HBDI® Assessment and Herrmann Materials Licensing Agreement

Updated March 7, 2025

1. "HBDI® Assessment means the Herrmann Brain Dominance Instrument."
   
   
2. “Materials” means all materials provided or otherwise made available by the Licensor hereunder, including but not limited to all instructional materials and all other works of authorship of every kind and in every medium, the copyrights of which subsist in Licensor or its licensors, together with all modifications thereto and all derivative works thereof.
   
   
3. “Organization” means any legal entity other than a natural person.
   
   
4. “Participants” means individuals who utilize any Materials in connection with training provided by Practitioners.
   
   
5. “Participant Materials” means those Materials intended for use by Participants in connection with training provided by a Practitioner, including, without limitation, workbooks, application tools, and support materials.
   
   
6. “Practitioners” has the meaning set forth in Section 4.
   
   
7. “Services” means all services offered by Licensor in connection with the HBDI® Assessment, including, without limitation, all processing, consulting, analysis, training, certification, and similar services.
   
   
8. “Software” means all software, including on-line applications, mobile apps, and application programming interfaces (APIs) offered by Licensor to facilitate any Services.
   
   
9. “Assessment Recipients” means individuals to whom a Practitioner administers the HBDI® Assessment.
   
   
10. “Term” has the meaning set forth in Section 2.

2. Terms

The term of this Agreement (the “Term”) will be one (1) year, commencing on the Effective Date, and will automatically renew for additional periods of one (1) year each until either party delivers written notice of non-renewal to the other party at least sixty (60) days prior to the end of the Term (including any renewals). Notwithstanding the foregoing, the Term will not expire prior to the completion, termination or expiration of all orders or similar documents executed by the parties and referencing this Agreement.

3. License Grant

Subject to all of the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee during the Term a limited non-exclusive, non-transferrable, revocable license to:

1. Purchase Services from Licensor, and, as applicable, provide Assessment Recipients and Participants with access to such Services, including any associated Software.
   
   
2. Administer the HBDI® Assessment to Assessment Recipients.
   
   
3. Distribute Materials purchased from Licensor to Assessment Recipients and Participants.
   
   
4. Utilize the HBDI® Assessment, Materials and Services to provide training, development, coaching and or counseling to Assessment Recipients and Participants.
   
   
5. Permit Participants to retain solely for their own use and reference Participant Materials distributed to them by Licensee in connection with training, coaching or counseling provided by Licensee.

If Licensee desires any other license rights with respect to the HBDI® Assessment or Materials, and if Licensor is willing to grant such license(s), the parties will document their agreement in a signed writing referencing this Agreement.

Licensee shall not transfer Materials to, or access Materials from, any country other than the United States and Canada without the prior written authorization of Licensor. Any such authorizations by Licensor as of the Effective Date are attached hereto as Exhibit “A.”

Except as expressly permitted in this Section 3, Licensee shall not use, copy, modify, distribute or otherwise disclose the HBDI® Assessment, Materials or Services in any manner. A separate copy of the applicable Participant Materials must be purchased for each Participant trained by a Practitioner. Such Participant Materials shall not be re-used to train additional Participants.

Licensee acknowledges and agrees that, subject to the license grant above, Licensor retains all  rights, title and interest in and to the HBDI® Assessment, the Materials, Services and Software, including all intellectual property rights thereto. Licensee shall not use any logo or trade names of Licensor without written authorization from Licensor.

4. Ownership of Materials

The HBDI® Assessment, Materials, Services and Software, including any modifications, enhancements and derivative works thereof (collectively, “Derivative Works”), are and shall  remain the exclusive property of Licensor.  If and to the extent Licensee is deemed to have any rights in any Derivative Works hereunder, Licensee hereby irrevocably assigns and transfers to Licensor any and all of Licensee’s rights, title and interest in and to such Derivative Works. Licensee waives and further agrees not to assert any moral or comparable rights that Licensee may have in the Derivative Works, including without limitation, any right to prevent modification, any right to receive attribution of authorship, or any right to control Derivative Works.  Upon request, Licensee shall deliver to Licensor fully executed documents giving full effect to Licensor’s rights, title and interest as contemplated by this Section 4.

