Exhibit 10.8


 


COPYRIGHT LICENSE AGREEMENT AND OTHER
COVENANTS


 


By instrument, on the one part,


 


EDITORA E DISTRIBUIDORA EDUCACIONAL
S.A., a corporation with its principal place of business in the city of Belo Horizonte, State of Minas Gerais, at Avenida Prudente
de Morais, No. 1602, Suite 101, Cidade Jardim district, postal code (CEP) 30.380-000, enrolled with the National Corporate Taxpayer
Register (CNPJ/MF) under No. 38.733.648/0014-64, hereinafter referred to as LICENSOR;


 


And, on the other part;


 


SOMOS SISTEMAS DE ENSINO S.A., a
corporation with its principal place of business in the city of São Paulo, State of São Paulo, at Rodovia Presidente
Dutra, km 136, bloco 03, módulo 01, Eugênio de Mello, city of São José dos Campos, State of São
Paulo, CEP 12247-004, enrolled with the National Corporate Taxpayer Register (CNPJ/MF) under No. 49.323.314/0001-14, hereinafter
referred to as LICENSEE,


 


LICENSOR and LICENSEE are hereinafter jointly
referred to as “Parties”


 


WHEREAS:


 


(i) LICENSOR is the beneficial owner
and/or legally, regularly legitimized to license the copyrights and other rights to use works of various types, all of which are
listed and specified in Exhibit I hereto, (hereinafter simply referred to as “Contents”);


 


(ii) LICENSEE intends to obtain
an exclusive license to use and exploit the copyrights and use and exploitation rights arising from or in any way relating to the
Contents, upon the exact terms, conditions and limitations set out in this License Agreement;


 


NOW, THEREFORE, the Parties have agreed
to enter into this Copyright License Agreement and other Covenants (hereinafter simply referred to as “License Agreement”),
which shall be governed by the applicable laws and the following terms and conditions:


 


LICENSE


 


1. LICENSOR hereby grants
free of charge to LICENSEE a nonexclusive license to exploit and use copyrights and other use and exploitation rights relating
to the Contents solely and exclusively for LICENSEE to carry out the manufacturing activities described herein. For the purposes
of this Agreement, manufacturing activities encompass printing, finishing, packaging and delivery of the Contents in final format
by LICENSEE, for subsequent distribution by LICENSOR to its customers and end consumers.


 


2. By this license, LICENSOR
further represents and warrants that during the term of effectiveness of this License Agreement LICENSEE shall be authorized in
the Brazilian territory and exclusively for the activities set forth in Section 1 above to:


 


(i) reproduce, publish
and/or disclose, in whole or in part, the Contents and/or any of its elements, in whole or in part, by all physical or electronic
means and/or all modalities as it thinks fit, including, without limitation, books, apostilles, computer, by all signal carrying
technologies existing now or that may be created in the future and/or any other data support or record means existing now or that
may be created in the future;


 


(ii) distribute the Contents
and/or any of its elements, in whole or in part, by all physical or digital means, or any other support media existing now or that
may be created in the future;


 


(iii) store the Contents
or any elements thereof, in whole or in part, in computer, microfilming, own or third-party servers, HDs or any other record and/or
data storage media existing now or that may be created in the future, provided that such storage is destroyed in the event of termination
of this










     


     


    

  


Agreement;


 


(iv) fix the Contents
in any physical, audiovisual, digital or any other support existing now or that may be created in the future; and


 


(v) economically exploit
the Contents solely and exclusively for the benefit of LICENSOR, provided that it may not economically exploit the Contents for
the benefit of any third parties.


 


All such events from items (i) through
(v), at its sole discretion, and as many times as LICENSEE thinks fit, with no need for authorization or approval of LICENSOR,
or any remuneration or indemnification due to LICENSOR.


 


TERM OF EFFECTIVENESS


 


3. This License Agreement
shall be in force for three (3) years from the date of execution hereof, except if terminated as set forth Section 5 below.


 


3.1. After the term set
forth above has lapsed, this License Agreement shall be automatically terminated, irrespective of court or out-of-court notice
by either Party.


 


3.2. This License Agreement
may only be extended by a specific written instrument duly signed by the Parties for that purpose. The interest of either Party
to extend this License Agreement shall be stated in writing within sixty (60) days before the expiration date set forth in the
introductory paragraph.


 


INDEMNIFICATION


 


4. LICENSOR undertakes,
during the term of this License Agreement or at any time after termination hereof, for any reason, to indemnify, defend and hold
LICENSEE, its subsidiaries and affiliates, its respective shareholders and agents, officials, officers and employees harmless from
any and all costs, actions, claims, measures, loses, responsibilities, damages, facts and/or expenses due and/or claimed by any
third parties (including, without limitation, burden of defeat, awards, costs, fees and/or administrative, court or any other emoluments,
as well as expenses arising from attorneys’ fees and any other expenses) arising from or in any way relating to:


 


(i) any fact relating
to the title and/or use of the Contents, in Brazil and abroad, before the date of execution of this License Agreement and during
the term of effectiveness hereof;


 


(ii) any assignment,
transfer, license and/or any other possible deal or agreement in relation to the Contents, before the date of execution of this
License Agreement and during the term of effectiveness hereof; and


 


(iii) any use or exploitation
of the Contents other than set forth in this Agreement.


 


TERMINATION


 


5. This License Agreement
may be terminated by either Party:


 


(i) in case of acts of
God or events of force majeure under the applicable law;


 


(ii) in the event it
becomes impossible to enforce this License Agreement as a result of acts, decisions and/or orders by any relevant governmental,
administrative and/or judicial authority, in accordance with the commitments now in force;


 


(iii) in cases of bankruptcy,
judicial reorganization, dissolution or liquidation of either Party;


 


(iv) in case any of the
obligations set forth in this License Agreement are not complied with, and such noncompliance is not cured within fifteen (15)
days from the date of receipt, by either Party, of written notice by the other party, with details of the alleged default.


 


GENERAL PROVISIONS


 


6. This Agreement is
the entire agreement by the parties regarding the subject matter hereof and supersedes any other written or oral agreement previously
executed by the parties.










     


     


    

 





7. Invalidity, illegality,
unenforceability or nullity affecting any of the clauses of this Agreement shall not affect the validity or effectiveness of the
other clauses.


 


8. Forbearance or failure
by either Party to exercise the rights set forth in this Agreement shall not result in novation or waiver of such rights, which
may be exercised at any time.


 


9. Duly demonstrated
breach of professional secrecy, without express authorization of the other party, shall give rise to immediate termination of this
Agreement, with no burden for the non-defaulting party, and the defaulting party shall be subject to the penalties set forth in
the applicable law, without prejudice to indemnification for losses and damages caused by the loss of secrecy.


 


10. In order to settle
any disputes arising from this Agreement, the parties elect the Judicial District of the Capital City of the State of São
Paulo, with the exclusion of any other, however privileged.


 


IN WITNESS WHEREOF, the parties execute
this instrument in two (2) counterparts of equal content and form for only one purpose, in the presence of the undersigned witnesses.


 


São Paulo, November 11, 2019.


 


(sgd)


 


EDITORA E DISTRIBUIDORA EDUCACIONAL
S.A.


 


(sgd)


 


SOMOS SISTEMAS DE ENSINO S.A.


 


	(sgd)	(sgd)
	Guilherme Melega	Mario Ghio
	Vice President of K12 Business	Chief Executive Officer


 


Witnesses


 


1.-–


 


Name:


 


ID (RG)


 


2.-–


 


Name:


 


ID (RG)


 


(...)