Exhibit 10.15


 


LICENSE AGREEMENT


 


This is an Agreement between Whitney Information Network, Inc., a
Colorado corporation (“WIN”) and Rich Dad Education, LLC, a Wyoming limited
liability company,(the “Licensee”),


 


WHEREAS, WIN and Rich Global, LLC. a Wyoming limited liability company
(Rich Dad), have entered into a Limited Liability Company Agreement (the “LLC
Agreement”) of even date herewith pursuant to which WIN has agreed to enter
into this License Agreement and Rich Dad has agreed to enter into a license
agreement through which Licensee is given the right to use certain intellectual
properties relating to certain Business Information and certain trade names,
trademarks, and servicemarks (“Rich Dad Marks”);


 


WHEREAS, WIN has the right to grant licenses with respect to use of
certain intellectual properties relating to marketing models and systems for
conducting seminars (the WIN model).


 


WHEREAS, Licensee desires to utilize certain of those intellectual
properties upon and in connection with certain seminars hereinafter described;


 


Accordingly, the parties agree as follows:


 


1. Definitions


 


1.1           The term “Business”
means the sole activities of promoting, marketing, and conducting educational
seminars on Permitted Subjects utilizing the “Modified WIN Marketing Model”
described in Appendix 1.1.


 


1.2           The term “Permitted
Subjects” mean the subjects of real estate, business, the stock market, and
such other subjects, if any, identified in Schedule 1.2 as may be amended in
writing from time to time by the parties.


 


1.3           The term “Field of
Use” means seminars on the Permitted Subjects offered to the general public
which are not represented as having WIN Personalities as speakers or
participants. The Field of Use does not include “Coaching” or other
subscription based programs.


 


1.4           The term “WIN
Personalities” means Russ Whitney and other individuals otherwise associated
with WIN and its affiliated brands.


 


1.5           The term Know-How”
means general and specific knowledge, experience and information, not in
written or printed form.


 


1.6           The term “Business
Data” means documents and other media (whether in human or machine readable
form) pertaining to conducting the Business including, but not 


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


limited to, plans, specifications, descriptions of procedures, quality
and inspection standards, test records and data.


 


1.7           The term “Customer
Data” means documents and other media (whether in human or machine readable
form) containing information, regarding customer and prospective customers.


 


1.8           The term “Business
Information” means Know-How, Business Data, and Customer Data.


 


1.9           The term “Licensed
WIN Business Information” means Business Information applicable to the
development or conducting the Business communicated to, or embodied in items
delivered to, the Licensee by or on behalf of WIN.


 


1.10         The term “Seminars”
means seminars presented by Licensee during the term of this License Agreement.


 


1.11         The term “Seminar
Materials” means all advertising and promotional materials, handouts,
workbooks, presentations, manuals, software programs, and any other literature
or material and other collateral items employed, provided, distributed, sold,
or otherwise made available in connection with the Seminars.


 


1.12         The term “Confidential
Information”, as used in this License Agreement, means any and all Technology,
business information and/or data which is not readily ascertainable by proper
means and which derives economic value, actual or potential, from not being
generally known, and which has been the subject of efforts that are reasonable
under the circumstances to maintain its secrecy. All Business Information
and/or information relating to the products or operations of a party, which is
provided to the other party, or to which the other party otherwise obtains
access, pursuant to, or as a result of, this Agreement shall be treated as
Confidential Information hereunder; Except such information which the other
party can clearly show: (a) at the time of this Agreement is publicly and
openly known; (b) after the date of this Agreement becomes publicly and
openly known through no fault of the other party; (c) comes into the other
party’s possession and lawfully obtained by the other party from a source other
than from the party or a source deriving from the party, and not subject to any
obligation of confidentiality or restrictions on use; or (d) is approved
for release by written authorization of the other party.