5. Practitioner Certification

Licensee acknowledges and agrees that any persons who administer, process, teach, interpret, or facilitate the HBDI® Assessment must be trained and certified by persons designated by Licensor to provide such training and certification. Persons who receive certification are referred to herein as “Practitioners.” If Licensee is an individual, he or she must be certified as a Practitioner before conducting any of the foregoing activities. If Licensee is an Organization, Licensee must ensure that any individuals conducting any of the foregoing activities on behalf of Licensee are certified as Practitioners.

Licensee further acknowledges and agrees that additional training and certification (beyond basic Practitioner certification) are required prior to Practitioners’ use of certain Materials to train Participants. For example, Level I and Level II or Whole Brain® Certification are required before a Practitioner may train Participants using The Business of Thinking® Materials. Specific certification requirements are located at www.thinkherrmann.com. Licensee is responsible for determining, understanding and complying with all certification requirements prior to utilizing any training Materials.

Practitioners must adhere to all of Licensor’s guidelines, policies and procedures pertaining to instruction, interpretation, and application of the HBDI® Assessment.  If Licensee is an Organization, Licensee is also responsible to ensure such compliance.

Licensor reserves the right to modify its certification requirements in its sole discretion and to require additional training from time to time in order for Practitioners to maintain their certified status. Licensee acknowledges that Licensor will charge fees for all training and certification Services.

Licensor may revoke the certification of any Practitioner for good cause, including, without limitation, the Practitioner’s failure to follow Licensor’s guidelines, policies and procedure, or Licensor’s good faith belief that the Practitioner is no longer willing to or capable of upholding Licensor’s quality standards for training. If Licensee is an Organization, Licensee may also revoke the certification of any Practitioner for whom the Organization has paid certification. A party will give written notification to the other party of any certification revocation within ten (10) business days following the revocation. Should a Certified Practitioner no longer be available to Licensee for any reasons, such as leaving the employ of Licensee, Licensee will immediately suspend all HBDI® Assessment administrations and associated training utilizing Materials until a new Practitioner has been trained and certified by Licensor. In the interim period, Licensee may contract with Licensor for the provision of a Practitioner, if required.

6. Data and Privacy Protection

Licensee agrees that only Practitioners may administer the HBDI® Assessment; handle or review the assessment survey forms; process the assessment surveys or any derivative data; prepare, collate, distribute, or present information concerning individual profile packages; or disseminate any other assessment-related or derivative information.

Licensee agrees that, under no circumstances, will Licensee disclose, or permit to be disclosed, any Assessment Recipient's assessment profile or other personal data to anyone other than Licensor, Practitioners or Assessment Recipients to whom the personal data apply without the prior explicit consent of the Assessment Recipients. Licensee further agrees that, under no circumstances, will Licensee use assessment profiles or other personal data for inappropriate or illegal discrimination against any individual.

Licensee will ensure that all HBDI® assessment data and other personal data regarding Assessment Recipients will be stored and processed securely. Where electronic storage is employed, access will be denied by fully secure means to all but Licensee and Practitioners. Licensee will comply fully with all data security and privacy laws applicable in every jurisdiction in which Licensee operates or in which Licensee controls or processes personal data in connection with this Agreement, including, without limitation the EU General Data Protection Regulation ("GDPR").  Licensee will indemnify Licensor and Licensor’s owners, directors, employees, agents and representatives ("Indemnified Parties"), and hold them harmless, from any and all claims and liabilities (including reasonable attorneys' fees) which may arise from Licensee’s failure to comply with such laws.

Without limiting the generality of the foregoing, the parties will comply with the following terms and conditions respecting their handling of personal data they may receive from one another or from others in connection with this Agreement:

1. Each party will process such personal data only for purposes consistent with the specific consent provided by the individual to whom the information pertains.
   
   
2. Each party will promptly notify the other party if it determines that it can no longer meet its obligations set forth above and will cease processing personal data and take other reasonable and appropriate remedial steps.

The terms of that certain Data Protection Addendum (DPA) entered into by and between the parties are hereby incorporated herein and further specify each party’s obligations with respect to Personal Data and information management. Nothing in the DPA shall be construed to limit either party’s obligations as set forth herein. For purposes of this Agreement, each reference to “Client” in the DPA shall be deemed to be a reference to Licensee. 

