Exhibit 10.1


 


10.1                                                                          License Agreement dated May 26, 2010
by and among Tigrent, Inc., Rich Global, LLC and Rich Dad Operating
Company, LLC


 


RICH
DAD OPERATING
COMPANY, LLC

LICENSING AGREEMENT


 


Rich Dad Operating
Company, LLC, a Nevada limited liability company (“Rich Dad”),  with
its principal place of business at 4330 North Civic Center Plaza, Suite 101,
Scottsdale, Arizona 85251, Tigrent Inc., a Colorado corporation (“Licensee”), with its principal place of business at 1612 East
Cape Coral Parkway, Cape Coral, Florida 33904, and Rich Global, LLC, a Wyoming
limited liability company (“RG”),
as a consenting party with its principal place of business at 4330 North Civic
Center Plaza, Suite 101, Scottsdale, Arizona 85251 (collectively, the “Parties”),  hereby enter into this Licensing Agreement (“Agreement”) effective March 16, 2010
(the “Effective Date”).


 


WHEREAS, Rich Dad owns or otherwise possesses
exclusive licenses for certain copyrights, trademarks, patents, and other
valuable rights, and the right to license those rights to others;


 


WHEREAS, Licensee has certain expertise in
producing live, in-person personal financial freedom training
seminars/classes/workshops (collectively, “Seminars”);


 


WHEREAS, Rich Dad desires to grant various
licenses to Licensee for use in those seminars; and


 


WHEREAS, Licensee desires to exercise certain of
those rights that Rich Dad controls in and for use with the Seminar programs
for the benefit of both Licensee and Rich Dad.


 


NOW,
THEREFORE, the
parties agree as follows:


 


ARTICLE I


GENERAL


 


Section 1.1
— Term.  The Term of this Agreement (the “Term”) shall commence on the Effective Date first written
above, and shall expire on December 31,
2014, unless terminated earlier in accordance with the terms of this
Agreement.  Notwithstanding the foregoing
sentence, the licenses granted under Article II
of this Agreement will survive termination for a period of 36 months,
but only to the extent necessary for Licensee to comply with contractual
obligations under customer contracts executed prior to the termination of this
Agreement.


 


Section 1.2
— Acknowledgement.  The
Parties acknowledge that Rich Dad Education, LLC, a Wyoming limited liability
company (“RDE”), is in arrears to
Licensee for certain royalty and administrative service fees due under a
previous licensing agreement.  Upon the
Effective Date of this Agreement, when RDE accounts are made available to
Licensee, the RDE business will not be required to repay Licensee.  All merchant reserve funds required by credit
card companies or by banks and formerly maintained in the name of by RDE and
received by Tigrent shall be deposited into the Cash Collateral Account up to
the Reserve Goal.


 


Section 1.3
—  Definitions.  Unless context clearly requires otherwise,
the initial capitalized terms used in this Agreement shall have the meanings
ascribed to such terms below:


 


(a)           “Accounts Receivable” means
any amounts properly due and payable to Licensee from third parties as a result
of sales made pursuant to this Agreement but not yet collected or received by
Licensee.


 


(b)           “Affiliate” or
“Affiliated Entity” means any
entity (i) in which Rich Dad owns more
than a 20% interest, whether directly or
indirectly through other entities; (ii) which
directly or indirectly through other entities owns more than a 20% interest in Rich Dad; (iii) which
is related by blood or marriage to an entity which owns more than a 20% interest in Rich Dad; or (iv) in which more than a 20%
interest is owned by an entity 


 


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which in turn owns more than a 20% interest in Rich Dad.  Collectively, Rich Dad and
its Affiliated Entities may be referenced throughout this Agreement as the “Rich
Dad Companies.”


 


(c)           “Confidential
Information” has the meaning provided
in Section 4.1.


 


(d)           “Current Royalty Payments”
means Licensee’s monthly payments to Rich Dad in an amount equal to 3% of Gross Revenues during the Reserve Replenishment Period
(defined below).


 


(e)           “Exclusive Field of Use” means live, in-person
seminars and training courses on real estate investing, business,
entrepreneurship, the stock market, and other financial market investing (the “Permitted Subjects”). 
Excluded from the Exclusive Field of Use are: (i) live, in-person seminars of any kind conducted by
Rich Dad or any affiliate of Rich Dad at which any of the following are
featured speakers: Robert Kiyosaki, Kim Kiyosaki, or any Rich Dad Personality;
and (ii) live, in-person classes
taught in schools (K-12), colleges or universities to matriculated students as
part of an academic curriculum.


 


(f)            “Gross Revenue” means revenue actually
received by Licensee directly or indirectly related to the Rich Dad Education
Business, specifically including any funds received on Tigrent proprietary
lines from any customer whose initial purchase made from Tigrent was for a Rich
Dad branded product or service, any funds received on promissory notes
collected from students, but excluding any merchant fees, taxes, shipping,
refunds (e.g., returns, right of recession, NSF checks, and credit card
chargebacks), rebates, bad debt and any sums paid to Legacy Learning, LLC, a
Delaware limited liability company, dba Professional Education Institute (“PEI”).


 


(g)           “Intellectual Property” or
“IP” means Rich Dad’s: patents (whether
issued or pending), copyrights (whether registered or not), trademarks and
trade names (whether registered or unregistered); as well as concepts,
developments, trade secrets, methods, systems, programs, improvements,
inventions, data and information (whether in perceivable or machine-readable
form), source code, works of authorship and products whether or not patentable,
copyrightable, or susceptible to any other form of protection, and whether or
not reduced to practice or designated by Rich Dad as IP.  The term IP includes PMI.


 


(h)           “Licensed Languages” means
the English and Spanish languages.


 


(i)            “Licensed Rich Dad Business Information” means the following:


 


(i)                                    Rich
Dad trademarks;


 


(ii)                                Likenesses,
and voices, of Robert and Kim Kiyosaki (subject to prior written approval of
Rich Dad);


 


(iii)                            Documents
and other data (whether in human or machine-readable form) containing
information regarding customers, prospective customers; and


 


(iv)                               Principle,
books, information and other materials of Rich Dad, Robert Kiyosaki or Kim Kiyosaki
solely to the extent that any such materials are incorporated in any Seminar
Materials, Marketing Materials or other materials created by Tigrent and
approved by Rich Dad to conduct the business as contemplated by this Agreement.


 


(j)            “Non-Exclusive Field of Use” means: course
fulfillment via (i) DVD or MP3, and (ii) interactive learning programs designed
specifically for the Internet, but only to the extent such interactive learning
programs are related to the stock market, subject to the prior written approval
of Rich Dad which may be withheld in Rich Dad’s sole and absolute discretion.


 


(k)           “Post-Reserve Goal Royalty Payments” means the royalty that
is due and payable to Rich Dad after the Reserve Goal has been met (i.e., after
the Reserve Replenishment Period, as defined below, has been completed) and is
equal to 10% of Gross Revenue.


 


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(l)            “Proprietary Materials and
Information” or “PMI” means any
and all material provided to Licensee by or on behalf of Rich Dad, including
but not limited to customer lists, products, trade secrets, source code,
development platforms, server system configuration diagrams, lobby server
specifications and programs, middleware, Application Program Interface data for
middleware or otherwise, unpublished artwork, tools, data and contents related
to artwork, whether 2- or 3- dimensional, all
original and secondary audio or visual data, as well as any and all other IP
and/or information which: (i) is
provided to Licensee by or on behalf of Rich Dad or to which Licensee is
provided access by or on behalf of Rich Dad, (ii) is
created developed, or otherwise generated by or on behalf of Rich Dad, (iii) concerns or relates to any aspect of Rich Dad
business or products, or (iv) is,
for any reason, identified or otherwise marked by Rich Dad as confidential;
except such other IP or information which Licensee can show, clearly and
convincingly: (1) is at the time of
disclosure, publicly and openly known as of the date of this Agreement, (2) becomes publicly and openly known
through no fault of Licensee, or (3) is in
Licensee’s possession and documented prior to the commencement of the
relationship between the Parties, lawfully obtained by Licensee from a source
other than from Rich Dad, and not subject to any obligation of confidentiality
or restrictions on use, or (4) is
approved for release by written authorization of Rich Dad.


