ARTICLE 1 - RELATIONSHIP OF THE PARTIES

• 1.1. Meet Director is, and shall be, an independent contractor.


• 1.2. There shall be no employment relationship between the Parties.


• 1.3. There shall be no agency relationship between the Parties.


• 1.4. The Parties do not intend this Agreement to create a partnership, joint venture, or franchise.


• 1.5. Meet Director shall not be entitled to make any claim against USPA for wages, unemployment benefits, disability benefits, workers’ compensation benefits, vacation pay, or retirement benefits.


• 1.6. Meet Director shall not have exclusive rights to any particular state, regions, city, or territory. USPA may appoint additional meet directors, at USPA’s sole discretion, in any location.

ARTICLE 2 - TERM AND TERMINATION

• 2.1. The date upon which both Parties have signed this Agreement shall be referred to as the “Effective Date”.


• 2.2. The term of this Agreement shall commence on the Effective Date, and shall remain in effect for a period of one year.


• 2.3. This Agreement shall automatically renew each year for a successive one year term unless terminated by either Party.


• 2.4. Either Party may terminate this Agreement by sending one day's written notice of termination to the other Party pursuant to Article 14 hereof. In the event of termination, Meet Director shall immediately discontinue use of Iron Comp, USPA’s proprietary powerlifting competition management software.

ARTICLE 3 - USPA'S DUTIES

• 3.1. After the Parties have executed (i) this Agreement, (ii) USPA’s Confidentiality and Non-Disclosure Agreement, and (iii) USPA’s Iron Comp Software Licensing Agreement, USPA shall activate an online account for Meet Director. That account will provide Meet Director with access to a variety of resources to assist Meet Director.


• 3.2. USPA shall act as the sanctioning body of powerlifting competitions for which:


• (a) Meet Director has applied for, and received, a USPA sanction; and


• (b) Meet Director has paid the sanction fee to USPA.


• 3.3. As the sanctioning body, USPA shall include sanctioned powerlifting competitions in its website event calendar.


• 3.4. Insurance.


• (a) As the sanctioning body, USPA shall obtain insurance coverage for sanctioned powerlifting competitions through a Commercial General Liability Insurance policy. The types of coverage and policy limits shall be at USPA’s discretion. Before each sanctioned powerlifting competition, USPA shall provide Meet Director with a Certificate of Insurance applicable to that competition.


• (b) Meet Director is free to obtain additional and/or different insurance coverage.


• 3.5. Meet Director may request to have an additional insured listed on the Certificate of Insurance to be provided by USPA.


• 3.6. Meet Director must immediately notify the USPA national office of any change in the location or date of an event to make sure that the event calendar is updated and that an updated Certificate of Insurance is issued. Meet Director shall promptly notify all registered competitors of any such changes.


• 3.7. If personal injury or property damage occurs at a USPA sanctioned event, Meet Director shall submit an Incident Report to USPA within seventy-two (72) hours. The Incident Report form is available on USPA’s Meet Director Resources page.

ARTICLE 4 - MEET DIRECTOR'S DUTIES

• 4.1. While not an agent or employee, a USPA Meet Director is a representative of USPA. As such, Meet Director shall conduct himself / herself in a manner which:


• (a) Meets the highest ethical standards.


• (b) Affirms and enhances USPA’s excellent reputation.


• (c) Provides meet participants with a positive experience.


• 4.2. In addition to entering into this Agreement, Meet Director shall also sign and abide by:


• (a) USPA’s Confidentiality and Non-Disclosure Agreement.


• (b) USPA’s Iron Comp Software Licensing Agreement.


• 4.3. When organizing and supervising a powerlifting competition under the auspices of USPA, Meet Director shall:


• (a) Follow all applicable federal, state, and local laws, regulations, and ordinances.


• (b) Follow all of USPA’s rules, regulations, policies, and procedures.


• (c) Verify at the time of registration that each participant has an active USPA membership.


• (d) Make all reasonable efforts to protect and safeguard meet participants’ safety and welfare.


• (e) Utilize as referees and staff officials only persons certified by USPA as referees and staff officials.


• (f) Make sure that all spotters/loaders:


• (1) Receive instruction on proper spotting and loading techniques.


• (2) Are physically capable of ensuring the safety of lifters.


• (3) Sign the USPA Spotter/Loader Liability Waiver.


• (g) Clearly distinguish in any social media advertising that each event is a USPA sanctioned competition by placing the registered “R” USPA logo on all event flyers.


• (h) Place behind all competition platforms a banner or other promotional advertisement prominently displaying the registered “R” USPA logo and the competition’s name to clearly designate that the competition is sanctioned by USPA.


• 4.4. Meet Director shall be responsible for organizing, promoting, and running each sanctioned powerlifting competition, and for all costs involved.


• 4.5. Meet Director shall be entitled to all of the registration fees paid by participants in each sanctioned powerlifting competition.


• 4.6. In the event that Meet Director accepts registration fees from USPA members for a scheduled USPA-sanctioned powerlifting competition, and then cancels that event, Meet Director must make a full refund of all such registration fees unless Meet Director reschedules the event to a date within fifteen (15) days of the original date, at a location within fifteen (15) miles of the original location. Under extenuating circumstances, any dates or locations outside of these parameters must have written approval by the USPA national office.


• 4.7. Upon termination of this Agreement, either by USPA or Meet Director, Meet Director shall, within fourteen (14) days of such termination, refund in full any and all entry fees received for any and all USPA sanctioned meets which have not yet taken place. Upon receipt of written confirmation and an accounting evidencing the refund of all such entry fees, USPA shall refund to Meet Director all event sanction fees paid by Meet Director to USPA for events which have not yet taken place.

ARTICLE 5 - USPA'S WARRANTIES AND REPRESENTATIONS

• 5.1. USPA warrants and represents that:


• (a) USPA is a corporation duly organized, validly existing, and in good standing under the laws of the State of California.


• (b) USPA has the right and authority to enter into this Agreement on the terms and conditions set forth herein.

ARTICLE 6 - MEET DIRECTOR’S WARRANTIES AND REPRESENTATIONS

• 6.1. Meet Director warrants and represents that:


• (a) Meet Director is qualified to act as a USPA Meet Director.


• (b) Meet Director has the right and authority to enter into this Agreement on the terms and conditions set forth herein.

ARTICLE 7 - LICENSE TO MEET DIRECTOR

• 7.1. USPA hereby grants to Meet Director, and Meet Director hereby accepts, a non-exclusive license to use USPA’s name and logo in organizing, promoting, and running each USPA-sanctioned powerlifting competition (“License No. 1”).


• 7.2. There shall be no fee for License No. 1.

