**Exhibit 10.15**

 

**LICENSE AGREEMENT**

 

This is an Agreement between Whitney Information Network, Inc., aColorado corporation (“WIN”) and Rich Dad Education, LLC, a Wyoming limitedliability 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 “LLCAgreement”) of even date herewith pursuant to which WIN has agreed to enterinto this License Agreement and Rich Dad has agreed to enter into a licenseagreement through which Licensee is given the right to use certain intellectualproperties 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 ofcertain intellectual properties relating to marketing models and systems forconducting seminars (the WIN model).

 

WHEREAS, Licensee desires to utilize certain of those intellectualproperties 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 educationalseminars on Permitted Subjects utilizing the “Modified WIN Marketing Model”described in Appendix 1.1.

 

1.2           The term “PermittedSubjects” mean the subjects of real estate, business, the stock market, andsuch other subjects, if any, identified in Schedule 1.2 as may be amended inwriting from time to time by the parties.

 

1.3           The term “Field ofUse” means seminars on the Permitted Subjects offered to the general publicwhich are not represented as having WIN Personalities as speakers orparticipants. The Field of Use does not include “Coaching” or othersubscription based programs.

 

1.4           The term “WINPersonalities” means Russ Whitney and other individuals otherwise associatedwith WIN and its affiliated brands.

 

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

 

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

 

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

 

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

 

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

 

1.9           The term “LicensedWIN Business Information” means Business Information applicable to thedevelopment or conducting the Business communicated to, or embodied in itemsdelivered 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 “SeminarMaterials” means all advertising and promotional materials, handouts,workbooks, presentations, manuals, software programs, and any other literatureor material and other collateral items employed, provided, distributed, sold,or otherwise made available in connection with the Seminars.

 

1.12         The term “ConfidentialInformation”, as used in this License Agreement, means any and all Technology,business information and/or data which is not readily ascertainable by propermeans and which derives economic value, actual or potential, from not beinggenerally known, and which has been the subject of efforts that are reasonableunder the circumstances to maintain its secrecy. All Business Informationand/or information relating to the products or operations of a party, which isprovided to the other party, or to which the other party otherwise obtainsaccess, pursuant to, or as a result of, this Agreement shall be treated asConfidential Information hereunder; Except such information which the otherparty can clearly show: (a) at the time of this Agreement is publicly andopenly known; (b) after the date of this Agreement becomes publicly andopenly known through no fault of the other party; (c) comes into the otherparty’s possession and lawfully obtained by the other party from a source otherthan from the party or a source deriving from the party, and not subject to anyobligation of confidentiality or restrictions on use; or (d) is approvedfor release by written authorization of the other party.

 

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

 

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

 

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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 “AccountingPeriod” 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 30and 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 theAgreement is terminated as provided in Paragraph 10.2 hereof.

 

**2. Grant of License**

 

2.1                               Subjectto the terms and conditions of this License Agreement, WIN hereby grants to theLicensee:

 

a. A right and license to use, subject to Section 5, the LicensedWIN Business Information in, and in connection with, the Business in the Fieldof Use in the Territory.

 

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

 

2.2                               TheLicensee shall not:

 

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

 

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

 

c. during the term of this License Agreementprovide 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 toinvest; or

 

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

 

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

 

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

 

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

 

2.4           The Licensee may notgrant sublicenses hereunder or assign this License to any third party withoutthe prior written approval of WIN. Any attempted sublicense or assignment inderogation of this provision shall be null and void.

 

**3. Use of and Rights in the Licensed WINBusiness Information**

 

3.1           WIN shall provide toLicensee, in such form as reasonably requested by Licensee, Customer Dataapplicable to the development or conducting the Business (i.e., comprisingLicensed WIN Business Information), pursuant to the LLC Agreement within areasonable time, and shall provide seasonable updates.

 

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

 

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

 

3.4           All SeminarMaterials including or derived from WIN Business Information shall include allproprietary notices (e.g. copyright notice, patent marking) reasonablyrequested by WIN.

 

3.5           Licenseeacknowledges and agrees that this License Agreement grants Licensee no title orright of ownership in or to the Licensed WIN Business Information. The Licenseeshall not at any time do or cause to be done any act, omission, or thingcontesting or in any way impairing or tending to impair any part of WIN’sright, title and interest in the Licensed WIN Business Information.

 

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

 

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3.7           Nothing in thisLicense Agreement shall limit the right of WIN to limit the rights or access ofthe 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 shalluse the Licensed Marks only in accordance with the terms of this Agreement, andshall not use the Licensed Marks, any derivations thereof, or any Markconfusingly similar thereto, except as permitted under this Agreement.