 


(m)          “Rich Dad Education Business” means the business to be
undertaken by Licensee pursuant to the Rich Dad License based on students whose
contact information was obtained directly or indirectly in connection with the
Rich Dad brand and the Rich Dad Business includes all forms of revenue
subsequently obtained by Licensee from such students, including but not limited
to revenue from the Rich Dad Basic Training, Rich U, Tigrent Advanced Training,
Tigrent mentoring, Tigrent subscription services, and the like.


 


(n)           “Rich Dad Personality” means any authors or co- authors of a
work in the “Rich Dad”, “Rich Dad Advisors”, “Rich Family”,  “Rich Woman”, “Rich Life” or similar series of books and
all other individuals or concerns directly or in directly related to “Rich Dad”, “Rich  Dad Advisors”, “Rich Family”, “Rich Woman”, “Rich Life” or affiliated brands which may
be designated by either Robert T. Kiyosaki or Kim Kiyosaki in his or her sole
discretion.


 


(o)           “Royalty Fee” means either the Current Royalty Payments or
the Unfulfilled Royalty Payments, as applicable.


 


(p)           “Royalty Rate” means (a) during
the Reserve Replenishment Period, 8% of Gross
Revenues which is due and payable as Current Royalty Payments and Unfulfilled
Royalty Payments and (b) after
the Reserve Replenishment Period, 10% of Gross
Revenues, which is due and payable as the Post-Reserve Goal Royalty Payments.


 


(q)           “Territory” means within the borders of Canada, the United
Kingdom and the United States.


 


(r)           “Unfulfilled Royalty Payments”
means Licensee’s monthly payments to Rich Dad that are to accrue concurrently
with the Current Royalty Payments and are based on actual student course
fulfillment or student contract breakage in an amount equal to 5% of Gross Revenues associated with the
applicable student’s contract which were the subject of the course fulfillment
or student contract breakage.  Until the
Reserve Goal is achieved and maintained, the maximum Unfulfilled Royalty
Payments shall be deposited into the Escrow Account established pursuant to Section 3.2 of this Agreement and such amounts shall be
deemed to be still owing to Rich Dad, but not due or payable until the Reserve
Goal has been achieved and Licensee has sufficient cash on hand to make such
payments from operating cash flow.  Once
the Reserve Goal is achieved, then all Unfulfilled Royalty Payments paid into
the Escrow Account shall be made payable by Licensee to Rich Dad in conformance
with Section 3.2 (c) of this
Agreement.  Fulfillment Royalty Payments
shall be made payable by Licensee to Rich Dad to the extent Licensee has
sufficient cash on hand to make such payments from operating cash flow, up to
the 5% maximum.  Any excess amounts due to Rich Dad shall
remain owed by Licensee, but shall not be deemed payable until Licensee has
sufficient cash on hand to make such payments. 
Under no circumstance will Unfulfilled Royalty Payments be payable to
Rich Dad if such payments would cause the Reserve Goal to not be met.


 


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ARTICLE II


LICENSE


 


Section 2.1 — Exclusive License.  Rich Dad hereby grants to Licensee an
exclusive right and license to use, sell, offer to sell, make, reproduce,
distribute, publicly perform, publicly display, modify and otherwise
commercially exploit (collectively “Utilize”) the
Licensed Rich Dad Business Information during the Term, solely within the
Territory and solely within the Exclusive Field of Use.  Any and all goodwill related to the use of
the Rich Dad trademarks and copyrights inures to the benefit of Rich Dad.  Licensee is not permitted to distribute any
products or services including Licensed Rich Dad Business Information outside
the seminars and alternative fulfillment vehicles expressly permitted by this
Agreement.  This License is not
transferable and it may not be sublicensed to any party without Rich Dad’s
prior written consent, which may be withheld in its sole and absolute
discretion, provided however that Licensee may sublicense any of the rights and
licenses granted hereunder to its subsidiaries limited to, Tigrent Learning, Inc.,
Tigrent e-Learning, Inc., Tigrent Group, Inc., Tigrent U.K. Ltd.,
Tigrent Canada, Ltd., Tigrent Enterprises Inc. and Tigrent Communications, Inc.


 


Section 2.2 — Non-exclusive License.  Rich Dad hereby grants to Licensee
a non-exclusive right and license to utilize the Licensed Rich Dad Business
Information during the Term, solely within the Territory and solely within the
Non-exclusive Field of Use.


 


Section 2.3 — Licensed Languages.  The rights and licenses granted under Sections 2.1 and 2.2 are limited
to use in the Licensed Languages.


 


Section 2.4 — Trademark and Name, Likeness and
Voice Licenses.  Rich Dad hereby
grants to Licensee a non-exclusive right and license to use, reproduce,
publicly display, publicly perform and distribute during the Term and within
the Territory: (a) the Rich Dad trademarks
and (b) the name, likeness and voices
of Robert and Kim Kiyosaki to the extent provided or approved by Rich Dad; but
solely in the Exclusive Field of Use and the Non-exclusive Field of Use in
connection with Licensee’s license hereunder. 
All such uses will be subject to Rich Dad’s prior written approval which
may be withheld in Rich Dad’s sole and absolute discretion.


 


Section 2.5 — Transferabilitv/Sublicensing.  The rights and licenses granted under this Article II may not be conveyed, sublicensed, assigned
or otherwise transferred by operation of law or otherwise by Licensee to any
third party without Rich Dad’s prior written consent.  Notwithstanding the foregoing sentence
Licensee may sublicense any of the rights and licenses granted under this Article II to its subsidiaries limited to, Tigrent
Learning, Inc., Tigrent e-Learning, Inc., Tigrent Group, Inc.,
Tigrent U.K. Ltd., Tigrent Canada, Ltd., and Tigrent Enterprises, Inc. and
Tigrent Communications, Inc.


 


ARTICLE III


PAYMENT


 


Section 3.1
—  Payments.  Licensee shall pay to Rich Dad the Current Royalty Payments and the Post-Reserve
Goal Royalty Payments no later than 15 calendar
days after the end of each calendar month via wire transfer to Rich
Dad’s account at Wells Fargo Bank, N.A., ABA Routing No. 121000248, Swift Code WFB1US6S, for the benefit of Rich Dad
Operating Company, LLC, Account No. 568-6625012.  Any Current Royalty Payments and/or
Unfulfilled Royalty Payments that are not paid within 15 calendar days after the end of a given
month shall be considered delinquent. 
Interest shall accrue on such delinquent Current Royalty Payments and/or
Unfulfilled Royalty Payments amounts at a rate of 12% per annum until such past due amounts including any and
all accrued interest on such amounts are paid in-full.


