CONTRACT aGREEMENT (SAMPLE)

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Owned by: Speakeasy and Purge LLC 

Created by: Bert Jacovino

This Licensing Agreement (“Agreement”) governs the licensing, use, intellectual property, privacy standards, operational requirements, and brand protections associated with the VNFT™ Leasing (Vagus Nerve Funneling Technique) methodology (‘VNFT™’).

1.  License Grant

Speakeasy and Purge LLC (“Licensor”) grants the Licensee a non‑exclusive, non‑transferable, revocable license to use the VNFT™ methodology within their facility, practice, or organization.

Licensee may use VNFT™: 

- with clients, residents, or users 

- within their existing behavioral support or wellness structure.

2.  Restrictions

Licensee may NOT: 

- teach VNFT™ 

- certify others in VNFT™ 

- modify, alter, or create derivative versions 

- distribute VNFT™ materials outside their facility 

- rebrand or rename VNFT™ 

- claim authorship or ownership 

- imply clinical, therapeutic, or medical authority 

- train staff as “VNFT practitioners,” “VNFT™ providers,” or similar titles

Approved statement: “Licensed to use the Vagus Nerve Funneling Technique (VNFT™) protocol.”

3.  Description of the VNFT™ Method

VNFT™ is a proprietary autonomic engagement methodology consisting of: 

- the 8‑step leasing system 

- the VNFT™ package and materials 

- the guided emotional release protocol

Completed materials are provided after licensing fees are paid. The method may not be changed, altered, replicated, or reverse‑engineered.

4. Intellectual Property

All rights to VNFT™, including the methodology, materials, terminology, and system design, are owned exclusively by Speakeasy and Purge LLC.

Required attribution: 

“VNFT™ — Vagus Nerve Funneling Technique. Licensed Method. All rights reserved.”

5.  Logo Usage & Brand Standards

VNFT™ Brand Assets include three official logos, each containing proprietary design elements and protected intellectual property owned exclusively by Speakeasy and Purge LLC.

1. VNFT™ Sphere Logo (Primary Logo) — The core VNFT™ identity mark featuring the circular sphere design with outward‑moving wave elements and the “VNFT™” wordmark integrated into the left side of the sphere. The sphere contains the anger/stress/anxiety symbol in the center, with “Release – Reset – Renew” positioned along the lower right side.

2. VNFT™ Wave Logo (Color Background) — Featuring the stylized VNFT™ wave design placed over a solid color background, with the “VNFT™” wordmark positioned to the right. Optimized for digital environments requiring a solid background for clarity.

3. VNFT™ Wave Logo (Transparent Background) — Featuring the same stylized wave and wordmark, but with a fully transparent background for flexible placement across varied interfaces and documents.

All VNFT™ logos, including prior brand marks, wave designs, symbol variations, taglines, and associated visual elements, are protected under trademark and intellectual property law. Licensee may not alter, recolor, crop, distort, or create derivative versions of any VNFT™ logo.

Approved Uses Licensee may display the VNFT™ logo on: 

- service pages 

- social media profiles - marketing materials 

- email signatures - business cards 

- client‑facing documents 

- practitioner listings

Usage must clearly indicate licensed methodology, not certification or training authority.

Prohibited Uses 

Licensee may NOT: 

- alter, recolor, distort, crop, animate, or stylize the logo 

- remove the split‑brain symbol 

- change the round shape 

- add their business name inside the logo 

- create alternate versions 

- imply endorsement or co‑ownership 

- use the logo on merchandise without written approval.

Placement Rules 

- Logo must remain legible and placed on clean backgrounds 

- Logo may not appear beside competing modality logos.

Termination of Logo Rights 

Upon license expiration or revocation, Licensee must immediately remove the logo from all platforms and destroy all materials containing it. 

6. Privacy & Data Handling

VNFT™ does not collect, store, transmit, or track personal information. All user information remains solely within the Licensee’s facility.

Licensee agrees to: 

- store user documentation according to internal privacy standards 

- comply with applicable privacy regulations 

- ensure no VNFT™ materials are uploaded to third‑party platforms without permission.

No Third‑Party Sharing VNFT™ does not integrate with external data systems, vendors, or analytics tools.

Digital Disclaimer VNFT™ does not use cookies, tracking technologies, media uploads, data storage, or behavioral monitoring systems.

AI Upload Ban Licensee may NOT upload VNFT™ materials into any AI, machine learning, or automated system.

7. Non‑Clinical Status

Licensee acknowledges that VNFT™: 

- is not therapy - is not counseling 

- is not a medical device 

- is not a clinical treatment 

- does not diagnose or treat any condition

VNFT™ is a behavioral support methodology designed for autonomic engagement and emotional stabilization.

No Clinical Claims 

Licensee may not market VNFT™ as clinical, therapeutic, or medical.

