RESIDENTIAL CERTIFICATION BUILDER INFORMATION:

THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS WHICH ARE BINDING. PLEASE READ IT IN FULL BEFORE YOU SIGN.

This Checklist, Field Guide & Measures and Confidentiality Agreement (“Agreement”) is by and between Wellness Within Your Walls, Inc., a Georgia corporation with an address of 176 Peachtree Hills Ave NE, Atlanta, Georgia 30305 (“WWYW”) and the Builder Company set forth above (“Builder”).  Builder desires to participate in the WWYW Residential Health and Wellness Certification program, using the WWYW Materials, defined above, provided by WWYW pursuant to this Agreement to Builder and Builder’s Inspector Company, as set forth above (“Inspector”).  In furtherance of WWYW’s mission of promoting healthier interior living and working environments (“Mission”), WWYW agrees to provide Builder and Inspector with the WWYW Materials and guidance and assistance during the certification process (the “WWYW Services”), subject to Builder’s full compliance with the terms of this Agreement.  This Agreement is effective on the date of Builder’s signature below (“Effective Date”).

WELLNESS WITHIN YOUR WALLS MATERIALS:  Wellness Within Your Walls Checklist – Master; Wellness Within Your Walls Checklist – Builder; Wellness Within Your Walls Checklist – Inspector; and Wellness Within Your Walls Field Guide & Measures (the “WWYW Materials”).

1. Method of Performing Services. WWYW is an independent contractor and, as such, shall have the right to determine the method, details and means of performing the WWYW Services, including, without limitation, engaging other independent contractors (“Compliance Coordinators”) to perform all or a portion of the WWYW Services on WWYW’s behalf.

 

2. Limited License. WWYW hereby grants to Builder a nontransferable, nonexclusive, limited right and license to use (but not copy or otherwise reproduce or distribute in any manner  - either internally or externally) the WWYW Materials, as well as any related literature, instructional content, brochures, lessons, examples, methodology, key principles, handouts, assignments, tests, materials and other documents, whether digital or hard copy, that are provided directly to Builder in connection with the certification process and the performance of the WWYW Services (collectively, “Certification Materials”). Notwithstanding the foregoing, Builder may provide copies of the Certification Materials to members of Builder’s team (including the Inspector) required to assist in certification efforts (“Team Members”).  Access to the Certification Materials is provided solely for Builder’s use in seeking residential health and wellness certification by WWYW.  Builder acknowledges and agrees that WWYW owns all right, title and interest in and to all Certification Materials, including all intellectual property rights therein, and that Builder may not share, copy, reproduce, display, publish, sell, train and/or certify others, or redistribute any of the Certification Materials to anyone (other than the Team Members) without the express prior written consent of WWYW (including to any employer, co-workers, or other third party who are not Team Members).  All copies, in whatever format, of the Certification Materials printed and provided by Builder to Team Members is subject to the terms hereof, and Builder is responsible for the adherence hereto by the Team Members.  Except for the limited use rights granted to Builder in this Agreement, Builder shall not acquire any right, title or interest in the Certification Materials. Any rights not expressly granted in this Agreement are expressly reserved by WWYW.

 

3. Builder’s Confidentiality Obligations. Builder acknowledges the character of WWYW’s business and the substantial amount of time, money, and effort WWYW has spent and continues to spend in developing the Certification Materials and administering the WWYW Services in connection with WWYW certification and the Mission.  Builder understands and agrees that all Certification Materials are considered WWYW’s confidential and proprietary information.  Builder agrees to maintain all Certification Materials in confidence and will not use it for anyone else’s benefit either during or after completion of the certification process.

 

4. Indemnification. Builder agrees to indemnify, defend and hold WWYW, and its directors, officers, members, employees and agents (each, an “Indemnified Party”) harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees (“Damages”), resulting from or arising out of any claim, suit, action, arbitration or proceeding brought against any Indemnified Party arising out of or otherwise relating to: (i) Builder’s and the Team Members’ use of the Certification Materials; (ii) any actual or alleged violation by Builder or a Team Member of any of the terms of this Agreement; (iii) Builder’s use of or reliance on any information, materials, handouts, advice, recommendations, opinions or other suggestions offered or otherwise made available to Builder by WWYW or any Compliance Coordinator in connection with the performance of the WWYW Services; or (iv) personal injury to person or property caused by Builder’s or Team Members’ negligence or willful misconduct.  Builder agrees to cooperate fully with WWYW in the defense of any claim that is the subject of Builder’s obligations hereunder.

 

5. No Warranty; Disclaimer of Liability. THE WWYW SERVICES ARE PROVIDED ON AN “AS IS” BASIS ONLY AND WWYW HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL WWYW OR ANY COMPLIANCE COORDINATOR BE LIABLE TO BUILDER, TEAM MEMBERS OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES WHATSOEVER, EVEN IF WWYW OR ANY COMPLIANCE COORDINATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

6. Breach and Remedy. Upon breach, Builder acknowledges that WWYW’s remedies at law may be inadequate and that WWYW will have the right to seek injunctive relief in addition to any other remedy available to it.  If Builder breaches the terms of this Agreement, WWYW has the right to seek issuance of a court-ordered injunction, to compel the enforcement of this Agreement, without the requirement for the posting of any bond.  This provision with respect to injunctive relief will not, however, diminish the right of WWYW to claim and recover damages or other remedies in addition to injunctive relief.  All rights and remedies of WWYW are cumulative of each other, and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.  If court action is necessary to enforce this Agreement, Builder will be responsible for WWYW’s reasonable attorneys’ fees and costs.

 

7. General Provisions. All of the terms of this Agreement will survive the completion of the certification process by Builder, whether or not successfully or fully completed by Builder. Builder acknowledges and agrees that Builder has had sufficient opportunity to review and evaluate this Agreement and has consulted, to the extent Builder considers it necessary, with legal counsel about the terms and conditions set forth in this Agreement.  This Agreement shall be governed by and shall be construed, interpreted, and enforced in accordance with the laws of the State of Georgia, without reference to principles of conflicts of law.  The parties agree that the sole and exclusive jurisdiction and venue for any dispute arising hereunder shall be in any trial court located in Atlanta, Georgia. All notices, demands, or other communications given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or if mailed via overnight or registered mail, postage prepaid, to the other party at the party’s address as set forth above or otherwise provided by such party. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.  Counterparts may be executed by hand or by electronic signature.  No alteration, modification, or change of this Agreement shall be valid unless made in writing and executed by the parties hereto.