ARTICLE 8 - ADVERTISING AND PROMOTION

• 8.1. Meet Director shall not permit any powerlifting organization other than USPA to conduct advertising or promotion, or to sell goods, at, or in connection with, any USPA-sanctioned competition.

ARTICLE 9 - CONFIDENTIALITY / NON-DISCLOSURE

• 9.1. The Parties acknowledge and agree that this Agreement creates a relationship of confidence and trust between them.


• 9.2. Definition of “Confidential Information”. “Confidential Information” means USPA’s trade secrets, proprietary information or material, and non-public information or material, in oral, written, electronic, or other form, which is either (a) disclosed or provided by USPA to Meet Director or to Meet Director’s affiliates, attorneys, accountants, or advisors (collectively “Meet Director’s Representatives”); or (b) accessed or obtained by Meet Director or Meet Director’s Representatives, and which is clearly designated as “Confidential” or would otherwise reasonably be understood to be confidential based on the nature or type of the information.
  Notwithstanding the foregoing, Confidential Information shall not include information or material that Meet Director proves was (a) lawfully in Meet Director’s possession prior to being disclosed, provided, accessed, or obtained; or (b) provided in good faith to Meet Director by a third party without breach of any right of USPA or any third party; or (c) was publicly available through no action or fault of Meet Director; or (d) was independently developed by Meet Director without reference to USPA’s Confidential Information.


• 9.3. Protection of Confidential Information. At all times, both during the Term of this Agreement and thereafter, Meet Director shall (a) protect and safeguard the confidentiality of USPA’s Confidential Information with at least the same degree of care that Meet Director would exercise to protect and safeguard the confidentiality of Meet Director’s Confidential Information, and in no event with less than a commercially reasonable degree of care; and (b) not use USPA’s Confidential Information or permit it to be used for any purpose other than fulfilling Meet Director’s obligations under this Agreement.


• 9.4. No Sale. No disclosure or provision of Confidential Information hereunder shall be construed as a sale, assignment, grant, option, conveyance, or other transfer of any right, title, or interest in such Confidential Information unless expressly stated in writing by USPA.


• 9.5. Required Disclosure. Any disclosure by Meet Director or Meet Director’s Representatives of any of USPA’s Confidential Information under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section. Before making any such disclosure, Meet Director shall provide USPA with:


• (a) Prompt written notice of such requirement so that USPA may seek, at its sole cost and expense, a protective order or other remedy; and


• (b) Reasonable assistance, at USPA’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitation on disclosure.


• If, after providing such notice and assistance as required herein, Meet Director remains subject to a Legal Order to disclose any Confidential Information, Meet Director (or Meet Director’s Representatives or other persons to whom such Legal Order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of Meet Director’s legal counsel, such Legal Order specifically requires Meet Director to disclose and, on USPA’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.


• 9.6. Return/Destruction of Confidential Information. At any time during or after the term of this Agreement, at USPA’s written request, Meet Director or Meet Director’s Representatives shall promptly return to USPA all copies, whether in written, electronic, or other form or media, of USPA’s Confidential Information, or destroy all such copies and certify in writing to USPA that such Confidential Information has been destroyed. In addition, Meet Director shall also destroy all copies of any notes created by Meet Director or Meet Director’s Representatives and certify in writing to USPA that such copies have been destroyed.



ARTICLE 10 - OWNERSHIP OF INTELLECTUAL PROPERTY

• 10.1. Pre-existing Intellectual Property.


• (a) USPA. All right, title, and interest in and to Intellectual Property (1) owned by USPA (including all trade secrets) prior to this Agreement; and/or (2) independently developed by USPA outside the scope of this Agreement (collectively, “USPA’s IP”) is and shall, at all times, be owned solely by USPA.


• (b) Meet Director. All right, title, and interest in and to Intellectual Property (1) owned by Meet Director (including all trade secrets) prior to this Agreement; and/or (2) independently developed by Meet Director outside the scope of this Agreement (collectively, “Meet Director’s IP”) is and shall, at all times, be owned solely by Meet Director.


• 10.2. Know-How and Processes.


• (a) USPA. All right, title, and interest in and to all know-how and processes owned by USPA (“USPA’s Know-How”) shall remain owned solely by USPA.


• (b) Licensee. All right, title, and interest in and to all know-how and processes owned by Meet Director (“Meet Director’s Know-How”) shall remain owned solely by Meet Director.


• 10.3. Research Results and Data. All right, title, and interest in and to the research results and data resulting from Meet Director’s activities as a USPA Meet Director and shall be owned solely by USPA (“Usage Data”).



ARTICLE 11 - INDEMNITY

• 11.1. Meet Director shall indemnify, defend, and hold harmless USPA, its owners, officers, directors, employees, and affiliates from and against any loss, demand, claim, suit, action, cause of action, or damage, including, but not limited to, compensatory damages, special damages, consequential damages, punitive damages, exemplary damages, penalties, costs, lost profits, property damage, personal injury, and attorney's fees, arising from (i) any negligence or willful misconduct by Meet Director; or (ii) Meet Director's breach of this Agreement.


• 11.2. If, in any action brought against Meet Director, it is alleged that USPA’s IP, as used by Meet Director within the scope of the license granted hereunder, in accordance with the terms and conditions herein, infringes upon a third party’s intellectual property rights or proprietary rights, USPA shall defend Meet Director from and against such an action. If said allegation is proven to be valid, USPA shall indemnify Meet Director. If, however, it is proven that the infringement resulted from Meet Director’s use of USPA’s IP beyond the scope of the license granted hereunder or from Meet Director’s breach of the terms or conditions of this Agreement, then USPA shall not indemnify Meet Director, and Meet Director shall reimburse USPA for the cost of USPA’s defense of Meet Director in the action.



ARTICLE 12 - LIMITATION OF LIABILITY

• 12.1. Except for indemnity obligations pursuant to Article 11 hereof, in no event shall USPA be liable to Meet Director or to any third party for indirect damages, special damages, incidental damages, consequential damages, punitive damages, exemplary damages, damages for business interruption, damages for loss of use, damages for loss of data, damages for loss of business information, or damages for loss of profits arising from, or related to, this Agreement, regardless of the cause of action, under any legal or equitable theory.



ARTICLE 13 - INJUNCTIVE RELIEF

• 13.1. The Parties acknowledge and agree that:


• (a) Each Party's rights under this Agreement are unique.


• (b) In the event of a breach or threatened breach of this Agreement, any remedy at law would be inadequate.


• (c) In the event of a breach or threatened breach of this Agreement, it would be difficult to determine the amount of damages resulting therefrom.


• (d) Such a breach would cause irreparable injury which cannot adequately be compensated by money damages.


