TEACHER AGREEMENT - Bhakti Marga

BHAKTI MARGA TEACHER AGREEMENT

This Teacher Agreement (hereinafter referred to as the “Agreement”) has been concluded in Heidenrod, Germany on __________________________ by and between:

_____________________________

Bhakti Event GmbH with its registered seat in Heidenrod-Springen, under the address: Am Geißberg 1-8, 65321 Heidenrod-Springen, Germany, entered into company register held by the District Court in Wiesbaden under no.: HRB 23765,
represented by:

Jan Philip Zehner
Fabian Leuzinger
Wlodzimierz Schmidt

hereinafter referred to as: the „Bhakti Event”

_____________________________

hereinafter referred to as: the „Teacher”

_____________________________

hereinafter referred to collectively as the “Parties” and each individually as a “Party”.

The terms used in this Agreement shall have the meaning as specified herein or in the Annex A (Definition) attached hereto.

Whereas:

● Bhakti Event is a company founded to promote internationally Bhakti Marga developed by Paramahamsa Sri Swami Vishwananda (hereinafter referred to as “Guruji”), providing services and support in more than 30 countries all over the world;
● The Teacher has obtained through courses and trainings required skills and knowledge to promote Bhakti Marga,

the Parties have agreed as follows:

1. THE AFFILIATION

1.1. Under this Agreement and its terms and conditions the Teacher is vested with the right to be affiliated as a Bhakti Marga Teacher.

1.2. To use the title of the Bhakti Marga Teacher the Teacher must fulfil following conditions:
1) conclude the agreement with the Country Organisation, under which the Teacher receive the right to use the Intellectual Property related to their Teacher activities (i.e. to teach Atma Kriya Yoga, Babaji Surya Namaskar, Painting Meditation, Puja, Mudras etc. ), regarding the Teacher’s Activities to be provided by the Teacher on the territory of ___________ (“Territory”);
2) comply with the terms of this Agreement;
3) perform following duties (jointly referred to as the “Teacher’s Activities”) under the agreement with the Country Organisation:
(a) provide trainings and courses (incl. within the events organised by the Bhakti Event or the Country Organisation);
(b) spread Bhakti Marga’s ideas and objectives;
(c) promote the courses and trainings, especially through Teacher’s social media platforms (such as Facebook, Instagram, Twitter, LinkedIn).

1.3. The Teacher undertakes to apply and introduce to his/her Teacher’s Activities all the rules and obligations specified in Bhakti Marga’s handbooks and manuals and any other promotional and organisational materials delivered to him/her in his/her personal Bhakti Marga’s web account. The above-mentioned applies especially to Bhakti Marga Teacher’s handbook.

1.4. This Agreement does not constitute the Teacher’s obligation to perform specific Teacher’s Activities. Such obligation shall arise from the agreement concluded by the Teacher with the Country Organisation. The Teacher shall not be deemed as Bhakti Event’s representative under the Agreement, nor as Bhakti Event’s employee, as the Agreement does not constitute an employment relationship between the Parties. Under this Agreement none of the Parties is entitled to receive any for any remuneration from the other Party nor is obliged to pay any costs incurred by the other Party.

2. LIABILITY, INDEMNITY AND ACCOUNTABILITY

2.1. The Teacher is liable for non-performance or improper performance of obligations arising from the Agreement, as well as tortious liability, on general terms, subject to the provisions of this paragraph.

2.2. Bhakti Event will not be liable for the activities conducted by the Teacher as a result of the performance of the Teacher’s Activities resulting from the agreement concluded with the Country Organisation.

2.3. Bhakti Event accepts no liability for any consequences, whether direct or indirect, that may come about from the Teacher providing the Teacher’s Activities. The Teacher will indemnify and hold harmless Bhakti Event, its employees, agents, officers or sub-contractors with respect to all claims, demands, actions, costs, expenses, losses, damages and all other liabilities arising from or incurred by reason of the actions and/or omissions of the Teacher in relation to the performance of the Agreement, the non-fulfilment of obligations of the Teacher under this Agreement or its obligations to third parties.