 


Section 3.2 — Unfulfilled Reserve.  The parties recognize the desirability of
maintaining a cash reserve sufficient to ensure that Licensee can fulfill
contractual commitments to RDE and/or Licensee students.  For this purpose, Licensee and Rich Dad shall
establish a separate, restricted escrow account with U.S. Bank, N.A. (the “Escrow Account”), with U.S. Bank, N.A. as escrow agent (the “Escrow Agent”), together with a securities account (the “Cash Collateral Account”) established by Tigrent with Escrow
Agent, as securities intermediary, for the benefit of Rich Dad and Tigrent, as
their respective interests appear hereunder, for the purpose of fulfilling
outstanding contractual student commitments and paying to Rich Dad the
Unfulfilled Royalty Payments.  The terms
governing the use and release of any funds in the Escrow Account and the Cash
Collateral Account are set forth in the Cash Collateral Account and Escrow
Agreement dated as of March 16, 2010
(the “Account Agreement”) among Escrow 


 


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Agent, Tigrent and Rich
Dad.  In order to protect its brand, Rich
Dad requires cash collateral to secure Licensee’s obligations and duties to
fulfill student contracts and to secure Licensee’s obligation to pay to Rich
Dad the Unfulfilled Royalty Payments and the parties are each willing to
contribute funds to be used as cash collateral for those obligations and duties
as provided before.  It is the stated
goal of both parties that the Escrow Account and the Cash Collateral Account
will accumulate an amount of funds which when summed with RDE’s and Licensee’s
merchant deposit reserve funds held with credit card companies or commercial
banks results in an amount equal to 30% of Licensee’s
deferred revenue (the “Reserve Goal”).  The parties will use best efforts to reach
the Reserve Goal as soon as possible on a commercially reasonable basis.  To secure its obligations under this
Agreement, Tigrent shall grant a security interest to Rich Dad in all of
Tigrent’s right, title and interest in and to the Cash Collateral Account and
Tigrent represents and warrants that during the term of this Agreement, Tigrent
shall not grant a lien in the Cash Collateral Account or any property credited
thereto to any other person.


 


(a)                                  To meet the Reserve Goal, the Parties
shall do the following between the Effective Date and the date that the Reserve
Goal is met (the “Reserve Replenishment
Period”):


 


(i)                                    Within 25
days of the conclusion of each calendar month, Tigrent will
calculate its Average Cash Balance as of the end last day of the month.  “Average Cash Balance”
means the average cash balance of all unrestricted funds in Tigrent accounts
for the prior 90-day period, but specifically
excludes (i) proceeds from the sale of, or
other realization on, non-core assets and (ii) any
cash accounts from RDE made available to Tigrent.  In the event that the Average Cash Balance is
in excess of $6,000,000, Tigrent will sweep the excess into
the Cash Collateral Account; provided, however, such deposits shall not be
required to the extent the resulting amount of funds then on deposit in the
Cash Collateral Account are in excess of the Reserve Goal.  Under such circumstances, the Reserve Goal
must remain achieved and maintained for the given month.  The parties agree that Tigrent will not be
required to make the first sweep until July 25, 2010
based upon the Average Cash Balance for April, May and June, 2010.  Tigrent shall
only be permitted to withdraw funds from the Cash Collateral Account at the
written direction of Rich Dad delivered to the Escrow Agent pursuant to the
Account Agreement.


 


(ii)                                On a monthly basis, Licensee shall deposit the
applicable monthly Unfulfilled Royalty Payment into the Escrow Account.


 


(b)                                 In addition to the above-referenced cash deposits, the
parties shall work cooperatively to increase student fulfillment and reduce
deferred revenue.  Examples of such
cooperation may include, attendance by Robert and Kim Kiyosaki at RDE events,
or special marketing programs intended to increase the likelihood of student
fulfillment.


 


(c)                                  Tigrent shall prepare and deliver written
instructions to Escrow Agent so that Rich Dad receives distributions from the
Escrow Account in the following amounts and in accordance with the following
time frames:


 


(i)                                    No later than January 10,
April 10, June 10
and September 10 of each calendar year
of the Agreement, commencing June 10, 2010,
Rich Dad shall receive a base distribution (“Base
Distribution”) in an amount equal to 40%
of the sum of (a) the aggregate deposits
made by Tigrent during the preceding quarter and (b) the
aggregate investment income on the Escrow Account.


 


(ii)                                Each January 10
and June 10 of each calendar year of
the Agreement, commencing on June 10, 2010,
Rich Dad shall receive an excess reserve distribution in the amount by which
the Reserve Goal is exceeded by the sum of (a) amounts
then on deposit in the Cash Collateral Account and the Escrow Account at the
end of the immediately preceding month (after giving effect to the Base
Distribution of even date), and (b) the
merchant deposit reserve funds held with credit card companies or commercial
banks as described above in this Section 3.2


 


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(d)                                  Monthly Reports.


 


(i)                                    Deferred Revenue. 
Licensee shall report to Rich Dad the Licensee deferred revenue and the
actual amount contained in the Escrow Account as Unfulfilled Royalty
Payments.  Such reports will be delivered
within 25 days of the end of the
applicable month.  Licensee shall consult
with Rich Dad with respect to the progress being made to achieve the Reserve
Goal.


 


(ii)                                Cash Operating Profit. “Cash
Operating Profit” or “COP”
means the Total Adjusted Cash Sales less the sum of: (1) all
direct course expenses; (2) all
advertising and sales expenses, including commissions, excluding license fees;
and (3) 9% of Total Cash Sales; which is included in order to estimate
the amount of cash outlays which is recorded as deferred expenses. “Monthly COP Target” means the COP goal for any particular
month.  The Monthly COP Targets for FY 2010 shall be as separately agreed to by the
parties.  The Monthly COP Target for each of Tigrent’s subsequent fiscal
years shall be as set forth in Tigrent’s AOP for such fiscal year as approved
pursuant to this Agreement.   The
parties shall confer on a monthly basis to review and discuss Tigrent’s
progress in achieving the Monthly COP Targets. 
On a monthly basis, commencing April 2010,
Licensee shall prepare a report looking backward at the prior 3 calendar months to determine whether
its operations have generated not less than 85%
of the aggregate COP Targets for the prior 3 calendar months
(the “Profit Hurdle”).  Failure to achieve the Profit Hurdle shall be
a material breach of this Agreement.


 


(e)                                  Investments; Investment Income. 
Funds on deposit in the Cash Collateral Account may be invested such
investment securities as mutually agreed to between Tigrent and Rich Dad.  Tigrent shall be responsible for reporting
any interest or other income received on account of such investments and for
any tax liabilities relating thereto.


 


(i)                                    Investment income on funds deposited to
the Cash Collateral Account shall be credited to the Cash Collateral Account by
the Escrow Agent as and when received; provided, however, in the event the
funds then on deposit in the Cash Collateral Account, after giving effect to
the crediting of such amounts to the Cash Collateral Account, exceed the
Reserve Goal, such investment income shall be distributed to Tigrent to the
extent of such excess.


 


(ii)                                Investment income on funds deposited to
the Escrow Account shall be credited to the Escrow Account by the Escrow Agent
as and when received; provided, however, accrued investment income shall be
distributed to Rich Dad semi-annually not later than 5 business
days following June 30
and December 31 of each calendar year.


 


ARTICLE IV


CONFIDENTIALITY


 


Section 4.1
—  Confidentiality.  In
performing the services under this Agreement, the Parties may be provided or
may otherwise come into the possession of Proprietary Materials and Information
and any other information regarding the business, affairs and services of the
providing party (hereinafter, the “Confidential Information”),
all of which are valuable to the providing party or are required by law or good
business practices to be held confidential. 
Each party agrees to receive, hold and treat all Confidential
Information received from any other party as confidential and secret and agrees
to use its best efforts to protect the confidentiality and secrecy of such
Confidential Information.  Each party
agrees to only divulge Confidential Information to its employees or third
parties who are required to have such knowledge in connection with the
performance of their obligations under this Agreement and such party shall not
disclose, directly or indirectly, any Confidential Information whatsoever,
including without limitation, for its own benefit or any third party’s
benefit.  Confidential Information does
not include information which (i) was or
becomes generally available to the public, (ii) was
or becomes available on a non-confidential basis, provided that the source of
such information was not bound by a confidentiality agreement in respect
thereof, (iii) was within the receiving
party’s possession prior to being furnished by or on behalf of other 


 


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party, provided that the source of such information was not
bound by a confidentiality agreement in respect thereof, or (iv) the information is a duplication of materials that
receiving party already possesses that are not subject to confidentiality
obligations.


