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Integrative Defense Strategies

IDS APEX Affiliate Agreement T3


Integrative Defense Strategies®, LLC US AFFILIATION AGREEMENT
THIS AGREEMENT is made by and between Integrative Defense Strategies®, LLC
(hereinafter referred to as IDS) and
 
(hereinafter referred to as Affiliate).


WITNESSETH WHEREAS, Affiliate acknowledges that IDS is the owner of the name
Integrative Defense Strategies®, IDS® various trademarked logos, and various
trademarked variations thereof, in the US and elsewhere (the Name); and

WHEREAS, IDS provides specialized training, instruction, and teaching certification in
developing and executing Firearms Training/Self-Defense/Fitness/Personal
Development programs (the Primary Programs), and which Affiliate is desirous to learn
from IDS (not including other IDS programs);

WHEREAS, Affiliate is desirous of using the Name in connection with operation of a
Combatives Training / Self Defense business and in obtaining IDS’s know how;

NOW, THEREFORE, in consideration of the mutual promises herein contained the
parties hereto agree as follows:

1. Grant of Usage. IDS hereby grants to Affiliate and Affiliate hereby accepts the right,
privilege, and nonexclusive affiliation to use the Name solely in connection with
operation of a (city, state) based Firearms Training / Self
Defense business (the Business). Said Business will promote a program that represents
the Primary Programs.

2. Term. The term of the Agreement shall be effective on the date of execution of this
Agreement and shall continue for 2 years, unless sooner terminated in accordance with
the provisions hereof. Said agreement shall be annually renewed thereafter upon good
performance. The contract will be considered renewed upon accepted payment.

3. Fee. Affiliate shall pay to IDS a fee of $2136, payable at $89 per month for 24
months. Payment shall be made by electronic funds transfer from a credit card or
checking account. This is a special, early adopter affiliate-pricing offer. Said fee
can/shall be adjusted upon annual renewal to reflect reasonable cost and operation
increases. Such adjustments shall not exceed an annual increase of 20% should the
Affiliate remain in good standing.
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4. Non exclusivity and Demographic Protection. Nothing, other than what is set forth in
this agreement, shall prevent IDS from providing to any third parties training affiliation or
the right to use of the Name in any manner whatsoever. IDS will, however, recognize
exclusive territory of Affiliate as five mile radius of training center or population of
100,000, excluding any current Affiliates which fall within this range, if any.

5. Good Will. Affiliate recognizes that there exists great value and good will associated
with the Name, and acknowledges that the Name and all rights therein and goodwill
pertaining thereto belong exclusively to IDS. Affiliate also covenants to make best
efforts to preserve, protect, and enhance IDS’s goodwill value of the name.

6. Integrative Defense Strategies’ Title and Protection of Integrative Defense Strategies’
Rights

a. Affiliate agrees that it will not, during the term of this Agreement, or, thereafter, attack
the title or any rights of IDS in and to the Name or attack the validity of the license
granted herein.

b. Affiliate agrees to assist IDS to the extent necessary in the procurement of any
protection or to protect any of IDS’s rights to the Name, and IDS, if it so desires, may
commence or prosecute any claims or suits in its own name or join Affiliate as a party
thereto. Affiliate shall notify IDS in writing of any infringements or imitations by others of
the Name which may come to Affiliate’s attention, and IDS shall have the sole right to
determine whether or not any action shall be taken on account of any such
infringements or imitations. Affiliate shall not institute any suit or take any action on
account of any such infringements or imitation without first obtaining the written consent
of IDS to do so.

c. Affiliate agrees to cooperate fully and in good faith with IDS for the purpose of
securing and preserving IDS’s rights in and to the Name. It is agreed that nothing
contained in this Agreement shall be construed as an assignment or grant to the Affiliate
of any right, title, or interest in or to the Name, it being understood that all rights relating
thereto are reserved by IDS, except for the affiliation hereunder to Affiliate of the right to
use and utilize the Name only as specifically and expressly provided in this Agreement.
Affiliate will be deemed to have assigned, transferred and conveyed to IDS any trade
rights, equities, goodwill, titles, or other rights in and to the Name which may have been
obtained by Affiliate or which may have vested in Affiliate in pursuance of any
endeavors covered hereby, and that Affiliate will execute any instruments requested by
IDS to accomplish or confirm the foregoing. Any such assignment, transfer, or
conveyance shall be without other consideration than the mutual covenants and
considerations of this Agreement.
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7. Use of Name and Logo. Upon execution of the agreement, Affiliate has the right to
affix the Name to any building, sign, merchandise, or other item that Affiliate finds
beneficial to the marketing of the business as long as the Affiliate remains in good
standing with regard to this agreement. The logo must always be accompanied by “®”
as appropriate, and cannot be modified without written consent from IDS (see appendix
A). All uses of the name must be approved by IDS; such approval will not be withheld
unreasonably. IDS will work cooperatively with Affiliate to develop mutually beneficial
branding strategies.