• 13.2. Therefore, the Parties agree that that each Party shall be entitled to obtain injunctive relief in the Superior Court of the State of California, County of Orange, to prevent or restrain any breach of this Agreement. Such right to injunctive relief shall not prohibit either Party from seeking any and all other possible damages and remedies in law or equity.



ARTICLE 14 - NOTICES

• 14.1. Any notice to be given under, or in connection with, this Agreement shall be in writing and shall be addressed as follows:


• If to USPA:
• United States Powerlifting Association
  30 Waterworks Way
  Irvine, CA 92618
  
  Email: [email protected] or [email protected]


• 14.2. Notices shall be deemed to have been delivered to a Party at the aforesaid address:


• (a) When hand-delivered by a reputable courier service; or


• (b) When sent by email to the aforesaid email address; or


• (c) When delivered by the United States Postal Service by registered or certified mail, return receipt requested.



ARTICLE 15 - MISCELLANEOUS PROVISIONS

• 15.1. Parties Bound. The Parties agree that the promises and covenants of this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.


• 15.2. Assignment. Neither Party shall have the right to transfer or assign its interest in this Agreement without the prior written consent of the other Party. Any attempted transfer or assignment made without the prior written consent of the other Party shall be deemed a material breach of this Agreement, and shall be null and void.


• 15.3. Additional Documents. The Parties shall execute any and all other documents necessary to effectuate the intent, provisions, terms, and conditions of this Agreement.


• 15.4. Modification. This Agreement may be altered, modified, or amended only by a new written contract signed by both Parties.


• 15.5. Conduct. Neither Party shall conduct itself in a manner which the Party knows, or should know, is likely to cause damage to the other Party’s business interests or reputation.


• 15.6. Governing Law; Forum; Consent to Personal Jurisdiction. This Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of California. The exclusive forum for any dispute arising from, or related to, this Agreement shall be the Superior Court of the State of California, County of Orange. The Parties each consent to the personal jurisdiction of said court.


• 15.7. Severability. If any provision of this Agreement should be held invalid or void such that said provision is unenforceable, all other provisions in this Agreement shall remain in full force and effect unless removal of any invalid provision destroys or frustrates the legitimate purposes of this Agreement, in which event this Agreement shall be canceled.


• 15.8. Entire Agreement. This Agreement constitutes the entire, final agreement by and between the Parties, and manifests the entire understanding of the Parties, with respect to the subject matter hereof. This Agreement supersedes any prior understanding, promise, representation, warranty, covenant, or guarantee with respect to the subject matter hereof. The Parties each acknowledge that no promise, statement, representation, covenant, warranty, guarantee, inducement, or understanding which is not expressed herein has been made, or relied upon, in the formation or execution of this Agreement.


• 15.9. Legally Binding Contract. The Parties acknowledge and agree that the provisions, terms, and conditions of this Agreement are contractual, and are not mere recitals. The Parties acknowledge and agree that this Agreement is a legally binding contract.


• 15.10. Construction. The Parties have each negotiated, participated, and cooperated in the preparation and drafting of this Agreement. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning. No part or provision of this Agreement shall be construed against either Party as the drafter of said part or provision. Headings and captions used in this Agreement are for the convenience of reference only, and shall not be considered in the construction or interpretation of this Agreement.


• 15.11. Waiver. The waiver by either Party of the breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any other breach.


• 15.12. Execution; Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one and the same contract, provided that each signing Party shall receive from the other Party a photocopy or scanned copy of this entire Agreement including the signature page signed by the other Party.


• 15.13. Capacity; Authority. The persons signing below warrant and represent that they each have the full capacity to understand this Agreement, and that each is authorized to represent and bind the Party on whose behalf they sign this Agreement.


• 15.14. Legal Counsel. Each Party represents and acknowledges that it has had the opportunity to consult with that Party’s legal counsel with regard to this Agreement. Each Party shall bear its own attorney’s fees relating to the negotiation, formation, and execution of this Agreement.


• 15.15. Prevailing Party. In the event that either Party resorts to legal action or legal proceedings to enforce this Agreement, the prevailing Party in such action or proceedings shall be entitled to an award of reasonable attorney’s fees and costs in addition to such other relief as may be granted.


• 15.16. Electronic Signatures. The Parties agree to conduct this transaction by electronic means. An electronic signature below shall have the same force, effect, and validity as a handwritten signature.

WHEREAS USPA is one of the leading powerlifting federations in the United States; and

WHEREAS USPA has appointed Recipient to the position of Meet Director, in which capacity Recipient will conduct USPA-approved powerlifting competitions; and

WHEREAS, to assist Recipient, USPA desires to disclose to Recipient certain trade secrets, proprietary information, and other non-public information belonging to USPA; and

WHEREAS Recipient desires to receive USPA’s disclosure of such trade secrets, proprietary information, and other non-public information to assist Recipient in conducting USPA-approved powerlifting competitions;

NOW, THEREFORE, in consideration of the above recitals, the mutual promises, covenants, and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Article 1 - RELATIONSHIP OF THE PARTIES

• 1.1. Recipient is, and shall be, an independent contractor.


• 1.2. There shall be no employment relationship between the Parties.


• 1.3. There shall be no agency relationship between the Parties.


• 1.4. The Parties do not intend this Agreement to create a partnership, joint venture, or franchise.


• 1.5. Recipient shall not be entitled to make any claim against USPA for wages, unemployment benefits, disability benefits, workers’ compensation benefits, vacation pay, or retirement benefits.

Article 2 - TERM AND TERMINATION

• 2.1. The date upon which both Parties have signed this Agreement shall be referred to as the “Effective Date”.


• 2.2. The term of this Agreement shall commence on the Effective Date, and shall remain in effect for a period of one year.


• 2.3. This Agreement shall automatically renew each year for a successive one year term unless terminated by either Party.


• 2.4. Either Party may terminate this Agreement by sending one day’s written notice of termination to the other Party pursuant to Article 11 hereof.


• 2.5. Recipient’s obligations of confidentiality and non-disclosure shall survive the termination of Recipient’s position as a USPA Meet Director, and shall survive the termination of this Agreement. Recipient’s obligations of confidentiality and non-disclosure shall remain in effect unless USPA gives Recipient written notice releasing Recipient from such obligations.

Article 3 - PURPOSE

• 3.1. USPA limits the disclosure of its trade secrets, proprietary information, and non-public information to Recipient, and limits Recipient’s use thereof, to the following sole purpose: to assist Recipient in conducting USPA-approved powerlifting competitions for the benefit of USPA and its members.


• 3.2. Recipient acknowledges and accepts the limitations set forth in Section 3.1. above. Recipient agrees to use USPA’s trade secrets, proprietary information, and non-public information solely for the purpose of assisting Recipient in conducting USPA-approved powerlifting competitions for the benefit of USPA and its members.

