**Exhibit 10.14**

** **

**LICENSE AGREEMENT**

 

Thisis an Agreement between Rich Global, LLC. a Wyoming limited liability company(Rich Dad) and Rich Dad Education, LLC, a Wyoming limited liability company,(the “Licensee”),

 

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

 

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

 

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

 

Accordingly,the parties agree as follows:

 

**1. Definitions**

 

l.l             The term “Business” means the soleactivities of promoting, marketing, and conducting educational seminars onPermitted Subjects utilizing the “Modified WIN Marketing Model” described inAppendix 1.l .

 

1.2           The term “Permitted Subjects” meanthe 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 totime by the parties.

 

1.3           The term “Field of Use” meansseminars on the Permitted Subjects offered to the general public which are notrepresented as having Rich Dad Personalities as speakers or participants. TheField 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”, “RichFamily” or “Rich Woman” series of books and individuals otherwise associatedwith the Rich Dad brand and affiliated brands.

 

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

 

----

 

1.6           The term “Business Data” meansdocuments 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” meansdocuments and other media (whether in human or machine readable form)containing information, regarding customer and prospective customers.

 

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

 

1.9           The term “Licensed Rich Dad BusinessInformation” means Business Information applicable to the development orconducting the Business communicated to, or embodied in items delivered to, theLicensee by or on behalf of Rich Dad.

 

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

 

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

 

1.12         The term “Confidential Information”, asused in this License Agreement, means any and all Technology, businessinformation and/or data which is not readily ascertainable by proper means andwhich derives economic value, actual or potential, from not being generallyknown, and which has been the subject of efforts that are reasonable under thecircumstances to maintain its secrecy. All Business Information and/orinformation 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 “Licensed Marks” means thetrade name “Rich Dad Education”, the Rich Dad Education Logo (more particularlyidentified in Schedule 1.13 to this License Agreement), and such other tradenames, trademarks, and servicemarks identified in Schedule 1.13 (as may beamended from time to time by written agreement of the parties), as well as anyabbreviations, initialisms, and derivations thereof.

 

----

 

1.14                          The term “WealthIntelligence Academy Marks” means the trade names, trademarks, and servicemarksidentified in Schedule 1.14 to this License Agreement (as may be amended fromtime 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 “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                                Subject to theterms and conditions of this License Agreement, Rich Dad hereby grants to theLicensee:

 

a. A right and license to use, subject to Section 6,the Licensed Rich Dad Business Information in, and in connection with, theBusiness in the Field of Use in the Territory.

 

b. A right and license to use the Licensed Marks inconnection with the Business in the Field of Use in the Territory.

 

2.2                                The Licenseeshall not:

 

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

 

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

 

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

 

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

 

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

 

----

 

f. during the term of this License Agreement, adviseon, promote, offer for sale or sell:

 

i. any investments or opportunities to invest; or

 

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

 

2.3                                Rich Dad shallnot, during the term of this License Agreement, grant any third party a licenseto use the Licensed Trademarks within the Field Of Use except that Rich Dad maylicense third-party use of licensed trademarks within Field Of Use inconnection with courses that are taught as part of the curriculum at learninginstitutions (e.g. K-12, Colleges, Universities). Licensee acknowledges thatRich Dad may itself provide, or separately license others to provide, productsand/or services outside of the Field of Use. Rich Dad may provide seminarsunder the Licensed Marks in which Rich Dad Personalities are speakers or participants,and Rich Dad Personalities may speak or participate in seminars hosted orsponsored by third parties.

 

2.4                                The Licenseemay not grant sublicenses hereunder or assign this License to any third partywithout the prior written approval of Rich Dad. Any attempted sublicense orassignment 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 shallprovide to Licensee, in such form as reasonably requested by Licensee, CustomerData applicable to the development or conducting the Business (i.e., comprisingLicensed Rich Dad Business Information), pursuant to the LLC Agreement within areasonable time, and shall provide seasonable updates.