8. Affiliation Benefits. In addition to items already described, IDS agrees to provide
ongoing education through periodic video submissions, lesson plan supplements,
curriculum updates, product innovations, etc., primarily through access to a password
protected affiliate portal (training course fees are not included in this Agreement). After
the completion of Level 1 in any program, instructors have twenty four (24) months to
complete Levels 2 & 3.

9. Termination.

a. Affiliate may not terminate or modify this Agreement without prior written consent of
IDS.

b. The affiliation rights granted hereunder may be terminated by IDS upon immediate
notice without the opportunity to cure should any of the following events occur:

i. If Affiliate shall: (a) admit in writing its inability to pay its debts generally as they
become due; (b) file a petition in bankruptcy or a petition to take advantage of any
insolvency act; (c) make an assignment for the benefit of its creditors; (d) consent to the
appointment of a receiver of itself or of the whole or any substantial part of its property;
(e) on a petition in bankruptcy filed against it, be adjudicated as bankrupt; (f) file a
petition or answer seeking reorganization or arrangement under the bankruptcy laws or
any other applicable law or statute; (g) become subject to a final order, judgment or
decree entered by a court of competent jurisdiction appointing, without the consent of
Affiliate, a receiver of Affiliate or of the whole or any substantial part of its property or
approving a petition filed against Affiliate seeking reorganization or arrangement of
affiliation under the bankruptcy laws or any other applicable law or statute; or
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ii. Affiliate shall fail or refuse to perform any other obligation created by this Agreement
or Affiliate breaches any term or condition of this Agreement or any other agreement
between Affiliate and IDS or its Affiliates; or

iii. Affiliate has made any misrepresentations relating to the acquisition of the license
granted herein, or Affiliate or any of Affiliate’s shareholders, officers, directors, or
managing personnel engages in conduct which reflects unfavorably on the Name or
upon the operation and reputation of the IDS’s business; or

iv. Affiliate or any of Affiliate’s shareholders, officers, directors, or managing personnel
is convicted of a felony or any other criminal misconduct which is relevant to the
operation of the business of Affiliate. In the event of termination of this License for any
reason, License shall immediately cease all use of the Name and shall not thereafter
use any name, mark or trade name similar thereto. Termination of the license under the
provision of this Section 9 shall be without prejudice to any rights which IDS may
otherwise have against Affiliate.

v. IDS determines, in its sole discretion, that Affiliate’s actions or conducts are in any
way detrimental to the Name or IDS’s business.

c. IDS has the right not to renew the license if the relationship is not mutually beneficial.

10. Compliance with Laws and Regulations. Affiliate shall, and shall cause its
shareholders, officers, directors, managing personnel, staff, and trainers to comply with
all laws, rules and government regulations pertaining to its business and shall not
violate any laws which would create an adverse effect on the name.

11. Relationship of Parties. Affiliate shall not in any manner or respect be the legal
representative or agent of IDS and shall not enter into or create any contracts,
agreements, or obligations on the part of IDS , either expressed or implied, nor bind IDS
in any manner or respect whatsoever; it being understood that this Agreement is only a
contract for the license of the Name.

12. Name Ownership. Affiliate agrees that the name is the sole property of IDS and that
Affiliate has no interest whatsoever in such Name other than the license granted
hereunder, and Affiliate shall use the Name only for so long as the license granted
hereby remains in full force and effect. Affiliate shall not take any actions, or aid or
assist any other party to take any actions that would infringe upon, harm, or contest the
proprietary rights of IDS in and to the Name.
Initials:

13. Other Affiliates. Affiliate agrees not to interfere in any manner with, or attempt to
prohibit the use of the Name by, any other Affiliate duly licensed by IDS. Affiliate further
agrees to execute any and all documents and assurances reasonably requested by IDS
to effectuate the licensing of the Name to any other party and agree to cooperate fully
with IDS or any other Affiliates of IDS to protect IDS’s lawful authority to use the name.