 


1.13         The term “Licensed
Marks” means the trade names, trademarks, and servicemarks identified in
Schedule 1.13 to this License Agreement (as may be amended from time to time by
written agreement of the parties), as well as any abbreviations, initialisms,
and derivations thereof.


 


1.14         The term “Rich Dad
Marks” means the trade name “Rich Dad Education”, the Rich Dad Education Logo,
and such other trade names, trademarks, and servicemarks 


 


[***] Confidential treatment requested. Omitted portions have been filed
separately with the Securities and Exchange Commission.


 

















 


identified in Schedule 1.14, as well as any abbreviations, initialisms,
and derivations thereof.


 


1.15                         The term “Territory”
means the United States of America and Canada.


 


1.16                         The term “Accounting
Period” shall mean a three (3) month period commencing on January 1, April 1,
July 1 and October 1 and ending on March 31, June 30, September 30
and December 31, respectively, during the Term of this License Agreement.


 


1.17                         The term “Term”
means the period of time from the execution date of this Agreement until the
Agreement is terminated as provided in Paragraph 10.2 hereof.


 


2. Grant of License


 


2.1                               Subject
to the terms and conditions of this License Agreement, WIN hereby grants to the
Licensee:


 


a. A right and license to use, subject to Section 5, the Licensed
WIN Business Information in, and in connection with, the Business in the Field
of Use in the Territory.


 


b. A right and license to use the Licensed Marks in connection with the
Business in the Field of Use in the Territory, but solely in conjunction with
use of the Rich Dad Marks pursuant to the license agreement between licensee
and Rich Dad.


 


2.2                               The
Licensee shall not:


 


a. use the Licensed WIN Business Information
or Licensed Marks other than as permitted by this License Agreement;


 


b. during the term of this License Agreement
provide Seminars with which Know-How and Business Data comprising Licensed WIN
Business Information are not used;


 


c. during the term of this License Agreement
provide seminars other than pursuant to this License Agreement; or


 


d. during the term of this License Agreement,
advise on, promote, offer for sale or sell:


 


i. any investments or opportunities to
invest; or


 


ii. any product or service not approved by
WIN before hand in writing pursuant to Section 5.


 


2.3                               WIN
shall not, during the term of this License Agreement, grant any third party a
license to use the Licensed Trademarks within the Field Of Use. Licensee
acknowledges that WIN may itself provide, or separately license others to
provide, products and/or 


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


services outside of the Field of Use. WIN may provide seminars under
the Licensed Marks in which WIN Personalities are speakers or participants,


 


and WIN Personalities may speak or participate in seminars hosted or
sponsored by third parties.


 


2.4           The Licensee may not
grant sublicenses hereunder or assign this License to any third party without
the prior written approval of WIN. Any attempted sublicense or assignment in
derogation of this provision shall be null and void.


 


3. Use of and Rights in the Licensed WIN
Business Information


 


3.1           WIN shall provide to
Licensee, in such form as reasonably requested by Licensee, Customer Data
applicable to the development or conducting the Business (i.e., comprising
Licensed WIN Business Information), pursuant to the LLC Agreement within a
reasonable time, and shall provide seasonable updates.


 


3.2           WIN shall provide to
Licensee, in such form as reasonably requested by Licensee, access to Know-How
and Business Data comprising Licensed WIN Business Information sufficient for
the development or conducting the Business.


 


3.3           Licensee shall
submit a marketing plan to WIN for approval specifying the frequency of contact
with respect to customers reflected in the Customer Data and such other
information as WIN may reasonably request. Licensee shall not contact such
customers until such plan is approved by WIN or other than in accordance with
such approved plan.


 


3.4           All Seminar
Materials including or derived from WIN Business Information shall include all
proprietary notices (e.g. copyright notice, patent marking) reasonably
requested by WIN.


