ex103_071108.htm


     

    
      

      

    

     

    Exhibit
10.3

     

     

    
      


      
        


         

        MASTER
SHARED SERVICES AGREEMENT

         

         

         

        BETWEEN

        
 

         

        THE FCP
COMPANIES IDENTIFIED HEREIN

         

         

         

        AND

         

         

         

        THE
SHARED SERVICES COMPANIES IDENTIFIED HEREIN

         

         

         

         

        MADE
EFFECTIVE AS OF

         

        JULY 5,
2008, 11:59 P.M., MOUNTAIN DAYLIGHT TIME

         

        


      

    

     

     

     

    


     


    
      
         


      

      
         


        
          

          

        

        
          

        

      

      
         


      

    


    
      MASTER
SHARED SERVICES AGREEMENT

       

      This
MASTER SHARED SERVICES
AGREEMENT (this “Agreement”), dated as of July
7, 2008, and effective as of July 5, 2008, at 11:59 P.M. Mountain Daylight
Time, is made by and among Franklin Covey Products, LLC, a Utah limited
liability company (“FCP”), Franklin Covey
Products Canada ULC, a Canadian corporation (“FCP Canada”), Franklin Covey
Products Europe Limited, a company registered in the United Kingdom (“FCP Europe”), and FC Products
de Mexico S. de R.L. de C.V. (“FCP Mexico” and, together with
FCP, FCP Canada and FCP Europe, the “FCP Companies”), and Franklin
Covey Co., a Utah corporation (the “Company”), Franklin Covey
Client Sales, Inc., a Utah corporation (“Client Sales”), Franklin
Covey Product Sales, Inc., a Utah corporation (“Product Sales”), Franklin
Development Corp., a Utah corporation (“Development”), Franklin Covey
de Mexico S. de R.L. de C.V. (“FC Mexico”), Franklin Covey
Canada, Ltd. (“Canada”), and Franklin Covey
Europe, Ltd. (“Europe” and together with the
Company, Client Sales, Product Sales, FC Mexico and Canada, the “Shared Services
Companies”).

       

      Recitals

       

      WHEREAS, the Shared Services
Companies and FCP, together with the other Selling Companies named therein,
are parties to a Master Asset Purchase Agreement dated as of
May 22, 2008, as amended (the “Master Asset Purchase Agreement”)
and the Ancillary Agreements contemplated therein (collectively, the “Transaction Agreements”),
including the Master License Agreement effective as of July 5, 2008 at 11:59
P.M. Mountain Daylight Time (the “Master License Agreement”),
pursuant to which the Selling Companies have agreed to sell and license
to FCP or the other FCP Companies, and FCP has agreed to buy and
license, or cause the other FCP Companies to buy and license, from the
Selling Companies, certain assets relating to the Company’s Consumer Solution
Business Unit (the “Business”) as identified
therein; and

       

      WHEREAS, in connection with
the transactions contemplated by the Transaction Agreements, the Shared Services
Companies, FCP and the other FCP Companies have agreed to enter into
this Agreement to provide for the provision of certain shared services on the
terms and conditions and for the time periods set forth in this
Agreement.

       

      NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties
hereto agree as follows:

       

    

    1. Definitions.  Any term used
herein that is not defined in this Agreement but is defined in the Transaction
Agreements has the meaning ascribed to it in the Transaction
Agreements.

     

    2. Shared
Services.

     

    (a) Services.  On
the terms and subject to the conditions of this Agreement, from and after the
Closing Date, the Shared Services Companies will provide to the FCP
Companies the services described on the Schedules attached to this Agreement
(the “Shared Services”)
and other services described in this Agreement.  A list of the
Schedules is attached to this Agreement as Exhibit 1.  Unless
otherwise provided in any Schedule, the term

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Consistent With Past
Practice” means substantially in the same scope, nature and manner as
such services were provided immediately prior to the Closing Date.