2.4. None of the Parties to the Agreement shall be liable for non-performance or improper performance of obligations arising from the Agreement as a consequence of Force Majeure.

3. QUALITY OF TEACHER’S ACTIVITIES

3.1. The Teacher is not subject to any direct instructions from the Bhakti Event when carrying out Teacher’s Activities. This does not affect the Bhakti Event ‘s quality guidelines for the execution of Teaching Activities. Bhakti Event will monitor the proper performance of the Teacher’s Activities throughout the term of the Agreement and reserves the right to carry out Supervision, after giving a reasonable notice (at least 14 days) to the Teacher. The Teacher shall be available to meet with, answer questions and provide requested information to Bhakti Event during the Supervision.

3.2. Bhakti Event reserves the right to test the Teacher’s knowledge periodically (terms to be specified), especially by carrying out the examination sessions for the Teacher (including online examination sessions).

3.3. If the quality of the Teacher’s Activities provided by the Teacher is deemed unsatisfactory by Bhakti Event Bhakti Event will be entitled to:
1) order the Teacher to improve the quality of the Teacher’s Activities, especially by indicating the possible ways of improvement with regard to the specific Teacher’s Activities;
2) terminate the Agreement as set out in Clause 4.3 of the Agreement.

4. TERMINATION OF THE AGREEMENT

4.1. This Agreement shall take effect upon being signed by both Parties and is concluded for an indefinite period.

4.2. Either Party may terminate this Agreement at any time by giving at least three (3) months written notice to the other Party.

4.3. Bhakti Event may by notice in writing to the Teacher terminate this Agreement with immediate effect if any of the following events occur:
1) the Teacher’s agreement with the Country Organisation has been terminated;
2) the Teacher intends to use, has used in the past, or uses, the sublicense granted to him under the agreement with Country Organisation contrary to the provisions of this sublicense;
3) the Teacher is, in the reasonable opinion of Bhakti Event, providing the Teacher’s Activities in a negligent manner, especially if the evaluation of the Teacher’s performance with regard to the provision of the Teacher’s Activities is negative;
4) Bhakti Event determines that the Teacher has:
(i) acted dishonestly or negligently at any time during the term of this Agreement and to the detriment of Guruji or Bhakti Event; or
(ii) through act or omission unfairly brought, or are likely to unfairly bring, Bhakti Event’s trademarks, name or reputation and/or Bhakti Event itself into disrepute;
5) without prejudice to the foregoing the Teacher commits a material breach of the Agreement that is either incapable of remedy or, where it is capable of remedy, has not been remedied by the Teacher (to the reasonable satisfaction of Bhakti Event) within thirty (30) days of receiving written notice from Bhakti Event detailing the breach and requiring it to be remedied which taken together constitute a material breach. For the avoidance of doubt the material breach of the Agreement shall constitute the violation of:

(i) Confidentiality obligations as specified in Clause 5;
(ii) allows publications on media platforms that are under the Teacher’s responsibility, which are incompatible with the teachings/ideology of Bhakti Event or Guruji, or which does not correspond with the rules laid down in the handbooks and manuals specified in Clause 1.3 of;
(iii) does not consider any longer the Appointed Swami designated as responsible for the Territory,
(iv) acts in a way which results in the relationship of trust between the Parties is disturbed/destroyed due to significant differences.
6) the Teacher ceases to operate for any reason or becomes insolvent, or he/she is declared bankrupt, or he/she is placed into receivership, administration or liquidation, or a petition has been presented for his/her winding up, or he/she enters into any arrangement or composition for the benefit of his/her creditors, or he/she is unable to pay his/her debts as they fall due.

4.4. On termination of this Agreement the Teacher loses the right to be affiliated as the Bhakti Marga’s. The Teacher has to cease all activities under the name/brand of “Bhaktimarga“ or “Bhakti Marga“ and return all provided materials immediately. All activities conducted by the Teacher using the Intellectual Property, esp. via electronic media, have to be stopped immediately.

5. CONFIDENTIALITY

5.1. The Teacher shall maintain strict confidentiality consisting in the fact that the Teacher may not disclose Confidential Information to any third party without Bhakti Event’s prior written consent, unless disclosure is expressly permitted by the Agreement.