 


3.5           Licensee
acknowledges and agrees that this License Agreement grants Licensee no title or
right of ownership in or to the Licensed WIN Business Information. The Licensee
shall not at any time do or cause to be done any act, omission, or thing
contesting or in any way impairing or tending to impair any part of WIN’s
right, title and interest in the Licensed WIN Business Information.


 


3.6           In the event the
Licensee shall be deemed to have acquired any rights in the Licensed WIN
Business Information in the Territory (or anywhere in the world), the Licensee
shall assign, and agrees to execute all documents reasonably requested by WIN
to assign, all such rights in the Licensed WIN Business Information to WIN or
its nominee.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


3.7           Nothing in this
License Agreement shall limit the right of WIN to limit the rights or access of
the WIN to its own Business Information, or Licensed WIN Business Information.


 


4. Use of and Rights in the Licensed Marks,
Marking


 


4.1           The Licensee shall
use the Licensed Marks only in accordance with the terms of this Agreement, and
shall not use the Licensed Marks, any derivations thereof, or any Mark
confusingly similar thereto, except as permitted under this Agreement.


 


4.2           The Licensee shall
maintain high standards of quality, style, appearance and service with respect
to all seminars provided hereunder, and Seminar Materials. All seminars; and
Seminar Materials, shall be in accordance with all applicable laws and
regulations, and shall not violate or infringe any right of privacy or
publicity, copyright, or trademark or constitute defamatory, obscene, or
unlawful matter, or otherwise violate or infringe any personal or proprietary
rights of any person, firm, or corporation.


 


4.3           All uses of Licensed
Marks are subject to approval of WIN. The Licensed Marks shall be used only in
connection with seminars and Seminar Materials that have been approved by WIN
pursuant to Section 5.


 


4.4           All Seminar
Materials shall include all proprietary notices (e.g., trademark markings,
copyright notice, patent marking) reasonably requested by WIN.


 


4.5           The Licensee
acknowledges the validity of the Licensed Marks. The Licensed Marks (and all
versions and derivatives thereof) are owned by WIN and shall be and remain the
exclusive property of WIN. All rights in and to the Licensed Marks other than
those specifically granted to the Licensee herein, are reserved to WIN for its
own use and benefit. The Licensee shall not acquire any ownership rights in or
to the Licensed Marks and all use of the Licensed Marks by the Licensee shall
inure to the benefit of WIN or its nominee.


 


4.6           In the event the
Licensee shall be deemed to have acquired any rights in the Licensed Marks
within the Territory (or anywhere in the world), the Licensee shall assign, and
agrees to execute all documents reasonably requested by WIN to assign, all such
rights in the Licensed Marks to WIN or its nominee.


 


5. Quality Control


 


5.1           All Seminars
(including curriculum) and all Seminar Materials shall be subject to approval
of WIN. The Licensee shall provide WIN access to samples for quality review
upon WIN’s reasonable request.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


5.2                               Approval
Process


 


a. Licensee shall provide WIN a syllabus (in
such form as WIN may reasonably request) for each Seminar and samples of all
associated Seminar Materials (including any collateral items not bearing the
Licensed Marks) prior to offering or conducting the Seminar or distributing or
offering for sale or otherwise making available to the public the Seminar
Materials.


 


b. Unless WIN notifies Licensee that the Seminar
or Seminar Materials are rejected within thirty (30) days from receipt by WIN
of the samples, Licensee may go forward with offering the Seminar and Seminar
Materials, subject to paragraph 5.3.


 


c. After samples have been approved Licensee
may not make any material change in the merchandise or materials without WIN’s
prior approval.


 


d. Licensee shall provide WIN, without
charge, additional samples of each item of Seminar Materials from time to time
as WIN may reasonably request.


 


e. Paragraph 5.2b notwithstanding, any
product, service or other collateral items (whether or not bearing the Licensed
Marks) provided, distributed, offered for sale, or otherwise made available in
connection with the Seminars shall be separately submitted to WIN, and shall not
be provided, distributed, offered for sale, or otherwise made available in
connection with the Seminars unless and until WIN approves such product,
service or other collateral items in writing.