     

    (b) Pricing.  In
consideration of the provision of each of the Shared Services, the
applicable FCP Companies will pay the amounts set forth on each of the
Schedules attached hereto (as such schedules may be amended from time to time,
the “Schedules”).  Except
as provided on the Schedules, on or before the first day of each month, the
applicable FCP Companies will pay to the Company, in advance, any fixed fee
amounts for Shared Services to be provided by the Shared Services Companies to
any FCP Companies in each month, as set forth on the
Schedules.  Unless otherwise set forth on the Schedules, the Company
will invoice FCP monthly for all other Shared Services rendered through the
end of each month, or as otherwise provided in the Schedules or agreed by the
parties in writing, and FCP will pay, or will cause the other FCP
Companies to pay, as applicable, all invoices in full within
forty-five (45) days of receipt.  The parties agree that (i)
the amounts set forth in the Schedules (including, but not limited to, the fixed
fees set forth in Schedule A and Schedule B) are based upon historical
allocations of costs attributable to the Business prior to the Closing Date,
and (ii) none of such amounts set forth in the Schedules represent a
premium or mark-up above the Company’s historical allocated or estimated costs
to provide such Shared Services.

     

    (c) Third-Party
Services.

     

    (i) On the
terms and subject to the conditions of this Agreement, the Company will use
commercially reasonable efforts to cause the services set forth on the Schedules
attached hereto, which prior to the Closing Date were provided to the Business
by third parties (“Third-Party
Services”), to be provided to the FCP Companies as set forth on the
Schedules attached hereto.  If any additional services are provided to
the Business by third parties and such services have not been assigned
to FCP pursuant to the Master Asset Purchase Agreement or have not
otherwise been provided for in this Agreement or in the Ancillary Agreements,
the Company and FCP will, in good faith, seek to enter into any additional
Schedules pursuant to Section 2(d) of this Agreement so that such services
may be provided to the FCP Companies.

     

    (ii) If the
Company has not obtained all Required Consents pursuant to the Master Asset
Purchase Agreement, and irrespective of such failure, the Closing occurs, then,
in accordance with Section 2.9 of the Master Asset Purchase Agreement, the
Company will use commercially reasonable efforts to obtain all such Required
Consents as promptly as reasonably practicable following
Closing.  Prior to obtaining such unobtained Required Consents, the
Shared Services Companies will (1) as requested by FCP, (A) use
commercially reasonable efforts to provide the benefits of the Restricted Assets
to the FCP Companies in substantially the same manner as such benefits were
provided to the Business immediately prior to the Closing Date, or (B)
cooperate in good faith with the FCP Companies to pursue and effectuate any
reasonable and lawful alternative arrangement to provide the benefits of the
Restricted Assets to the FCP Companies including, with respect to
unobtained Required Consents relating to leases of real property, entering into
subleases to the extent permitted under the terms of the applicable lease
agreements; and (2) as reasonably requested by any FCP Company,
enforce any rights of the Shared Services Companies under any

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Restricted
Asset or, to the extent permitted under any agreement that is the subject of an
unobtained Required Consent, assign the right to enforce such rights to
the FCP Companies.

     

    (iii) FCP shall
reimburse the Company for any actual costs, expenses or other obligations to
third parties that the Company incurs in performing services related to the
Restricted Assets or enforcing any rights under the Restricted Assets pursuant
to Section 2(c)(ii).  Pursuant to Section 2(b), the Company
will provide FCP an invoice containing a reasonably detailed description of
the services provided by the Company under this Section 2(c)(iii),
and FCP shall pay the Company, for such actual costs, expenses or other
obligations for which it is entitled to reimbursement pursuant to this
Section 2(c)(iii) as set forth in the invoice.  Notwithstanding
anything to the contrary contained in this Agreement, in no event shall
any FCP Company be obligated to reimburse the Company for any costs,
expenses or other obligations incurred by the Company in connection with
obtaining any Required Consent.

     

    (iv) If the
Company successfully obtains a Required Consent following the Closing Date, the
Restricted Assets related to such Required Consent will be transferred to
the FCP Companies pursuant to the terms of the Master Asset Purchase
Agreement and will no longer be subject to the terms of this
Agreement.

