The following are the terms of an agreement between you and LEADing Practice. By buying, accessing, or using LEADing Practice reference content, you acknowledge that you have read, understood, and agreed to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use any LEADing Practice reference content.

LEADing Practice may, without notice to you, at any time, revise these Terms and Conditions. LEADing Practice may also make improvements or changes in the standards, software, services, or programs described at any time without notice. By using the LEADing Practice content, you agree to any changes to these terms and conditions once updated.

LEADing Practice ApS is a company registered in Europe, Denmark (company number DK26406633). If you would like to contact us regarding these terms and conditions, please email us at info@leadingpractice.com.

“((O))LEAD” is the official and internationally registered trademark of LEADing Practice ApS.

“LEADing Practice Material” (LPM) means all LEADing Practice material, including without limitation: information and material containing Reference Content, Enterprise Standards, Industry Standards, and all products, software, LPM, frameworks, methods, approaches, trade secrets, knowledge, ideas, approaches with associated descriptions, categorization, classification, semantic relationships, ontology, objects, meta-objects, artefacts, maps, matrices and models, in whatever form or media they may be used (including print media, online media, books, articles, audio-visual works, blogs, wikis, or any other format or medium). LPM also includes all text, images, software code, documentation, screenshots, web sites, photographs, video footage, etc. of LEADing Practice, in whatever media they may be used (including print media, online media, books, articles, audio-visual works, blogs, wikis, or any other format or medium) (collectively referred to as “LPM”).

“LEADing Practice Service” means all creation, customization, modification, implementation, application, supervision, communication, sharing or any other work, activity or service related to LPM (collectively referred to as “LPS”).

“Reference Content” means all materials and content descriptions, categorization and classification, including without limitation: semantic relationships, ontology, meta-objects, maps, matrices and models, software or software code to succeed and work across the business management and information technology disciplines as well as across projects and roles. “Reference Content” also includes all of the structures, views, procedures and practices associated with the Reference Content.

“Enterprise Standards” means document rules and instructions that describe a repeatable sequence of procedures, practices and step-by-step activities that are required to be followed in order to achieve the desired result, including without limitation:

• Best Practices– what works well to improve and standardize the non-core capabilities with a focus on the cost model and operating model.
• Industry Practices– performance accelerators to improve competitive parity and standardize core competitive capabilities with a focus on the performance model and service model.
• Leading Practices– outperformer practices to define and strengthen competitive advantage, innovation and efficiency in the core differentiating capabilities with a focus on the revenue model and value model.
• Patterns of Success– a sequence of repeatable patterns that defines hyper growth and first mover organizations.

“Industry Standards” means all LEAD Standards that are tailored for and applicable to various industries. As with LEAD Enterprise Standards, Industry Standards include without limitation: document rules and instructions that describe a repeatable sequence of procedures, practices and step-by-step activities that are required to be followed in order to achieve the desired result.

“You” means any reader of this policy, any purchaser and/or user of LPM and/or LPS, including without limitation: any employee, member, director, officer, shareholder, board member, partner, representative or affiliate of the aforementioned reader, purchaser or user of LPM and/or LPS. Anyone included in this definition shall bound themselves and their organisation they represent by the terms of this Policy and deemed to accept them.

“Release for Usage” means firstly buying the right to use and apply LPM. This is done by tailoring the content (with LEADing Practice) to your specific needs. Ones it has been tailored, the finished product will be ‘Relased for Usage’ to you. The tailored and adopted reference content therefore becomes property of you. You/your organization doesn’t buy the rights to the original LPM reference content, the property rights remain with LEADing Practice. The IP rights of the original source reference content material therefore remains with LEADing Practice. The tailored version, however can be used by the department, team that bought it. Selling the content however is not allowed.

The LPM contains proprietary notices and copyright information, the terms of which must be observed and followed. Please see the Copyright Policy section for related information.

By buying LPM, LEADing Practice grants You a non-exclusive, non-transferable, limited permission to apply LPM, provided You comply with these Terms of Use, and all copyright, trademark, and other proprietary notices remain intact. LPM can only be bought by an organisation’s unit, group, department or team, for their specific usage and cannot be transferred to another organization, unit, group, department or user. If you wish to purchase (an) LPM for multiple organisational unit, department or team users (for example, cross-company) and thereby want to obtain broader release rights beyond the specific usage, please contact us or your LPM contact to explore your options. Except for the limited permission in the preceding paragraph, LEADing Practice does not grant You any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not copy, mirror, reproduce any LPM. Any standard, software, LEADing Practice Material or LEADing Practice Service that is made available to you will be governed by such terms, conditions, and notices. Your failure to comply with such terms will result in automatic termination of any rights granted to You, without prior notice and will result in invoicing of the LPM. In addition to that, You must immediately destroy all LPM in Your possession, custody or control.