 


5.3                               If
WIN determines at any time that there is a deficiency in a Seminar or Seminar
Materials, WIN shall notify Licensee of the deficiency, and Licensee shall, as
soon as practicable, but in any case within a 30-day period from such notice
remedy the deficiency to WIN’s satisfaction.


 


6. Confidentiality


 


6.1                               Each
party acknowledges the other’s Confidential Information is unique and valuable
and was developed or otherwise acquired by the other at great expense, and that
any unauthorized disclosure or use of the other’s Confidential Information
would cause the other irreparable injury loss for which damages would be an
inadequate remedy. The party agrees to hold such Confidential Information in
strictest confidence, to use all efforts reasonable under the circumstances to
maintain the secrecy thereof, and not to make use thereof other than in
accordance with this License Agreement, and not to release or disclose
Confidential Information to any third party without the other’s prior written
consent, subject to a court order, or subject to a sublicense consistent with
this Agreement and requiring the sublicensee to maintain the Confidential
Information in strictest confidence, to use all efforts reasonable under the
circumstances to maintain the secrecy thereof, not to make use thereof other
than in accordance with the sublicense Agreement, and not to release or
disclose Confidential Information to any third party without the other’s prior
written consent.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


6.2           Each party further
acknowledges that any violation of this Section 6 shall constitute a
material breach of this License Agreement resulting in irreparable injury to
the non-breaching party and agree that, in addition to any and all other rights
available to the non-breaching party by law or by this Agreement, the
non-breaching party shall have the right to have an injunction entered against
the party to enjoin any further violations of this Agreement.


 


7. License Fees and Reporting


 


7.1           In partial
consideration of the Licenses granted hereunder, the Licensee shall pay to WIN
a royalty in the amount of ***. Royalties with respect to activities within an
Accounting Period shall be paid to WIN within 30 days of the end of the
Accounting Period, except that no royalties or license fees shall be paid to
WIN prior to one hundred fifty (150) days following the initial free customer
acquisition Seminar. Payments will be made in U.S. Dollars and shall be
considered to have been made when received by WIN at its principal place of
business.


 


7.2           Gross revenue shall
be considered realized when received by Licensee and shall be net of any
separately itemized taxes, shipping, rebates, and discounts.


 


7.3           For each Accounting
Period, the Licensee shall render to WIN, a written statement, in such form as
WIN may request, setting forth the place, date, subject and attendance of
seminars provided by Licensee during the Accounting Period, the applicable
admission price, and such other information as WIN may reasonably request to
verify the royalty payments due hereunder. Such statement shall be provided
whether or not a royalty payment for the Accounting Period is to be made. The
Licensee shall keep-such written records respecting seminars and attendance
thereat put on by the Licensee as WIN may reasonably request so that royalties
payable hereunder may be accurately determined, and shall permit such records
to be examined by WIN or its authorized representative at any reasonable time
during regular business hours to verify the records, reports and payments
herein provided.


 


7.4           Licensee shall be
responsible for, and shall pay, all sales, value added and similar taxes, if
any, which may be imposed on any receipts of the seminars hereunder, as well as
any other tax based upon Licensee’s use of the Licensed WIN Business
Information, or Licensed Marks in connection with the seminars.


 


8. Performance Requirements


 


8.1           Licensee shall use
all reasonable commercial efforts to exploit and use the Licensed WIN Business
Information for the benefit of Licensee and WIN.


 


8.2           Licensee shall
advertise and promote the seminars in a manner consistent with normal business
practices using all reasonable commercial efforts to achieve the maximum
attendance possible for its seminars.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 
















 


8.3                               In
the event of any of the following circumstances, WIN at its sole discretion
may, by written notice, terminate the licenses under this License Agreement:


 


a. the Licensee fails to make seminars
available for sale in the marketplace within 6 months of the Effective Date;


 


b. any time after the first anniversary of
this Agreement, the number of free customer acquisition Seminars provided fall
below 6 in two of three successive Accounting Periods.


