Exhibit
10.9


 


TALENT
ENDORSEMENT AGREEMENT


 


THIS
AGREEMENT is made as of this the 1st day of January 2015 by and between Tigrent Learning UK Limited of Parkshot House,
5 Kew Road, Richmond, Surrey, TW9 2PR (“Company”) and Mr. Robbie Fowler of ROBBIE FOWLER SPORTS PROMOTIONS LTD
(“Talent”) in his individual capacity or his duly appointed Representative (collectively the “Parties”). IWKS
will act as the “Talents” duly appointed Representative.


 


W
I T N E S S E T H:


 


WHEREAS,


 


		1.	Talent
                                         is currently a well-known public figure;



 


		2.	Company
                                         is engaged in developing, creating and providing educational training, products and materials
                                         related to real estate, securities and options trading and investment, as well as general
                                         wealth building and investing strategies, principles and motivation.



 


		3.	It
                                         is hereby acknowledged by the Parties that the Company is desirous of acquiring the right
                                         and license to utilize Talent’s name and brand, likeness and image to endorse by way
                                         of advertisement, promotion, and sale of a new property training brand (“Property
                                         Academy”) to be launched by the Company and as defined in this Agreement and Talent
                                         is willing to grant such right and license as herein below provided.



 


NOW,
THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, it is
agreed as follows:


 


1.
DEFINITIONS


 


The
following meanings shall apply to this agreement:


 


		1.	“Commencement
                                         Date” means: 1st January 2015.
	 	 	 
		2.	“Materials”
                                         means: Power Point Presentations, Marketing Collaterals, Banners, Workbooks, Flyers or
                                         any other physical item required for the promotion and delivery of the Company’s Property
                                         Training Course “Property Academy”.
	 	 	 
		3.	“Product”
                                         means: The products and materials the Company develops, creates or provides in connection
                                         with its educational training, products and materials relating to the Property Training
                                         Course.
	 	 	 
		4.	“Property”
                                         means: Talents name, initials, facsimile signature, photograph, video or images, likeness
                                         or other such pre-approved copy.



 






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		5.	“Property
                                         Training Course” means: the property training course developed or to be developed
                                         by the Company to be called and marketed under the name/brand “Property Academy”
                                         or any other such name as agreed by the Parties.



 


		6.	“Territory”
                                         means: United Kingdom and any other such international territories as the company conducts
                                         business.



 


		7.	“Term”
                                         means: 1st January 2015 until terminated under the provisions of this Agreement.



 


2.
GRANT OF RIGHTS


Subject
to the terms and conditions and in consideration of the payments set forth herein Talent grants to Company from the Commencement
Date the right and license during the Term of this Agreement in the Territory to use the “Property” in connection with
the advertisement, promotion, and sale of the Property Training Course and the Product as well as the right to use such Property
on the Product and related packaging. The above license grant shall apply to all material objects of the Property, in which the
Property is fixed by any method now known or later developed, and from which the Property can be perceived, reproduced, or otherwise
communicated, either directly or with the aid of a machine or device. The parties further understand and agree that Company hereby
reserves the right to display its copyright notice on advertisements, promotions or other materials as well as all Product, no
matter what form or media, containing the Property subject always to all and any copyright or other interests of the Talent.


 


Talent
further grants and assigns to Company the right to enforce applicable copyright and intellectual property laws against third party
infringers or malfeasors on Talent’s behalf or in Talent’s name.


 


2A.
ADDITIONAL DUTIES AND PUBLIC APPEARANCES


Talent
agrees that during the Term, he will make public appearances at the request of the Company, to include appearing at Company events
and/or participating in photo shoots as requested by Company, not to exceed more than four such appearances or photo shoots per
calendar year. Any public appearance and/or photo shoot must be approved by the Talent prior to his agreement to attend, which
shall not be unreasonably withheld providing the Talent does not have any prior professional or other commitments and reasonable
and adequate notice is given and received by Talent. The parties agree that Company will pay any necessary and reasonable travel
and lodging expenses incurred by Talent in making such requested appearances.