LEADing Practice does not grant any licenses to any copyrights, patents or any other intellectual property rights. The LPM is the property of LEADing Practice and is protected by the laws of Canada, Denmark, U.S. and international copyright laws and conventions. LEADing Practice grants You the right to access and tailor the LPM with LEAD. Once released for usage, you can use it, as long as such use is for internal information purposes, and You do not alter without permission, copy, disseminate, redistribute or republish any LPM content. You acknowledge that access to and use of the LPM is subject to these Terms of Use and any expanded access or use must be approved in writing by LEADing Practice. You hereby agree not to reproduce, modify, copy, aggregate, distribute, transmit, display, publish, license, transfer or create derivative works or sell any information You gain access to through LEADing Practice, its partners, subsidiaries or other external content providers.

LEADing Practice does not make any warranties, express or implied, including, without limiting the generality of the foregoing, those of merchantability and fitness for a particular purpose, with respect to the LPM. Although LEADing Practice takes reasonable steps to develop its LPM. You assume sole responsibility for the use You make of the LEADing Practice reference content to achieve Your intended results.

By furnishing information, LEADing Practice does not grant any licenses to any copyrights, patents or any other intellectual property rights.

The LPM may contain references or links to other third-party content, which are provided as additional information and resources for Your convenience. LEADing Practice references and links to independent, third-party information considered relevant and valuable to our audience. The views and opinions expressed here do not necessarily reflect the views of LEADing Practice, its members or its sponsors. LEADing Practice does not endorse, sponsor or accept any responsibility for these third-party references and links, and You agree to direct any concerns relating to these third-party references and links to the relevant person.

In no event will LEADing Practice be liable to any party for any direct, indirect, special or other consequential damages for any use of the LPM or LPS, including, without limitation, any lost profits, business interruption, loss of programs or otherwise, even if we are expressly advised of the possibility of such damages. All information is provided by the LEADing Practice on an “as is” basis only. LEADing Practice provides no representations and warranties express or implied, including the implied warranties of fitness for a particular purpose, merchantability and non-infringement.

You agree, to the fullest extent permitted by law, to indemnify, defend, and hold LEADing Practice and its officers, agents, and employees harmless from and against any and all third party claims, demands, causes of action, damages, losses, and expenses of whatsoever nature, character, or description, regardless of merit thereof, which are or may be asserted against LEADing Practice by any person or entity, and which arise out of or result from, in whole or in part, (a) the gross negligence, Wilful Breach or violation of Law of or by You, a Third Party, its employees, agents or members; (b) infringement of the Intellectual Property of LEADing Practice or a third party; (c) the breach You or a Third Party of any terms of a contract, Agreement or this Policy. The Liabilities, losses and costs covered hereunder include settlements, judgments, court costs, reasonable attorneys’ fees, fines, penalties and other litigation expenses.

Your right to privacy is of vital importance to LEADing Practice. When You register to use our LPM, LEADing Practice will ask You to provide Your name, organization, email address, and other related information. LEADing Practice will use this information to register your information provided. In order to process the order, as well as to keep track of what topics are of interest to You. LEADing Practice will not share this information with any third party.

LEADing Practice does not want to receive confidential or proprietary information from You through the post, email or by person. Please note that any information or material sent to LEADing Practice will be deemed NOT to be confidential. By sending LEADing Practice any information or material through official communication channels such as the contact forms, letter, email or handing it over, You grant LEADing Practice an unrestricted, irrevocable license to receive this information.

However, we will not release Your name or otherwise publicize the fact that You submitted materials or other information to us unless: (a) we obtain Your permission to use Your name; or (b) we first notify You that the materials or other information You submit to a particular part to LEADing Practice will not be published or otherwise used with Your name on it; or (c) we are required to do so by law.

LEADing Practice reserves the right to change, update or discontinue any aspect of the LPM or LPS at any time without notice. LEADing Practice may at any time revise their terms. By using the LPM or LPS, you agree to be bound by any such revisions and should therefore periodically visit the LEADing Practice Homepage (www.leadinpractice.com) to determine the then-current terms to which you are bound.