 


a)                                      For
purposes of this Article IV, “Confidential Information”  includes
both IP and PMI as defined above.


 


b)                                      Upon termination of this Agreement,
each party shall destroy all copies of the Confidential Information received
from the other party, return all original documents and publicity materials,
discontinue all use of computer links, erase all of the providing party’s
Proprietary Materials and Information, including intellectual property
contained in the receiving party’s computer memory or data storage, and destroy
all Confidential Information stored on computer, disk, CD-Rom or computer
backup within 90 days after this Agreement
terminates.  The receiving party shall
provide a certified document within 90 days stating
that all Confidential Information in the receiving party’s possession has
either been destroyed, erased, or returned, unless such Confidential
Information is required to be disclosed pursuant to paragraph
(d) below or for the fulfillment
of any program.


 


c)                                      Each Party agrees that it will not
disclose any Confidential Information to any third party. Further, each party
agrees that it will not use Confidential Information of the receiving party for
any purpose other than for the performance of the rights and obligations
hereunder during the terms of this Agreement and for a period of 5 years thereafter, without prior written consent of
the disclosing party.  Receiving party
further agrees that Confidential Information shall remain the sole property of
the party providing such information and that it will take all reasonable
precautions to prevent any unauthorized disclosure of Confidential Information
by its employees.  The terms of this Article IV shall survive the termination of this
Agreement.


 


d)                                      The
obligations regarding Confidential Information in this Article IV
do not apply if: (i) the
Parties have agreed in writing to a particular disclosure, use or copying; or (ii) either Party (the “Disclosing
Party”) is requested or becomes legally compelled (by oral
questions, interrogatories, requests for information or documents, subpoena,
civil or criminal investigative demand, or similar process) or is required to
comply with any applicable law or by a regulatory body to make any disclosure
that is prohibited or otherwise constrained by this Agreement.  In such case, the Disclosing Party will
provide the other party with prompt notice of such request and consult with the
other party to the extent practicable, so that it may seek an appropriate
protective order or other appropriate remedy. 
Subject to the foregoing, the Disclosing Party may furnish that portion
(and only that portion) of the Confidential Information that, in the written
opinion of its counsel reasonably acceptable to the other party, the Disclosing
Party is legally compelled or is otherwise required to disclose or else stand
liable for contempt or suffer other material censure or material penalty;
provided, however, that the Disclosing Party must use reasonable efforts to
obtain reliable assurance that confidential treatment will be accorded any
Confidential Information so disclosed.


 


ARTICLE V


RIGHTS
AND RESTRICTIONS ON INTELLECTUAL PROPERTY USE


 


Section 5.1 — Acknowledgement of Ownership.  Licensee acknowledges and agrees that the
rights Rich Dad grants to Licensee pursuant to this Agreement constitute a
limited license of limited duration, and that Licensee rights to use Rich Dad’s
Proprietary Materials and Information terminate with the termination of this
Agreement except to the extent permitted under Section 1.1.  Licensee further acknowledges that nothing in
this Agreement grants Licensee any ownership interest of any kind whatsoever in
Rich Dad’s Proprietary Materials and Information, which ownership rests exclusively
to Rich Dad and/or its Affiliated Entities.


 


Section 5.2 — Disclaimer of Title in Confidential Proprietary
Materials and Information and/or IP.  Licensee
hereby disclaims any right, title, ownership and interest in Rich Dad’s  Confidential Proprietary Materials and
Information and/or IP, except for those specific rights granted to Licensee
herein, and covenants to transfer or 


 


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assign
back to Rich Dad and/or its Affiliated Entities any rights, title, ownership,
or interest that it may acquire in Rich Dad’s Confidential Information.


 


Section 5.3 — Use of Trademarks.  Licensee acknowledges the validity of Rich
Dad’s trademarks, including but not limited to the trademarks “Rich Dad,” “CASHFLOW,” and “The
CASHFLOW  Quadrant” among
many others, as well as the Rich Dad trade dress.  Licensee agrees that it will use only those
trademarks for which it has been granted a license pursuant to this Agreement,
and that it will use those trademarks only in accordance with the terms and
provisions of this Agreement.  Licensee
shall not at any time during or after the Term do or cause to be done any act
or thing contesting or in any way impairing or tending to impair any part of
Rich Dad’s right, title, and interest in the trademarks.


 


Section 5.4 —  No
Affiliation: Use of .Marks. 
Licensee recognizes the great value of the publicity and goodwill
associated with Rich Dad name, its trademarks and trade dress and acknowledges
both that such goodwill exclusively belongs to Rich Dad and any use of the
trademarks inures to Rich Dad and that the trademarks have acquired a secondary
meaning in the mind of the purchasing public. 
Licensee agrees that neither it nor any of its members, directors,
officers, employees, agents, or any entity affiliated with it shall use during
or after the Term Rich Dad’s Intellectual Property or PMI, Proprietary
Materials and Information in any manner that would suggest sponsorship,
affiliation, or joint venture by or with Rich Dad without the express written
consent of Rich Dad specifically for such usage.


 


Section 5.5 - Assignment. 
Licensee hereby assigns to Rich Dad all right, title, and interest that
it may acquire in and to any and all derivatives, abridgements, improvements,
derivative adaptations or modifications to the Confidential Information and IP,
as well as any and all subsidiary rights in other media whether now or later
known which is made or devised by Licensee alone or jointly with others, or
which Licensee creates, conceives or which was first made in connection with
Licensee’s undertakings under this Agreement.


 


Section 5.6 — Infringement.  If Licensee is notified of any actual or
threatened infringement within the Territory of the rights granted to it
pursuant to the licenses granted by this Agreement, Licensee shall immediately
notify Rich Dad of the infringement or potential infringement. Enforcement of
any alleged infringement shall be at Rich Dad’s sole and absolute discretion,
and at Rich Dad’s sole option.  Licensee
shall not have any independent right to enforce the Rich Dad IP rights.  Rich Dad may, at its sole option, grant
Licensee the right to pursue IP infringement on a case-by-case basis.


 


If the parties have notice that a person or concern is
infringing on the use of the Licensed Rich Dad Business Information within the
Exclusive Field of Use, and Rich Dad refuses to enforce its IP right or allow
Licensee to enforce the IP rights granted under this Agreement, then such
action will be a material breach of this Agreement.


 


Section 5.7 —  Reservation
of Rights. All rights not expressly granted to Licensee herein are reserved
to Rich Dad.  Such reserved rights shall,
without limiting the generality of the foregoing, include rights to any
derivative, abridgement, improvement, derivative adaptation or modification, as
well as any and all subsidiary rights in other media, whether now known, or
later devised.


 


Section 5.8 — Effect of Termination by Rich Dad.  If Rich Dad rightfully terminates the License
Agreement due to a material breach by Tigrent (including any Event of Default
set forth in Article VII), then Tigrent
will provide to Rich Dad a non-exclusive, perpetual, transferable,
sublicensable right and license to Utilize: (a) any
intellectual property developed by RDE or Tigrent that was branded with the
Rich Dad logos and that was used as part of: (i) the
free preview seminars or (ii) the
basic seminars, and (b) the
Rich U advanced course materials.  For
the avoidance of doubt, the parties state that this license is not intended to
provide any intellectual property developed by RDE or Tigrent related to any
Advanced training, seminars or courses (except the Rich U Advanced course
materials), as these materials are based on intellectual property developed by
or on behalf of RDE or Tigrent without reference to Rich Dad intellectual
property.


 


8
















 


ARTICLE VI


REPRESENTATIONS,
WARRANTIES, AND ACKNOWLEDGEMENTS


 


Section 6.1
—  Necessary Resources.  Licensee warrants that it has available to it
and shall use, all the rights, tools, utilities, and manpower necessary to
perform and fulfill its obligations under this Agreement.