 


3.
TERM


This
Agreement shall be effective as of the date of execution by both parties. The period of license granted shall be for the Term
and shall extend for a period of five (5) years or until terminated as per clause 8 herein.


 


4.
COMPENSATION


In
consideration for the licenses granted hereunder, Company agrees to pay Talent as follows:


 


	a.	A
    royalty payment in the amount of seven percent (7.0%) of Company’s revenues from sales of the Property Training Course and
    all Products after deductions for VAT, returns, refunds




 






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	b.	A
    further royalty payment in the amount of one percent (1.0%) of Company’s revenues from sales of the Property Training Course
    and all Products after deductions for VAT, returns, refunds subject to Talent making a minimum of two appearances per calendar
    year at Company’s customer or staff attended functions or events.




 


	c.	Company
    shall be responsible for the tracking of sales of the Property Training Course and all Products containing the Property and
    providing to Talent:




 


	i.	 	A
                                         quarterly list of the sales of Property Training Course and Product.



 


	ii.	 	Payment
                                         to Talent no later than thirty (30) days after receipt of invoice from Talent. Talent
                                         shall submit invoice to the Company no later than thirty (30) days after Company provides
                                         Talent with the list of the sales of Product.



 


	d.	Talent shall have the right to request an independent
audit of the sales of the Product containing the Property which the Company agrees to assist within a reasonable period of time
of such request.




 


4.
REVIEW OF MATERIALS


 


	a.	Talent
                                         shall have the right of approval in respect of all Product being proposed as any part
                                         of the Property appearing or integrated into it and all proposed use of the Property
                                         (including to whom the Property is distributed for sale if other than the general public)
                                         prior to public release and distribution.



 


	b.	All
Materials or any part thereof shall be sent by the Company to Talent for approval by Talent.



 


	c.	Talent
                                         shall have seven (7) days following receipt of such Materials or any part thereof displaying
                                         the intended use of the Property to review and for Talent to provide to Company written
                                         approval for such use.



 


	d.	In
                                         the event that Talent objects to the Products or any part thereof and/or any proposed
                                         use of the Property, Talent shall submit to Company, within seven (7) days following
                                         Company’s official submission of materials, a written request for revisions. Talent shall
                                         not make any request for unreasonable revisions and shall not withhold consent for any
                                         proposed use of the Property unreasonably.



 


	e.	In
                                         the event that Talent does not provide either written approval of materials or a written
                                         request for revisions of such materials containing a proposed use of the Property within
                                         ten (10) days following Company’s submission of such materials to Talent for review,
                                         such non-response shall automatically be deemed to be an acceptance and approval of the
                                         proposed use of the Property.



 






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5.
RESERVATION OF RIGHTS


 


	a.	Subject to the terms of this Agreement, Talent shall
retain all rights in and to his name and in the Property, his right of publicity, and the endorsement and, whether during
the Term or any extension thereof, Talent shall not be prevented from using, permitting, or licensing by whatever
means , others to use his name or endorsement in connection with the advertisement, promotion, and sale of any product or service
other than the Product or those that are substantially similar to the Product, including but not limited to all real estate, securities
and/or options trading and investment educational trainings, products, materials. Company and Talent agree that they shall take
all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the
Product, subject always to the Company bearing any costs or liabilities in taking such steps and fully indemnifying the Talent
and his agent in respect thereof.




 


	b.	It
                                         is understood and agreed that Talent shall retain all copyright and all other rights,
                                         title, and interest in the Property, including his likeness, name, and/or trademarks,
                                         where applicable, except as licensed hereunder.



 


	c.	Subject
                                         to the terms of this Agreement and in particular 5 above, it is understood and agreed
                                         that Company shall retain all right, title, and interest, including but not limited to
                                         all copyright interest, in and to the Product and any advertising or marketing collateral
                                         and/or materials created utilizing the Property under the license granted herein. The
                                         Company agrees to defend and fully indemnify the Talent and/or his agents in respect
                                         of such rights retained by the Company.