 

4.2           The Licensee shallmaintain high standards of quality, style, appearance and service with respectto all seminars provided hereunder, and Seminar Materials. All seminars; andSeminar Materials, shall be in accordance with all applicable laws andregulations, and shall not violate or infringe any right of privacy orpublicity, copyright, or trademark or constitute defamatory, obscene, orunlawful matter, or otherwise violate or infringe any personal or proprietaryrights of any person, firm, or corporation.

 

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

 

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

 

4.5           The Licenseeacknowledges the validity of the Licensed Marks. The Licensed Marks (and allversions and derivatives thereof) are owned by WIN and shall be and remain theexclusive property of WIN. All rights in and to the Licensed Marks other thanthose specifically granted to the Licensee herein, are reserved to WIN for itsown use and benefit. The Licensee shall not acquire any ownership rights in orto the Licensed Marks and all use of the Licensed Marks by the Licensee shallinure to the benefit of WIN or its nominee.

 

4.6           In the event theLicensee shall be deemed to have acquired any rights in the Licensed Markswithin the Territory (or anywhere in the world), the Licensee shall assign, andagrees to execute all documents reasonably requested by WIN to assign, all suchrights 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 approvalof WIN. The Licensee shall provide WIN access to samples for quality reviewupon WIN’s reasonable request.

 

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5.2                               ApprovalProcess

 

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

 

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

 

c. After samples have been approved Licenseemay not make any material change in the merchandise or materials without WIN’sprior approval.

 

d. Licensee shall provide WIN, withoutcharge, additional samples of each item of Seminar Materials from time to timeas WIN may reasonably request.

 

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

 

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

 

**6. Confidentiality**

 

6.1                               Eachparty acknowledges the other’s Confidential Information is unique and valuableand was developed or otherwise acquired by the other at great expense, and thatany unauthorized disclosure or use of the other’s Confidential Informationwould cause the other irreparable injury loss for which damages would be aninadequate remedy. The party agrees to hold such Confidential Information instrictest confidence, to use all efforts reasonable under the circumstances tomaintain the secrecy thereof, and not to make use thereof other than inaccordance with this License Agreement, and not to release or discloseConfidential Information to any third party without the other’s prior writtenconsent, subject to a court order, or subject to a sublicense consistent withthis Agreement and requiring the sublicensee to maintain the ConfidentialInformation in strictest confidence, to use all efforts reasonable under thecircumstances to maintain the secrecy thereof, not to make use thereof otherthan in accordance with the sublicense Agreement, and not to release ordisclose Confidential Information to any third party without the other’s priorwritten consent.

 

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6.2           Each party furtheracknowledges that any violation of this Section 6 shall constitute amaterial breach of this License Agreement resulting in irreparable injury tothe non-breaching party and agree that, in addition to any and all other rightsavailable to the non-breaching party by law or by this Agreement, thenon-breaching party shall have the right to have an injunction entered againstthe party to enjoin any further violations of this Agreement.

 

**7. License Fees and Reporting**

 

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

 

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

 

7.3           For each AccountingPeriod, the Licensee shall render to WIN, a written statement, in such form asWIN may request, setting forth the place, date, subject and attendance ofseminars provided by Licensee during the Accounting Period, the applicableadmission price, and such other information as WIN may reasonably request toverify the royalty payments due hereunder. Such statement shall be providedwhether or not a royalty payment for the Accounting Period is to be made. TheLicensee shall keep-such written records respecting seminars and attendance thereatput on by the Licensee as WIN may reasonably request so that royalties payablehereunder may be accurately determined, and shall permit such records to beexamined by WIN or its authorized representative at any reasonable time duringregular business hours to verify the records, reports and payments hereinprovided.

 

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

 

**8. Performance Requirements**

 

8.1           Licensee shall useall reasonable commercial efforts to exploit and use the Licensed WIN Business Informationfor the benefit of Licensee and WIN.

 

8.2           Licensee shalladvertise and promote the seminars in a manner consistent with normal businesspractices using all reasonable commercial efforts to achieve the maximumattendance possible for its seminars.

