Master Training, Confidentiality, Non‑Competition & Licensing Agreement
THIS AGREEMENT is made as of [Date] between:
The Company: MasterpieceFactory Inc and/or Christopher A. Chaplin / TaTa OmEnSaOhTa (“Grantor”, “teacher”, “Company”)
The Participant: Your name here (“Participant”)
Recital – Trade Secret Nature
Whereas the Company’s Methods (defined below) are valuable, confidential trade secrets that are not publicly known, that give the Company a competitive advantage, and that are protected without registration by virtue of their secrecy and the unique fingerprints they leave on any work created with them; and whereas the Participant acknowledges that any unauthorized disclosure or use will cause irreparable harm to the Company.
1. Purpose & Overview
Participant will receive training in proprietary methods owned by Company, including SoundLogic™, TaOnGoDo™, OmenOlogy™, Mathorian Kagodora™, all intellectual creations, slogans and the teachings of Christopher A. Chaplin (TaTa OMENSaOhTa Ra the Sound Messiah) (collectively “Methods”). In exchange, Participant agrees to the confidentiality, non competition, and licensing terms below.
During or after training, if Participant wishes to sell any product or service online using the Methods, including operate a franchise social / residential community location, Participant must:
- Obtain written approval from Company (Exhibit A)
- Sign this Agreement (including licensing terms)
- Pay annual fees/royalties as described in Section 5
2. Confidential Information & Trade Secrets
2.1 Definition.
“Confidential Information” includes, but is not limited to: all Methods (SoundLogic™, TaOnGoDo™, OmenOlogy™, Mathorian Kagodora™, the teachings of Christopher A. Chaplin, the taongodo formula, time systems, ray counters, training materials, client lists, and any Derivative Works until approved).
2.2 Trade Secret Status.
The Company’s Methods are maintained as trade secrets under the laws of Florida, Ontario, and internationally. They are not registered with any government and are protected solely by this Agreement and by the Company’s continuous efforts to keep them privileged and secret. The Participant acknowledges that trade secret protection is indefinite and does not expire.
2.3 Proof of Trade Secret Misappropriation.
The Company’s Methods impart unique, identifiable characteristics (“fingerprints”) to any product or service created using them. The Participant agrees that if any product or service they produce after training exhibits those fingerprints, it shall be rebuttable evidence that the product or service was derived from the Company’s trade secrets. The burden shall then shift to the Participant to prove independent creation without access to Confidential Information.
2.4 No Reverse Engineering or Clean Room Defence.
Because the Participant receives direct training in the trade secrets, any claim of independent development or “clean room” design shall not be accepted unless the Participant can provide documented evidence of prior, independent creation that predates their training and that does not incorporate any of the Company’s fingerprints.
2.5 Non Disclosure Obligations.
Participant shall not, during training and for 5 years after termination (or indefinitely for trade secrets):
- Disclose Confidential Information to any third party
- Use Confidential Information except for training or as expressly licensed
3. Non Competition
To protect Company’s trade secrets and goodwill, Participant agrees:
(a) During training and for 3 years after termination (or longer if a license is active), Participant shall not, anywhere in the world, directly or indirectly:
- Own, operate, manage, or work for any business that offers TaOnGoDo soundlogic decoding, language, or consciousness mapping services substantially similar to Company’s Methods
- Teach, consult, or provide any service using Company’s Methods except as licensed in Section 5
(b) A breach of this non competition clause entitles Company to immediate injunctive relief and all legal remedies.
(c) Presumption of Harm. Any breach of this non competition clause shall be presumed to involve the use or disclosure of trade secrets, entitling the Company to immediate injunctive relief without the need to post bond.
(d) Unauthorized Use – Retroactive Fees & Per Creation Charges
(i) Implied Agreement by Participation. By accessing any training material, attending any lesson (live or recorded), or otherwise receiving any Confidential Information (including trade secrets) from the Company – whether through a website, social media, email, or in person event – the Participant agrees to be bound by all terms of this Agreement, including this Section 3(d). No written signature is required for this Agreement to become effective if the Participant has knowingly received or used the Company’s trade secrets.
(ii) Demand for Course Fee. If the Company determines that a person (the “User”) has received training or access to trade secrets without having paid the then current course fee (whether through free trial, unauthorized access, or any other means), the Company may demand payment of the full course fee as a condition of avoiding legal action. The User shall pay that amount due for previous months accepting teaching services retroactive to discovery of violating terms of this agreement and agree to pay the remaining balance of $36,000 commercial training license package within 14 days of written demand.