 


	d.	The
                                         parties agree to execute any documents reasonably requested by the other party to affect
                                         any of the above provisions. The Company agrees to defend and fully indemnify the Talent
                                         and/or his agents of any costs that may be incurred in complying with this provision.



 


7.
REPRESENTATIONS, WARRANTIES AND INDEMNITY


 


	a.	Talent
                                         represents and warrants that he has not granted nor will he grant to any other party
                                         any right, permission, or license to use the Property in connection with the advertisement,
                                         sale, or promotion of the Product or in connection with products that are identical or
                                         substantially similar to the Product.



 


	b.	Talent
                                         further represents and warrants to Company that he has the full right, power, and authority
                                         to grant the Property herein.



 


	c.	Talent
                                         further represents and warrants that he has not misrepresented or concealed anything
                                         with respect to his background that may have a prejudicial effect on the value of the
                                         endorsement, that he is in good health, and that he has not engaged nor will he engage
                                         during the Term of this Agreement in any activity (criminal or otherwise) that could
                                         potentially have a negative impact on the Product.
	 	 
	d.	Company
                                         agrees to defend, indemnify, and hold Talent harmless against all costs, expenses, and
                                         losses (including reasonable attorney fees and costs) incurred through claims of third
                                         parties against Talent based on the manufacture or sale of the Product including, but
                                         not limited to, actions founded on product liability.
	 	 
	e.	Talent
                                         agrees to defend, indemnify, and hold Company, and its officers, directors, agents, and
                                         employees, harmless against all costs, expenses, and losses (including reasonable legal
                                         fees and costs) incurred through claims of third parties against Company based on a breach
                                         by Talent of any representation and/or warranty made in this Agreement or with respect
                                         to any third-party claims for infringement involving the use of the Property by Company.














 






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8.
TERMINATION


 


	a.	Except
    as provided in this Section 8, this Agreement shall terminate Immediately upon the earlier of (i) the Term of this Agreement
    or (ii) dissolving of Company and/or Company's complete cessation of doing all business.




 


	b.	Either
    party shall have the right to terminate this Agreement immediately in the event that Talent or the Company does any of the
    following:




 


		i.	Engages
                                         in illegal, immoral, or criminal conduct resulting in a felony conviction;



 


		ii.	Misrepresents
                                         or conceals anything in their background that could be detrimental to the value of the
                                         endorsement being made;



 


		iii.	Engages
                                         in conduct contrary to the best interests of the other party;



 


		iv.	Engages
                                         in conduct that reasonably offends the sensitivities of a significant portion of the
                                         population; or



 


		v.	Engages
                                         in conduct that could bring the other party into public disrepute.



 


	c.	Either
    party may terminate this provision at any time during the Term, in the event either party Is guilty of a material breach of
    this Agreement, having been given notice of such breach and the breach not being rectified within a reasonable period of time.




 


9.
POST-TERMINATION RIGHTS


 


		a.	Talent
                                         agrees that Company shall, for a period of nine (9) months (Sell-Off Period) following
                                         the effective date of termination, have the right to continue to sell Product bearing
                                         the Property and/or utilize advertising materials and collateral bearing theProperty.Such
                                         sales and use shall be made subject to all the provisions of this Agreement and in particular
                                         clause 4 hereof.



 


		b.	Upon
                                         the expiration or termination of this Agreement, all rights granted to Company under
                                         this Agreement shall forthwith terminate and immediately revert to Talent, and Company
                                         shall, following the completion of the Sell-Off Period discontinue all use of and reference
                                         to the Property.



 






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10.
RELATIONSHIP OF THE PARTIES


Nothing
contained in this Agreement shall be construed as establishing a partnership, or a joint venture relationship between Talent and
Company.


 


11.
FORCE MAJEURE


Neither
party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or
failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable
control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure
event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts
to minimize the impact of the event.