 


9. Warranties and Representations


 


9.1                               WIN
warrants and represents that:


 


a. It has the right to grant the licenses and
enter into this Agreement without seeking the approval or consent of any third
party and without payments to any third party;


 


b. There are no existing or threatened claims
or proceedings by any entity relating to the Licensed WIN Business Information,
or Licensed Marks or challenging WIN’s ownership of the same;


 


c. None of the Licensed WIN Business
Information, or Licensed Marks are subject to any outstanding order, decree,
judgment, stipulation, written restriction, undertaking or agreement limiting
the scope or use of the Licensed WIN Business Information, or Licensed Marks or
declaring any of it abandoned;


 


d. To the best of WIN’s knowledge, with
respect to the Licensed WIN Business Information, or Licensed Marks, WIN has
not interfered with, infringed upon, misappropriated, or otherwise come into
conflict with any intellectual property rights of third parties, and WIN has
not received any charge, complaint, claim, or notice alleging any such
interference, infringement, misappropriation or violation nor does WIN have any
knowledge that any such charge or claim may be forthcoming; and


 


e. To the best of WIN’s knowledge, any trade
secrets comprising part of the Licensed WIN Business Information have been
properly maintained as trade secrets.


 


9.2                               Licensee
warrants and represents that:


 


a. Licensee has all rights necessary and is
fully authorized to enter into and perform under this Agreement;


 


b. There are no existing or threatened claims
or proceedings by any entity against Licensee that would impair Licensee’s
ability to perform under this agreement.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


10. Term and Termination


 


10.1                         The
license hereunder shall commence upon the Effective Date, and shall continue
until terminated pursuant to Paragraph 10.2 of this Agreement.


 


10.2                         The
license hereunder may be terminated


 


a. By either party in the event of a breach of
this License Agreement by another party that is susceptible of cure,
immediately, upon the end of a 30¬day period after written notice of such
breach to the breaching party, if such breach is not cured within the 30-day
period.


 


b. By either party, in the event of a breach
of this Agreement by another party that is not susceptible of cure,
immediately, upon written notice of such breach to the other party.


 


c. By either party, immediately, if the other
party becomes insolvent, makes an assignment for the benefit of its creditors,
or becomes the subject of any bankruptcy or insolvency proceedings, or ceases
to do business.


 


d. By WIN pursuant to Paragraph 8.3.


 


e. By WIN, immediately, in the event of a
breach by Licensee (that is susceptible of cure) which impairs or tends to
impair the value of, the goodwill associated with, or any part of WIN’s right,
title and interest in, the Licensed Trademarks and/or the Licensed WIN Business
Information, if after written notice of such breach to Licensee, such breach is
not cured as soon as practicable, but in any case within a 30-day period from
such notice.


 


f. By WIN, immediately, in the event that
Licensee attempts to assign, transfer or sublicense any of the rights and
licenses’ granted hereunder without WIN’s prior written approval except as
permitted under Paragraph 2.3


 


g.  By
Licensee, immediately, in the event that Licensee is enjoined from practicing
the Licensed WIN Business Information by a court of competent jurisdiction, by
reason of the Licensed WIN Business Information per se violating the rights of
a third party. This provision, however, shall not apply if the injunction
relates to:


 


i. a product, system, combination, method or
process in which the Licensed WIN Business Information is or may be used, where
use of the Licensed WIN Business Information standing alone is not enjoined;


 


ii. a modification or other alteration of the
Licensed WIN Business Information by any person or entity other than WIN, where
use of the 


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


unmodified or unaltered Licensed WIN Business Information provided by
WIN is not enjoined;


 


iii. an aspect or feature of the Licensed WIN
Business Information, not specifically proposed by WIN and specifically
required by Licensee or implemented by or for Licensee, where the Licensed WIN
Business Information, without such aspect or feature is not enjoined; or


 


iv. one manner of practicing the Licensed WIN
Business Information, where the practice of another commercially viable manner
of practicing the Licensed WIN Business Information is not enjoined.