 

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

 

3.3                                Licenseeacknowledges and agrees that this License Agreement grants Licensee no title orright of ownership in or to the Licensed Rich Dad Business Information. TheLicensee shall not at any time do or cause to be done any act, omission, orthing contesting or in any way impairing or tending to impair any part of RichDad’s right, title and interest in the Licensed Rich Dad Business Information.

 

3.4                                In the eventthe Licensee shall be deemed to have acquired any rights in the Licensed RichDad Business Information in the Territory (or anywhere in the world), theLicensee shall assign, and agrees to execute all documents reasonably requestedby Rich 

 

----

 

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

 

3.5           Nothing in this License Agreementshall limit the right of Rich Dad to limit the rights or access of the Rich Dadto 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 LicensedMarks only in accordance with the terms of this Agreement, and shall not usethe Licensed Marks, any derivations thereof, or any Mark confusingly similarthereto, except as permitted under this Agreement.

 

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

 

4.3           All uses of Licensed Marks aresubject to approval of Rich Dad. The Licensed Marks shall be used only inconnection with seminars and Seminar Materials that have been approved by RichDad pursuant to Section 5.

 

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

 

4.5           The Licensee acknowledges thevalidity of the Licensed Marks. The Licensed Marks (and all versions andderivatives thereof) are owned by Rich Dad and shall be and remain theexclusive property of Rich Dad. All rights in and to the Licensed Marks otherthan those specifically granted to the Licensee herein, are reserved to RichDad for its own use and benefit. The Licensee shall not acquire any ownershiprights in or to the Licensed Marks and all use of the Licensed Marks by theLicensee shall inure to the benefit of Rich Dad or its nominee.

 

4.6           In the event the Licensee shall bedeemed to have acquired any rights in the Licensed Marks within the Territory(or anywhere in the world), the Licensee shall assign, and agrees to executeall documents reasonably requested by Rich Dad to assign, all such rights inthe Licensed Marks to Rich Dad or its nominee.

 

----

 

**5. Quality Control**

 

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

 

5.2           Approval Process

 

 a. Licenseeshall provide Rich Dad a syllabus (in such form as Rich Dad may reasonablyrequest) for each Seminar and samples of all associated Seminar Materials(including any collateral items not bearing the Licensed Marks) prior tooffering or conducting the Seminar or distributing or offering for sale orotherwise making available to the public the Seminar Materials.

 

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

 

c. After samples have been approved Licensee may notmake any material change in the merchandise or materials without Rich Dad’sprior approval.

 

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

 

5.3           If Rich Dad determines at any timethat there is a deficiency in a Seminar or Seminar Materials, Rich Dad shallnotify 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 deficiencyto Rich Dad’s satisfaction.

 

**6. Confidentiality**

 

6.1           Each party acknowledges the other’sConfidential Information is unique and valuable and was developed or otherwiseacquired by the other at great expense, and that any unauthorized disclosure oruse of the other’s Confidential Information would cause the other irreparableinjury loss for which damages would be an inadequate remedy. The party agreesto hold such Confidential Information in strictest confidence, to use allefforts reasonable under the circumstances to maintain the secrecy thereof, andnot to make use thereof other than in accordance with this License Agreement,and not to release or disclose Confidential Information to any third party withoutthe other’s prior written consent, subject to a court order, or subject to asublicense consistent with this 

 

----

 

Agreementand requiring the sublicensee to maintain the Confidential Information instrictest confidence, to use all efforts reasonable under the circumstances tomaintain the secrecy thereof, not to make use thereof other than in accordancewith the sublicense Agreement, and not to release or disclose ConfidentialInformation to any third party without the other’s prior written consent.