 


Section 6.2
—  Authority.  Licensee and Rich Dad warrant to each other
that each has the authority to enter into this Agreement and bind itself
thereto.


 


Section 6.3 — Other Agreements Not Breached.  Licensee and Rich Dad warrant to each other
that this Agreement does not violate any agreement either party may have with
third parties, and Licensee and Rich Dad warrant to each other that their
respective performance under this Agreement will not place either party in
breach of any other obligations.


 


Section 6.4
— Others’
Intellectual Property Not Infringed. 
Licensee and Rich Dad each warrant to the other that their respective
performance under this Agreement does not violate any intellectual property or
other proprietary rights of third parties.


 


Section 6.5 —  Ownership
of Intellectual Property.  Rich Dad
represents and warrants to Licensee that it owns or otherwise controls the
copyrights, trademarks, and patents that are or may be the subject of this
Agreement, and that it has the sole and  exclusive right to extend the
limited license of rights herein granted to Licensee.


 


Section 6.6 —  Confidentiality
in Subcontracts.  Licensee represents
that it may contract with third parties (“Sublicensees”)  to perform certain work for Licensee in the
performance of Licensee’s obligations under this Agreement.  Licensee warrants that it will require
Sublicensees to maintain confidentiality with respect to Rich Dad’s
Confidential Information in the same manner as required of Licensee itself
pursuant to this Agreement.


 


Section 6.7 — Duty of Good Faith.  Licensee and Rich Dad represent and warrant
to each other that each will deal with the other in good faith regarding this
Agreement and any interaction incidental thereto, and that neither will act in such
manner as to deprive the other of the benefit of its bargain under this
Agreement.


 


Section 6.8 — Failure of Warranty.  Licensee’s representations and warranties as
set forth in this Article VI
are a material part of this Agreement, and Rich Dad relies on them
accordingly.  If any such Licensee’s
warranties and representations are untrue, inaccurate, or otherwise incomplete,
then Rich Dad, at its option and in addition to any other rights and remedies
it may possess at law or in equity, may make such reasonable demands for
assurances of continued performance from Licensee as Rich Dad shall deem
necessary.  If Rich Dad does not accept
Licensee’s additional assurances, Rich Dad may choose to declare Licensee in
default.


 


Section 6.9 —  Entire
Agreement.  Licensee warrants to Rich
Dad that it has not relied on any oral statements inconsistent with this
Agreement made by Rich Dad, its employees, officers, directors, or agents, and
that this Agreement is the entire agreement between the parties with respect to
the matters herein.


 


Section 6.10 —  Indemnity.  The parties to this Agreement agree to
indemnify and hold each other harmless as follows:


 


Section 6.10.1
—  Indemnity by Licensee.  Licensee agrees to indemnify and hold
harmless Rich Dad and its Affiliated Entities, their licensees, customers,
directors, members, officers, employees, agents, successors and assigns, for,
from, and against all liabilities, demands, judgments, costs, expenses, fees
(including without limitation attorney’s fees), settlements, penalties, or
losses of any nature whatsoever to the extent that they may be incurred in
connection with any third party claim, action, or proceeding claiming or
asserting Licensee’s performance or failure to perform under this Agreement, or
Licensee’s breach of its representations and warranties made as part of this
Agreement.


 


Section 6.10.2 — Indemnity by Rich Dad.  Rich Dad agrees to indemnify and hold
harmless Licensee its subsidiaries and affiliated companies and their
directors, members, officers, employees, agents, successors and assigns, for,
from, and against all liabilities, demands, judgments, costs, expenses, fees
(including reasonable attorney’s fees), settlements, penalties, or losses of
any nature whatsoever to the extent that they may be incurred because of any
third-party claim, action, or proceeding claiming or asserting that the rights
licensed to Licensee by Rich Dad pursuant to Article II,
including Rich Dad Business Information (including all Proprietary 


 


9

















 


Materials and Information
contained therein), violate a third party’s copyright, patent, or trademark or
other intellectual property right; or is otherwise libelous, defamatory, or an
invasion of infringe any third party’s Intellectual Party contains any
defamation or violates any right of privacy or publicity of any party.


 


Section 6.11 — Return of Materials upon
Termination.  Licensee warrants that,
upon termination of this Agreement for whatever reason, it shall return any and
all copies of Rich Dad’s Confidential Information that Licensee has in its
possession, as well as any other documents or things belonging to Rich Dad that
may be in Licensee’s possession, to Rich Dad office forthwith, at Licensee’s
expense.


 


Section 6.12 — Failure to Cease Exploitation.  Licensee acknowledges that its failure
(except as otherwise specifically provided herein) to cease the exploitation of
the Licenses granted under this Agreement at the earlier or termination or
expiration of this Agreement will result in immediate and irreparable damage to
Rich Dad, and to the rights of any other licensors or licensees of Rich Dad. In
addition, Licensee further acknowledges and admits that there is no adequate
remedy at law for such failure and Licensee therefore hereby voluntarily and
knowingly stipulates and agrees that in the event of any such failure, Rich Dad
shall be entitled to seek injunctive relief and other equitable remedies
without the necessity of posting a bond, as well as costs and attorneys’ fees.


 


Section 6.13
- Limitations
on Liability.  In no event will either party be liable for
the punitive damages.


 


ARTICLE  VII


DEFAULT
AND  BREACH


 


Section 7.1
—  Default defined. Rich Dad may, at
its option, declare Licensee to be in default of this Agreement if:


 


(a)                                  Licensee
suffers any material levy, lien, or attachment (“Liens”)
arising after the Effective Date, and fails to either bond or pay-off the Lien
within 20 days;


 


(b)                                  Licensee
files for Chapter 7 or Chapter 11 bankruptcy;


 


(c)                                  Licensee
transfers all or substantially all of its assets;


 


(d)                                  Licensee
suffers any material restriction on its ability to do business as a result of
current or future lawsuits or governmental proceedings;


 


(e)                                  Licensee’s
failure to program sufficient courses so that at least 75% of the prior years’ students have the
opportunity to fulfill the course work purchased during the current calendar
year;


 


(f)                                    Licensee
fails to make any payment to Rich Dad pursuant to this Agreement when due;


 


(g)                                 A
royalty audit reveals a material deviation (>
10%);


 


(h)                                 Licensee
fails to timely perform its material obligations;


 


(i)                                    Licensee
materially breaches any of its representations or warranties in this License
Agreement;


 


(j)                                    A
“going concern” qualification in an
audit opinion for Licensee is issued with respect to any fiscal year after 2010;


 


(k)                                Licensee’s
periodic reports filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1934, as
amended (the “Exchange Act”), fail to comply in
all material respects with the requirements of the Exchange Act;


 


(l)                                    Licensee
attempts to assign, transfer, or sublicense any of the rights and licenses
granted without Rich Dad’s prior written approval, provided however that
Licensee may sublicense any of the 


 


10

















 


rights
and licenses granted hereunder to the extent permitted under Section 2.5;


 


(m)                              Licensee’s
withdrawal of funds from the Cash Collateral Account except pursuant to a
written instruction from Rich Dad to the Escrow Agent;


 


(n)                                 Licensee’s
withdrawal of funds from the Cash Collateral Account based on any report
prepared by the Licensee, after the attainment of the Reserve Goal, in any
amount which would make it so the Reserve Goal was no longer met, without Rich
Dad’s prior written consent;


 


(o)                                  Licensee’s
failure to fulfill at least 50% of
the prior year’s ending Deferred Revenue;


 


(p)                                  Licensee’s
failure to comply with its obligations under Article VIII
of this Agreement.


 


(q)                                  Licensee’s
failure to act in good faith in its dealings with Rich Dad regarding this
Agreement.