 


10.3                         Upon
termination of the license hereunder, all rights and privileges in and to the
Licensed WIN Business Information and Licensed Marks granted to the Licensee
herein shall automatically revert to WIN or its nominee, and the Licensee shall
immediately cease any use thereof.


 


10.4                         Paragraphs
3.6, and Sections 6 (Confidentiality), and 11 (Indemnification) hereof shall
survive termination (for any reason) of this License Agreement.


 


11. Indemnification


 


11.1                         Each
party shall defend, indemnify and hold harmless the other party against and
from all claims, demands or causes of action, as well as any and all damages, expenses,
costs, interest and reasonable legal fees, including those incurred on appeal,
in any way related to, arising out of or connected with a breach of the
indemnifying party’s representations, warranties or agreements, or otherwise
with respect to the indemnifying party’s conduct and actions, under and
pursuant to this Agreement.


 


12. Insurance


 


12.1                         Licensee
shall obtain and maintain in effect during the term of this Agreement and so
long as Licensee uses Licensed WIN Business Information and/or the Licensed
Marks, appropriate liability insurance policies in such amounts and against
such risks as are obtained and maintained by companies similarly situated, and
Licensee shall, at Licensee’s expense, name WIN as an additional insured under
such policies. Licensee shall furnish WIN, for WIN’s review and approval, a
certificate of insurance evidencing the insurance coverage then in effect,
which certificate shall indicate that the policies of insurance shall not be
cancelable without at least 30 days prior written notice to WIN.


 


13. Waiver


 


13.1                         The
failure of either party at any time or times to demand strict performance by
the other party of any of the terms, covenants or conditions set forth herein
shall not be construed as a continuing waiver or relinquishment thereof, and
either party may at any 


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


time demand strict and complete performance by the other party of said
terms, covenants and conditions.


 


14. Notices


 


14.1                         All
notices and other written communications required to be given under this
Agreement shall be in writing and shall be delivered to the addressee in
person, . mailed by registered or certified mail, return receipt requested, or
transmitted via tele-facsimile (fax). Any such notice shall be deemed to be
delivered, given and received for all purposes as of the date so delivered, if
delivered personally or if sent by facsimile transmission, or, if sent by certified
or registered mail, three days following the date on which the same was
deposited in a regularly maintained receptacle for the deposit of United States
mail, postage and charges prepaid. The addresses and Fax numbers of the parties
(until written notice of change shall have been given) shall be as follows:


 


To WIN


Fax:


With a copy to:


To Licensee:


With a copy to:


 


15. Binding Effect


 


15.1                         This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.


 


16. Governing Law


 


16.1                         This
agreement is made under and shall be governed by and construed in accordance
with the laws of the United States and the internal laws of the State of
Arizona without reference to principles of conflict of laws.


 


17. Force Majeure


 


17.1                         To the
extent any event beyond the control of either party (such as an act of God,
action of the elements, man-made or natural disaster, industry or supplier
strike or other labor disturbance, or civil or military disturbance) shall
prevent such party from performing any of its duties or obligations hereunder
by the date provided or to be provided, the time for such performance shall be
deemed extended for a period of time equivalent to the duration of such event;
provided, however, that the party so prevented from performing must give prompt
written notice to the other party of the nature of such event, the date when
such event shall have taken place, and the date when the duration of such event
shall have terminated; and further provided, however, that if performance shall
be so prevented for a period of more than six months, the other party may
terminate this Agreement by written notice of such termination, and thereafter
neither party hereto shall be under any further liability or obligation to the
other hereunder.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


18. Dispute Resolution


 