⚠ Cancellation Without Refund. If a User has paid any amount for this agreement or any other agreement it may be negotiating or paying into with the company but subsequently breaches this Agreement (including by using trade secrets without a license or failing to give credit), the Company may cancel this and any other agreement immediately and no refund of any kind shall be due, including for unused training, residential, or prepaid license fees.
(iv) Per Creation Fee for Unlicensed Use. If the Company finds that a User has produced, distributed, or commercially exploited any product, service, or work (each a “Creation”) that bears the Company’s trade secret fingerprints (as defined in Section 2) and that was produced without a valid license under Section 5, the Company may charge a per creation fee of $5,000 per Creation. Each discrete work (e.g., each audio file, each written document, each coaching session) may be treated as a separate Creation. The Company may also seek the greater of $888 or 8% of gross revenue from all such Creations as an alternative remedy.
(v) No Waiver of Other Remedies. These fees are in addition to, not in lieu of, any other remedies available at law or in equity (including injunctive relief, damages for misappropriation, and legal fees). The Company may pursue all remedies simultaneously.
4. Training & Approval of Work
- Participant pays a training fee of $36,000 at $800 per month (non refundable).
- Training duration: as long as Company determines is necessary.
- Before any commercial use, Participant must submit a detailed description of the proposed product/service to Company for written approval (Exhibit A). Company may withhold approval for any reason, including failure to accept licensing terms.
5. Licensing Terms (Online Sales Only)
If Company approves Participant’s work (Exhibit A), Participant becomes a Licensee and must comply with this Section.
5.1 Scope of License
Company grants Licensee a non exclusive, non transferable, worldwide license to:
- Use the Methods to produce and sell the Approved Work exclusively via online sales (websites, social media, digital marketplaces). No physical retail stores, pop ups, or kiosks are permitted except that Licensee may sell from Licensee’s own primary place of business (e.g., a home office or studio) provided it is not open to the general public as a retail shop.
5.2 Annual Royalty – $888 or 8% (whichever is greater)
For each calendar year (or partial year) that this license is active, Licensee shall pay Company an amount equal to the greater of:
- $888 USD, or
- 8% of Gross Revenue from online sales of the Approved Work during that year.
Payment terms: Within 30 days after the end of each calendar year, Licensee shall:
- Calculate Gross Revenue for that year
- Pay the greater amount as above
- Provide a written statement of Gross Revenue
First year: If the license starts mid year, the payment is prorated based on the greater of $888 or 8% of revenue from that partial year.
5.3 No Sub Licensing
Licensee may not grant any sub license or permission for any third party to commercially use the Methods. Only Company may issue commercial licenses.
5.4 Right to Teach Others (with Company’s permission)
Licensee may teach the Methods to third party students only if:
- Each student first signs a copy of this Agreement (or equivalent NDA/Non Compete) directly with Company.
- Licensee pays Company a teaching fee of $88 per student (online followers of a social media channel or podcast qualify as students).
- Licensee ensures each student agrees to the same copyright retention clause (Section 8) in favor of Company.
- Licensee does not grant any commercial license to students.
6. Trademark Usage & Credit (Mandatory)
6.1 Credit to Originator
Licensee must display on any website, sales page, or advertising for the Approved Work the following credit:
Company may specify alternative wording. Failure to display this credit is a material breach.
6.2 No Claim of Origination
Licensee may not state or imply that Licensee is the originator, inventor, or owner of any Company trademark or Method. Licensee may only claim origination of their own Derivative Works (the specific words, art, or craft they create using the Methods).
6.3 Removal of Permissions
Licensee is not granted any right to use Company’s trademarks as a brand name, domain name, or social media handle without separate written permission. The only permitted use is the credit line in Section 6.1.
7. Physical Shop Restriction (Reinforced)
Licensee may not operate any physical retail storefront, pop up shop, booth, kiosk, or temporary location for the sale of the Approved Work. The only physical location where sales may occur is Licensee’s own primary place of business (e.g., a registered home office or studio), and only if that location is not open to the general public as a retail store. All other sales must be online.
8. Copyright Retention by Company
All words, text, audio, visual works, craft, designs, and other creative outputs produced using the Methods (by Licensee or by Licensee’s students) are “Derivative Works.”
- Licensee owns the Derivative Work for the purpose of selling it as the Approved Work, subject to the royalties and restrictions in this Agreement.
