Terms and conditions

This Non-exclusive License Agreement (“Agreement”) is entered into by and between Southern Hills Property Group, LLC, a Texas limited liability company (“SHPG”) and Client, as identified in the signature block herein below, to be effective for all purposes as of the date of the last signature below (“Effective Date”). SHPG and Client shall be referred to individually as a “Party” and collectively as the “Parties.” For good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge and accept, the Parties agree as follows:

  1. Non-exclusive License:  Subject to the terms and conditions of the Agreement, SHPG grants to Client a non-exclusive, non-transferable license to access and use the course materials identified in Exhibit A (the “Licensed Content”) for the purposes of and only for the purposes of self-study and self-training in the real estate investment industry. Client may use the Licensed Content for its own benefit or for the benefit of (a) Client’s business partners or joint venturers, if Client is an individual, or (b) the individuals who work for Client on a fulltime basis or who have an ownership interest in Client, if Client is an entity (each individual referenced in subparts (a) and (b) shall be called an “Authorized Individual”; all other individuals or entities shall be called an “Unauthorized Individual”). Client may not, however, show, transfer, or sublicense the Licensed Materials to any Unauthorized Individual, whether in whole or in part, in any form, whether modified or unmodified. The Licensed Content will be accessible via one single username and password, which shall not be used by any Unauthorized Individual. Client shall not copy or allowed to be copied any of the Licensed Content. In the event Client breaches this provision, whether intentionally or unintentionally, Client shall pay SHPG the sum of $10,000 per breach (i.e. per copy made of any portion of the Licensed Content or per access by any Unauthorized Individual), which the Parties agree constitutes the fair market value of the Licensed Content in its copied form or as viewed by any Unauthorized Individual. The term of the license referenced above shall be 12 months from the date Client receives its login credentials. SHPG shall at all times retain ownership of the Licensed Content.
  1. Consideration:  In exchange for the license identified in Section 1 above, Client shall pay SHPG the Initial Payment and the Additional Consideration set forth herein below:  
    1. Initial Payment:  Client shall pay the sum of $_________________________, which is due and payable immediately upon execution of this Agreement; and 
    2. Additional Consideration:  Client shall pay SHPG fifty percent (50%) of its net profits from any real estate deal that Client puts under contract or that closes within 12 months from the date Client first accesses the Licensed Content. To effectuate this term, Client agrees that (a) it will immediately notify SHPG of all deals subject to this provision; that (b) it will close all deals subject to this provision at a title company jointly selected by Client and SHPG; and that (c) Client shall not send any deals it identifies to any other individual, partner, family member, or affiliated entity for the purposes of avoiding payment of the Additional Consideration provided herein—it being the express intent of the Parties that the Additional Consideration shall apply to any deal that Client acquires or closes, whether directly or indirectly, for the term set forth above. Client shall maintain accurate records of its operations and, upon 14 day’s request by SHPG, shall disclose to SHPG all such records. 
  2. No Competition in Violation of Agreement:Client agrees that, as a result of the license granted to it in Section 1 above, it has or will become familiar with SHPG’s confidential and proprietary business strategies, techniques, and models which constitute trade secrets owned exclusively by SHPG (the “Confidential Information”). Client also agrees and acknowledges that the Confidential Information is a valuable, special, and unique asset and that the covenants contained herein are essential for the protection of the Confidential Information and other trade secret and proprietary information of SHPG. Client covenants and agrees that, during the Restricted Period, Client shall not  whether through or on behalf of parent, subsidiary, affiliate, family member or business partner or joint venturer, and shall not assist any other person or entity to, in each case, directly or indirectly: (i) engage, including as officer, legal representative, employee, agent or counsel, in any Competing Business; (ii) finance, in any manner whatsoever, any person or entity that is engaged in any Competing Business; or (iii) own, in any manner whatsoever, whether directly or indirectly, a shareholding or other interest in any entity engaged in any Competing Business; including any voting rights or any other rights giving access directly or indirectly, immediately or in the future to its share capital, in each case in Texas; provided, however, that these covenants and restrictions shall not apply to any Competing Business that has been made known to SHPG and from which Client is paying the Additional Consideration required in Section 2 above.  The Parties agree that the covenants set forth in this Section 3 (x) are reasonable with respect to duration, geographical area, and scope, (y) are reasonable restrictions to protect the legitimate business interests and goodwill of SHPG, and (z) are ancillary to or a part of an otherwise enforceable contract that is supported by adequate consideration. As used herein, “Restricted Period” means the (a) term of the license granted in Section 1 above or (b) the date of the final closing on any deal subject to Section 2(b) above, whichever is later; provided, however, that in the event Client has breached this Agreement in any way, the Restricted Period shall be extended for a period of 12 months from the date of Client’s last breach of this Agreement. As used herein, “Competing Business” means any business competing with the activities performed by SHPG or the activities described in the Licensed Content, including without limitation investing, financing, wholesaling, flipping, constructing, developing, leasing, or making any profit from real estate.