 

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

 

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

 

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

 

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

 

**9. Warranties and Representations**

 

9.1                               WINwarrants and represents that:

 

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

 

b. There are no existing or threatened claimsor 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 BusinessInformation, or Licensed Marks are subject to any outstanding order, decree,judgment, stipulation, written restriction, undertaking or agreement limitingthe scope or use of the Licensed WIN Business Information, or Licensed Marks ordeclaring any of it abandoned;

 

d. To the best of WIN’s knowledge, withrespect to the Licensed WIN Business Information, or Licensed Marks, WIN hasnot interfered with, infringed upon, misappropriated, or otherwise come intoconflict with any intellectual property rights of third parties, and WIN hasnot received any charge, complaint, claim, or notice alleging any suchinterference, infringement, misappropriation or violation nor does WIN have anyknowledge that any such charge or claim may be forthcoming; and

 

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

 

9.2                               Licenseewarrants and represents that:

 

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

 

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

 

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**10. Term and Termination**

 

10.1                         Thelicense hereunder shall commence upon the Effective Date, and shall continueuntil terminated pursuant to Paragraph 10.2 of this Agreement.

 

10.2                         Thelicense hereunder may be terminated

 

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

 

b. By either party, in the event of a breachof 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 otherparty becomes insolvent, makes an assignment for the benefit of its creditors,or becomes the subject of any bankruptcy or insolvency proceedings, or ceasesto do business.

 

d. By WIN pursuant to Paragraph 8.3.

 

e. By WIN, immediately, in the event of abreach by Licensee (that is susceptible of cure) which impairs or tends toimpair 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 BusinessInformation, if after written notice of such breach to Licensee, such breach isnot cured as soon as practicable, but in any case within a 30-day period fromsuch notice.

 

f. By WIN, immediately, in the event thatLicensee attempts to assign, transfer or sublicense any of the rights andlicenses’ granted hereunder without WIN’s prior written approval except aspermitted under Paragraph 2.3

 

g.  ByLicensee, immediately, in the event that Licensee is enjoined from practicingthe Licensed WIN Business Information by a court of competent jurisdiction, byreason of the Licensed WIN Business Information per se violating the rights ofa third party. This provision, however, shall not apply if the injunctionrelates to:

 

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

 

ii. a modification or other alteration of theLicensed WIN Business Information by any person or entity other than WIN, whereuse of the 

 

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

 

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

 

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

 

10.3                         Upontermination of the license hereunder, all rights and privileges in and to theLicensed WIN Business Information and Licensed Marks granted to the Licenseeherein shall automatically revert to WIN or its nominee, and the Licensee shallimmediately cease any use thereof.

 

10.4                         Paragraphs3.6, and Sections 6 (Confidentiality), and 11 (Indemnification) hereof shallsurvive termination (for any reason) of this License Agreement.

 

**11. Indemnification**

 

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

 

**12. Insurance**

 

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

 

**13. Waiver**

 

13.1                         Thefailure of either party at any time or times to demand strict performance bythe other party of any of the terms, covenants or conditions set forth hereinshall not be construed as a continuing waiver or relinquishment thereof, andeither party may at any 

 

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

 

**14. Notices**

 

14.1                         Allnotices and other written communications required to be given under thisAgreement shall be in writing and shall be delivered to the addressee inperson, . mailed by registered or certified mail, return receipt requested, ortransmitted via tele-facsimile (fax). Any such notice shall be deemed to bedelivered, given and received for all purposes as of the date so delivered, ifdelivered personally or if sent by facsimile transmission, or, if sent bycertified or registered mail, three days following the date on which the samewas deposited in a regularly maintained receptacle for the deposit of UnitedStates mail, postage and charges prepaid. The addresses and Fax numbers of theparties (until written notice of change shall have been given) shall be asfollows:

 

To WIN

Fax:

With a copy to:

To Licensee:

With a copy to:

 

**15. Binding Effect**

 

15.1                         ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and permitted assigns.

 

**16. Governing Law**

 

16.1                         Thisagreement is made under and shall be governed by and construed in accordancewith the laws of the United States and the internal laws of the State ofArizona without reference to principles of conflict of laws.

 

**17. Force Majeure**

 

17.1                         To theextent 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 supplierstrike or other labor disturbance, or civil or military disturbance) shallprevent such party from performing any of its duties or obligations hereunderby the date provided or to be provided, the time for such performance shall bedeemed extended for a period of time equivalent to the duration of such event;provided, however, that the party so prevented from performing must give promptwritten notice to the other party of the nature of such event, the date whensuch event shall have taken place, and the date when the duration of such eventshall have terminated; and further provided, however, that if performance shallbe so prevented for a period of more than six months, the other party mayterminate this Agreement by written notice of such termination, and thereafterneither party hereto shall be under any further liability or obligation to theother hereunder.