 


Section 7.2
—  Default Procedures.  If
Rich Dad chooses to declare Licensee in default after the occurrence of any
event under Section 7.1 or for any other
material breach, then Rich Dad shall provide to Licensee a written
notice of default (“NOD”).  Licensee shall have the right to cure such
default within 30 days of receipt
of the NOD, unless such default event cannot be cured in such 30-day period in which case Licensee must
demonstrate to Rich Dad’s satisfaction within such 30-day period that it has taken reasonable steps to cure such
default event.  If Licensee fails to cure
the default event within the allotted time, Rich Dad may, at its sole and
absolute discretion, declare a material breach of this Agreement and terminate
this Agreement effective immediately. 
Notwithstanding the foregoing, any default under Section 7.1 (a) though (e) are not subject to any cure
period, and create an immediate option to terminate for Rich Dad or deem this
Agreement terminated for purposes of terminating the Escrow Account created
pursuant to the Account Agreement.


 


Section 7.3
— Rights on
Breach.  If Licensee commits an act
or omission that constitutes a material breach of this Agreement, then Rich Dad
may terminate this Agreement effective immediately by delivery of a written
notice of breach and termination, which shall describe the acts or omissions
that constitute the material breach, and shall provide instructions to Licensee
for the return of Rich Dad’s Confidential Information.


 


Section 7.4 — Default Not Exclusive.  Nothing in this Article VII or
otherwise in this Agreement shall restrict or otherwise impair any right Rich
Dad may have in law or equity to terminate this Agreement without further
notice in the event of a total material breach of this Agreement by Licensee.


 


ARTICLE VIII


LICENSEE’S
ADDITIONAL OBLIGATIONS


 


Section 8.1 — Performance Level Reporting.


 


(a)                                  Licensee
to meet the following performance standards:


 


i.                                         Timeliness.  Service Level/Average Speed of Answer.  This is how quickly the average telephone
call is answered.  Licensee’s goal is to
answer 80% of the calls within 3 minutes.


 


ii.                                     Abandonment or percentage of calls not answered.  Licensee’s goal is less than 20% of the calls should abandon within 90 days of the
execution of the definitive license agreement, 18% at the
180 day mark and 15% at the 270 day mark.  Licensee will test announcing current hold
time to anyone who is placed on hold.


 


iii.                                 Responsiveness to satisfy customers who call/write
or e-mail or otherwise communicate with a concern or complaint.  Licensee’s goal shall be to have an initial
response within 24  hours
- 100% of the time.  The goal is to conclude the complaint 


 


11

















 


handling, which would include the customer being
notified and agreeing to the handling as quickly as possible.  Licensee’s goal is to resolve 80% of its complaints within 72 hours.
Refund requests received in writing will be resolved, meaning an official
determination on the refund will be issued within 10 business
days  80% of the time.  Should the customer issue a rebuttal to the
determination, the process will start over again the date of the written
rebuttal.


 


iv.                                    Lagging Indicators.  Those indicators that if managed correctly,
should lead to a reduction in certain areas of customer complaints and a
resultant rise in overall customer satisfaction.


 


v.                                        Source of Complaints.  Customer Complaints from the following
sources should be reviewed and categorized in order to understand how the
organizations of people or processes need to be improved to avoid receiving a
similar complaint in the future:


 


1.             Robert
T. Kiyosaki and/or Kim Kiyosaki


 


2.             Rich
Dad Operating Company, LLC


 


3.             Any
Attorney General Complaint


 


4.             Any
Complaint from a Private Attorney


 


5.             Any
Better Business Bureau (“BBB”) Complaint


 


vi.                                    Customer Surveys.  Feedback mechanisms that customers let
Licensee know:


 


1.                                      What
customers like about doing business with Licensee.


 


2.                                      In
what areas customers want improvements.


 


3.                                      Identify
lagging indicators.  This should allow
Licensee to track satisfaction and dissatisfaction levels over time.  It is important that as Licensee reviews the
trends of lagging indicators, that Licensee creates “Action Plans.”  These Action Plans should commit resources
and talent to developing people and possibly a better process or policy that
eliminates the sources of complaints. 
Most attention is normally directed toward those complaints that are received
most frequently.  Only by measuring these
lagging indicators will Licensee know where to focus its attention on.


 


(b)                                 Licensee
to report on each of the above performance covenants on a weekly basis, in a
form suitable to Rich Dad, in Rich Dad’s discretion, subject to change by Rich
Dad from time-to-time.


 


Section 8.2 — Board Meeting Observation Rights.


 


(a)                                  Licensee
shall permit Rich Dad 1
representative, designated by Rich Dad in its sole discretion (the “Board Observer”), to attend all meetings of Licensee’s Board
of Directors in a nonvoting capacity, and, in connection therewith, Licensee
will provide to such representative copies of all notices, minutes, consents
and other materials, financial or otherwise, which Licensee provides to its
Board of Directors provided, however, that Licensee reserves the right to
exclude such representative from access to any material or meeting or portion
thereof if Licensee reasonably believes, upon advice of counsel, that such
exclusion is reasonably necessary in order for the directors to fulfill their
fiduciary duties or to preserve the attorney-client privilege (such rights, “Board Observation Rights”).


 


(b)                                  Licensee
shall pay, defend, protect, indemnify and hold Rich Dad and its members,
managers, 


 


12

















 


officers, employees, agents and assigns (the “Observer Indemnified Parties”), harmless for, from, and
against any and all losses, causes of action (whether in contract, tort, or
otherwise), claims, costs, damages, demands, judgments, liabilities, suits, and
expenses (including, without limitation, reasonable costs of investigation, and
attorneys’ fees and expenses) of every kind, character, and nature whatsoever
arising out of the exercise of Rich Dad’s Board Observation Rights
(individually and collectively, the “Observer Liabilities”),
including any and all Observer Liabilities arising from the active or passive
negligence of the Observer Indemnified Parties, provided, however, that such
indemnification rights shall include active or passive negligence, but shall
not extend to the gross negligence or willful misconduct of the Observer
Indemnified Parties.


 


(c)                                  Observer
Indemnified Parties shall notify Rich Dad of the existence of any claim,
demand, or other matter to which Licensee’s indemnification obligation applies,
and shall give Licensee a reasonable opportunity to defend the same at its own
expense and with counsel satisfactory to the Observer Indemnified Parties;
provided that the Observer Indemnified Parties shall at all times also have the
right to fully participate in the defense at its own cost.


 


(d)                                  If
the Observer Indemnified Parties are advised in an opinion of counsel that
there may be legal defenses available to it which are different from or in
addition to those available to Licensee or if the Observer Indemnified Parties
shall, after receiving notice of Licensee’s indemnification obligation and
within a period of time necessary to preserve any and all defenses to any claim
asserted, fails to assume the defense or to employ counsel for that purpose
satisfactory to the Observer Indemnified Parties, the Observer Indemnified
Parties shall have the right, but not the obligation, to undertake the defense
of and to compromise or settle the claim or other matter on behalf of, for the
account of, and the risk of Licensee.  In
the event of the exercise of the right set forth in this paragraph
(d),  Licensee shall be responsible for
the reasonable counsel fees, costs, and expenses of the Observer Indemnified
Parties in conducting its defense.


 


(e)                                  Licensee
shall add Board Observer to Licensee’s Directors and Officers insurance policy,
and Licensee shall provide a copy of the Certificate of Insurance showing
coverage for the Board Observer within 15 days of Rich
Dad’s designation of the Board Observer.


 


(f)                                    At
the option of Rich Dad, to be exercised in its sole discretion, Licensee will
take reasonable efforts to cause 1 individual
designated by Rich Dad to be appointed as a member of the Board of Directors of
Tigrent.


 


Section 8.3 — Quality Control.


 


(a)                                  The use of Licensed Rich
Dad Business Information in any Seminar Materials or Seminar shall be subject to prior written
approval of
Rich Dad, including any such approval prior to the Effective Date of this
Agreement.