14. Indemnification and Insurance a. Affiliate agrees to defend, indemnify, and hold
harmless IDS, IDS’s officers, Affiliates, directors, agents, and employees from and
against any and all property, damage, personal injuries or death and other liability, loss,
cost, and expense, or damage, including, without limitation, court costs and reasonable
attorney’s fees arising out of operations of the Business and/or from Affiliate’s breach of
any of the terms contained therein.

b. Affiliate agrees that it will obtain, at its own expense, liability insurance from a
recognized insurance company which is qualified to do business in Affiliate’s state,
providing protection which is standard in the Fitness and Health Club industry for
businesses similar to the Business for the benefit of IDS and its Affiliates and their
officers, directors, agents, and employees (as well as for Affiliate) against any claims,
suits, loss or damage arising out of or in connection with the Business. As proof of such
insurance, a fully paid certificate of insurance naming IDS as an insured party will be
submitted to IDS by Affiliate for IDS’s approval prior to operation of any Integrative
Defense Strategies® gym or use of the Integrative Defense Strategies® name. Any
proposed change in certificates of insurance shall be submitted to IDS or IDS’s prior
approval.

15. Notices. All notices and statements and all payments to be made hereunder shall be
given or made at the respect addresses of the parties as set forth below such party’s
name unless notification of a change of address is given in writing, and the date of
mailing shall be deemed the date the notice or statement is given.

16. No Joint Venture. Nothing herein contained shall be construed to place the parties in
the relationship of partners or joint ventures or of franchisor/franchisee.

17. No Assignment or Sublicense by Affiliate. This Agreement and all rights and duties
hereunder are personal to the Affiliate and Affiliate shall not, without the written consent
of IDS, which consent shall be granted or denied in the sole and absolute discretion of
IDS, be assigned, mortgaged, sublicensed, or otherwise encumbered by Affiliate or by
operation of law.
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18. No Waiver, Etc. This Agreement may not be waived or modified except by an
expressed agreement in writing signed by both parties. There are no representations,
promises, warranties, covenants or undertakings other than those contained in this
Agreement with respect to its subject matter, which represents the entire understanding
of the parties. The failure of either party hereto to enforce, or the delay by either party in
enforcing any of its rights under this Agreement shall not be deemed a continuing
waiver or a modification thereof and either party may, within the time provided by
applicable law, commence appropriate legal proceedings to enforce any or all of such
rights.

19. Governing Law. This agreement shall be construed under the laws of the State of
Minnesota

20. Severability. Whenever possible each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited, void, invalid, or unenforceable under
applicable law, such provision shall be ineffective to the extent of such prohibition,
invalidity, voidability, or enforceability without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

21. Survival. All obligations of the Affiliate contained in this Agreement shall survive the
expiration or termination of this Agreement.

22. Attorney’s Fees. Should any litigation be commenced between the parties to this
Agreement concerning this Agreement, or the rights and duties of either in relation
thereto, the party prevailing in such litigation shall be entitled, in addition to such relief
as may be granted, to its attorney’s fees and costs in the litigation. a. Arbitration and
Mediation. IDS has the option of selecting mandatory arbitration and/or mandatory
binding arbitration if a dispute shall arise. The parties agree to mediation as a part of
any litigation arising hereunder.

23. Success of Affiliate. IDS will promote Affiliate on www.ThisIsIDS.com (or other
derivation), but hold no responsibility in the success of Affiliate’s business and make no
warranty as to the success of Affiliate’s business. Said promotion shall consist of being
listed on the www.ThisIsIDS.com website as a IDS Affiliate. Affiliate will reciprocate by
posting a link with IDS to www.ThisIsIDS.com on the Affiliate website. Requirements
shall be posted and updated, from time to time, on the IDS website.
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24. Merchandise. Said License cannot be used to promote a product unless specific
written authorization and permission is given by IDS. Affiliate may purchase product
from IDS at a discounted rate.