 

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

 

**7. License Fees and Reporting**

 

7.1           In partial consideration of theLicenses granted hereunder, the Licensee shall pay to Rich Dad a royalty in theamount of *** of gross revenue. Royalties with respect to activities within anAccounting Period shall be paid to Rich Dad within 30 days of the end of the AccountingPeriod except that no royalties or license fees shall be paid to Rich Dad priorto one hundred fifty (150) days following the initial free customer acquisitionSeminar. Payments will be made in U.S. Dollars and shall be considered to havebeen made when received by Rich Dad at its principal place of business.

 

7.2           Gross revenue shall be consideredrealized when received by Licensee and shall be net of any separately itemizedtaxes, shipping, rebates, and discounts.

 

7.3           For each Accounting Period, theLicensee shall render to Rich Dad, a written statement, in such form as RichDad 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 Rich Dad may reasonably requestto verify 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 attendancethereat put on by the Licensee as Rich Dad may reasonably request so thatroyalties payable hereunder may be accurately determined, and shall permit suchrecords to be examined by Rich Dad or its authorized representative at anyreasonable time during regular business hours to verify the records, reportsand payments herein provided.

 

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

 

[***] Confidentialtreatment requested. Omitted portions have been filed separately with theSecurities and Exchange Commission.

 

----

 

**8. Performance Requirements**

 

8.1           Licensee shall use all reasonablecommercial efforts to exploit and use the Licensed Rich Dad BusinessInformation and Licensed Marks for the benefit of Licensee and Rich Dad.

 

8.2           Licensee shall advertise and promotethe seminars in a manner consistent with normal business practices using allreasonable commercial efforts to achieve the maximum attendance possible forits seminars.

 

8.3           In the event of any of the followingcircumstances, 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 forsale in the marketplace within 6 months of the Effective Date;

 

b. any time after the first anniversary of thisAgreement, the number of free customer acquisition Seminars provided fall below6 in two of three successive Accounting Periods.

 

**9. Warranties and Representations**

 

9.1           Rich Dad warrants and representsthat:

 

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

 

b. There are no existing or threatened claims orproceedings by any entity relating to the Licensed Rich Dad BusinessInformation, or Licensed Marks or challenging Rich Dad’s ownership of the same;

 

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

 

d. To the best of Rich Dad’s knowledge, with respectto the Licensed Rich Dad Business Information, or Licensed Marks, Rich Dad hasnot interfered with, infringed upon, misappropriated, or otherwise come intoconflict with any intellectual property rights of third parties, and Rich Dadhas not received any charge, complaint, claim, or notice alleging any suchinterference, infringement, misappropriation or violation nor does Rich Dadhave any knowledge that any such charge or claim may be forthcoming; and

 

----

 

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

 

9.2           Licensee warrants and representsthat:

 

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

 

 b. There areno existing or threatened claims or proceedings by any entity against Licenseethat would impair Licensee’s ability to perform under this agreement.

 

**10. Term and Termination**

 

10.1         The license hereunder shall commenceupon the Effective Date, and shall continue until terminated pursuant toParagraph 10.2 of this Agreement.

 

10.2         The license hereunder may be terminated

 

a. By either party in the event of a breach of thisLicense 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 thebreaching party, if such breach is not cured within the 30-day period.

 

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

 

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

 

d. By Rich Dad pursuant to Paragraph 8.3.

 

e. By Rich Dad, 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 Rich Dad’sright, title and interest in, the Licensed Trademarks and/or the Licensed RichDad 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 a30-day period from such notice.

