Exhibit 10.14


 


LICENSE AGREEMENT


 


This
is an Agreement between Rich Global, LLC. a Wyoming limited liability company
(Rich Dad) and Rich Dad Education, LLC, a Wyoming limited liability company,(th
e “Licensee”),


 


WHEREAS,
Rich Dad and Whitney Information Network, Inc., a Colorado corporation (“WIN”),
have entered into a Limited Liability Company Agreement of even date herewith
pursuant to which Rich Dad has agreed to enter into this License Agreement and
WIN has agreed to enter into a license agreement through which Licensee is
given the right to use certain intellectual properties relating to marketing
models and systems for conducting seminars (the WIN model) and certain trade
names, trademarks, and servicemarks (“Wealth Intelligence Academy Marks”);


 


WHEREAS,
Rich Dad has the right to grant licenses with respect to use of certain
intellectual properties, including certain valuable trademarks, service marks,
names, characters, symbols, designs, likenesses and visual representations
thereof.


 


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


 


l.l             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.l .


 


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 Rich Dad Personalities as speakers or participants. The
Field of Use does not include “Coaching” or other subscription based programs.


 


1.4           The term “ Rich Dad Personalities”
means authors or co-authors of a work in the “Rich Dad”, “Rich Dad Advisor”, “Rich
Family” or “Rich Woman” series of books and individuals otherwise associated
with the Rich Dad brand and affiliated brands.


 


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


 


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


 

















 


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 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 Rich Dad 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 Rich Dad.


 


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 name “Rich Dad Education”, the Rich Dad Education Logo (more particularly
identified in Schedule 1.13 to this License Agreement), and such other trade
names, trademarks, and servicemarks identified in Schedule 1.13 (as may be amended
from time to time by written agreement of the parties), as well as any
abbreviations, initialisms, and derivations thereof.


 


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


 

















 


1.14                          The term “Wealth
Intelligence Academy Marks” means the trade names, trademarks, and servicemarks
identified in Schedule 1.14 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.


 


1.15                          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, Rich Dad hereby grants to the
Licensee:


 


a. A right and license to use, subject to Section 6,
the Licensed Rich Dad 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.


 


2.2                                The Licensee
shall not:


 


a. use the Licensed Rich Dad Business Information
other than as permitted by this License Agreement;


 


b. use the Licensed Marks other than as permitted by
this License Agreement,


 


c. during the term of this License Agreement provide
seminars or, subject to Section 5, products or services, with which the
trade name “Rich Dad Education”, the Rich Dad Education Logo, and such other
Licensed Marks as may be agreed to by the parties are not used;


 


d. during the term of this License Agreement use any
trademarks, service marks, or trade names other than Licensed Marks in
connection with seminars or, subject to Section 5, products or services;
except that certain seminars of the type presently known as Wealth Intelligence
Academy (WIA), more fully identified in Schedule 2.2d, may be co-branded with
the Wealth Intelligence Academy Marks


 


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


 


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


 

















 


f. 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 Rich Dad
before hand in writing pursuant to Section 5.


 


2.3                                Rich Dad 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 except that Rich Dad may
license third-party use of licensed trademarks within Field Of Use in
connection with courses that are taught as part of the curriculum at learning
institutions (e.g. K-12, Colleges, Universities). Licensee acknowledges that
Rich Dad may itself provide, or separately license others to provide, products
and/or services outside of the Field of Use. Rich Dad may provide seminars
under the Licensed Marks in which Rich Dad Personalities are speakers or
participants, and Rich Dad 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 Rich Dad. Any attempted sublicense or
assignment in derogation of this provision shall be null and void.


 


3. Use of and Rights in the Licensed Rich Dad Business Information


 


3.1                                Rich Dad 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 Rich Dad Business Information), pursuant to the LLC Agreement within a
reasonable time, and shall provide seasonable updates.


 


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


 


3.3                                Licensee
acknowledges and agrees that this License Agreement grants Licensee no title or
right of ownership in or to the Licensed Rich Dad 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 Rich
Dad’s right, title and interest in the Licensed Rich Dad Business Information.


 


3.4                                In the event
the Licensee shall be deemed to have acquired any rights in the Licensed Rich
Dad Business Information in the Territory (or anywhere in the world), the
Licensee shall assign, and agrees to execute all documents reasonably requested
by Rich 


 


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


 

















 


Dad
to assign, all such rights in the Licensed Rich Dad Business Information to
Rich Dad or its nominee.


 


3.5           Nothing in this License Agreement
shall limit the right of Rich Dad to limit the rights or access of the Rich Dad
to its own Business Information, or Licensed Rich Dad 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 Rich Dad. The Licensed Marks shall be used only in
connection with seminars and Seminar Materials that have been approved by Rich
Dad pursuant to Section 5.


 


4.4           All Seminar Materials shall
prominently display the Rich Dad name, Rich Dad Logo, and such other Licensed
Marks as agreed to by the parties, and shall include all proprietary notices
(e.g., trademark markings, copyright notice, patent marking) reasonably
requested by Rich Dad.


 


4.5           The Licensee acknowledges the
validity of the Licensed Marks. The Licensed Marks (and all versions and
derivatives thereof) are owned by Rich Dad and shall be and remain the
exclusive property of Rich Dad. All rights in and to the Licensed Marks other
than those specifically granted to the Licensee herein, are reserved to Rich
Dad 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 Rich Dad 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 Rich Dad to assign, all such rights in
the Licensed Marks to Rich Dad or its nominee.