Article 4 - CONFIDENTIALITY/NON-DISCLOSURE

• 4.1. The Parties acknowledge and agree that this Agreement creates a relationship of confidence and trust between them.


• 4.2. Definition of “Confidential Information”. “Confidential Information” means USPA’s trade secrets, proprietary information or material, and non-public information or material, in oral, written, electronic, or other form, which is either (a) disclosed or provided by USPA to Recipient or to Recipient’s affiliates, attorneys, accountants, or advisors (collectively “Recipient’s Representatives”); or (b) accessed or obtained by Recipient or Recipient’s Representatives, and which is clearly designated as “Confidential” or would otherwise reasonably be understood to be confidential based on the nature or type of the information. USPA’s Confidential Information includes, but is not limited to:
  • USPA’s referee/judge list.
  
  
  • USPA’s Iron Comp software.
  
  
  • USPA’s proprietary Lifter Classification Charts.
  
  
  • USPA’s proprietary Rule Book.
  
  
  • USPA’s proprietary drug testing protocol.
  
  
  • USPA’s business methods.
  
  
  • USPA’s marketing plans.
  
  
  • USPA’s financial information.
  
  
  • USPA’s membership list.
  
  
Notwithstanding the foregoing, Confidential Information shall not include information or material that Recipient proves was (a) lawfully in Recipient’s possession prior to being disclosed, provided, accessed, or obtained; or (b) provided in good faith to Recipient by a third party without breach of any right of USPA or any third party; or (c) was publicly available through no action or fault of Recipient; or (d) was independently developed by Recipient without reference to USPA’s Confidential Information.
• 4.3. Protection of Confidential Information. At all times, both during the Term of this Agreement and thereafter, Recipient shall (a) protect and safeguard the confidentiality of USPA’s Confidential Information with at least the same degree of care that Recipient would exercise to protect and safeguard the confidentiality of Recipient’s Confidential Information, and in no event with less than a commercially reasonable degree of care; and (b) not use USPA’s Confidential Information, or permit it to be used, for any purpose other than fulfilling Recipient’s obligations under this Agreement.


• 4.4. No Transfer. No disclosure or provision of Confidential Information hereunder shall be construed as a sale, assignment, grant, option, conveyance, or other transfer of any right, title, or interest in such Confidential Information unless expressly stated in writing by USPA.


• 4.5. Required Disclosure. Any Disclosure by Recipient or Recipient’s Representatives of any of USPA’s Confidential Information under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section. Before making any such disclosure, Recipient shall provide USPA with:
  • Prompt written notice of such requirement so that USPA may seek, at its sole cost and expense, a protective order or other remedy; and
  
  
  • Reasonable assistance, at USPA’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitation on disclosure.
  
  
  If, after providing such notice and assistance as required herein, Recipient remains subject to a Legal Order to disclose any Confidential Information, Recipient (or its Representatives or other persons to whom such Legal Order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of Recipient’s legal counsel, such Legal Order specifically requires Recipient to disclose and, on USPA’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.


• 4.6. Return/Destruction of Confidential Information. At any time during or after the Term of this Agreement, at USPA’s written request, Recipient or Recipient’s Representatives shall promptly return to USPA all copies, whether in written, electronic, or other form or media, of USPA’s Confidential Information, or destroy all such copies and certify in writing to USPA that such Confidential Information has been destroyed. In addition, Recipient shall also destroy all copies of any notes created by Recipient or Recipient’s Representatives and certify in writing to USPA that such copies have been destroyed.

Article 5 - OWNERSHIP OF INTELLECTUAL PROPERTY

• 5.1. Pre-existing Intellectual Property


• • All right, title, and interest in and to Intellectual Property (1) owned by USPA (including, but not limited to, copyrights, patents, and trade secrets) prior to this Agreement; and/or (2) independently developed by USPA outside the scope of this Agreement (collectively, “USPA’s IP”) are and shall, at all times, be owned solely by USPA.
  
  
  • Know-How and Processes. All right, title, and interest in and to all know-how and processes owned by USPA (“USPA’s Know-How”) shall remain owned solely by USPA.
  
  
  • USPA’s disclosure or provision of Confidential Information to Recipient or Recipient’s Representatives does not constitute the grant of any intellectual property right or license unless expressly stated in writing by USPA.
  
  
  • Nothing in this Agreement is intended to grant any intellectual property right or license unless expressly stated in writing by USPA.

Article 6 - RESTRICTIONS

• 6.1. Except as may otherwise be expressly permitted in this Agreement, Recipient shall not:


• • Copy, reproduce, modify, adapt or create derivative works of any part of USPA’s Confidential Information.
  
  
  • Rent, lease, distribute, sell, license, transfer, convey, or provide access to USPA’s Confidential Information, in whole or in part, to a third party.
  
  
  • Use USPA’s Confidential Information for the benefit of any third party.
  
  
  • Incorporate USPA’s Confidential Information, in whole or in part, into or with any other software, or into any product or service which Recipient provides to a third party.
  
  
  • Remove or obscure any proprietary notice or other notice contained in any of USPA’s Confidential Information.
  
  
  • Use USPA’s Confidential Information for competitive analysis, or to build a competitive product, or to compete with USPA.
  
  
  • Publicly disseminate USPA’s Confidential Information.
  
  
  • Use USPA’s Confidential Information to violate USPA’s rights.
  
  
  • Use USPA’s Confidential Information to damage USPA’s business interests.
  
  
  • Use USPA’s Confidential Information to damage USPA’s reputation.
  
  
  • Use USPA’s Confidential Information to interfere with any of USPA’s existing or prospective business relationships.
  
  
  • Contest, challenge, or dispute USPA’s ownership rights, title, or interest in USPA’s Confidential Information.
  
  
  • Represent to any third party that Recipient has any ownership rights, title, or interest in USPA’s Confidential Information.
  
  
  • Do anything which may impair or interfere with USPA’s right, title, or interest in USPA’s Confidential Information, or which may impair or damage the value of that Confidential Information to USPA.
  
  
  • Encourage or assist any third party to do any of the foregoing.

Article 7 - INDEMNITY

• 7.1. Recipient shall indemnify, defend, and hold harmless USPA, its owners, officers, directors, employees, and affiliates from and against any loss, demand, claim, suit, action, cause of action, or damage, including, but not limited to, compensatory damages, special damages, consequential damages, punitive damages, exemplary damages, penalties, costs, lost profits, property damage, personal injury, and attorney's fees, arising from (i) any negligence or willful misconduct by Recipient; or (ii) Recipient’s breach of this Agreement


• 7.2. If, in any action brought against Recipient, it is alleged that USPA’s Confidential Information, as used by Recipient in accordance with the terms and conditions of this Agreement, infringes upon a third party’s intellectual property rights or proprietary rights, USPA shall defend Recipient from and against such an action. If said allegation is proven to be valid, USPA shall indemnify Recipient. If, however, it is proven that the infringement resulted from Recipient’s breach of the terms or conditions of this Agreement, then USPA shall not indemnify Recipient, and Recipient shall reimburse USPA for the cost of USPA’s defense of Recipient in the action.

