WHATSWHAT PRIME

Licensing Compliance Agreement

Version: 1.0

This Licensing Compliance Agreement ("Agreement") is entered into between:

WhatsWhat Prime ("Licensor")
and
[Licensee Legal Name] ("Licensee")

Effective Date: [Insert Date]

1. Purpose

The purpose of this Agreement is to:

• Grant limited rights to use the Visibility Assessment™ framework
• Protect the structural integrity of the Visibility Ladder™
• Ensure compliance with Prime Governance standards
• Prevent misuse of authority branding
• Preserve institutional credibility

This Agreement governs compliance obligations separate from commercial licensing fees.

2. License Grant

Licensor grants Licensee a limited, non-exclusive, revocable license to:

• Administer the Visibility Assessment™
• Use the Visibility Ladder™ framework
• Issue assessment reports referencing WhatsWhat Prime
• Represent itself as a Certified Visibility Assessment Partner (if applicable)

No ownership rights are transferred. All intellectual property remains the property of Licensor.

3. Governance Compliance Obligations

Licensee agrees to:

3.1 Structural Separation

Maintain separation between assessment evaluation and commercial sales.

3.2 No Pay-for-Positioning

Not sell, imply, or guarantee improved Ladder placement in exchange for payment.

3.3 No Score Manipulation

Not alter, override, or interfere with assessment scoring logic.

3.4 Transparent Disclosure

Clearly communicate that Ladder placement is determined by structured evaluation.

3.5 Brand Protection

Use approved brand materials only. No modification without written approval.

4. Prohibited Conduct

Licensee shall not:

• Sell Ladder tier upgrades
• Bundle assessment scores with marketing packages
• Offer "guaranteed improvement" claims
• Present paid clients as editorially endorsed
• Blend commercial exposure with assessment results
• Replicate or reverse-engineer scoring logic

Any such action constitutes material breach.

5. Audit Rights

Licensor reserves the right to:

• Conduct annual compliance audits
• Request documentation of assessment reports
• Review client communications
• Inspect marketing materials
• Conduct random spot checks

Licensee must cooperate fully. Failure to comply with audit requests may result in suspension.

6. Data Integrity

Licensee must:

• Maintain accurate client records
• Preserve assessment documentation
• Avoid retroactive score adjustments
• Use official reporting templates
• Submit anonymized performance data if requested

All data must remain verifiable.

7. Certification Status

Certification categories (if applicable):

• Certified Assessment Partner
• Strategic Visibility Partner
• Enterprise License Holder

Certification may be revoked for governance violation. Certification status must not be misrepresented.

8. Termination

Licensor may suspend or terminate this Agreement immediately if:

• Governance breach confirmed
• Ladder manipulation detected
• Misuse of brand authority occurs
• Repeated non-compliance documented

Upon termination:

• All use of Visibility Assessment must cease
• All branded materials must be removed
• Certification status revoked

9. Reputational Protection

If Licensee actions cause reputational harm to WhatsWhat Prime:

• Licensor may issue corrective public statement
• Licensee may be required to publish corrective notice
• Damages may be pursued where applicable

Reputational protection is a material priority.

10. Confidentiality

Licensee shall not disclose:

• Scoring methodology
• Internal weighting logic
• Governance audit procedures
• Proprietary documentation

Confidentiality survives termination.

11. Non-Compete Restriction

Licensee shall not:

• Develop competing visibility evaluation frameworks derived from Prime
• Replicate Ladder structure under alternate branding
• Use proprietary methodology outside scope of license

12. Indemnification

Licensee agrees to indemnify Licensor against claims arising from:

• Misrepresentation of Ladder results
• Unauthorized marketing claims
• Governance violations

13. Governing Law

This Agreement shall be governed by: The Republic of Ireland

Disputes subject to: Irish Law

14. Acknowledgement

Licensee acknowledges:

The integrity of the Visibility Assessment™ and Visibility Ladder™ is the core asset of WhatsWhat Prime. Revenue opportunity does not supersede governance obligations.

Signatures

For WhatsWhat Prime

Strategic Purpose of This Agreement

This document:

• Protects the Ladder from becoming commoditized
• Prevents agencies from selling fake authority
• Maintains long-term licensing credibility
• Protects valuation
• Protects institutional positioning

Without this agreement, licensing becomes risk.

With it, licensing becomes scale.