material at the time of distribution. If Licensee is not clear on the proper use of any material, Licensee will immediately contact the Company for clarification and assistance regarding proper use.
  6. Standards. The Company desires to ensure that all Licensees are able to understand and teach The Overview Method in accordance with Company standards, including as the Program evolves. To help educate Licensees on expectations regarding use of The Overview Method in accordance with these standards, Licensees may be required to complete additional training to renew their Certification. (Original Participants will be grandfathered in to any additional required training as part of their Certification fee.)
  7. Modifications. Modifications of the techniques or other information contained in the Materials provided to Licensee are considered derivative works and are the exclusive property of the Company unless otherwise released or assigned to Licensee in a separate written agreement. Modifications include translations, editorial revisions, interpretive matter, annotations, elaborations or other adaptations or forms of presentation that are based on the original Company work. Modifications may be made only with specific written permission from the Company.
  8. Additional Licensees. This Agreement does not permit Licensee to authorize, transfer or extend to others any rights to use the curriculum for The Overview Method as a Certified Instructor. All Licensees must be trained via the same certification program, and no one, including other instructors at Licensee’s business or place of employment is permitted the use of the materials or work provided by the Company without first becoming a Certified Facilitator of The Overview Method by the Company.
  9. Royalties. There is no obligation for the payment of royalties on income derived from use of The Overview Method as part of Licensee’s instructor work with clients. This Agreement does not grant permission to use, promote or sell The Overview Method, including the proprietary information or training materials for any purpose other than in Licensee’s client work in accordance with this Agreement. [Any products, courses or programs belonging to the Company may be sold by Licensee subject to a separate Affiliate Agreement which will provide the necessary terms covering the sale of those items, if an Affiliate Program is available].
  10. Non-Compete. The Licensee shall not be permitted to continue utilizing The Overview Method, or any portion of the curriculum presented by the Company if Licensee decides not to participate in additional training if at some point required by the Company.

The Company’s curriculum, including The Overview Method is proprietary and at all times remains the sole and exclusive property of the Company. The Licensee agrees that it will not develop any curriculum that is based upon or is similar to The Overview Method following any termination of the Licensing relationship or this Agreement. This provision is to be interpreted broadly and in favor of the Company to protect the Company’s intellectual property and proprietary information, methods, products and systems.

  1. Relationship. Licensee is not Company’s employee, agent or representative and has no authority to bind or commit Company to any agreements or other obligations.
  2. Additional Costs. Licensee is responsible for all costs associated with the use of The Overview Method in its business.
  3. Disclaimer of Warranties & Earnings. The Company does not make any warranties or representations as to the success of, the value, or role of The Overview Method in Licensee’s work. Company does not guarantee any earnings or value will be derived or achieved in the Licensee’s business based on the use of The Overview Method.
  4. Program Updates. So long as Licensee is providing services that utilize The Overview Method, Licensee agrees to notify the Company of any change in address, phone number and email so that the Company at all times is able to keep Licensee up-to-date and informed on any changes to The Overview Method.
  5. Reservation of Rights. Licensor hereby reserves an irrevocable, nonexclusive right in the Program, the Program Materials, and in all underlying Intellectual Property Rights, including know-how and related information, which Licensor may use for any purposes without restriction.
  6. Auditing and Right to Inspect. Company reserves the right to perform audits, to inspect the use of The Overview Method in Participant (Licensee’s) business in accordance with the terms of this Agreement, as may be reasonably necessary. The Audit may occur by any reasonable means including by requesting all records as are reasonably necessary to determine how and to what extent The Overview Method is being used, accessed, and kept protected by Licensee in accordance with this Agreement.
  7. Advertising Policy and Restrictions. Licensee agrees not to engage in any advertising practices which are false or deceptive or which make misleading claims as to the use of The Overview Method.
  8. Cooperation/ Further Assurances. The Company and Licensee agree to cooperate with each other and provide such assistance as may be reasonably requested in connection with the fulfillment of the Parties’ respective obligations under this Agreement.
  9. Amendment and Waivers. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or a succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
  10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Licensee shall have no right to assign this Agreement, by operation of law or otherwise, or subcontract or otherwise delegate the performance of the duties or the Services anticipated by this Agreement.
  11. Termination. This Agreement shall be terminated within 30 days of Licensee failing to fulfill and subsequently cure within that 30-day period any obligation under this Agreement.
  12. Injunctive Relief. The Parties agree that in the event of a breach or threatened breach of this Agreement by Licensee, the Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement, in addition to any other remedies available in law or equity.
  13. Notices. Any and all notices, demands, or other communications desired to be given hereunder by any party shall be in writing and may be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. Such communications shall be effective when they are received by the addressee; but if sent by certified or registered mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.





IF TO THE COMPANY: Overview Consulting, Inc.

                                   188 Keefer Place Unit #3703

                                   Vancouver, BC

                                   Canada V6B 0J1

                                   By email to: nima@drnima.com

                                   with “CERTIFICATION AGREEMENT” in the subject line

  1. Entire Understanding. This document and any exhibit attached hereto constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations, whether express or implied, written or oral, are hereby terminated and canceled in their entirety and are of no further force and effect.
  2. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Province of British Columbia, without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in the appropriate courts with jurisdiction in British Columbia.
  3. Dispute Resolution. In the event of any disputes governed by this Agreement, the Parties agree to first negotiate directly with each other and make best efforts to attempt to resolve the disagreement, second, to mutually choose an independent, third-party mediator and jointly share the costs of such mediation, and third, to use binding arbitration in lieu of pursuing litigation. If arbitration is not permitted by applicable law, the Parties agree to pursue their rights in a court with jurisdiction located in the Province of British Columbia.
  4. Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.
  5. Counterparts. This Agreement may be executed in counterparts, by signatures transmitted by facsimile or through electronic means, each of which shall be deemed an original and which together shall constitute one and the same agreement.
  6. Authority. By signing below, each party warrants and represents that the person signing this Agreement on its behalf has authority to bind that party and that the party's execution of this Agreement and the performance of such party’s obligations hereunder have been duly authorized, and that the Agreement is valid and binding on such party and enforceable in accordance with its terms.



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Signature: By: Dr. Nima Rahmany Title: CEO of OVERVIEW CONSULTING, INC


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Document name: The Inspired Leader Facilitator Program Certification & License Agreement
lock iconUnique Document ID: d543152b5d125fbe3049887371145a03522d02fa
Timestamp Audit
February 8, 2022 1:24 pm PDTThe Inspired Leader Facilitator Program Certification & License Agreement Uploaded by Alexander Ford - alexander@measurablegenius.com IP
December 14, 2023 10:07 am PDT Document owner alexander@measurablegenius.com has handed over this document to kim@drnima.com 2023-12-14 10:07:24 -