- Company retains a perpetual, royalty free, non exclusive copyright license to use, reproduce, display, perform, and distribute any Derivative Work for Company’s own promotional, educational, archival, or internal business purposes, without any payment to Licensee.
- Company may require attribution in any Derivative Work (e.g., “Created using SoundLogic™”).
If Licensee teaches others, Licensee must include an identical copyright retention clause in favor of Company in each student agreement.
Note: For the avoidance of doubt, the copyright license granted to Company does not diminish the trade secret status of the underlying Methods. The Derivative Works may contain the Company’s trade secrets, and Licensee’s ownership of the Derivative Work is subject to the ongoing confidentiality and trade secret obligations of this Agreement.
9. Term & Termination
- Initial term: One year from the date Company approves Exhibit A or from the day the student joins the website and receives teaching from Christopher A. Chaplin and/or purchases intellectual property, whichever is earlier.
- Automatic renewal: Yearly unless either party gives 30 days’ written notice of non renewal, or unless Licensee fails to pay the annual royalty ($888 or 8%).
- Termination for breach: Company may terminate immediately upon any breach (including failure to give credit, unauthorized teaching, non payment, or violation of non competition).
- Effect of termination: Licensee must immediately cease all use of Methods, destroy all Confidential Information, remove any online sales of Approved Work, and pay any outstanding royalties. The copyright retention clause (Section 8) survives termination indefinitely.
10. Dispute Resolution (Mediation + Arbitration)
(a) Mediation: Any dispute shall first be submitted to mediation administered by [mediation service, e.g., JAMS or ADR Institute of Canada] in [Orlando, FL or Toronto, ON]. Costs shared equally.
(b) Arbitration: If mediation fails within 60 days, either party may demand binding arbitration under the rules of the [American Arbitration Association or ADR Institute of Canada] in the same location. The arbitrator may award injunctive relief and damages.
(c) Court action for trade secrets: Notwithstanding the above, the Company may seek emergency injunctive relief from any court of competent jurisdiction to prevent the actual or threatened misappropriation of trade secrets without first complying with mediation or arbitration. For all other claims, arbitration is the exclusive remedy.
11. Legal Fees
The prevailing party in any dispute (mediation, arbitration, or court) shall recover its reasonable attorneys’ fees, costs, and expenses. If the Company has proof of a breach, the filing fees and any court costs are paid by the violator.
12. Governing Law
- If Participant resides in Canada → Ontario law, exclusive jurisdiction of Toronto courts (for non arbitration matters).
- If Participant resides in USA → Florida law, exclusive jurisdiction of Orange County, Florida courts.
- If Participant resides in Jamaica → Jamaican law shall apply to the interpretation and enforcement of trade secret provisions, in addition to the other applicable governing law selected above. The Company and Participant agree that the courts of Jamaica have non exclusive jurisdiction for the purpose of enforcing any judgment obtained in Florida or Ontario.
- For all others → Florida law.
13. Entire Agreement
This Agreement (together with Exhibit A) supersedes all prior understandings. No modification is effective unless in writing signed by both parties.
14. Premium Package – Unlimited Services
14.1 Package Fee & Payment.
The Company offers a Premium Package at a total fee of $36,000 USD (the “Package Fee”). The Package Fee may be paid in monthly instalments of $800 USD for 45 consecutive months. No interest is charged, but late payments shall incur a fee of [$50] per month overdue.
14.2 Services Included (Unlimited).
Upon full execution of this Agreement and payment of the first instalment (or the full Package Fee), the Licensee shall receive, for the duration of the license term:
- Unlimited one on one mentoring – including online video calls, in person meetings (if geographically feasible), chat messages, and phone calls, all directly with the Company or its designated representative.
- Unlimited character mentorship & business building – including guidance on product development, branding, marketing, and operational support related to the Licensed Methods.
- Unlimited questions answered – via the Company’s preferred messaging system or email, with responses typically within 48 hours.
- All training materials & updates – including any future revisions or additions to the trade secret methods.
- The tribal territory license as described in Section 5.
14.3 Waived A La Carte Fees.
For reference, the Company’s standard a la carte rates for these services are:
- Consultation (online or in person): $80 USD per hour
The Premium Package waives all such fees. The Licensee acknowledges that the Package Fee represents a substantial discount compared to paying for these services separately, and that the unlimited nature of the services is a material inducement to enter this Agreement.