     

    (d) Other Shared
Services.  During the term of this Agreement, the Shared
Services Companies may provide additional services to the FCP Companies
pursuant to the terms of this Agreement that are not specifically referenced in
this Section 2 or on the Schedules, provided that such additional services
are requested by FCP in writing, are consistent with the types of services
provided by the Shared Services Companies to the Business prior to the Closing
Date, and are described in a Schedule executed by the parties and attached to
and incorporated into this Agreement.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    3. Standard
of Performance.  For Shared
Services provided directly by the Shared Services Companies, the Shared Services
Companies will perform such Shared Services in a timely, competent and
workmanlike manner and in a nature and at levels Consistent With Past Practice;
provided, however, that if the Shared Services are of a kind that the Shared
Services Companies provide internally or to other Shared Services Companies,
and, following the Closing Date, the Shared Services Companies provide such
Shared Services in a manner or at a level higher than such Shared Services were
provided prior to the Closing Date, such Shared Services Companies will in good
faith provide such Shared Services consistent with the manner or level at which
they are then providing such Shared Services.

     

    4. Relationship
Managers.  Each of the
Company and FCP shall appoint a relationship manager who shall serve as its
primary point of contact in all matters relating to this Agreement (a “Relationship
Manager”).  The Relationship Managers shall participate in
regular meetings to review the parties’ performance hereunder, to resolve any
issues arising out of the rights granted to and obligations undertaken by, the
parties hereunder, to prepare and execute revised and/or additional Schedules
for Shared Services, and otherwise to manage the parties’ relationship under
this Agreement.

     

    5. Confidentiality.

     

    (a) Definition.  “Confidential Information”
means all information disclosed by a FCP Company or a Shared Services
Company (the “Discloser”) to a Shared
Services Company or a FCP Company, respectively (the “Recipient”) (in writing,
orally or in any other form) that is designated, at or before the time of
disclosure, as confidential.  Confidential Information does not
include information or material that (i) is now, or hereafter becomes,
through no act or failure to act on the part of the Recipient, generally known
or available; (ii) is or was known by the Recipient at or before the time
such information or material was received from the Discloser; (iii) is
furnished to the Recipient by a third party that is not under an obligation of
confidentiality to the Discloser with respect to such information or material;
or (iv) is independently developed by the Recipient.

     

    (b) Restrictions on
Use.  The Recipient shall hold Confidential Information in
confidence and shall not disclose to third parties or use such information for
any purpose whatsoever other than as necessary in order to fulfill its
obligations or exercise its rights under this Agreement.  The
Recipient shall take all reasonable measures to protect the confidentiality of
the Discloser’s Confidential Information in a manner that is at least protective
as the measures it uses to maintain the confidentiality of its own Confidential
Information of similar importance.  Notwithstanding the foregoing, the
Recipient may disclose the Discloser’s Confidential Information (i) to
employees and consultants that have a need to know such information, provided
that each such employee and consultant is under a duty of nondisclosure that is
consistent with the confidentiality and nondisclosure provisions herein,
and (ii) to the extent the Recipient is legally compelled to disclose such
Confidential Information, provided that the Recipient shall give advance notice
of such compelled disclosure to the Discloser, and shall cooperate with the
Discloser in connection with any efforts to prevent or limit the scope of such
disclosure or use of the Confidential Information.

     


    
      
         


      

      
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    6. Term and
Termination.

     

    (a) Term.  The
term of this Agreement will commence on the date hereof and continue until the
termination of the last to terminate of the Schedules attached hereto, unless
earlier terminated in accordance with this Section 6, provided that in no
event shall the provisions of Sections 2(c)(ii), (iii) and (iv)
terminate unless and until all Required Consents have been
obtained.

     

    (b) Termination.  Except
as otherwise provided in any Schedule, either the Company or FCP may
terminate any of the Shared Services contemplated in any Schedule at any time
without cause by providing the number of days advance written notice as is
specified in such Schedule for the Shared Services to be
terminated.  Such termination will not affect FCP’s obligation to
make full payment for all services actually rendered under this Agreement prior
to such termination or the parties’ obligations with regard to other Schedules
still in force.