In accessing and using this LPM, User agrees to comply with all applicable laws and agrees not to take any action that would compromise the security or viability of the LPM. The terms hereunder regarding Disclaimer of Warranty, Accuracy of Information, Indemnification, and Third-Party Rights shall survive termination.

Any provision in any written communication received by LEADing Practice in connection with this LPM, which is inconsistent with, or adds to, these LEAD Terms and Conditions is void. If any term hereunder is determined by a court of competent jurisdiction to be invalid, all remaining terms will remain in full force and effect.

LEADing Practice Materials (LPM) and LEADing Practice Services (LPS) are Intellectual Property (IP) of LEADing Practice ApS and are protected by copyright. Strict Limitations apply to the use and reuse of this IP. This policy applies to any and all uses of LPM or LPS.

LPM and LPS are protected by law, including, but not limited to, internationally recognized Canadian, United States and/or European Union law, as well as any other laws or statutes which may apply. Except as specifically indicated otherwise in writing, LEADing Practice ApS is the sole owner of the copyright in the LPM and LPS, and LEADing Practice ApS reserves all rights in that regard.

Use of LPM and LPS as authorized by Contract with LEADing Practice

Your usage of and access to LPM and/or LPS must be authorized by LEADing Practice. This authorization is done on a non-exclusive, one-time-only basis, subject to certain terms and conditions, and subject to the applicable pricing (see section Pricing and Invoicing), all of which as determined by the Contract. Third parties wishing to use LPM and/or LPS must obtain LEADing Practice’s permission to do so prior to exercising such use.

Unauthorized use or misuse of any LPM or LPS is expressly prohibited.

The following covenants apply to all pre-authorized uses of LPM and LPS and shall be strictly adhered to.  Any covenant not adhered to shall be considered a breach of this Policy, subject to any remedies available to LEADing Practice, and subject to the Pricing and Invoicing found in these terms and conditions.

• LPM and all copies shall remain the exclusive property of LEADing Practice ApS at all times.
• You shall not reproduce, modify, copy, aggregate, distribute, transmit, display, publish, license or transfer any LPM and/or LPS.
• You shall not directly or indirectly attempt to reconstruct any LPM and/or LPS, whether fully or partially, in any way, shape or form through the use of company records, memory or other.
• You shall in no circumstances create derivative works of LPM and/or LPS or sell any information You gain access to through LEADing practice.
• You can only use the LPM and/or LPS without modification (except as may be necessary to resize or otherwise convert the LPM and/or LPS to a permitted format).
• You must include the copyright notice “©”. LEADing Practice, Source: A part of Enterprise Standard” and possibly indicate the LEADing Practice work product family, such as “Part of the LEAD Business Model Reference Content. All rights reserved.” [Note: You should insert the year as shown on the Materials that You are using].
• You may not use the LPM and/or LPS in any offensive manner or context, for example in a way that is defamatory, disparaging or libellous to, or otherwise presents false or misleading information regarding LEADing Practice or any other party, including their products or services; in conjunction with obscene or pornographic material; in a manner that suggests bias based on race, national origin, gender, sexual orientation, or religion; or in any manner that would be illegal under applicable law.
• You may not imply any LEADing Practice partner, sponsorship, affiliation or endorsement unless expressly permitted by written contract with LEADing Practice, such as a valid partnership, sponsorship, affiliation or endorsement contract. Any implication in absence of such a contract constitutes an infringement against the LEADing Practice Brand and its IP rights.
• You may not use the LPM and/or LPS for a purpose competitive with LEADing Practice or its products unless otherwise clearly permitted by applicable law.
• You may not use the LEADing Practice corporate logo.
• No use of other LEADing Practice trademarks is granted under this section.

Following the release for usage, LPM and LPS may only be used for the specific purpose, function or solution that they were tailored for, as set out in a written proposed agreement or contract with LEADing Practice. While the released LPM or LPS can be used by the specific group for which it was released, it can not be reused, reproduced, modified, copied, aggregated, distributed, transmitted, displayed, published, licensed or transferred in any other way. Neither the LPM nor LPS can be used, re-used, modified or reproduced by any team, group, area, department, business unit or entity other than the specific group for which they were released. Automating any of the LPM or LPS requires special approval and coordination from LEADing Practice and requires payment of the LEADing Practice Partnership fees, which may be found in these terms and conditions.