Article 8 - LIMITATIONS OF LIABILITY

• 8.1. Except for indemnity obligations pursuant to Article 7 hereof, USPA’s liability to Recipient or to any third party for direct damages arising from, or related to (1) this Agreement; or (2) Recipient’s use of USPA’s Confidential Information, regardless of the cause of action, under any legal or equitable theory, shall be strictly limited to the amount of the sanction fee paid by Recipient to USPA in connection with the particular USPA-approved competition.


• 8.2. In no event shall USPA be liable to Recipient or to any third party for indirect damages, special damages, incidental damages, consequential damages, punitive damages, exemplary damages, damages for business interruption, damages for loss of use, damages for loss of data, damages for loss of business information, or damages for loss of profits arising from, or related to (1) this Agreement; or (2) Recipient’s use of USPA’s Confidential Information, regardless of the cause of action, under any legal or equitable theory.

Article 9 - DISCLAIMER

• 9.1. USPA shall disclose or provide, and Licensee shall use, USPA’s Confidential Information as is. 9.2. USPA makes no warranty, express or implied, as to the accuracy, completeness, or quality of USPA’s Confidential Information. 9.3. USPA expressly and specifically disclaims any implied warranty of merchantability regarding USPA’s Confidential Information. 9.4. USPA expressly and specifically disclaims any implied warranty of fitness for a particular purpose regarding USPA’s Confidential Information.
  
• 9.2. USPA makes no warranty, express or implied, as to the accuracy, completeness, or quality of USPA’s Confidential Information.


• 9.3. USPA expressly and specifically disclaims any implied warranty of merchantability regarding USPA’s Confidential Information.


• 9.4. USPA expressly and specifically disclaims any implied warranty of fitness for a particular purpose regarding USPA’s Confidential Information.

Article 10 - INJUNCTIVE RELIEF

• 10.1. The Parties acknowledge and agree that:


• • Each Party's rights under this Agreement are unique.
  
  
  • In the event of a breach or threatened breach of this Agreement, any remedy at law would be inadequate.
  
  
  • In the event of a breach or threatened breach of this Agreement, it would be difficult to determine the amount of damages resulting therefrom.
  
  
  • Such a breach would cause irreparable injury which cannot adequately be compensated by money damages.
  
  
• 10.2. Therefore, the Parties agree that that each Party shall be entitled to obtain injunctive relief in the Superior Court of the State of California, County of Orange, to prevent or restrain any breach of this Agreement. Such right to injunctive relief shall not prohibit either Party from seeking any and all other possible damages and remedies in law or equity.

Article 11 - NOTICES

• 11.1. Any notice to be given under, or in connection with, this Agreement shall be in writing and shall be addressed as follows:
  
  Mike Tronske, Executive VP or Steve Denison, President
  United States Powerlifting Association
  30 Waterworks Way Irvine, CA 92618
  
  Email: [email protected] or [email protected]
  
  


• 11.2. Notices shall be deemed to have been delivered to a Party at the aforesaid address:


• • When hand-delivered by a reputable courier service; or
  
  
  • When sent by email to the aforesaid email address; or
  
  
  • When delivered by the United States Postal Service by registered or certified mail, return receipt requested.

Article 12 - MISCELLANEOUS PROVISIONS

• 12.1. Parties Bound. The Parties agree that the promises and covenants of this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.


• 12.2. Assignment. Neither Party shall have the right to transfer or assign its interest in this Agreement without the prior written consent of the other Party. Any attempted transfer or assignment made without the prior written consent of the other Party shall be deemed a material breach of this Agreement, and shall be null and void.


• 12.3. Additional Documents. The Parties shall execute any and all other documents necessary to effectuate the intent, provisions, terms, and conditions of this Agreement.


• 12.4. Modification. This Agreement may be altered, modified, or amended only by a new written contract signed by both Parties.


• 12.5. Conduct. Neither Party shall conduct itself in a manner which the Party knows, or should know, is likely to cause damage to the other Party’s business interests or reputation.


• 12.6. Governing Law; Forum; Consent to Personal Jurisdiction. This Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of California. The exclusive forum for any dispute arising from, or related to, this Agreement shall be the Superior Court of the State of California, County of Orange. The Parties each consent to the personal jurisdiction of said court.


• 12.7. Severability. If any provision of this Agreement should be held invalid or void such that said provision is unenforceable, all other provisions in this Agreement shall remain in full force and effect unless removal of any invalid provision destroys or frustrates the legitimate purposes of this Agreement, in which event this Agreement shall be canceled.


• 12.8. Entire Agreement. This Agreement constitutes the entire, final agreement by and between the Parties, and manifests the entire understanding of the Parties, with respect to the subject matter hereof. This Agreement supersedes any prior understanding, promise, representation, warranty, covenant, or guarantee with respect to the subject matter hereof. The Parties each acknowledge that no promise, statement, representation, covenant, warranty, guarantee, inducement, or understanding which is not expressed herein has been made, or relied upon, in the formation or execution of this Agreement.


• 12.9. Legally Binding Contract. The Parties acknowledge and agree that the provisions, terms, and conditions of this Agreement are contractual, and are not mere recitals. The Parties acknowledge and agree that this Agreement is a legally binding contract.


• 12.10. Construction. The Parties have each negotiated, participated, and cooperated in the preparation and drafting of this Agreement. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning. No part or provision of this Agreement shall be construed against either Party as the drafter of said part or provision. Headings and captions used in this Agreement are for the convenience of reference only, and shall not be considered in the construction or interpretation of this Agreement.


• 12.11. Waiver. The waiver by either Party of the breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any other breach.


• 12.12. Execution; Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one and the same contract, provided that each signing Party shall receive from the other Party a photocopy or scanned copy of this entire Agreement including the signature page signed by the other Party. An electronic signature shall have the same force and effect as an ink signature.


• 12.13. Capacity; Authority. The persons signing below warrant and represent that they each have the full capacity to understand this Agreement, and that each is authorized to represent and bind the Party on whose behalf they sign this Agreement.


• 12.14. Legal Counsel. Each Party represents and acknowledges that it has had an adequate opportunity, regardless of whether or not it has used such opportunity, to consult an attorney at law regarding the nature, meaning, significance, and effect of each and every term, part, and provision of this Agreement before signing this Agreement. Each Party shall bear its own attorney’s fees relating to the negotiation, formation, and execution of this Agreement.