     

    (c) Bankruptcy.  If
either the Company or FCP hereto becomes bankrupt or insolvent, or makes an
assignment for the benefit of creditors, or if a receiver is appointed to take
charge of its property and such proceeding is not vacated or terminated within
ninety (90) days after its commencement or institution, the other may
immediately terminate this Agreement by written notice.  Any such
termination will be without prejudice to accrued rights of the terminating
party, and to other rights and remedies for default.

     

    7. Miscellaneous.

     

    (a) Assignment.  Unless
this Agreement is (i) assigned by any FCP Company to another FCP
Company or (ii) assigned jointly and concurrently with the Master
License Agreement to the same assignee as the valid assignee of the Master
License Agreement subject to all of the terms and conditions of the Master
License Agreement, and any such assignee (whether under clause (i)
or (ii)) expressly agrees in writing to assume all of the obligations of
the FCP Companies or the applicable assigning FCP Company under this
Agreement, no FCP Companies shall, and shall have the right to, assign,
sell, transfer, delegate or otherwise dispose of, whether voluntarily or
involuntarily, by operation of law or otherwise, this Agreement or any of their
rights or obligations under this Agreement without the prior written consent of
the Company in its sole discretion.  Unless this Agreement is assigned
by any Shared Services Company to another Shared Services Company, by operation
of law or pursuant to a Change in Control (as defined below), such Shared
Services Company shall not have the right to, assign, sell, transfer, delegate
or otherwise dispose of this Agreement or any of their rights or obligations
under this Agreement to any third-party without the prior written consent
of FCP in its sole discretion; provided that any
Shared Services Company may assign the performance of any Shared Services to
another Shared Services Company without the consent
of FCP.  Except as expressly provided herein, any purported
assignment, sale, transfer, delegation or other disposition hereunder shall be
null and void.  The term “Change in Control”
means (i) a merger, consolidation or reorganization of a Shared Services
Company other than a merger, consolidation or reorganization resulting in the
voting securities of such Shared Services Company outstanding immediately prior
thereto continuing to represent at least 50% of the combined voting power
of the securities of such Shared Services Company or the surviving entity or any
parent thereof outstanding immediately thereafter, (ii) the acquisition by
a person or persons acting as a group of equity securities,

     


    
      
         


      

      
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    which
together with equity securities already held by such person or persons,
constitutes more than 50% of the total voting power of such Shared Services
Company or (iii) any transfer or other disposition of all or substantially
all such Shared Services Company’s assets.

     

    (b) Severability.  If
any provision of this Agreement, or the application thereof to any person, place
or circumstance, are held by a court of competent jurisdiction to be invalid,
void or otherwise unenforceable, such provision shall be enforced to the maximum
extent possible so as to effect the intent of the parties, or, if incapable of
such enforcement, shall be deemed to be deleted from this Agreement, and the
remainder of this Agreement and such provisions as applied to other persons,
places and circumstances shall remain in full force and effect.

     

    (c) Interpretation.

     

    (i) Unless
otherwise indicated to the contrary in this Agreement by the context or use
thereof:  (a) the words “herein,” “hereto,” “hereof” and words of
similar import refer to this Agreement as a whole and not to any particular
Section, Article or paragraph hereof; (b) references in this Agreement
to Sections or paragraphs refer to sections, articles or paragraphs of this
Agreement; (c) headings of Sections are provided for convenience only and
shall not affect the construction or interpretation of this Agreement; (d)
words importing the masculine gender shall also include the feminine and neutral
genders, and vice versa; (e) words importing the singular shall also
include the plural, and vice versa; (f) the words “include”, “includes” and
“including” shall be deemed to be followed in each case by the phrase “without
limitation”; (g) any reference to a statute refers to the statute, any
amendments or successor legislation, and all regulations promulgated under or
implementing the statute, as in effect from time to time; (h) any reference
to an agreement, contract or other document as of a given date means the
agreement, contract or other document as amended, supplemented and modified from
time to time through such date; (i) “$” and “Dollars” mean the lawful
currency of the United States of America and any threshold set in Dollars herein
shall be deemed to refer to the equivalent amount in any other currency, as the
context may require; and (j) “or” shall include the meanings “either” or
“both;” (k) any statements that an action has not occurred in the past
means that it is also not presently occurring; and (l) any statement that
an item is listed, disclosed or described means that it is correctly listed,
disclosed or described, and a statement that a copy of an item has been
delivered means a true and correct copy of the item has been
delivered.