If You use or receive any LPM or LPS, You agree with the Terms and Conditions, terms of use and Policies of LEADing Practice and are bound to keep the intellectual property of LEADing Practice confidential and secure. If You allow, whether actively or passively, the material to be released, reused, reproduced, modified, copied, reconstructed, aggregated, distributed, transmitted, displayed, published, licensed or transferred in any way, You will be held accountable for any breach which may occur. Following such a breach, You will be invoiced for the LPM or LPS, as well as any applicable “Release for Usage” fees, representation fees for a LEADing Practice Partnership, as well as any other fees or remedies which may be available to LEADing Practice, all of which may be found in our Pricing and Invoicing.

The standard fees (“Standard Fees”) applicable for LEADing Practice Materials (LPM), which may or may not be categorized or classified as Enterprise Standards or Industry Standards or other Reference Content, are:

1. Thirty-Two Thousand Euro (€32 000) per each LPM usage; and
2. Four Hundred and Eighty Thousand Euro (€480 000) per broader release rights beyond the specific usage (for each Reference Content).

The Standard Fees pricing listed above is subject to change. LEADing Practice reserves the right to make adjustments to the Standard Fees, and related pricing, products and service offerings at any time, for reasons including, but not limited to: changing market conditions, the relationship with the customer, the particular circumstances of a project, date and quantity of order, the type and level of usage, LPM customization, LPM discontinuation or errors in advertisements.

The Standard Fees listed above, or any other fees listed in this policy or elsewhere, are not to be construed as being final or set fees as they represent the minimum Fees to be invoiced by LEADing Practice unless otherwise negotiated in advance in writing with LEADing Practice. The Standard Fees may not apply to a particular LPM or LPS contracted by You or the customer, and LEADing Practice shall not be bound by any of these minimum Standard Fees during negotiations of such contract terms.

Important note: Unauthorized use, disclosure, appropriation, reproduction or misuse of “LEADing Practice Material” (LPM) and/or “LEADing Practice Service” (LPS) in any form whatsoever, whether in absence of contract or outside the use permitted by contract, may result in invoicing issued to You and/or to the relevant person(s)/organisation(s) based on the applicable LEADING Practice Standard Fees at the time of such unauthorized use or misuse, in addition to any other such fees, rights and remedies as may be available to LEADING Practice. You fully acknowledge and agree that such Invoicing as per this Policy and any such additional remedy shall be deemed by You to be appropriate and reasonable in the circumstances.

Only LEADing Practice can provide, distribute, tailor or sell LPM or LPS. In certain circumstances, LEADing Practice partners may be allowed to resell the LEADing Practice LPM or LPS. However, LEADing Practice partners must have a written and signed partnership agreement with LEADing Practice, in order to sell LPM or LPS. It is your responsibility to ensure that whoever is providing You LPM or LPS is an official LEADing Practice Partner.

Without limiting the generality of the foregoing, the standard fees for a LEADing Practice partnership (“Partnership Fees”) include the following:

• A LEADing Practice partnership agreement/contract is 150.000 EUR*.
• The annual partnership license fee is 150.000 EUR*.
• The royalty fee for the right to resell LEADing Practice reference content products is 250.000 EUR*.
• The royalty fee for the right to resell LEADing Practice training products is 250.000 EUR*.
• The royalty fee for the right to resell LEADing Practice software products is 250.000 EUR*.
• Sales support: The partner will pay LEADing Practice an annual sales support fee in the amount of 150.000 EUR*.
• In the case of a private company or other non-government company/entity: Payment of 10% of TOTAL company revenue, for as long as the company provides, distributes, sells or allows access to LPM or LPS, or otherwise generally acts or behaves like a LEADing Practice Partner.
• In the case of a government or governmental branch, department or other entity: Payment of 10% of the yearly budgets, for as long as the government or entity provides, distributes, sells or allows access to LPM or LPS, or otherwise generally acts or behaves like a LEADing Practice Partner.

* These amounts can, in special circumstances, be altered by LEADing Practice ApS.

Without such a partnership contract or agreement, any providing, distributing, selling, or allowing access to LPM or LPs shall be deemed a breach of LEADing Practice policies and its intellectual property, as well as a misrepresentation of partnership. Such a breach shall be subject to LEADing Practice Partnership fees, as well as any other fees or remedy which may be available to LEADing Practice. As per our Copyright Policy, if You use or receive any LPM or LPS, You agree with the Policies of LEADing Practice and are bound to keep the intellectual property of LEADing Practice secure. If You allow, whether actively or passively, the material to be released, reused, reproduced, modified, copied, reconstructed, aggregated, distributed, transmitted, displayed, published, licensed or transferred in any way, You will be held accountable for any breach which may occur. Following such a breach, You will be invoiced for the LPM or LPS, as well as any applicable “Release for Usage” fees, Partnership Fees, as well as any other fees or remedies which may be available to LEADing Practice.