14.4 No Refund for Unused Services.
Because the Package Fee is primarily for the license and trade secret access, and because the unlimited support is offered as a bundled benefit, no refund or proration shall be given if the Licensee uses fewer hours or asks fewer questions than expected.
14.5 Relationship to Royalties.
The Package Fee and the unlimited services are separate from and in addition to the annual royalty obligation of the greater of $888 or 8% of gross revenue (Section 5.2). The royalty remains payable each year regardless of the Package Fee.
15. Jamaican Trade Secret Acknowledgment
The Participant, who is a citizen of Jamaica, acknowledges and agrees that:
(a) The Company’s Methods and all related Confidential Information are protectable as trade secrets under the common law of Jamaica under the doctrine of breach of confidence, which provides remedies for unauthorized use or disclosure of confidential information.
(b) This Agreement constitutes a valid contractual obligation under Jamaican law, and a breach of its confidentiality, non competition, and licensing provisions will give rise to claims for both breach of contract and breach of confidence before the courts of Jamaica.
(c) The unique “fingerprints” described in Section 2.3 shall be admissible as evidence in any Jamaican proceeding to establish that a product or service was derived from the Company’s trade secrets.
(d) The Participant consents to the non exclusive jurisdiction of the Jamaican courts for the purpose of enforcing any judgment obtained in Florida or Ontario arising from this Agreement.
(e) Nothing in this Section 15 shall override the governing law and dispute resolution provisions of Sections 10 and 12; rather, this Section serves as an additional acknowledgment of the Participant’s obligations under Jamaican law.
16. Land Lease Option (Baka Tribe Extension)
16.1 Grant of Lease.
As part of the Master Licensing Course, the Company offers the Participant the option to lease approximately 1000 square feet (or as otherwise designated) of land (the “Leased Premises”) for agricultural cultivation, self‑erected shelter, and related tribe‑extension experiences. The Leased Premises shall be used primarily for:
- Growing food (crops, herbs, produce)
- Erecting a temporary or permanent shelter (subject to local building codes and permits)
- Participating in skills and experiences necessary for the Participant to pass on Baka Tribe network traditions to their own extensions (students, family, or community).
16.2 No Ownership.
The Participant acknowledges that the Leased Premises remain the sole property of the Company (or its designee). No ownership or real property interest is transferred. The Participant’s rights are strictly those of a revocable, non‑transferable license/lease for the term of this Agreement, subject to compliance with all terms.
16.3 Participant Responsibilities.
The Participant shall be solely responsible for:
- Financing all improvements, including but not limited to shelter construction, fencing, water systems, and soil preparation.
- Obtaining any necessary permits, inspections, or approvals from local authorities.
- Maintaining the Leased Premises in a safe and clean condition.
- All costs, liabilities, and risks associated with the Participant’s use of the land.
16.4 Limitations on Construction.
If local zoning or building regulations prohibit the construction of multiple dwellings on the Leased Premises, the Participant may instead erect an addition to an existing master building designated by the Company. Such addition shall be at the Participant’s sole expense and must be approved in writing by the Company as to design and safety.
16.5 Agricultural Use Priority.
The Leased Premises shall at all times be available for agricultural purposes (farming, gardening, food production). The Company reserves the right to inspect the Leased Premises upon reasonable notice to ensure compliance.
16.6 Community Homes.
The Participant may, with the Company’s prior written consent, establish community homes or gathering spaces on the Leased Premises for the benefit of the Baka Tribe network. Such homes shall be subject to the same financing, maintenance, and non‑ownership terms.
16.7 Termination of Lease.
The lease of the Leased Premises is coterminous with this Agreement. Upon termination of this Agreement for any reason, the Participant must remove all personal property and improvements (at Participant’s cost) within 30 days, unless the Company agrees to retain them. The Company shall have no obligation to reimburse the Participant for any improvements made.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
COMPANY (MasterpieceFactory Inc / Christopher A. Chaplin)
Signature: _________________________
Print Name: _________________________
Title: _________________________
Date: _________________________
PARTICIPANT / LICENSEE
Signature: _________________________
Print Name: Your Name Here
Date: _________________________
EXHIBIT A – Approved Work
Approved Product/Service Name: [_________________]
Detailed description (what Licensee may sell online):
Approved online sales channels (check any):
Physical place of business address (where limited sales allowed):
[Licensee’s registered address]
Mandatory credit wording (if different from Section 6.1):
[To be specified by Company, or leave blank to use default]
Company Approval Signature: _________________________
Date: [____]