     

    (ii) The
parties and their respective counsel have participated jointly in the
negotiation and drafting of this Agreement.  In addition, each of the
parties acknowledges that it is sophisticated and has been advised by
experienced counsel and, to the extent it deemed necessary, other advisors in
connection with the negotiation and drafting of this Agreement.  The
parties intend that each representation, warranty and agreement contained in
this Agreement will have independent significance.   Except as
otherwise provided in this Agreement or any Transaction Agreement, when any
party may take any permissive action, including the granting of a consent, the
waiver of any provision of this Agreement or otherwise, whether to take such
action is in its sole and absolute discretion.

     


    
      
         


      

      
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    (d) Amendment and
Waiver.  Except
as otherwise provided herein, including the addition or revision of Schedules
pursuant to Sections 2(d) and 4, this Agreement may not be amended, a
provision of this Agreement or any default, misrepresentation or breach of
warranty or agreement under this Agreement may not be waived, and a consent may
not be rendered, except in a writing executed by the party against which such
action is sought to be enforced.  Neither the failure nor any delay by
any party in exercising any right, power or privilege under this Agreement will
operate as a waiver of such right, power or privilege, and no single or partial
exercise of any such right, power or privilege will preclude any other or
further exercise of such right, power or privilege or the exercise of any other
right, power or privilege.  In addition, no course of dealing between
or among any parties having any interest in this Agreement will be deemed
effective to modify or amend any part of this Agreement or any rights or
obligations of any party under or by reason of this Agreement.  The
rights and remedies of the parties to this Agreement are cumulative and not
alternative.

     

    (e) Governing
Law.  The
domestic law, without regard to conflicts of laws principles, of the State of
Utah will govern all questions concerning the construction, validity and
interpretation of this Agreement and the performance of the obligations imposed
by this Agreement.

     

    (f) Consent to
Jurisdiction.

     

    (i) Each of
the parties submits to the exclusive jurisdiction of any state or federal court
sitting in Salt Lake City, Utah, in any action or proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of the action
or proceeding may be heard and determined in any such court.  Each
party also agrees not to bring any action or proceeding arising out of or
relating to this Agreement in any other court.  Each of the parties
waives any defense of inconvenient forum to the maintenance of any action or
proceeding so brought and waives any bond, surety or other security that might
be required of any other party with respect to any such action or
proceeding.

     

    (ii) The
parties further agree that service of any process, summons, notice or document
by U.S. registered mail to such person’s respective address set forth above
shall be effective service of process for any action, suit or proceeding in the
state and federal courts located in the State of Utah with respect to any
matters to which it has submitted to jurisdiction as set forth above in the
immediately preceding clause (i).

     

    (iii) EACH
PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT
MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER

     


    
      
         


      

      
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    INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS
SECTION.

     

    (iv) The
parties shall attempt in good faith to resolve any dispute or claim arising out
of or relating to this Agreement promptly by confidential mediation under
the CPR Mediation Procedure in effect on the Effective Date, before
resorting to litigation.  If such dispute or claim is not settled by
the parties through mediation within forty-five (45) days after the first
meeting of the parties with the mediator to discuss the matter, or if the
parties agree to terminate mediation sooner, then either party may initiate a
litigation action subject to all of the terms and conditions of this
Agreement.

     

    (g) Limitation on
Liability.