The fees for certain government, corporate and institutional customers may be set forth in a bid or other written agreement between the parties.

You will be invoiced for each Release for Usage obtained via direct and authorized releases by LEADing Practice to You as per negotiated contract terms and in accordance with the timetable and amounts specified in the contract. LEADing Practice may refuse or cancel any contract purchase orders placed at the incorrect price, notwithstanding such error is determined after contract negotiations.

You will be invoiced Standard Fees for each Release for Usage obtained via any unauthorized use, disclosure, appropriation, reproduction or misuse of any LPM and/or LPS in any form whatsoever, whether in absence of contract or outside the use permitted by contract.

Any invoice payment obligations under this Policy are non-cancellable and, except as may be otherwise expressly stated by a pre-negotiated contract, all Fees paid are non-refundable.

By consuming or using LEADing Practice Materials (LPM), the customer automatically becomes a member of the LEADing Practice Community and automatically becomes a reference customer. This doesn’t commit you to be active, it is just an opportunity to collaborate and share knowledge.

Implementation and other fees, such as LPS fees, are not included in and are in addition to, the Standard Fees applicable to Release for Usage described above. Implementation of LPM and/or LPS can only be performed by LEADing Practice or under the direct supervision and direction of LEADing Practice, as contractually agreed to in writing prior to such implementation.

You will be invoiced for unauthorized implementation, usage and for all creation, customization, modification, implementation, application, supervision, communication, sharing or any other work, activity or service related to LPM which are exclusive services to be performed solely by LEADing Practice (defined above as “LPS”). The fees for such unauthorized implementation, usage and changes shall be based on applicable LEADing Practice fees charged to customers for same or similar implementation, usage and changes of LPM and/or LPS, all of which to be determined by LEADing Practice.

Fees under negotiated contract and Standard Fees are both exclusive of federal, state, provincial, local, foreign or any other taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value-added taxes). You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with Your activity in connection with the Services, (excluding only taxes based upon LEADing Practice’s net income). All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.

You will pay pre-negotiated contract fees or the Standard Fees in the standard EURO currency unless otherwise quoted by LEADing Practice. LEADing Practice reserves the right to change the quoted currency at any time and for any reason at the time of negotiation of the contract.

You also agree to pay any and all reasonable attorneys’ fees and court costs and other costs incurred by LEADing Practice to protect its LPM and/or LPS, or to collect any unpaid amounts owed to it.

Without limiting the generality of the foregoing, if any payment due on a payment due date as listed on the Invoice (the “Payment Date”) is not received in full on or before the Payment Date, LEADing Practice reserves the right to charge a Late Payment Fee (as described on the Invoice or contract), in addition to the Fees already owed. You shall pay to LEADing Practice, immediately and without demand, this Late Payment Fee, for each month during which such payment delinquency exists, equal to 2 per cent (2%) of the amount owed, to defray the expenses incurred by LEADing Practice in handling and processing such delinquent payment and to compensate LEADing Practice for the loss of use of funds from such delinquent payment.

This Agreement is governed exclusively by and is to be enforced, construed and interpreted exclusively in accordance with, the laws of Canada, or the laws of the Country in which a breach, dispute or action arises, at the discretion of LEADing Practice, and such laws shall be deemed to be the proper and applicable laws of the Policy. Each Party will submit to the exclusive jurisdiction of the appropriate Courts and all courts having appellate jurisdiction thereover, in any suit, action or other proceeding arising out of or relating to this Policy.

Each party waives and will not assert by way of motion as a defence or otherwise in any such action, any claim that:

• such party is not subject to the jurisdiction of such Court;
• such action is brought in an inconvenient forum;
• the venue of such action is improper; or
• any subject matter of such action may not be enforced in or by such Court;

and will not seek and hereby waives in any suit or action brought to obtain a judgment for the recognition or enforcement of any final judgment rendered in an action and review, other than by way of appeal, in any court of any other jurisdiction of or pertaining to the merits of any action, whether or not such party appears in or defends the action.

If any provision contained in this Policy is held by any competent authority to be invalid or unenforceable in whole or in part, it shall insofar as it is severable from the remainder of the Policy, be deemed to be omitted from the Policy and the validity of the other provisions contained in Policy and the remainder of the provision in question shall not be affected thereby.