8.  Facility Responsibilities

Licensee agrees to: 

- maintain a consistent environment for VNFT™ use 

- ensure staff understand VNFT™ is non‑clinical 

- provide access to VNFT™ materials 

- uphold behavioral support expectations

VNFT™ may be included as part of the Licensee’s internal behavioral support structure.

9.  Liability, Disclaimers & Risk Allocation

VNFT™ is a self‑directed emotional release method, not a clinical intervention.

Limitation of Liability In no event shall Speakeasy and Purge LLC be liable for any indirect, incidental, special, exemplary, or consequential damages, including emotional outcomes, client reactions, misuse, or facility‑level implementation choices.

Warranty Disclaimer VNFT™ is provided “as is,” with no warranties of any kind, express or implied.

Indemnification Licensee agrees to indemnify, defend, and hold harmless Speakeasy and Purge LLC from any claims, damages, losses, liabilities, or expenses arising from Licensee’s use or misuse of VNFT™.

10. Program Selection

Licensee acknowledges and agrees to purchase one of the following VNFT™ Licensing Programs. The selected program becomes part of this Agreement upon signature. License activation occurs only after full payment is received.

Please select one: 

☐ Tier I — Enterprise Organizations Platforms with 1 million+ users 

Annual Licensing Range: $500,000.00 ($41,666.67 monthly)

☐ Tier II — Large Organizations with 100K – 999K users 

Annual Licensing Range: $150,000.00 ($12,500.00 monthly)

☐ Tier III — Mid‑Size Organizations with 10K – 99K users 

Annual Licensing Range: $50,000.00 ($4,166.67 monthly)

☐ Tier IV — Individual Organizations 1 – 9 providers 

Annual Licensing Range: $7,500.00 ($625.00 monthly)

By checking the appropriate box above, the Licensee confirms their chosen program tier and agrees to all associated fees, terms, and deliverables. The selected tier is binding and may not be changed after payment is submitted.

10.a Tier Eligibility Requirements

Licensee must select the tier that accurately reflects their organizational size, including total user count, client count, or provider count. Exceeding the maximum limits of a lower tier requires selection of the appropriate higher tier. Misrepresentation constitutes a material breach and may result in termination, fee adjustment, or legal enforcement.

10.b Verification of Organizational Size

Licensor may request documentation verifying user count, provider count, or organizational size. Failure to provide verification, or providing false information, constitutes a material breach.

10.c Fee Adjustment for Misrepresentation

If Licensee selects a tier lower than their actual size, Licensor may retroactively adjust fees. Licensee agrees to pay any difference within ten (10) business days.

10.d No Down‑Tiering

After payment, Licensee may not downgrade to a lower tier regardless of changes in organizational structure.

10.e Definition of User Count

“Users” includes all registered users, clients, patients, subscribers, or individuals with access to the Licensee’s platform or services, regardless of activity level or payment status.

11. Fees & Payment Terms

Licensee agrees to pay all licensing fees. All fees are final and non‑refundable.

Late Fees & Non‑Payment Failure to pay within ten (10) days of invoice may result in suspension or termination.

No Chargebacks or Refunds Licensee agrees not to initiate chargebacks, payment disputes, or reversals. Early termination does not release the Licensee from payment obligations. Any attempted chargeback constitutes a material breach of this Agreement.

12. Term & Termination

Licensor may revoke the license at any time for: 

- misuse - violation of restrictions 

- unauthorized logo use - breach of agreement 

- IP infringement

Notice Requirements 

Termination notices may be delivered via email or DocuSign and are effective upon receipt.

Post‑Termination Requirements 

Upon termination: 

- Licensee must cease all use of VNFT™ 

- All VNFT™ materials must be removed or destroyed 

- Licensee must stop displaying the VNFT™ logo immediately

Audit Rights 

Licensor may request proof of removal or destruction within ten (10) business days. Continued use after termination constitutes trademark infringement.

13. Enforcement

Unauthorized use of VNFT™ or its logo may result in: 

- license termination - cease‑and‑desist action 

- legal enforcement under trademark and IP law

Licensor reserves all rights to protect the VNFT™ brand.

14. Governing Law & Venue

This Agreement is governed by the laws of Massachusetts. All disputes shall be resolved exclusively in the state or federal courts located in Massachusetts.

15. Dispute Resolution (Arbitration)

Any dispute arising under this Agreement shall be resolved through binding arbitration in Massachusetts.

© 2021–2026 Speakeasy and Purge LLC. All rights reserved. This licensing agreement, the VNFT™ methodology, all related materials, terminology, system design, and branding elements are the exclusive intellectual property of Speakeasy and Purge LLC. Unauthorized use, reproduction, distribution, or modification is strictly prohibited and may result in legal action, termination of licensing rights, and enforcement measures as outlined within this Agreement.

16. Signatures (Jotform Ready)

This Agreement may be executed electronically through Jotform. Electronic signatures are valid and enforceable.