18.1                         It is the
Parties’ desire that any disputes that might arise between them be amicably
settled, without resort to litigation, and the Parties will attempt to settle
any such disputes through consultation and negotiation in good faith and in a
spirit of mutual cooperation. All disputes or disagreements arising between the
Parties, out of or relating to this Agreement, that cannot be resolved by the
involved employees of the Parties, shall be brought before a conciliation
committee, consisting of one management executive from each Party. The
executives shall be of at least vice presidential level, and with the authority
to bind the Parties. The conciliation committee shall, within fifteen (15) days
after a written request from either Party, meet in person (or telephonically,
if agreeable to both Parties) and attempt to work out a settlement. Such
meeting shall be held at the facility of the non-requesting Party, or such
other location as mutually agreed upon by the Parties.


 


18.2                         Notwithstanding
this Section 18, judicial proceedings may be brought without need for
prior arbitration:


 


a. by either Party, for interim relief
pending resolution pursuant to this Section 18 of the Agreement;


 


b. by WIN for nonpayment by Licensee of
undisputed royalties; or


 


c. by either Party for injunctive relief
pertaining to violation of Section 6, Confidentiality.


 


19. Enforcement of Intellectual Property
Rights


 


19.1                         Notice of
Infringement. WIN and Licensee shall promptly notify one another in writing of
any alleged infringement of the Licensed Marks within the Field Of Use. Within
15 days of the receipt of such notice or such other period as may be agreed to
by the parties, WIN and Licensee shall meet and formulate a strategy for
resolving the alleged infringement.


 


19.2                         WIN and
Licensee (to the extent permitted under the law) each shall have the right to
institute an action for such an infringement of the Licensed Marks against such
third party in accordance with the following:


 


a. If WIN and Licensee agree to institute
suit jointly, the suit shall be brought in both their names; the out-of-pocket
costs thereof shall be borne equally by WIN and Licensee or as otherwise agreed
by the parties; and recoveries, if any, whether by judgment, award, decree or
settlement, shall be divided in order as follows:


 


i. reimbursement to WIN and Licensee for all
costs of the litigation; and


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


ii.any remaining recovery will be divided
between WIN and Licensee with damages attributable to activities outside of the
Field of Use (if any) paid to the WIN and the remainder divided equally between
the parties. WIN shall choose lead legal counsel, subject to Licensee’s
approval, which shall not be unreasonably withheld, and shall exercise control
over such action. However, WIN shall not enter into any settlement without
Licensee’s approval, which approval shall not be unreasonably withheld, and
Licensee may, if it so desires, be represented by counsel of its own selection,
the fees for which counsel shall be paid by Licensee at Licensee’s sole expense
(and not reimbursable hereunder).


 


b. In the absence of agreement to institute a
suit jointly, WIN may institute suit, and, at its option, join Licensee as a
plaintiff or otherwise appropriate participant in such legal process. WIN shall
bear the entire cost of such litigation and shall be entitled to retain the
entire amount of any recovery by way of judgment or settlement. WIN shall
choose lead legal counsel and exercise control over such action, provided,
however, that Licensee may, if it so desires, be represented by counsel of its
own selection, the fees for which counsel shall be paid by Licensee at Licensee’s
sole expense (and not reimbursable hereunder).


 


c. In the absence of agreement to institute a
suit jointly and WIN determines not to institute a suit, as provided in
paragraph 19.2b above, Licensee shall have the right, but not the obligation,
to pursue legal process to redress any alleged infringement. Upon WIN’s written
consent, Licensee may bring such legal action in the name of WIN and may make
WIN a party plaintiff or otherwise appropriate participant in such legal
process. Licensee shall pay WIN’s legal expenses incurred in such legal
process, and shall indemnify WIN against any order for costs that may be made
against WIN in such proceedings. Should Licensee decide to pursue legal process
under this paragraph, Licensee shall have the right to select lead legal
counsel, subject to WIN’s approval, which shall not be unreasonably withheld,
and shall exercise control over such litigation. However, Licensee shall not
enter into any settlement without WIN’s approval, which approval shall not be
unreasonably withheld. Any monetary recovery for an infringement in a suit
brought by Licensee shall be considered Licensee’s recovery. However, any
recovery in excess of expenses shall be considered gross revenue subject to
royalty payments pursuant to Section 7 of this Agreement.