5.2. The Teacher shall not use Confidential Information otherwise than within the framework of the performance of the Agreement.

5.3. The obligation of maintaining the confidentiality does not apply to information or materials:
1) disclosure of which is required by the mandatory provisions of law,
2) which are disclosed at the request of the entity authorised to audit, provided that the authority has been informed about the confidential character of the information,
3) which are commonly known,
4) which have been or will be obtained by the Teacher from a third party, unless the provisions of applicable law or contractual obligation binding that party do not prohibit the disclosure of information by them and the Party has not undertaken to maintain the confidentiality,
5) which the Teacher has obtained in accordance with the applicable provisions of law, before the date of obtaining such information on the basis of the Agreement.

5.3. In the event that the Teacher is required by a court order or a government authority order to disclose Confidential Information or the obligation to disclose such information results from the provisions of law, the Teacher shall immediately inform Bhakti Event about that fact in writing and inform the recipient of the information or materials about their confidential character.

5.4. The obligation of confidentiality referred to in the sections above shall also apply after the expiry of the other obligations arising out of the Agreement or after the withdrawal or termination of the Agreement by any of the Parties.

6. DATA PROTECTION

6.1. The Parties stipulate that all relevant terms and conditions with regard to the processing of the data resulting from the performance of the Agreement, including rights and obligations of controllers with regard to the joint processing of personal data has been regulated in separate agreements concluded by the Teacher and the Country Organisation and the Country Organisation and Bhakti Event. The Teacher’s data from this Agreement as well as the certified teacher qualification will be transferred to the Country Organisation, this transfer is necessary for the performance of the Agreement and takes place on the basis of pre-contractual measures as preparation for the conclusion of a contract with the Country Organisation according to Art. 6 lit. b GDPR and on the basis of the legitimate interest according to Art. 6 lit. f GDPR, in concluding a contract with the Country Organisation as well as holding courses for Country Organisation.

7. FINAL PROVISIONS

7.1. The Agreement will be governed by and construed in accordance with German law and the Teacher hereby irrevocably submits to the non-exclusive jurisdiction of the German courts (i.e. the court with jurisdiction over the registered seat of Bhakti Event). The submission to such jurisdiction will not (and will not be construed so as to) limit the right of Bhakti Event to take proceedings against the Teacher in any other court of competent jurisdiction, nor will the taking of proceedings by Bhakti Event in any one or more jurisdictions preclude the taking of proceedings by Bhakti Event in any other jurisdiction, whether concurrently or not.

7.2. The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement. If the Parties are unable to resolve a dispute, any dispute will be resolved by the court having jurisdiction for disputes relating to the Agreement as specified in Clause 7.1.

7.3. This Agreement constitutes the entire agreement between the Parties and supersedes all negotiations, representations or agreements either written or oral preceding it.

7.4. If any provision of the Agreement is for any reason invalid or unenforceable, the remaining provisions shall remain in force and the Parties shall, at the request of any of them, replace the invalid (unenforceable) provisions with provisions that are legally valid and have the economic effect as similar as possible to the replaced provision.

7.5. If any of the Parties changes their address, a notice sent to their previous address, before receiving by the sending Party a written notice of change of the address, shall be deemed to be effectively delivered to the Party who has changed the address.

7.6. Any amendments to the documents specified in Clause 1.3 above will be made by Bhakti Event on its own discretion and will be communicated to the Teacher at least in 14-days advance and the Teacher undertakes to apply and introduce the above-mentioned amendments to his/her activity. The amended text of documents shall be available for the Teacher in his/her personal Bhakti Marga’s web account. For the avoidance of doubt the Parties agree that any amendment to the above-mentioned documents does not constitute an amendment to this Agreement.