     

    (i) Except as
otherwise set forth in any Schedule, if any of the Shared Services Companies, on
the one hand, or any of the FCP Companies, on the other (in either case,
the “Liable Party
Group”), is held or found to be liable to any of the FCP Companies,
on the one hand, or any of the Shared Services Companies, on the other (the
“Recipient Party
Group”), for any claim, liability, loss or expense (a “Loss”) relating to or arising
from a breach of any representation or warranty contained in this Agreement,
whether based on an action or claim in contract, negligence, tort or otherwise,
the amount of damages recoverable for such Loss by the Recipient Party Group
from the Liable Party Group will not exceed $3,200,000 minus the sum
of (A) the aggregate amount of Losses arising under this Agreement and paid
by the Liable Party Group to the Recipient Party Group, and (B) the
aggregate amount of any liabilities for damages arising from a breach of any
representation or warranty contained in any Transaction Agreement paid by the
Liable Party Group to the Recipient Party Group.

     

    (ii) Except as
otherwise set forth in any Schedule, the Shared Services Companies shall have no
liability to any FCP Company for any Loss arising from or relating
to (A) the Shared Services except to the extent such Loss is caused by the
willful misconduct or fraud of a Shared Services Company or (B) any
services provided by a third party in connection with the Shared Services,
provided, however, that, as reasonably requested by FCP, the Company will
use commercially reasonable efforts to enforce any rights the Shared Services
Companies may have against any such third party or, to the extent permitted
under any agreement with such third party, use commercially reasonable efforts
to assign the right to enforce such rights to FCP.  FCP shall
bear the costs of any enforcement action taken by any Shared Services Company as
contemplated in clause (B) in accordance with the provisions of
Section 2(c)(iii) of this Agreement.

     

    (iii) Except as
otherwise set forth in any Schedule, nothing in this Agreement shall limit the
Shared Services Companies from pursuing all rights and remedies that may be
available to them relating to all amounts due and payable to the Shared Services
Companies by any FCP Company pursuant to this Agreement or any of the
Schedules.

     

    (h) Independent
Contractors.  Each
party is an independent contractor and neither party’s personnel are employees
or agents of the other party for federal, state or other taxes or any other
purposes whatsoever, and are not entitled to compensation or benefits of the
other.

     


    
      
         


      

      
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    Except
for the specific obligations set forth in this Agreement, nothing hereunder
shall be deemed to constitute, create, give effect to or otherwise recognize a
joint venture, partnership or business entity of any kind, nor shall anything in
this Agreement be deemed to constitute either party the agent or representative
of the other.

     

    (i) Notices.  All
notices, demands and other communications to be given or delivered under or by
reason of the provisions of this Agreement will be in writing and will be deemed
to have been given (i) when delivered if personally delivered by
hand, (ii) when received if sent by a nationally recognized overnight
courier service (receipt requested), (iii) five business days after being
mailed, if sent by first class mail, return receipt requested, or (iv) when
receipt is acknowledged by an affirmative act of the party receiving notice, if
sent by facsimile, telecopy or other electronic transmission device (provided
that such an acknowledgement does not include an acknowledgment generated
automatically by a facsimile or telecopy machine or other electronic
transmission device).  Notices, demands and communications to
the FCP Companies and the Shared Services Companies will, unless another
address is specified in writing, be sent to the address indicated
below:

     

    
      	
              If
      to the Shared Services Companies:

               

              Franklin
      Covey Co.

              2200
      West Parkway Blvd.

              Salt
      Lake City, Utah  84119

              Attn:  Lori
      Smith

              Facsimile
      No. (801) 817-8747

               

            
	
              With
      a copy to:

               

              Dorsey
      & Whitney LLP

              136
      South Main Street, Suite 1000

              Salt
      Lake City, Utah  84010

              Attn:  Nolan
      S. Taylor

              Facsimile
      No. (801) 933-7373

               

            
	
              If
      to the FCP Companies:

               

              Franklin
      Covey Products, LLC

              2250
      West Parkway Blvd.

              Salt
      Lake City, Utah  84119

              Attn:  Robert
      Sumbot

              Facsimile
      No.