• 12.15. Confidentiality. The Parties agree to maintain the terms and provisions of this Agreement as confidential. Except as necessary for legal, tax, or accounting purposes, the Parties and their Representatives shall not disclose or reveal the terms and provisions of this Agreement.


• 12.16. Prevailing Party. In the event that either Party resorts to legal action or legal proceedings to enforce this Agreement, the prevailing Party in such action or proceedings shall be entitled to an award of reasonable attorney’s fees and costs in addition to such other relief as may be granted.

Iron Comp Software Licensing Agreement

ARTICLE 1 - RELATIONSHIP OF THE PARTIES

• 1.1. Licensee is, and shall be, an independent contractor.


• 1.2. There shall be no employment relationship between the Parties.


• 1.3. There shall be no agency relationship between the Parties.


• 1.4. The Parties do not intend this Agreement to create a partnership, joint venture, or franchise.


• 1.5. Licensee shall not be entitled to make any claim against USPA for wages, unemployment benefits, disability benefits, workers’ compensation benefits, vacation pay, or retirement benefits.

ARTICLE 2 - TERM AND TERMINATION

• 2.1. The date upon which both Parties have signed this Agreement shall be referred to as the “Effective Date”.


• 2.2. The term of this Agreement shall commence on the Effective Date, and shall remain in effect for an initial period of one (1) year (the “Original Term”). Thereafter, it shall automatically renew for successive one (1) year terms (the “Renewal Term”) so long as the Licensee shall continue to use Iron Comp and/or continue to be a Meet Director for the USPA.


• 2.3. Either Party may terminate this Agreement prior to the end of any term by sending one day's written notice of termination to the other Party pursuant to Article 14 hereof. In the event of termination for any reason, Licensee shall immediately discontinue use of Iron Comp

ARTICLE 3 - LICENSE GRANT

• 3.1. USPA owns all right, title, and interest in and to Iron Comp.


• 3.2. USPA hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, revocable license to use Iron Comp for the sole, exclusive purpose of assisting Licensee in conducting USPA-approved powerlifting competitions during the Term (the “Iron Comp License”). The Iron Comp License may only be used in connection with a particular powerlifting competition after Licensee pays the sanction fee to USPA for that competition.


• 3.3. Restrictions. Except as otherwise expressly permitted in this Agreement, Licensee shall not:


• (a) Copy, reproduce, modify, adapt or create derivative works of any part of Iron Comp.


• (b) Rent, lease, distribute, sell, sublicense, transfer, convey, or provide access to Iron Comp, in whole or in part, to a third party.


• (c) Use Iron Comp for the benefit of any third party.


• (d) Incorporate Iron Comp, in whole or in part, into or with any other software, or into any product or service which Licensee provides to a third party.


• (e) Interfere with any license key mechanism in Iron Comp or otherwise circumvent any mechanism or barrier in Iron Comp intended to limit the use or function of Iron Comp.


• (f) Remove or obscure any proprietary notice or other notice contained in Iron Comp.


• (g) Reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive Iron Comp’s source code, underlying ideas, underlying user interface techniques, algorithms, file formats or APIs.


• (h) Introduce any computer virus, spyware, or malicious program into Iron Comp.


• (i) Utilize Iron Comp to upload, download, create, store, copy, receive, or transmit any material or content that is:


• 1. Abusive, indecent, harassing, obscene, defamatory, or menacing.


• 2. False or deceptive.


• 3. Invasive of any person’s or entity’s privacy.


• 4. A breach of confidence.


• 5. An infringement of any person’s or entity’s intellectual property rights, including, but not limited to, patent, copyright, or trademark.


• 6. A trade secret belonging to any entity other than USPA.


• (j) Use Iron Comp for competitive analysis, or to build a competitive product, or to compete with USPA.


• (k) Publicly disseminate information regarding the performance of Iron Comp.


• (l) Use Iron Comp to violate USPA’s rights.


• (m) Use Iron Comp to damage USPA’s business interests.


• (n) Use Iron Comp to damage USPA’s reputation.


• (o) Use Iron Comp to interfere with any of USPA’s existing or prospective business relationships.


• (p) Contest, challenge, or dispute USPA’s ownership rights, title, or interest in Iron Comp.


• (q) Represent to any third party that Licensee has any ownership rights, title, or interest in Iron Comp.


• (r) Encourage or assist any third party to do any of the foregoing.


• 3.4. The Iron Comp License does not grant, assign, transfer, or convey any ownership interest in Iron Comp.


• 3.5. USPA retains and reserves to and for itself all rights, title, and interests not explicitly granted under this Agreement.


• 3.6. The Iron Comp License is not exclusive to Licensee. USPA retains the right to grant the Iron Comp License to other persons at any time.


• 3.7. Licensee shall comply with all applicable laws and regulations relating to Licensee’s use of Iron Comp.

ARTICLE 4 - TRADE SECRET

• 4.1. Licensee acknowledges that USPA regards Iron Comp as an important proprietary product and as a valuable trade secret.


• 4.2. Licensee shall do nothing which may impair or interfere with USPA’s right, title, or interest in Iron Comp, or which may impair or damage the value of Iron Comp to USPA.

ARTICLE 5 - LICENSE GRANT

• 5.1. USPA warrants and represents that:


• (a) USPA is a corporation duly organized, validly existing, and in good standing under the laws of the State of California.


• (b) USPA has good title to Iron Comp.


• (c) USPA has the right and authority to enter into this Agreement and to grant the Iron Comp License to Licensee on the terms and conditions set forth herein.


• (d) USPA is not aware of any existing or threatened claim, action, proceeding, or other litigation which contests, challenges, or disputes USPA’s ownership of Iron Comp.


• (e) USPA is not aware of any lien or encumbrance upon Iron Comp.


• (f) To USPA’s knowledge, Licensee’s use of Iron Comp, on the terms and conditions set forth herein, will not violate or infringe upon the rights of any third party.


• (g) To USPA’s knowledge, Licensee’s use of Iron Comp, on the terms and conditions set forth herein, will not violate any law, regulation, or judicial decree or judgment.

ARTICLE 6 - LICENSEE’S WARRANTIES AND REPRESENTATIONS

• 6.1. Licensee warrants and represents that:


• (a) Licensee shall use Iron Comp on the terms and conditions set forth herein.


• (b) Licensee shall use Iron Comp for the benefit of USPA and its members.


• (c) To Licensee’s knowledge, Licensee’s use of Iron Comp, on the terms and conditions set forth herein, will not violate or infringe upon the rights of any third party.


• (d) To Licensee’s knowledge, Licensee’s use of Iron Comp, on the terms and conditions set forth herein, will not violate any law, regulation, or judicial decree or judgment.