 


12.
NOTICES


Notice:
Each notice, request or demand given or required to be given pursuant to this Agreement shall be in writing and shall
deemed sufficiently given if both emailed and deposited in the United Kingdom mail, registered First Class, postage pre-paid,
and addressed to the address of the intended recipient set forth below, or to such other address as may be specified in this Agreement
or in writing by the parties and receipt shall be deemed if sent by (i) email on the same day if sent on a day open for business
and (ii) post on the second day from posting, open for business.


 





	If
    to Company	Name:	Martin
    Foster	 
	 	Address:	Tigrent
    Learning UK Ltd	 
	 	 	Parkshot
    House	 
	 	 	5
    Kew Road	 
	 	 	Richmond	 
	 	 	Surrey	 
	 	 	TW9
    2PR	 
	 	 	England	 
	 	Telephone:	02089
    966700	 
	 	Facsimile:	02089
    966701	 
	 	Email:	martinfoster@tiarent.com	 
	 	 	 	 
	If
    to Talent	Name:	Robbie
    Fowler	 
	 	Address:	c/o
    13 KINNAIRD AVE	 
	 	 	W4
    3SH	 
	 	Telephone:	07768
    878975	 
	 	Facsimile:	 	 
	 	Email:	mel@iwillknowsomeone.com	 




 


13. JURISDICTION/DISPUTES


This
Agreement shall be deemed to have been made in England. This Agreement shall be governed by the laws of England and Wales, and
all actions brought hereunder whether at law or in equity shall be brought in England. The parties hereby agree that any and all
claims arising from or in connection with the subject matter of this Agreement must be brought in England before the County
Court or High Court.


 






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14.
AGREEMENT BINDING ON SUCCESSORS


The
provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators,
successors and assigns.


 


15.
ASSIGNABILITY


The
Parties may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written
approval of the other Party.


 


16.
WAIVER


No
delay, failure or waiver by either party to exercise any right or remedy under this Agreement, and no partial or single exercise,
will operate to limit, preclude, cancel, waive or otherwise affect such right or remedy, nor will any single or partial exercise
limit, preclude, impair or waive any further exercise of such right or remedy or the exercise of any other right or remedy.


 


17.
SEVERABILITY


if
any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall
not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be
deemed to be severed from the Agreement.


 


18.
SURVIVAL


The
parties’ rights and obligations under the Primary Agreement and Articles 4, 6, 7, 9, 10, 12, 13, 14, and 15 shall survive any
expiration or earlier termination of this Agreement.


 


19.
HEADINGS


All
section and subsection headings contained in this Agreement are for convenience only and shall not be deemed to constitute a part
of this Agreement nor affect the meaning of same.


 


20.
NO DRAFTER


Both
parties warrant and represent that each have had equal input in drafting this Agreement and have had the opportunity to consult
with independent legal counsel.


 


21.
EXPENSES


Bar
those covered in clause 1A, each party shall bear all expenses incidental to the performance of its obligations under this Agreement.


 


22.
SEPARATE COUNTERPARTS


This
Agreement may be executed in several counterparts, each of which shall be an original but all of which together shall constitute
one and the same instrument.


 


23.
ENTENT OF AGREEMENT


This
Agreement is subject to the terms of the Primary Agreement and both agreements supersede any and all other agreements,
either verbal or in writing between the parties hereto with respect to the use of Talent’s Property by Company, and contains
all of the covenants and agreements between the parties with respect to such use in any manner whatsoever providing
that the terms of the Primary Agreement shall remain effective at all times and such terms shall take precedence in the event
of any conflict between the terms. Each party to this Agreement acknowledges that no representation, inducements, promises,
or agreements, verbally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding
on either party, other than as expressed in the Primary Agreement and any other written agreement dated concurrent with or
after this Agreement shall be valid as between the signing parties thereto provided always such agreement does not override
or conflict with the terms of the Primary Agreement.


 






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IN
WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her
hand and seal the day indicated.


 





	COMPANY	 	TALENT
	Tigrent
    Learning UK Limited	 	 
	 	 	 
		 	
	Martin
    Foster (authorized signatory)	 	Robbie
    Fowler (authorized signatory)
	 	 	 
	01/01/2015	 	01/01/2015
	Date	 	Date




 


 


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