 

f. By Rich Dad, immediately, in the event thatLicensee attempts to assign, transfer or sublicense any of the rights andlicenses’ granted hereunder without Rich Dad’s prior written approval except aspermitted under Paragraph 2.4

 

----

 

g. By Licensee, immediately, in the event thatLicensee is enjoined from practicing the Licensed Rich Dad Business Informationby a court of competent jurisdiction, by reason of the Licensed Rich DadBusiness Information per se violating the rights of a third party. Thisprovision, however, shall not apply if the injunction relates to:

 

i. a product, system, combination, method or processin which the Licensed Rich Dad Business Information is or may be used, whereuse of the Licensed Rich Dad Business Information standing alone is notenjoined;

 

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

 

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

 

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

 

10.3         Upon termination of the licensehereunder, all rights and privileges in and to the Licensed Rich Dad BusinessInformation and Licensed Marks granted to the Licensee herein shallautomatically revert to Rich Dad or its nominee, and the Licensee shallimmediately 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 andhold harmless the other party against and from all claims, demands or causes ofaction, as well as any and all damages, expenses, costs, interest andreasonable legal fees, including such fees incurred on appeal, in any wayrelated to, arising out of or connected with a breach of the indemnifying party’srepresentations, warranties or agreements, or otherwise with respect to theindemnifying party’s conduct and actions, under and pursuant to this Agreement.

 

**12. Insurance**

 

12.1         Licensee shall obtain and maintain ineffect during the term of this Agreement and so long as Licensee uses LicensedRich Dad 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 Rich Dad as an additional insuredunder such policies. Licensee shall furnish Rich Dad, for Rich Dad’s review andapproval, a certificate of insurance evidencing the insurance coverage then ineffect, which certificate shall indicate that the policies of insurance shallnot be cancelable without at least 30 days prior written notice to Rich Dad.

 

**13. Waiver**

 

13.1         The failure of either party at any timeor 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 continuingwaiver or relinquishment thereof, and either party may at any time demandstrict and complete performance by the other party of said terms, covenants andconditions.

 

**14. Notices**

 

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

 

ToRich Dad          Rich Global LLC

4330North Civic Center Plaza, Scottsdale, Arizona 85251

 

Fax:

 

Witha copy to: To Licensee:

 

Witha copy to:

 

**15. Binding Effect**

 

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

 

----

 

**16. Governing Law**

 

16.1         This agreement is made under and shallbe governed by and construed in accordance with the laws of the United Statesand the internal laws of the State of Arizona without reference to principlesof conflict of laws.

 

**17. Force Majeure**

 

17.1         To the extent any event beyond thecontrol of either party (such as an act of God, action of the elements,man-made or natural disaster, industry or supplier strike or other labordisturbance, or civil or military disturbance) shall prevent such party fromperforming any of its duties or obligations hereunder by the date provided orto be provided, the time for such performance shall be deemed extended for aperiod of time equivalent to the duration of such event; provided, however,that the party so prevented from performing must give prompt written notice tothe other party of the nature of such event, the date when such event shallhave taken place, and the date when the duration of such event shall haveterminated; and further provided, however, that if performance shall be soprevented for a period of more than six months, the other party may terminatethis Agreement by written notice of such termination, and thereafter neitherparty hereto shall be under any further liability or obligation to the otherhereunder.

 

**18. Dispute Resolution**

 

18.1         It is the Parties’ desire that anydisputes that might arise between them be amicably settled, without resort tolitigation, and the Parties will attempt to settle any such disputes throughconsultation and negotiation in good faith and in a spirit of mutualcooperation. All disputes or disagreements arising between the Parties, out ofor relating to this Agreement, that cannot be resolved by the involvedemployees of the Parties, shall be brought before a conciliation committee,consisting of one management executive from each Party. The executives shall beof at least vice presidential level, and with the authority to bind theParties. The conciliation committee shall, within fifteen (15) days after awritten request from either Party, meet in person (or telephonically, ifagreeable to both Parties) and attempt to work out a settlement. Such meetingshall be held at the facility of the non-requesting Party, or such otherlocation 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 pendingresolution pursuant to this Section 18 of the Agreement; or

 

b. by Rich Dad for nonpayment by Licensee ofundisputed royalties

 

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

 

----

 

**19. Enforcement of Intellectual Property Rights**

 

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

 