 

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**18. Dispute Resolution**

 

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

 

18.2                         Notwithstandingthis Section 18, judicial proceedings may be brought without need for priorarbitration:

 

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

 

b. by WIN for nonpayment by Licensee ofundisputed royalties; or

 

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

 

**19. Enforcement of Intellectual PropertyRights**

 

19.1                         Notice ofInfringement. WIN and Licensee shall promptly notify one another in writing ofany alleged infringement of the Licensed Marks within the Field Of Use. Within15 days of the receipt of such notice or such other period as may be agreed toby the parties, WIN and Licensee shall meet and formulate a strategy forresolving the alleged infringement.

 

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

 

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

 

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

 

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ii.any remaining recovery will be dividedbetween WIN and Licensee with damages attributable to activities outside of theField of Use (if any) paid to the WIN and the remainder divided equally betweenthe parties. WIN shall choose lead legal counsel, subject to Licensee’sapproval, which shall not be unreasonably withheld, and shall exercise controlover such action. However, WIN shall not enter into any settlement withoutLicensee’s approval, which approval shall not be unreasonably withheld, andLicensee 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 asuit jointly, WIN may institute suit, and, at its option, join Licensee as aplaintiff or otherwise appropriate participant in such legal process. WIN shallbear the entire cost of such litigation and shall be entitled to retain the entireamount of any recovery by way of judgment or settlement. WIN shall choose leadlegal counsel and exercise control over such action, provided, however, thatLicensee 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 asuit jointly and WIN determines not to institute a suit, as provided inparagraph 19.2b above, Licensee shall have the right, but not the obligation,to pursue legal process to redress any alleged infringement. Upon WIN’s writtenconsent, Licensee may bring such legal action in the name of WIN and may makeWIN a party plaintiff or otherwise appropriate participant in such legalprocess. Licensee shall pay WIN’s legal expenses incurred in such legalprocess, and shall indemnify WIN against any order for costs that may be madeagainst WIN in such proceedings. Should Licensee decide to pursue legal processunder this paragraph, Licensee shall have the right to select lead legalcounsel, subject to WIN’s approval, which shall not be unreasonably withheld,and shall exercise control over such litigation. However, Licensee shall notenter into any settlement without WIN’s approval, which approval shall not beunreasonably withheld. Any monetary recovery for an infringement in a suitbrought by Licensee shall be considered Licensee’s recovery. However, anyrecovery in excess of expenses shall be considered gross revenue subject toroyalty payments pursuant to Section 7 of this Agreement.

 

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

 

19.3                         WIN andLicensee shall cooperate in any legal process concerning alleged infringementof the Licensed Marks. Each party shall, to the fullest extent possible, makeavailable its employees, records, information and the like as relevant to thelegal process.

 

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**20. Further documents**

 

20.1                           Theparties agree to execute and deliver all such further documents, agreements andinstruments and take such other and further action as may be necessary orappropriate to carry out the purposes and intent of this Agreement.

 

**21. Entire Agreement**

 

21.1                           ThisAgreement, along with any attachments, exhibits, schedules and documentsincorporated by reference herein, constitutes the entire agreement between theparties hereto with respect to the subject matter hereof and supersedes allprior communications, writings and other documents with regard thereto. Nomodification, amendment or waiver of any provision hereof shall be binding uponeither party hereto unless it is in writing and executed by both of the partieshereto or, in the case of a waiver, by the party waiving compliance.

 

**22. Relationship of Parties**

 

22.1                           Nothingcontained in this Agreement shall be deemed or construed by the parties heretoor by any third person to create the relationship of principal and agent or ofpartnership or of joint venture or of any association between the parties. Noneof the provisions contained in this Agreement nor any acts of the partieshereto shall be deemed to create any relationship between the parties otherthan the relationship specified in this Agreement.

 

**23. Captions**

 

23.1                           Thedivision of this Agreement into and the use of captions for paragraphs is forconvenience of reference only and shall not affect the interpretation orconstruction of this Agreement.

 

**24. Severability**

 

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

 

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**25. Cost of Enforcement**

 

25.1                         If aparty commences any arbitration, action at law or in equity, or for declaratoryrelief, or in appellate proceedings, to secure or protect any rights under, orto enforce any provision of, this License Agreement, then, in addition to anyjudgment, order, or other relief obtained in such proceedings, the prevailingparty shall be entitled to recover from the losing party all reasonable costs,expenses, and attorneys’ fees incurred by the party in connection with suchproceedings, including, attorneys’ fees incurred for consultation and otherlegal 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           |                                  |   |

 

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