ARTICLE 7 - LICENSEE FEE

• 7.1. As a Meet Director, Licensee is required to pay a sanction fee to USPA for each USPA-approved competition to be held under Licensee’s supervision. Ten percent (10%) of said sanction fee shall be deemed to be a license fee paid by Licensee for the Iron Comp License in connection with the particular USPA-approved competition (the “License Fee”).

ARTICLE 8 - CONFIDENTIALITY / NON-DISCLOSURE

• 8.1. The Parties acknowledge and agree that this Agreement creates a relationship of confidence and trust between them.


• 8.2. Definition of “Confidential Information”. “Confidential Information” means USPA’s trade secrets, proprietary information or material, and non-public information or material, in oral, written, electronic, or other form, which is either (a) disclosed or provided by USPA to Licensee or to Licensee’s affiliates, attorneys, accountants, or advisors (collectively “Licensee’s Representatives”); or (b) accessed or obtained by Licensee or Licensee’s Representatives, and which is clearly designated as “Confidential” or would otherwise reasonably be understood to be confidential based on the nature or type of the information.
  
  Notwithstanding the foregoing, Confidential Information shall not include information or material that Licensee proves was (a) lawfully in Licensee’s possession prior to being disclosed, provided, accessed, or obtained; or (b) provided in good faith to Licensee by a third party without breach of any right of USPA or any third party; or (c) was publicly available through no action or fault of Licensee; or (d) was independently developed by Licensee without reference to USPA’s Confidential Information.


• 8.3. Protection of Confidential Information. At all times, both during the Term of this Agreement and thereafter, Licensee shall (a) protect and safeguard the confidentiality of USPA’s Confidential Information with at least the same degree of care that Licensee would exercise to protect and safeguard the confidentiality of Licensee’s Confidential Information, and in no event with less than a commercially reasonable degree of care; and (b) not use USPA’s Confidential Information or permit it to be used for any purpose other than fulfilling Licensee’s obligations under this Agreement.


• 8.4. No Sale. No disclosure or provision of Confidential Information hereunder shall be construed as a sale, assignment, grant, option, conveyance, or other transfer of any right, title, or interest in such Confidential Information unless expressly stated in writing by USPA.


• 8.5. Required Disclosure. Any Disclosure by Licensee or Licensee’s Representatives of any of USPA’s Confidential Information under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section. Before making any such disclosure, Licensee shall provide USPA with:


• (a) Prompt written notice of such requirement so that USPA may seek, at its sole cost and expense, a protective order or other remedy; and


• (b) Reasonable assistance, at USPA’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitation on disclosure.


• If, after providing such notice and assistance as required herein, Licensee remains subject to a Legal Order to disclose any Confidential Information, Licensee (or Licensee’s Representatives or other persons to whom such Legal Order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of Licensee’s legal counsel, such Legal Order specifically requires Licensee to disclose and, on USPA’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.


• 8.6. Return/Destruction of Confidential Information. At any time during or after the term of this Agreement, at USPA’s written request, Licensee or Licensee’s Representatives shall promptly return to USPA all copies, whether in written, electronic, or other form or media, of USPA’s Confidential Information, or destroy all such copies and certify in writing to USPA that such Confidential Information has been destroyed. In addition, Licensee shall also destroy all copies of any notes created by Licensee or Licensee’s Representatives and certify in writing to USPA that such copies have been destroyed.


• 8.7. Survival of Article. This Article regarding Confidentiality / Non-Disclosure shall survive the termination of this Agreement for any reason.

ARTICLE 9 - OWNERSHIP OF INTELLECTUAL PROPERTY

• 9.1. Pre-existing Intellectual Property.


• (a) USPA. All right, title, and interest in and to Intellectual Property (1) owned by USPA (including all trade secrets) prior to this Agreement; and/or (2) independently developed by USPA outside the scope of this Agreement (collectively, “USPA’s IP”) is and shall, at all times, be owned solely by USPA.


• (b) Licensee. All right, title, and interest in and to Intellectual Property (1) owned by Licensee (including all trade secrets) prior to this Agreement; and/or (2) independently developed by Licensee outside the scope of this Agreement (collectively, “Licensee’s IP”) is and shall, at all times, be owned solely by Licensee.


• 9.2. Know-How and Processes.


• (a) USPA. All right, title, and interest in and to all know-how and processes owned by USPA (“USPA’s Know-How”) shall remain owned solely by USPA.


• (b) Licensee. All right, title, and interest in and to all know-how and processes owned by Licensee (“Licensee’s Know-How”) shall remain owned solely by Licensee.


• 9.3. Research Results and Data. All right, title, and interest in and to the research results and data resulting from Licensee’s use of Iron Comp are and shall be owned solely by USPA (“Usage Data”).

ARTICLE 10 - INDEMNITY

• 10.1. Licensee shall indemnify, defend, and hold harmless USPA, its owners, officers, directors, employees, and affiliates from and against any loss, demand, claim, suit, action, cause of action, or damage, including, but not limited to, compensatory damages, special damages, consequential damages, punitive damages, exemplary damages, penalties, costs, lost profits, property damage, personal injury, and attorney's fees, arising from (i) any negligence or willful misconduct by Licensee; or (ii) Licensee's breach of this Agreement.


• 10.2. If, in any action brought against Licensee, it is alleged that Iron Comp, as used by Licensee within the scope of the license granted hereunder, in accordance with the terms and conditions herein, infringes upon a third party’s intellectual property rights or proprietary rights, USPA shall defend Licensee from and against such an action. If said allegation is proven to be valid, USPA shall indemnify Licensee. If, however, it is proven that the infringement resulted from Licensee’s use of Iron Comp beyond the scope of the license granted hereunder or from Licensee’s breach of the terms or conditions of this Agreement, then USPA shall not indemnify Licensee, and Licensee shall reimburse USPA for the cost of USPA’s defense of Licensee in the action.

ARTICLE 11 - LIMITATION OF LIABILITY

• 11.1. Except for a breach of Article 8 hereof, and indemnity obligations pursuant to Article 10 hereof, USPA’s liability to Licensee or to any third party for direct damages arising from, or related to (1) this Agreement; or (2) Licensee’s use of Iron Comp; or (3) Licensee’s inability to use Iron Comp, regardless of the cause of action, under any legal or equitable theory, shall be strictly limited to the amount of the License Fee paid by Licensee to USPA in connection with the particular USPA-approved competition.


• 11.2. In no event shall USPA be liable to Licensee or to any third party for indirect damages, special damages, incidental damages, consequential damages, punitive damages, exemplary damages, damages for business interruption, damages for loss of use, damages for loss of data, damages for loss of business information, or damages for loss of profits arising from, or related to (1) this Agreement; or (2) Licensee’s use of Iron Comp; or (3) Licensee’s inability to use Iron Comp, regardless of the cause of action, under any legal or equitable theory.