19.2         Rich Dad and Licensee (to the extentpermitted under the law) each shall have the right to institute an action forsuch an infringement of the Licensed Marks against such third party inaccordance with the following:

 

a.     If RichDad and Licensee agree to institute suit jointly, the suit shall be brought inboth their names; the out-of-pocket costs thereof shall be borne equally byRich Dad and Licensee or as otherwise agreed by the parties; and recoveries, ifany, whether by judgment, award, decree or settlement, shall be divided inorder as follows:

 

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

 

ii. any remaining recovery will be divided betweenRich Dad and Licensee with damages attributable to activities outside of theField of Use (if any) paid to the Rich Dad and the remainder divided equallybetween the parties. Rich Dad shall choose lead legal counsel, subject toLicensee’s approval, which shall not be unreasonably withheld, and shallexercise control over such action. However, Rich Dad shall not enter into anysettlement without Licensee’s approval, which approval shall not be unreasonablywithheld, and Licensee may, if it so desires, be represented by counsel of itsown selection, the fees for which counsel shall be paid by Licensee at Licensee’ssole expense (and not reimbursable hereunder).

 

b.     In theabsence of agreement to institute a suit jointly, Rich Dad may institute suit,and, at its option, join Licensee as a plaintiff or otherwise appropriateparticipant in such legal process. Rich Dad shall bear the entire cost of suchlitigation and shall be entitled to retain the entire amount of any recovery byway of judgment or settlement. Rich Dad shall choose lead legal counsel andexercise control over such action, provided, however, that Licensee may, if itso desires, be represented by counsel of its own selection, the fees for whichcounsel shall be paid by Licensee at Licensee’s sole expense (and notreimbursable hereunder).

 

c.     In theabsence of agreement to institute a suit jointly and Rich Dad determines not toinstitute a suit, as provided in paragraph 19.2b above, Licensee shall have theright, but not the obligation, to pursue legal process to redress any 

 

----

 

allegedinfringement. Upon Rich Dad’s written consent, Licensee may bring such legalaction in the name of Rich Dad and may make Rich Dad a party plaintiff or otherwiseappropriate participant in such legal process. Licensee shall pay Rich Dad’slegal expenses incurred in such legal process, and shall indemnify Rich Dadagainst any order for costs that may be made against Rich Dad in suchproceedings. Should Licensee decide to pursue legal process under thisparagraph, Licensee shall have the right to select lead legal counsel, subjectto Rich Dad’s approval, which shall not be unreasonably withheld, and shallexercise control over such litigation. However, Licensee shall not enter intoany settlement without Rich Dad’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.     Shouldeither Rich Dad or Licensee commence a suit under the provisions of this Section andthereafter elect to abandon the same, it shall give timely notice to the otherparty 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 asagreed upon between Rich Dad and Licensee.

 

19.3         Rich Dad and Licensee shall cooperatein 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 anddeliver all such further documents, agreements and instruments and take suchother and further action as may be necessary or appropriate to carry out thepurposes and intent of this Agreement.

 

**21. Entire Agreement**

 

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

 

**22. Relationship of Parties**

 

22.1         Nothing contained in this Agreementshall be deemed or construed by the parties hereto or by any third person tocreate the relationship of principal and agent or of partnership or of jointventure or of any association between the parties. None of the 

 

----

 

provisionscontained in this Agreement nor any acts of the parties hereto shall be deemedto create any relationship between the parties other than the relationshipspecified in this Agreement.

 

**23. Captions**

 

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

 

**24. Severability**

 

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

 

**25. Cost of Enforcement**

 

25.1         If a party commences any arbitration,action at law or in equity, or for declaratory relief, or in appellateproceedings, to secure or protect any rights under, or to enforce any provisionof, this License Agreement, then, in addition to any judgment, order, or otherrelief obtained in such proceedings, the prevailing party shall be entitled torecover 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 performedprior 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 |
|                              |                      |                       |  |  |  |

 

----