 


(b)                                Approval
Process:  Licensee shall provide Rich Dad
(to the attention of Marian Van Dyke) a syllabus (in such form as Rich Dad may
reasonably request) for each Seminar and samples of all associated Seminar
Materials (including any collateral items not bearing the Licensed Marks) at
least 10  days prior to
offering or conducting the Seminar or distributing or offering for sale or
otherwise making available to the public the Seminar Materials.


 


(c)                                 Unless
Rich Dad notifies Licensee that the Seminar or Seminar Materials are rejected
within 10 days from receipt by Rich Dad of the
samples, Licensee may go forward with offering the Seminar Materials.


 


(d)                                 After
samples have been approved in writing, Licensee may not make any material
change to the use of the Rich Dad Business Information in the merchandise or
materials without Rich Dad’s prior written approval.


 


(e)                                  Licensee
shall provide Rich Dad, without charge, additional samples of each item of
Seminar 


 


13

















 


Materials from time to time as Rich Dad may
request.


 


(f)                                    At
the expense of Licensee, Rich Dad shall have the right to audit seminar quality
through attendance as follows:  Up to 12 3-day fulfillment seminars per year and up to 12 advanced training seminars per year.


 


(g)                                 Licensee  shall develop (at its own cost) all draft sales and
marketing materials for the Program as the parties shall mutually agree from
time-to-time (“Draft Marketing Materials”), and
shall submit such draft materials to Rich Dad for Rich Dad’s approval, which
Rich Dad may withhold in its sole and absolute discretion.


 


(h)                                 Rich
Dad shall provide Licensee with access to at least 1
Rich Dad employee with current knowledge of Rich Dad, Rich Dad Intellectual
Property, and Rich Dad’s brand marketing strategies, who can provide Licensee
that information for Licensee to incorporate into PEI’s materials marketing the
seminars.  The initial Rich Dad employee
shall be Marian Van Dyke.


 


(i)                                    Upon
receipt of the Draft Marketing Materials, Rich Dad shall have 5 business days to approve of the Draft Marketing
Materials.  If Rich Dad rejects the Draft
Marketing Materials, it shall so inform Licensee in writing, and shall include
in that writing the reasons for the rejections and any suggestions Rich Dad may
have for changes to the Draft Marketing Materials.  If Rich Dad does not respond within 5 business days, the Draft Marketing Materials shall be
deemed approved.


 


Section 8.4 — Customers.  Rich Dad defines a “Customer”
as some someone who has completed the 10 steps in the
CASHFLOW Club Kit.  While others may
purchase Licensee Programs, Rich Dad’s focus is on creating Customers as
defined in this Paragraph.  Licensee will be periodically asked to
support Rich Dad in creating Customers as these people are far more likely to
purchase Licensee programs than other users of Rich Dad’s products and
services.


 


Section 8.5 — Access to Employees and Independent
Contractors.  Licensee shall provide
Rich Dad, and Robert and Kim Kiyosaki access to Licensee employees, subject
matter experts and independent contractors for the purpose of providing
feedback between the parties related to seminar content and presentations,
marketing and advertising review support, and product development and
integration related to the Rich Dad brand and Rich Dad customers; provided that
Rich Dad shall not directly or
indirectly solicit, hire or interfere with the relationship of Licensee and
such employees and to keep confidential any information relating to Licensee
and furnished to Rich Dad, using the same degree of care as Licensee uses to
protect its own confidential information. 
Notwithstanding the foregoing, Rich Dad may also work with
subject matter experts and independent contractors on activities, events and
projects unrelated to Licensee.


 


Section 8.6 — Business Plan.  Licensee shall submit a Business Plan and
Preliminary Budget for the each upcoming year of this Agreement no later than November 1st of the current year.  Rich Dad shall have 10 business
days from the date of submission of the Business Plan to approve or
reject the proposed business plan. Rich Dad may, in sole and absolute
discretion, reject the business plan.  In
particular, Rich Dad will reject the business plan if:


 


(a)                                  the
business plan fails to provide adequate opportunities for at least 75% of the prior years’ students to have
the opportunity to fulfill the course work purchased during the current
calendar year.


 


(b)                                  the
business plan requires multiple visits to the same cities and towns during the
course of a year, at a level which Rich Dad determines, in its sole and
absolute discretion to be detrimental to its brand.


 


If Rich Dad rejects a Business Plan
hereunder, then the parties shall cooperate to attempt to resolve all issues
that form the basis for such rejection. 
Pending the resolution of such issues, Licensee shall continue to
operate its business in a manner that reflects the principles of student
fulfillment that form the underlying basis for this Agreement.


 


14

















 


Section 8.7 — Quarterly Business Review.  Each calendar quarter, RD and Tigrent
will meet to review and discuss Tigrent’s financial performance during the
prior quarter.  Such discussions will
include:


 


(a)                                  Adjusted EBITDA (as publically reported by Tigrent) as a
tool to measure the profitability of Tigrent on cash—basis, as opposed to an
accrual—basis.


 


(b)                                  COP Ratio will be used to determine the COP’s
ability to provide coverage for certain expenses that are not related to direct
course expenses.


 


(c)                                  Total Adjusted Cash Sales.


 


ARTICLE IX


ACCOUNTING
PROCEDURES


 


Section 9.1
—  Agreed
Upon Procedures.  If, after
notification from Rich Dad or an objection to the contents of any accounting
statement rendered by Licensee, the parties are unable to agree upon an
adjustment thereto within 10 days of
such notice, Rich Dad shall propose a nationally or regionally recognized audit
firm (the “Agreed Accountants”)  such
firm to be approved by Licensee (such approval not to be unreasonably withheld
or delayed) to examine Licensee’s books of account. Licensee consents to Rich
Dad, if it deems appropriate, to appoint Agreed Accountants to render
agreed-upon procedures (“Agreed Procedures”)  to review the financial records of
Licensee to ensure that Licensee is complying with its obligations under this
Agreement at Rich Dad expense; provided, however, that such examination of
records shall not occur more frequently than 3 times per calendar year and the
records examined shall be pertinent to the purposes of this Agreement.


 


Section 9.2
—  Certification.  The Agreed Accountants shall certify that
such examination shall be conducted in accordance with the Agreed Procedures
and the then-current generally-accepted auditing standards (“GAAS”) of the applicable society of certified
public accountants for the performance of the Agreed Accountants.  The Agreed Accountants may conduct the
examination at a reasonably convenient time during Licensee’s regular business
hours at the place where Licensee normally keeps the books and relevant
records; provided, however, that in the presence of a representative of
Licensee, the Agreed Accountants may make copies or extracts of Licensee’s
books and records as needed to perform procedures outside Licensee’s offices.


 


Section 9.3 — Insufficient Records.  The fees and costs of the Agreed Accountants
shall be initially borne by Rich Dad; provided, however, that if the Agreed
Procedures audit has been made necessary by the failure of Licensee to ensure
that full and accurate financial records are kept of all matters in accordance
with this Agreement, and/or if an adjustment of greater than or equal to 10% is
determined by any such audit between the records of Licensee and the amounts
actually paid, then Licensee must reimburse Rich Dad for the cost of the Agreed
Procedures including but not limited to the reasonable charges of any
independent accountant.


 


Section 9.4
— Notice.
Rich Dad shall notify Licensee of the outcome of the Agreed Procedures audit,
and if the discrepancy is less than 10% then
Licensee shall take such action as is reasonably required to rectify the
situation so that any discrepancy does not appear in the future. Rich Dad shall
allow Licensee a reasonable amount of time to rectify the discrepancy.


 


Section 9.5
—  Payment of Discrepancy Amounts. Any
discrepancy shall be paid by Licensee to Rich Dad within 10 days
of Rich Dad providing notice thereof to Licensee.