ARTICLE 12 - DISCLAIMER

• 12.1. USPA licenses, and Licensee accepts, Iron Comp as is.


• 12.2. Except for the warranties set forth in Article 5 hereof, USPA makes no warranty, express or implied, as to the content, operation, function, performance, quality, accuracy, or usability of Iron Comp.


• 12.3. USPA expressly and specifically disclaims any implied warranty of merchantability regarding Iron Comp.


• 12.4. USPA expressly and specifically disclaims any implied warranty of fitness for a particular purpose regarding Iron Comp.

ARTICLE 13 - INJUNCTIVE RELIEF

• 13.1. The Parties acknowledge and agree that:


• (a) Each Party's rights under this Agreement are unique.


• (b) In the event of a breach or threatened breach of this Agreement, any remedy at law would be inadequate.


• (c) In the event of a breach or threatened breach of this Agreement, it would be difficult to determine the amount of damages resulting therefrom.


• (d) Such a breach would cause irreparable injury which cannot adequately be compensated by money damages.


• 13.2. Therefore, the Parties agree that that each Party shall be entitled to obtain injunctive relief in the Superior Court of the State of California, County of Orange, to prevent or restrain any breach of this Agreement. Such right to injunctive relief shall not prohibit either Party from seeking any and all other possible damages and remedies in law or equity.


• 13.3. Survival of Article This Article regarding Injunctive relief shall survive the termination of the agreement.

ARTICLE 14 - NOTICES

• 14.1. Any notice to be given under, or in connection with, this Agreement shall be in writing and shall be addressed as follows:
  
  If To USPA:
  Mike Tronske, Executive VP or Steve Denison, President
  United States Powerlifting Association
  30 Waterworks Way
  Irvine, CA 92618
  

• 14.2. Notices shall be deemed to have been delivered to a Party at the aforesaid address:


• (a) When hand-delivered by a reputable courier service; or


• (b) When sent by email to the aforesaid email address; or


• (c) When delivered by the United States Postal Service by registered or certified mail, return receipt requested.

ARTICLE 15 - TECHNICAL SUPPORT

• 15.1. If Licensee notifies USPA of a possible error in the Iron Comp program, USPA shall, at USPA’s expense, investigate the possible error. If the error is verified, USPA shall, at USPA’s expense, attempt to correct such error within thirty (30) business days after the date of notification.


• 15.2. If Licensee is dissatisfied with USPA’s response to the notification of a possible error, Licensee may terminate this Agreement, but USPA shall not be required to refund the License Fee paid by Licensee.


• 15.3. If Licensee has any technical questions regarding the use of Iron Comp, Licensee may submit such questions to USPA. USPA shall, at USPA’s expense, provide technical support to Licensee in response to such questions.


• 15.4. If Licensee requests on-site technical training or assistance in using Iron Comp at a USPA-approved competition, USPA may provide such training or assistance, subject to the availability of staff, on the scheduled date of the event. If USPA provides a USPA Technical Representative in response to Licensee’s request:


• (a) USPA shall pay the Technical Representative’s salary.


• (b) Licensee shall pay:


• 1. The Technical Representative’s travel costs, including airline flights and car rental.


• 2. The cost for the Technical Representative’s hotel accommodations.


• 3. A $100.00 per day stipend, payable in advance of the event.

ARTICLE 16 - MISCELLANEOUS PROVISIONS

• 16.1. Parties Bound. The Parties agree that the promises and covenants of this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.


• 16.2. Assignment. Neither Party shall have the right to transfer or assign its interest in this Agreement without the prior written consent of the other Party. Any attempted transfer or assignment made without the prior written consent of the other Party shall be deemed a material breach of this Agreement, and shall be null and void.


• 16.3. Additional Documents. The Parties shall execute any and all other documents necessary to effectuate the intent, provisions, terms, and conditions of this Agreement.


• 16.4. Modification. This Agreement may be altered, modified, or amended only by a new written contract signed by both Parties.


• 16.5. Conduct. Neither Party shall conduct itself in a manner which the Party knows, or should know, is likely to cause damage to the other Party’s business interests or reputation.


• 16.6. Governing Law; Forum; Consent to Personal Jurisdiction. This Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of California. The forum for any dispute arising from, or related to, this Agreement shall be the Superior Court of the State of California, County of Orange, or the United States District Court of the Central District of California, Southern Division (Santa Ana), as appropriate. The Parties each consent to the personal jurisdiction of said court.


• 16.7. Severability. If any provision of this Agreement should be held invalid or void such that said provision is unenforceable, all other provisions in this Agreement shall remain in full force and effect unless removal of any invalid provision destroys or frustrates the legitimate purposes of this Agreement, in which event this Agreement shall be canceled.


• 16.8. Entire Agreement. This Agreement constitutes the entire, final agreement by and between the Parties, and manifests the entire understanding of the Parties, with respect to the subject matter hereof. This Agreement supersedes any prior understanding, promise, representation, warranty, covenant, or guarantee with respect to the subject matter hereof. The Parties each acknowledge that no promise, statement, representation, covenant, warranty, guarantee, inducement, or understanding which is not expressed herein has been made, or relied upon, in the formation or execution of this Agreement.


• 16.9. Legally Binding Contract. The Parties acknowledge and agree that the provisions, terms, and conditions of this Agreement are contractual, and are not mere recitals. The Parties acknowledge and agree that this Agreement is a legally binding contract.


• 16.10. Construction. The Parties have each negotiated, participated, and cooperated in the preparation and drafting of this Agreement. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning. No part or provision of this Agreement shall be construed against either Party as the drafter of said part or provision. Headings and captions used in this Agreement are for the convenience of reference only, and shall not be considered in the construction or interpretation of this Agreement.


• 16.11. Waiver. The waiver by either Party of the breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any other breach.


• 16.12. Execution; Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one and the same contract, provided that each signing Party shall receive from the other Party a photocopy or scanned copy of this entire Agreement including the signature page signed by the other Party. An electronic signature shall have the same force and effect as an ink signature.


• 16.13. Capacity; Authority. The persons signing below warrant and represent that they each have the full capacity to understand this Agreement, and that each is authorized to represent and bind the Party on whose behalf they sign this Agreement.


• 16.14. Legal Counsel. Each Party represents and acknowledges that it has had the opportunity to consult with that Party’s legal counsel with regard to this Agreement. Each Party shall bear its own attorney’s fees relating to the negotiation, formation, and execution of this Agreement.


• 16.15. Prevailing Party. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary expenses.


• 16.16. Electronic Signatures. The Parties agree to conduct this transaction by electronic means. An electronic signature below shall have the same force, effect, and validity as a handwritten signature.