 


d. Should either WIN or Licensee commence a
suit under the provisions of this Section and thereafter elect to abandon
the same, it shall give timely notice to the other party who may, if it so
desires, continue prosecution of such suit, provided, however, that the sharing
of expenses and a recovery in such suit shall be as agreed upon between WIN and
Licensee.


 


19.3                         WIN and
Licensee shall cooperate in any legal process concerning alleged infringement
of the Licensed Marks. Each party shall, to the fullest extent possible, make
available its employees, records, information and the like as relevant to the
legal process.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


20. Further documents


 


20.1                           The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.


 


21. Entire Agreement


 


21.1                           This
Agreement, along with any attachments, exhibits, schedules and documents
incorporated by reference herein, constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior communications, writings and other documents with regard thereto. No
modification, amendment or waiver of any provision hereof shall be binding upon
either party hereto unless it is in writing and executed by both of the parties
hereto or, in the case of a waiver, by the party waiving compliance.


 


22. Relationship of Parties


 


22.1                           Nothing
contained in this Agreement shall be deemed or construed by the parties hereto
or by any third person to create the relationship of principal and agent or of
partnership or of joint venture or of any association between the parties. None
of the provisions contained in this Agreement nor any acts of the parties
hereto shall be deemed to create any relationship between the parties other
than the relationship specified in this Agreement.


 


23. Captions


 


23.1                           The
division of this Agreement into and the use of captions for paragraphs is for
convenience of reference only and shall not affect the interpretation or
construction of this Agreement.


 


24. Severability


 


24.1                           In the
event any provision of this Agreement or the application of any provision shall
be held by a tribunal of competent jurisdiction to be contrary to law, then,
the remaining provisions of this Agreement shall be unimpaired, and the
illegal, invalid or unenforceable provision shall be replaced by a provision,
which, being legal, valid and enforceable, comes closest to the intent of the
parties underlying the illegal, invalid or unenforceable provision. In any
event an illegal, invalid or unenforceable provision shall not affect the
enforceability or the validity of the remaining terms or portions thereof, and
each such unenforceable or invalid provision or portion thereof shall be
severable from the remainder of this Agreement.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 

















 


25. Cost of Enforcement


 


25.1                         If a
party commences any arbitration, action at law or in equity, or for declaratory
relief, or in appellate proceedings, to secure or protect any rights under, or
to enforce any provision of, this License Agreement, then, in addition to any
judgment, order, or other relief obtained in such proceedings, the prevailing
party shall be entitled to recover from the losing party all reasonable costs,
expenses, and attorneys’ fees incurred by the party in connection with such
proceedings, including, attorneys’ fees incurred for consultation and other
legal services performed prior to the filing of such proceeding.


 


 


	
  Licensee

  	
   

  	
  Licensor

  
	
  Rich Dad Education, LLC

  	
   

  	
  Whitney Information Network, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Sharon L Lechter

  	
   

  	
  By:

  	
   /s/ [ILLEGIBLE]

  
	
  Name:

  	
  Sharon L Lechter

  	
   

  	
  Name:

  
	
   

  	
  Member

  	
   

  	
   

  



 


Appendix 1.1 Modified WIN Marketing Model Schedule 1.2 Permitted
Subjects


Schedule 1.13 “Licensed Marks”


Schedule 1.14 “Rich Dad Marks”.


 


[***] Confidential treatment requested. Omitted portions have been
filed separately with the Securities and Exchange Commission.