 


ARTICLE X


MISCELLANEOUS


 


Section 10.1 — Cross-Default.  Any default by Licensee under this Agreement
will also constitute a default by Licensee under that certain Cooperation
Marketing and Advertising Agreement (“Cooperative Agreement”)
by and between Licensee, Rich Dad and PEI of even date herewith or
thereabout.  Any termination of this 


 


15

















 


Agreement as a
result of a default or breach under this Agreement shall provide Rich Dad with
the option to also terminate the Cooperative Agreement.


 


Section 10.2 —  Compliance
with Applicable Laws.  Each party
shall use reasonable efforts to comply with all applicable federal and state
laws, rules, and regulations, as well as the applicable laws of the
jurisdiction(s) in which Licensee resides and conducts business.


 


Section 10.3 — Choice of Law.  This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of Arizona, without regard to federal or state choice of law
principles.


 


Section 10.4 — Choice
of Forum.  Any action brought to
enforce or interpret the terms of this Agreement shall be brought exclusively
in either the Superior Court of the State of Arizona in and for the County of
Maricopa; or the United States District Court for the District of Arizona,
located in Phoenix, Arizona.


 


Section 10.5 —  Alternative
Dispute Resolution.  Unless the
parties expressly agree otherwise in writing, any dispute, controversy or claim
between the parties related to interpretation or enforcement of this Agreement
will be determined by binding arbitration in accordance with the rules of
Judicial and Administrative Mediation Services (hereinafter “JAMS”).  If the
parties cannot agree on a JAMS arbitrator 20 calendar days
after notification of the claim, JAMS will appoint an arbitrator to hear the
matter and not by court action.  The
parties shall share equally all initial costs of arbitration.  All decisions of the arbitrator shall be
final, binding, and conclusive on all parties. 
Notwithstanding the above, claims related to termination of this
Agreement, intellectual property, confidentiality and/or injunctive relief will
not be subject to arbitration.  The
prevailing party shall be entitled to reimbursement of attorneys’ fees, costs,
and expenses incurred in connection with the arbitration or litigation.


 


Section 10.6 —  Notice.
All notices, demands, and other communications to be given or delivered pursuant
to this Agreement shall be in writing, and shall be deemed to have been given
and received after: (a) personal delivery;  (b) upon  confirmation
of successful transmission by facsimile; or (c) 3
business days from deposit with the United States Postal Service,
registered or certified mail, return receipt requested, and postage prepaid to
the Notice Address or to the last known address of the party for whom the
notice was intended.


 


Section 10.7 —  Representation
by Attorney.  Each party to this
Agreement has either: (a) been
represented by an attorney of their choice in connection with the negotiation
and execution of this Agreement; or (b) declined
to be so represented by an attorney after having a reasonable opportunity to
secure such representation.


 


Section 10.8 — Amendment.  This Agreement, including all exhibits
attached hereto, may not be amended or modified except by a document signed by
all parties.  Such Amendments or Addenda
shall specifically reference this Agreement and, to the extent that existing
rights or obligations are modified, shall specifically identify the Section(s) of this Agreement affected by the Amendment
or Addendum.


 


Section 10.9 — No Waiver. 
The failure of any party to this Agreement to enforce any particular
provision of this Agreement at any time shall not be construed as a waiver of
such provision or provisions for any future dealing between the parties; nor
shall it in any way affect the validity of this Agreement or any portion
thereof, or any party’s ability to enforce such provision at any time in the
future.  No party’s failure to act on a
breach by the other party shall be construed as a future waiver of any
subsequent breach of the same or other provisions of this Agreement.


 


Section 10.10
—  Merger.  All prior and contemporaneous agreements,
statements, and understandings with respect to the subject matter of this
Agreement, if any, among the parties hereto, or their agents, are merged into
this Agreement, and this Agreement shall constitute the entire agreement
between the parties.


 


Section 10.11
—  Successors.  The terms of this Agreement shall be binding
upon, and inure to the benefit of and be enforceable by, the successors,
assignees, and transferees of the parties hereto.


 


Section 10.12 — Severability.  Each provision of this Agreement shall be
construed to preserve its validity and enforceability to the extent
possible.  In the event any provision of
this Agreement is declared void, invalid, or unenforceable, the provision
should be modified to the extent necessary to make it valid and enforceable.


 


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Section 10.13 — Section Headings.  The section headings of this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


Section 10.14 — Counterparts/facsimile.  This Agreement may be executed in 2 or more counterparts, each of which shall
be deemed to be an original and all of which taken together shall constitute a
single instrument.  This Agreement may be
executed by any party by delivery of a facsimile signature, which shall have
the same force and effect as an original signature.  Any party which delivers a facsimile
signature shall promptly thereafter deliver an originally executed signature to
the other parties; provided, however, that the failure to deliver an original
signature page shall not affect the validity of any signature delivered by
facsimile.


 


Section 10.15 — Survival.  The obligations and duties of Licensee under Articles II — VI, inclusive, and Articles IX
and X shall survive expiration or
termination of this Agreement, regardless of reasons therefor.


 


Section 10.16 — Limits on Capital Expenditures for
non-Rich Dad business.  Tigrent’s
capital expenditures associated with any and all businesses other than the Rich
Dad Education Business will not exceed $500,000 during
any calendar year without the approval of Rich Dad, which will not be
unreasonably withheld.


 


Section 10.17 — Financial Information.  Tigrent
has supplied Rich Dad on the date hereof financial projections (individually
and collectively, the “Information”),
with the intent that Rich Dad would rely on the Information, to the extent
reasonable to do so.  The Information
represents good faith estimates of the performance of Tigrent for the periods
stated therein based upon assumptions which were believed in good faith to be
reasonable when made in all material respects.


 


Section 10.18
— No Intended Third Party Beneficiaries. The parties acknowledge and agree that there are no
intended third party beneficiaries of this Agreement, including without
limitation, other licensees of the Rich Dad brand and intellectual property or
students of the Rich Dad Education Business.


 


[Remainder
of Page Intentionally Left Blank]


 


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ARTICLE XI

PARTY ADDRESSES


 


The
addresses of record for the parties to this Agreement are set forth below,
subject to written modification from time to time:


 


	
  Rich Dad Operating Company, LLC

  4330 North Civic
  Center Plaza, Suite 101

  Scottsdale, Arizona
  85251

   

  Attn: Neil R. Dubé,
  Staff Attorney

  Fax: (480) 949-6085

  	
   

  	
  Tigrent Inc.

  1612 East Cape
  Coral Parkway

  Cape Coral, Florida
  33904



  Attn: James E. May

  Fax: (239) 540-6501

  
	
   

  	
   

  	
   

  
	
  Rich Global, LLC

  4330 North Civic
  Center Plaza, Suite 101

  Scottsdale, Arizona
  85251



  Attn: Neil R. Dubé,
  Staff Attorney

  Fax: (480) 949-6085

  	
   

  	
   

  



 


[Remainder
of Page Intentionally Left Blank]


 


[Signature
Page Follows]


 


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WITNESS
WHEREOF, the
undersigned have caused the parties hereto to enter into this Agreement
effective the date first written above.


 


	
  Tigrent
  Inc.,

  a Colorado corporation

  	
  Rich Global, LLC,

  a Wyoming limited
  liability company  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Steven C. Barre

  	
   

  	
  By:

  	
  /s/  Michael R. Sullivan  

  
	
   

  	
  Steven C. Barre

  	
   

  	
   

  	
  Michael R. Sullivan  

  
	
   

  	
  Interim Chief Executive Officer

  	
   

  	
  Director of Operations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rich
  Dad Operating Company, LLC, 

  	
   

  	
   

  
	
  a Nevada limited liability company  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael R. Sullivan  

  	
   

  	
   

  	
   

  
	
   

  	
  Michael R. Sullivan  

  	
   

  	
   

  	
   

  
	
   

  	
  Director of Operations

  	
   

  	
   

  
						



 


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