 


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


 

















 


5. Quality Control


 


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


 


5.2           Approval Process


 


 a. Licensee
shall provide Rich Dad 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) 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 Rich Dad notifies Licensee that the
Seminar or Seminar Materials are rejected within thirty (30) days from receipt
by Rich Dad 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 Rich Dad’s
prior approval.


 


d. Licensee shall provide Rich Dad, without charge,
additional samples of each item of Seminar Materials from time to time as Rich
Dad 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 Rich Dad, and shall not be
provided, distributed, offered for sale, or otherwise made available in
connection with the Seminars unless and until Rich Dad approves such product,
service or other collateral items in writing.


 


5.3           If Rich Dad determines at any time
that there is a deficiency in a Seminar or Seminar Materials, Rich Dad 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 Rich Dad’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 


 


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


 

















 


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.


 


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 Rich Dad a royalty in the
amount of ***. Royalties with respect to activities within an Accounting Period
shall be paid to Rich Dad within 30 days of the end of the Accounting Period
except that no royalties or license fees shall be paid to Rich Dad 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 Rich Dad 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 Rich Dad, a written statement, in such form as Rich
Dad 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 Rich Dad 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 Rich Dad may reasonably request so that
royalties payable hereunder may be accurately determined, and shall permit such
records to be examined by Rich Dad 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 Rich Dad Business Information, or
Licensed Marks in connection with the seminars.


 


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


 
















 


8. Performance Requirements


 


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


 


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.


 


8.3           In the event of any of the following
circumstances, Rich Dad 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           Rich Dad 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 Rich Dad Business
Information, or Licensed Marks or challenging Rich Dad’s ownership of the same;


 


c. None of the Licensed Rich Dad 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 Rich Dad Business Information, or Licensed
Marks or declaring any of it abandoned;


 


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


 


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


 

















 


e. To the best of Rich Dad’s knowledge, any trade
secrets comprising part of the Licensed Rich Dad 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.


 


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 Rich Dad pursuant to Paragraph 8.3.


 


e. By Rich Dad, 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 Rich Dad’s
right, title and interest in, the Licensed Trademarks and/or the Licensed Rich
Dad 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 Rich Dad, immediately, in the event that
Licensee attempts to assign, transfer or sublicense any of the rights and
licenses’ granted hereunder without Rich Dad’s prior written approval except as
permitted under Paragraph 2.4


 


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


 

















 


g. By Licensee, immediately, in the event that
Licensee is enjoined from practicing the Licensed Rich Dad Business Information
by a court of competent jurisdiction, by reason of the Licensed Rich Dad
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 Rich Dad Business Information is or may be used, where
use of the Licensed Rich Dad Business Information standing alone is not
enjoined;


 


ii. a modification or other alteration of the
Licensed Rich Dad Business Information by any person or entity other than Rich
Dad, where use of the unmodified or unaltered Licensed Rich Dad Business
Information provided by Rich Dad is not enjoined;


 


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


 


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


 


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


 


10.4         Paragraphs 3.4, and 4.6, 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 such fees 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
Rich Dad Business Information and/or the 


 


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


 

















 


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 Rich Dad as an additional insured
under such policies. Licensee shall furnish Rich Dad, for Rich Dad’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 Rich Dad.


 


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 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
Rich Dad          Rich Global LLC


4330
North Civic Center Plaza, Scottsdale, Arizona 85251


 


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.


 


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


 

















 


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.


 


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; or


 


b. by Rich Dad for nonpayment by Licensee of
undisputed royalties


 


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


 


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


 

















 


19. Enforcement of Intellectual Property Rights


 


19.1         Notice of Infringement. Rich Dad 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, Rich Dad and Licensee shall meet and formulate a strategy for
resolving the alleged infringement.


 


19.2         Rich Dad 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 Rich
Dad 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
Rich Dad 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 Rich Dad and Licensee for all
costs of the litigation; and


 


ii. any remaining recovery will be divided between
Rich Dad and Licensee with damages attributable to activities outside of the
Field of Use (if any) paid to the Rich Dad and the remainder divided equally
between the parties. Rich Dad shall choose lead legal counsel, subject to
Licensee’s approval, which shall not be unreasonably withheld, and shall
exercise control over such action. However, Rich Dad 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, Rich Dad may institute suit,
and, at its option, join Licensee as a plaintiff or otherwise appropriate
participant in such legal process. Rich Dad 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. Rich Dad 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 Rich Dad 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 


 


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


 

















 


alleged
infringement. Upon Rich Dad’s written consent, Licensee may bring such legal
action in the name of Rich Dad and may make Rich Dad a party plaintiff or
otherwise appropriate participant in such legal process. Licensee shall pay
Rich Dad’s legal expenses incurred in such legal process, and shall indemnify
Rich Dad against any order for costs that may be made against Rich Dad 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 Rich Dad’s approval, which shall not be unreasonably withheld, and shall
exercise control over such litigation. However, Licensee shall not enter into
any settlement without Rich Dad’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 Rich Dad 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 Rich Dad and Licensee.


 


19.3         Rich Dad 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.


 


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 


 


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


 

















 


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.


 


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

  	
   

  	
  Rich
  Global, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ronald S. Simon

  	
   

  	
  By:

  	
  /s/
  Sharon L Lechter

  
	
  Name:
  Ronald S. Simon

  	
   

  	
  Name:
  

  	
  Sharon
  L Lechter 

  
	
   

  	
   

  	
   

  	
  Member

  
						



 


Appendix
1.1 Modified WIN Marketing Model


 


Schedule
1.2 Permitted Subjects


 


Schedule
1.13 Licensed Marks


 


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