7. Prohibited Use of HBDI® Assessment

Licensee acknowledges that the HBDI® Assessment only measures thinking preferences, not situational abilities; and, additionally, the survey form can be manipulated by unauthentic responses. Therefore, Licensee agrees the instrument will not be used by Licensee for selecting employees for hiring, firing or promotion purposes.

8. Modification of the HBDI® Assessment, Materials, etc.

Licensor may modify or adjust the HBDI® Assessment, the Materials, the Services and Licensor’s policies, guidelines and pricing from time to time, in its sole discretion.

9. Pricing, Invoicing and Payment

Unless otherwise provided in a writing mutually executed by the parties, the fees for the HBDI® Assessment, Services and Materials will be those available at the time of purchase through Licensor. All rates and charges for the HBDI® Assessment, Services and Materials are exclusive of Service-related travel expenses, shipping and handling charges, and applicable sales and use taxes. Such expenses, charges and taxes will be invoiced separately to Licensee.

Licensee agrees to pay all amounts invoiced by Licensor for Materials and Services purchased hereunder within thirty (30) days after the invoice date. Finance charges of 1% per month will be assessed on all past due balances until paid. If Licensee fails to provide written notice of a good faith dispute after failing to make payments, Licensor may, in addition to any other available remedies, suspend all Services and Material deliveries to Licensee under this Agreement.

10. Indemnification

Each party will indemnify, protect, defend, and hold harmless the other party from any and all liabilities, obligations, losses, claims, damages, actions, suits, proceedings, costs, and expenses including attorney fees, imposed or incurred by or asserted against the indemnified party or its permitted assigns, arising out of, in connection with, or resulting directly or indirectly from the negligence or willful misconduct of the indemnifying party or its employees or agents in connection with the performance of this Agreement or the use of the HBDI® Assessment,  Materials, Services or Software.

11. Disclaimer of Warranty

Licensor does not warrant, guarantee, or make any representations regarding the use or the results of the HBDI® Assessment in terms of correctness, accuracy, reliability, currentness or otherwise. Neither Licensor nor any person who has been involved in the creation, production or delivery of the HBDI® Assessment will be liable for any direct, indirect, consequential or incidental damages arising out of the use, the results of use, or any inability to use the HBDI® Assessment, Materials, Services or Software. Services, Software and Materials are provided without warranties of any kind, either express or implied to the fullest extent permitted by applicable law, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Licensor uses commercially reasonable industry standard methods to detect and protect electronically delivered Materials, Software and Services against malicious program code insertions. However, Licensor does not warrant that the Services, Software, Materials or their methods of delivery will be free of viruses or other harmful components introduced by third parties.

12. Assignment

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to a successor to substantially all of its capital stock or assets (whether by sale, merger or otherwise), without the consent of the other party; provided that such assigning party gives the other party prompt written notice of such assignment.

13. Cancellation of Services; Return of Materials

If Licensor’s personnel (employees or contractors) are scheduled to deliver Services for Licensee, Licensee may cancel or reschedule such Services without cost or obligation by delivering written notice to Licensor more than fifteen (15) business days prior to the scheduled commencement of the Services. If Licensee reschedules or cancels Services with fifteen (15) business days written notice or less, Licensee will pay a cancellation fee. If no written notice is delivered, Licensee will be liable for all quoted fees and costs of the Service.

If Licensee desires to return unused Materials, Licensee must first obtain a return authorization number from Licensor within thirty (30) business days of receipt of such Materials. Licensor may issue a credit for the returned Materials that are in new condition, but no cash refund will be issued. Licensee is responsible for all return freight charges. A restocking fee of fifteen percent (15%) of the invoiced price will be deducted from the credit issued for the returned Materials. Credits will expire one (1) year after they are issued.

14. Termination

In addition to a party’s termination of this Agreement by delivering notice of non-renewal in accordance with Section 2, this Agreement may also be terminated: (a) by Licensee, upon fifteen (15) days written notice, provided that Licensee will remain obligated to pay for all Materials and Services delivered or performed by Licensor prior to the date of termination, and for any cancellation fees described in Section 13; (b) by written notice from either party in the event the other party materially defaults in the performance of its obligations hereunder, which default has not been substantially cured within thirty (30) days after written notice has been given to the defaulting party specifying the default; (c) by Licensor immediately, in the event Licensee has breached any license grant provisions set forth in Section 3, or (d) immediately by either party if the other party ceases to conduct business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or become subject to, any proceeding under the Federal Bankruptcy Code or any other statute of any state relating to insolvency or the protection of rights of creditors, or fails to have stayed, within sixty (60) days, any involuntary proceeding brought against it under the Federal Bankruptcy Code or similar statute.