25. Public Statements. Affiliate understands that he may not speak on behalf of IDS.
Public statements on behalf of IDS may only be made if express written permission is
given by IDS.

26. Affiliate Limitations. Affiliate may not without specific written permission or
authorization do any of the following:

a. Certify instructors as IDS licensed instructors.

b. Affiliate may not speak to the media on behalf of IDS.

c. Affiliate may not publish on behalf of IDS.

d. Affiliate may not use the IDS name to promote a product.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 


Integrative Defense Strategies®, LLC, 6315 Main St. W. Independence, MN 55359
Printed Name
Position:
Affiliate Name: 
Address: 

 

Leave this empty:

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Signed by Todd Fossey
Signed On: October 19, 2020


Signature Certificate
Document name: IDS APEX Affiliate Agreement T3
lock iconUnique Document ID: c1db1f9e26d41b51bb7331c1f2290cda4fa08a6a
Timestamp Audit
January 18, 2019 9:00 am CDTIDS APEX Affiliate Agreement T3 Uploaded by Todd Fossey - todd@thisisids.com IP 69.180.142.111
January 18, 2019 9:01 am CDT Document owner larry@thisisids.com has handed over this document to todd@thisisids.com 2019-01-18 09:01:24 - 69.180.142.111
January 23, 2019 7:11 am CDTTodd Fossey - todd@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
January 23, 2019 7:11 am CDTLarry Hotchkiss - larry@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
January 23, 2019 7:11 am CDTChris Sankey - chris@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
January 23, 2019 7:11 am CDTMichael Pilhofer - Michael@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 12, 2019 8:55 am CDTTodd Fossey - todd@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 12, 2019 8:55 am CDTLarry Hotchkiss - larry@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 12, 2019 8:55 am CDTChris Sankey - chris@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 12, 2019 8:55 am CDTMichael Pilhofer - Michael@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 22, 2019 7:10 am CDTTodd Fossey - todd@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 22, 2019 7:10 am CDTLarry Hotchkiss - larry@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 22, 2019 7:10 am CDTChris Sankey - chris@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 22, 2019 7:10 am CDTMichael Pilhofer - Michael@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 22, 2019 7:10 am CDTLarry Hotchkiss - larryhotch@comcast.net added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
May 13, 2019 7:11 am CDTTodd Fossey - todd@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
May 13, 2019 7:11 am CDTLarry Hotchkiss - larry@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
May 13, 2019 7:11 am CDTChris Sankey - chris@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
May 13, 2019 7:11 am CDTMichael Pilhofer - Michael@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
May 13, 2019 7:11 am CDTLarry Hotchkiss - larryhotch@comcast.net added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
June 13, 2019 5:07 pm CDTTodd Fossey - todd@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
June 13, 2019 5:07 pm CDTLarry Hotchkiss - larry@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
June 13, 2019 5:07 pm CDTChris Sankey - chris@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
June 13, 2019 5:07 pm CDTMichael Pilhofer - Michael@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
June 13, 2019 5:07 pm CDTLarry Hotchkiss - larryhotch@comcast.net added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
July 15, 2019 11:43 am CDTTodd Fossey - todd@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
July 15, 2019 11:43 am CDTLarry Hotchkiss - larry@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
July 15, 2019 11:43 am CDTChris Sankey - chris@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
July 15, 2019 11:43 am CDTMichael Pilhofer - Michael@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
July 15, 2019 11:43 am CDTLarry Hotchkiss - larryhotch@comcast.net added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 13, 2020 9:22 am CDTTodd Fossey - todd@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 13, 2020 9:22 am CDTLarry Hotchkiss - larry@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 13, 2020 9:22 am CDTChris Sankey - chris@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 13, 2020 9:22 am CDTMichael Pilhofer - Michael@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
February 13, 2020 9:23 am CDTLarry Hotchkiss - larryhotch@comcast.net added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
October 19, 2020 1:18 pm CDTTodd Fossey - todd@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
October 19, 2020 1:18 pm CDTLarry Hotchkiss - larry@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
October 19, 2020 1:18 pm CDTMichael Pilhofer - Michael@thisisids.com added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
October 19, 2020 1:18 pm CDTLarry Hotchkiss - larryhotch@comcast.net added by Todd Fossey - todd@thisisids.com as a CC'd Recipient Ip: 69.180.142.111
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