               

            
	
              With
      a copy to:

               

              Snell
      & Wilmer L.L.P.

              15
      West South Temple, Suite 1200

              Salt
      Lake City, Utah  84101

              Attn:  John
      G. Weston

              Facsimile
      No. (801) 257-1800

            


    


    
      
         


      

      
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    (j) Complete
Agreement.  This
Agreement and the Schedules and Exhibits attached hereto and, when executed and
delivered, the Master Asset Purchase Agreement and the Ancillary Agreements,
contain the complete agreement between the parties and supersede any prior
understandings, agreements or representations by or between the parties, written
or oral.  FCP acknowledges that the Company has made no
representations, warranties, agreements, undertakings or promises except for
those expressly set forth in this Agreement or in agreements referred to herein
that survive the execution and delivery of this Agreement.

     

    (k) Signatures,
Counterparts.  This Agreement
may be executed in one or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
will constitute one and the same instrument.  A facsimile signature
will be considered an original signature.

     

    


     

    


     

    [signature page
follows]

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Master Shared Services Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

     

    
      
        	
                FRANKLIN
      COVEY PRODUCTS, LLC

                 

              
	
                By:

              	 
      /s/ Sarah Merz
	
                Name:

              	 
      Sarah Merz
	
                Title:

              	 
      Chief Executive Officer and President
	
                 
      

                 

              	 
      
	
                FRANKLIN
      COVEY PRODUCTS CANADA ULC

                 

              
	
                By:

              	 
      /s/ Sarah Merz
	
                Name:

              	 
      Sarah Merz
	
                Title:

              	 
      Chief Executive Officer and President
	 
      	 
      
	
                 

                FRANKLIN
      COVEY PRODUCTS EUROPE LIMITED

                 

              
	
                By:

              	 
      /s/ Sarah Merz
	
                Name:

              	 
      Sarah Merz
	
                Title:

              	 
      Chief Executive Officer and President
	 
      	 
      
	
                 

                FC
      PRODUCTS DE MEXICO, S. DE R.L. DE C.V.

                 

              
	
                By:

              	 
      /s/ Sarah Merz
	
                Name:

              	 
      Sarah Merz
	
                Title:

              	 
      Chief Executive Officer and President


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                FRANKLIN
      COVEY CO.

                 

              
	
                By:

              	 
      /s/ Robert A. Whitman
	
                Name:

              	 
      Robert A. Whitman
	
                Title:

              	 
      Chairman and Chief Executive Officer
	
                 
      

                 

              	 
      
	
                FRANKLIN
      COVEY CLIENT SALES, INC.

                 

              
	
                By:

              	 
      /s/ Steve Young
	
                Name:

              	 
      Steve Young
	
                Title:

              	 
      Chief Financial Officer
	 
      	 
      
	
                 

                FRANKLIN
      COVEY PRODUCT SALES, INC.

                 

              
	
                By:

              	 
      /s/ Steve Young
	
                Name:

              	 
      Steve Young
	
                Title:

              	 
      Chief Financial Officer
	 
      	 
      
	
                 

                FRANKLIN
      DEVELOPMENT CORP.

                 

              
	
                By:

              	 
      /s/ Robert A. Whitman
	
                Name:

              	 
      Robert A. Whitman
	
                Title:

              	 
      President
	 
      	 
      
	
                 

                FRANKLIN
      COVEY CANADA, LTD.

                 

              
	
                By:

              	 
      /s/ Robert A. Whitman
	
                Name:

              	 
      Robert A. Whitman
	
                Title:

              	 
      President


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                FRANKLIN
      COVEY EUROPE, LTD.

                 

              
	
                By:

              	 
      /s/ Robert A. Whitman
	
                Name:

              	 
      Robert A. Whitman
	
                Title:

              	 
      President
	
                 
      

                 

              	 
      
	
                FRANKLIN
      COVEY DE MEXICO S. DE R.L. DE C.V.

                 

              
	
                By:

              	 
      /s/ Robert A. Whitman
	
                Name:

              	 
      Robert A. Whitman
	
                Title:

              	 
      President