  3. Damages & Attorney’s Fees: In the event Client breaches any term in this Agreement, SHPG shall be entitled to recover from Client the damages set forth in Section 1 above, plus SHPG’s actual damages proximately caused by Client’s breach, plus all of SHPG’s attorney’s fees, court costs, and expert fees that are actually incurred, whether Client believes such fees and costs are reasonable or not. In the event SHPG breaches any term in this Agreement, Client’s sole and exclusive remedy is a refund of the Initial Payment made under this Agreement.
  4. Specific Performance & Injunctive Relief:  Client acknowledges and agrees that the SHPG may be irreparably damaged in the event that any of the terms or provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Therefore, notwithstanding anything to the contrary set forth in this Agreement, Client hereby agrees that (i) SHPG shall be entitled to an injunction or injunctions to prevent breaches of any of the terms or provisions of this Agreement and to enforce specifically the performance by Client under this Agreement and that (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, SHPG would not have entered into this Agreement. The equitable remedies described in this Section 5 shall be in addition to, and not in lieu of, any other remedies at law or in equity SHPG may elect to pursue. 
  5. Limitations and Liability:  Client acknowledges, understands, and agrees that profit through real estate is not guaranteed and that access to the Licensed Content alone does not guarantee or ensure Client’s success. Client further acknowledges, understands, and agrees that Client will be required to, among other things, invest monthly in marketing and other strategies in order to generate business leads and take daily actions to facilitate its business operations in order to be successful in this industry. 
  6. No State-Law Partnership or Fiduciary Duties by SHPG: This Agreement does not create a partnership or joint venture by or between SHPG and Client, nor does it give rise to any fiduciary duties whatsoever by SHPG to Client. The only fiduciary duty created under this Agreement is the duty of full disclosure that Client owes to SHPG as set forth in Section 2(b) above as well as the duty that Client owes under Sections 2 & 3 above not to compete with SHPG if such competition violates this Agreement.  
  7. No Representations: By signing this Agreement, Client acknowledges, agrees, and understands that (a) SHPG has not represented, promised, guaranteed, or warranted that Client will make money or otherwise be successful in the real estate or any other industry; that (b) profit through real estate is not guaranteed; that (c) access to the Licensed Content alone does not guarantee or ensure Client’s success; that (d) Client will be required to, among other things, invest monthly in marketing and other strategies in order to generate business leads; and that (e) Client must take daily actions to facilitate its own business operations in order to be successful in this industry, as SHPG has not committed or agreed to take any action on behalf of or for Client unless specifically set forth in this Agreement. Client further agrees that (i) except for that which is specifically written in this Agreement, no promises, representations, or oral understandings have been made regarding Client’s ability to make money in real estate or anything else; that (ii) Client is relying exclusively on its owner judgment in entering this Agreement; and that (iii) Client hereby expressly disclaims any reliance on any promise, representation, or understanding from any literature, statement, or material provided by SHPG in entering into this Agreement.