7.7. The Agreement is drawn up in two counterparts, one for each Party.

7.8. The Annexes to the Agreement indicated below constitute an integral part of the Agreement:

Annex A:
Definitions

The terms used in this Agreement shall have the meaning as specified below:

“Agreement” – Bhakti Marga’s Teacher Agreement concluded by Bhakti Event GmbH with its registered seat in Heidenrod-Springen and the Teacher;
“Bhakti Marga” – means the name of the international mission to show people the simplest way to discover their eternal personal relationship with God, which was developed by Guruji;
“Confidential Information” – means all documentation as well as commercial and organizational information, including materials and products of a commercial or organizational nature, such as e.g. The Teacher’s Handbook and this Agreement, as well as any information that has a commercial value for Bhakti Event, associated with the business activities conducted by Bhakti Event, constituting a business secret within the meaning of applicable provisions of German law, including Bhakti Event’s Know-how, disclosed or submitted to the Teacher in any form in connection with the conclusion and performance of the Agreement;
“Copyright Law” – means the Copyright Act of 9 September 1965 (Federal Law Gazette I, p. 1273) with all amendments thereto;
“Country Organisation” – means the local licensed by Bhakti Event legal entity representing Bhakti Marga and Bhakti Event in the Territory that the Teacher conducts his/her activities on;
“Force Majeure” – means external events of an extraordinary nature, caused by the reasons impossible to foresee, which occurred after concluding the Agreement and were completely out of the Parties’ power and control;
“GDPR” – means the General Data Protection Regulation (Regulation (EU) 2016/679);
“Intellectual Property” – means all the subjects of intellectual property rights developed and vested in Bhakti Event before the date of conclusion of the Agreement, including i.a.:
- works and subject-matters of related rights especially within the meaning of the Copyright Law, including author’s economic rights, as well as other rights to the above-mentioned subjects, especially right to the following subjects:
  - photographic works, including such works that are produced in a similar manner as photographic works, video and audio recordings of Guruji;
  - quotes and lessons of Guruji (spoken and in writing);
  - the teachings of Guruji, particularly the following terms and their associated contents/techniques:
    - Atma Kriya Yoga;
    - OM Chanting;
    - Babaji Surya Namaskar;
    - Project Mantra;
    - Special mudras from Guruji;
    - Sri Yantra;
  - books, booklets, videos and music, CDs and all other CDs from Guruji, also the recordings which are produced in Guruji’s name or in the name of Bhakti Marga or Bhakti Event;
  - content of marketing materials (such as banners, leaflets, videos and recordings, etc.);
  - publications on Bhakti Event’s social media platforms (such as: Facebook, Instagram, LinkedIn, Twitter, TikTok) and the content published on Bhakti Event’s website under the domain: https://bhaktimarga.org/ and https://paramahamsavishwananda.com/;
  - advertising and educational materials (especially videos and music recordings) published on streaming (both music and video) platforms (such as Spotify, YouTube, etc.)
  - materials regarding Bhakti Event’s structure, objectives, as well as techniques and rules of organising the trainings and courses (such as handbooks, manuals, etc.);
  - slogans “Love, Patience & Unity“, “Just Love“ and related terms Bhakti Marga and Bhaktimarga;
  - the name of Guruji (i.e. the name Paramahamsa Vishwananda, Swami Vishwananda or similar);
  - all materials constituting the Visual Identity of Bhakti Event as set out in the Global Brand Guide;
- other rights not indicated above, including i.a. rights specified in the international law, the European Union law as well as the national law of other states than the Federal Republic of Germany, especially rights in databases, rights in Internet domain names and website, addresses and other rights in trade names, trade secrets and other rights in Confidential Information;
“Teacher’s Activities” – means all activities set out in Clause 1.2.3. of the Agreement;
“Teacher’s Handbook” – means the handbook provided to the Teacher developed and constantly updated by Bhakti Event, including all materials and information regarding the proper performance of the trainings, teachings and courses developed by Guruji or Bhakti Event, as well as other organisational matters;
“Supervision” – means all the supervisory activities, which are conducted by Bhakti Event or one or more persons appointed by Bhakti Event, in order to assess the quality of Teacher’s Activities. Evidence will be collected through a review of documents and interviews with the Teacher.

Any reference to German primary legislation (Acts) in this Agreement includes reference to any changes to or replacement of those Acts.