15. Confidential Information

Licensor and Licensee agree that the following will constitute ''Confidential Information'': (a) information relating to this Agreement; (b) information of a party that is of such a nature that a reasonable person would believe it to be confidential or proprietary information; and (c) information that either party has received from a third party under an obligation of confidentiality.  Notwithstanding the foregoing, the following information will not be deemed to be Confidential Information: (w) information that is now, or hereafter becomes, generally available to the public through no fault of the receiving party; (x) information that is known by the receiving party prior to the disclosure with no obligation of confidentiality; (y) information that becomes known to a party through a third party that is under no obligation not to disclose it; and (z) information that is independently developed by a party without use of, or reference to, the Confidential Information of the other party.  During the Term of this Agreement, and thereafter for a period of two (2) years, or, if sooner, until the Confidential Information no longer qualifies as such under this Section 14, each party agrees to maintain the other party’s Confidential Information as strictly confidential and not to, directly or indirectly, disclose or reveal it to any third party, or seek to use it for any purpose, except for the purposes contemplated in this Agreement or as required by a court or government authority of competent jurisdiction after first notifying the disclosing party of such disclosure requirement.

16. Governing Law

This Agreement will be construed pursuant to the laws of the State of North Carolina, USA. The parties agree that any action brought by either party against the other in connection with any rights or obligations arising out of this Agreement will be instituted only in a federal or state court of competent jurisdiction located in North Carolina.

17. Entire Agreement; Modification; Waiver

This Agreement contains the entire agreement of the parties concerning the HBDI® Assessment, Services, Software, Materials and other subject matter contained herein, and supersedes any other prior agreements, understandings, representations, promises, or conditions relating to the same.

Any changes, additions, or deletions of this Agreement must be in writing and signed by each of the parties. Waiver by either party of a breach of any provision of this Agreement will not be construed as a waiver of any different or subsequent breach of this Agreement.

18. Notices

Notices permitted or required under this Agreement are deemed to have been given when delivered, or upon receipt by certified or registered mail, postage prepaid, properly addressed to the parties as follows:

Licensor:

Herrmann International, Inc.
1639 College Ave
Suite 150, PMB 111
Spindale NC 28160

19. Force Majeure

Each party will be excused from performance hereunder (except for the payment of money due) for any period and to the extent that it is prevented from performing its obligations, in whole or in part, as a result of delays caused by the other party or by an act of God, war, civil disturbance, terrorism or nonperformance by third party providers of goods or services, and such nonperformance shall not be a default hereunder or, except as provided in this Section 17, a ground for termination. The party excused by the force majeure event will use its best efforts to alleviate the consequences of such event. If the force majeure event continues to prevent the performance of a material obligation for more than thirty (30) days, the party having the right to receive the affected performance will have the right to terminate this Agreement upon written notice.

20. Force Majeure

The parties are independent contractors. Neither this Agreement nor any terms and conditions contained herein will be construed as creating a partnership, joint venture or agency relationship. Neither of the parties has any authority to bind the other or otherwise to act in any way as the representative of the other party except as expressly agreed in this Agreement or in another writing.

21. Survival

Rights and obligations under this Agreement which by their nature should survive will remain in effect after termination or expiration of this Agreement.

22. Enforcement and Interpretation

If either party brings an action against the other party to enforce its rights under this Agreement, the prevailing party will be entitled to recover its actual attorneys’ fees and expenses incurred in resolving such action, whether by lawsuit or otherwise and including any appeal.

In the event any portion of this Agreement is deemed to be invalid under any applicable law, such provision will be deemed void, and the remainder of this Agreement will continue in full force and effect. The title headings contained in this Agreement are for reference purposes only and have no interpretive effect on the rights and obligations of the parties.

23. Execution

By consenting to and completing the registration process, the Licensee acknowledges and agrees to be bound by the terms and conditions of this Agreement.

This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one instrument.

In witness whereof, the Licensor and the Licensee, through their respective authorized representatives, acknowledge and accept this Agreement as binding and effective upon registration completion.