Exhibit 10.19


 





Copyright License Agreement


 


This Copyright License Agreement (this "Agreement") is
made effective as of ______, 2016 between ___________, of P.O. Box 1430, Belen, New Mexico 87002 and Brown Technical Publications
Inc, of 1517 San Jacinto, Houston, Texas 77002.


 


In the Agreement, the party who is granting the right to use the
licensed property will be referred to as "_____", and the party who is receiving the right to use the licensed property
will be referred to as "Brown". The parties agree as follows:


 


GRANT OF LICENSE. ____ owns various _____________ ("_________
Content"). ________ Content consists of the articles included in Exhibit A. In accordance with this Agreement, ________ grants
Brown a exclusive license to Use and Sell the _____ Content. _______ retains title and ownership of the _______ Content. Brown
will own all rights to materials, products or other works (the Work) created by Brown in connection with this license.


 


RIGHTS AND OBLIGATIONS. Brown shall be solely responsible
for providing all funding and technical expertise for the development and marketing of the Work in which the licensed property
is used. Brown shall be the sole owner of the Work and all proprietary rights in and to the Work; except, such ownership shall
not include ownership of the copyright in and to the _______ Content or any other rights to the _______ Content not specifically
granted in this Agreement.


 


PAYMENT OF ROYALTY. Brown will pay to _______ a royalty which
shall be calculated as follows: ____ of gross sales on each physical unit sold and ____ of the gross sales price of each digital
unit sold. The royalty shall be paid Monthly by the 20th of the month following the month of sale for the previous month’s
sales. With each royalty payment, Brown will submit to _______ a written report that sets forth the calculation of the amount of
the royalty payment.


 


MODIFICATIONS. Unless the prior written approval of _______
is obtained, Brown may not modify or change the _______ Content in any manner. Licensee shall not use Licensed property for any
purpose that is unlawful or prohibited by these Terms of the Agreement.


 


DEFAULTS. If Brown fails to abide by the obligations of this
Agreement, including the obligation to make a royalty payment when due, _______ shall have the option to cancel this Agreement
by providing 60 days written notice to Brown. Brown shall have the option of preventing the termination of this Agreement by taking
corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the
previous sentence, and if there are no other defaults during such time period.


 


ARBITRATION. All disputes under this Agreement that cannot
be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association.
Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall
be divided equally between the parties. Any award rendered by the arbitrator shall be final and binding on the parties and may
be enforced by a court of law.


 


WARRANTIES. Neither party makes any warranties with respect
to the use, sale or other transfer of the _______ Content by the other party or by any third party, and Brown accepts the product
"AS IS." In no event will _______ be liable for direct, indirect, special, incidental, or consequential damages, that
are in any way related to the _______ Content.


 


TRANSFER OF RIGHTS. This Agreement shall be binding on any
successors of the parties. This Agreement may be assigned without restriction.


 


INDEMNIFICATION. Each party shall indemnify and hold the
other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable
attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this
Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the
sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance
in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination
of this Agreement.


 




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ENTIRE AGREEMENT. This Agreement contains the entire agreement
of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes
any prior written or oral agreements between the parties.


 


AMENDMENT. This Agreement may be modified or amended, if
the amendment is made in writing and is signed by both parties.


 


SEVERABILITY. If any provision of this Agreement shall be
held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid
or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.


 


NOTICE. The address of each party hereto as set forth in
the beginning of this Agreement shall be the appropriate address for the mailing of notices, checks and statements, if any. All
notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received.
Either party may change their mailing address by written notice to the other.


 


WAIVER OF CONTRACTUAL RIGHT. The failure of either party
to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.


 


APPLICABLE LAW. This Agreement shall be governed by the laws
of the State of Texas.


 


SIGNATORIES. This Agreement shall be signed on behalf of
_______ by _______, Owner and on behalf of Brown by Noah Davis, Brown Technical Publications Inc, CEO and effective as of the date
first above written.


 


Copyright Owner: _______


 


Licensee: Brown Technical Publications Inc


 


By: ____________________________________________________


Owner


 


 


By: ____________________________________________________


Noah Davis


Brown Technical Publications Inc


CEO


 


 




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Appendix


 


The following titles are included in this agreement but are not
limited to the following:


 


1.       2014
Texas Electricians Practice Exams and Study Guide


2.       2014
Practical Calculations for Electricians


3.       Electrician’s
Practice Calculations Exams 2014


4.       2014
Electrician’s Exam Book


5.       Electricians
Handbook of NEC Questions 2011


6.       Practical
Calculations for Electricians 2011


7.       2011
Electricians Exam Book


8.       Electrician’s
Practice Calculations Exams 2011


 




 


 


 


 


 


 


 


 


 


 






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