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Exhibit 10.15
LICENSE AGREEMENT
This is an Agreement between Whitney Information
Network, Inc., a Colorado corporation ("WIN") and Rich Dad
Education, LLC, a Wyoming limited liability company,(the
"Licensee"),
WHEREAS, WIN and Rich Global, LLC. a Wyoming limited liability
company (Rich Dad), have entered into a Limited Liability Company
Agreement (the "LLC Agreement") of even date herewith pursuant to
which WIN has agreed to enter into this License Agreement and Rich
Dad has agreed to enter into a license agreement through which
Licensee is given the right to use certain intellectual properties
relating to certain Business Information and certain trade names,
trademarks, and servicemarks ("Rich Dad Marks");
WHEREAS, WIN has the right to grant licenses with respect to use
of certain intellectual properties relating to marketing models and
systems for conducting seminars (the WIN model).
WHEREAS, Licensee desires to utilize certain of those
intellectual properties upon and in connection with certain
seminars hereinafter described;
Accordingly, the parties agree as follows:
1. Definitions
1.1
The term "Business" means the sole activities of promoting,
marketing, and conducting educational seminars on Permitted
Subjects utilizing the "Modified WIN Marketing Model" described in
Appendix 1.1.
1.2
The term "Permitted Subjects" mean the subjects of real estate,
business, the stock market, and such other subjects, if any,
identified in Schedule 1.2 as may be amended in writing from time
to time by the parties.
1.3
The term "Field of Use" means seminars on the Permitted Subjects
offered to the general public which are not represented as having
WIN Personalities as speakers or participants. The Field of Use
does not include "Coaching" or other subscription based
programs.
1.4
The term "WIN Personalities" means Russ Whitney and other
individuals otherwise associated with WIN and its affiliated
brands.
1.5
The term Know-How" means general and specific knowledge, experience
and information, not in written or printed form.
1.6
The term "Business Data" means documents and other media (whether
in human or machine readable form) pertaining to conducting the
Business including, but not
[***] Confidential treatment requested. Omitted portions have
been filed separately with the Securities and Exchange
Commission.
limited to, plans, specifications, descriptions of procedures,
quality and inspection standards, test records and data.
1.7
The term "Customer Data" means documents and other media (whether
in human or machine readable form) containing information,
regarding customer and prospective customers.
1.8
The term "Business Information" means Know-How, Business Data, and
Customer Data.
1.9
The term "Licensed WIN Business Information" means Business
Information applicable to the development or conducting the
Business communicated to, or embodied in items delivered to, the
Licensee by or on behalf of WIN.
1.10 The term
"Seminars" means seminars presented by Licensee during the term of
this License Agreement.
1.11 The term
"Seminar Materials" means all advertising and promotional
materials, handouts, workbooks, presentations, manuals, software
programs, and any other literature or material and other collateral
items employed, provided, distributed, sold, or otherwise made
available in connection with the Seminars.
1.12 The term
"Confidential Information", as used in this License Agreement,
means any and all Technology, business information and/or data
which is not readily ascertainable by proper means and which
derives economic value, actual or potential, from not being
generally known, and which has been the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. All
Business Information and/or information relating to the products or
operations of a party, which is provided to the other party, or to
which the other party otherwise obtains access, pursuant to, or as
a result of, this Agreement shall be treated as Confidential
Information hereunder; Except such information which the other
party can clearly show: (a) at the time of this Agreement is
publicly and openly known; (b) after the date of this
Agreement becomes publicly and openly known through no fault of the
other party; (c) comes into the other party’s possession
and lawfully obtained by the other party from a source other than
from the party or a source deriving from the party, and not subject
to any obligation of confidentiality or restrictions on use; or
(d) is approved for release by written authorization of the
other party.
1.13 The term
"Licensed Marks" means the trade names, trademarks, and
servicemarks identified in Schedule 1.13 to this License Agreement
(as may be amended from time to time by written agreement of the
parties), as well as any abbreviations, initialisms, and
derivations thereof.
1.14 The term
"Rich Dad Marks" means the trade name "Rich Dad Education", the
Rich Dad Education Logo, and such other trade names, trademarks,
and servicemarks
[***] Confidential treatment requested. Omitted portions have
been filed separately with the Securities and Exchange
Commission.
identified in Schedule 1.14, as well as any abbreviations,
initialisms, and derivations thereof.
1.15
The term "Territory" means the United States of America and
Canada.
1.16
The term "Accounting Period" shall mean a three (3) month
period commencing on January 1, April 1, July 1 and
October 1 and ending on March 31, June 30,
September 30 and December 31, respectively, during the
Term of this License Agreement.
1.17
The term "Term" means the period of time from the execution date of
this Agreement until the Agreement is terminated as provided in
Paragraph 10.2 hereof.
2. Grant of License
2.1
Subject to the terms and conditions of this License Agreement, WIN
hereby grants to the Licensee:
a. A right and license to use, subject to Section 5, the
Licensed WIN Business Information in, and in connection with, the
Business in the Field of Use in the Territory.
b. A right and license to use the Licensed Marks in connection
with the Business in the Field of Use in the Territory, but solely
in conjunction with use of the Rich Dad Marks pursuant to the
license agreement between licensee and Rich Dad.
2.2
The Licensee shall not:
a. use the Licensed WIN Business Information or Licensed Marks
other than as permitted by this License Agreement;
b. during the term of this License Agreement provide Seminars
with which Know-How and Business Data comprising Licensed WIN
Business Information are not used;
c. during the term of this License Agreement provide seminars
other than pursuant to this License Agreement; or
d. during the term of this License Agreement, advise on,
promote, offer for sale or sell:
i. any investments or opportunities to invest; or
ii. any product or service not approved by WIN before hand in
writing pursuant to Section 5.
2.3
WIN shall not, during the term of this License Agreement, grant any
third party a license to use the Licensed Trademarks within the
Field Of Use. Licensee acknowledges that WIN may itself provide, or
separately license others to provide, products and/or
[***] Confidential treatment requested. Omitted portions have
been filed separately with the Securities and Exchange
Commission.
services outside of the Field of Use. WIN may provide seminars
under the Licensed Marks in which WIN Personalities are speakers or
participants,
and WIN Personalities may speak or participate in seminars
hosted or sponsored by third parties.
2.4
The Licensee may not grant sublicenses hereunder or assign this
License to any third party without the prior written approval of
WIN. Any attempted sublicense or assignment in derogation of this
provision shall be null and void.
3. Use of and Rights in the Licensed WIN
Business Information
3.1
WIN shall provide to Licensee, in such form as reasonably requested
by Licensee, Customer Data applicable to the development or
conducting the Business (i.e., comprising Licensed WIN Business
Information), pursuant to the LLC Agreement within a reasonable
time, and shall provide seasonable updates.
3.2
WIN shall provide to Licensee, in such form as reasonably requested
by Licensee, access to Know-How and Business Data comprising
Licensed WIN Business Information sufficient for the development or
conducting the Business.
3.3
Licensee shall submit a marketing plan to WIN for approval
specifying the frequency of contact with respect to customers
reflected in the Customer Data and such other information as WIN
may reasonably request. Licensee shall not contact such customers
until such plan is approved by WIN or other than in accordance with
such approved plan.
3.4
All Seminar Materials including or derived from WIN Business
Information shall include all proprietary notices (e.g. copyright
notice, patent marking) reasonably requested by WIN.
3.5
Licensee acknowledges and agrees that this License Agreement grants
Licensee no title or right of ownership in or to the Licensed WIN
Business Information. The Licensee shall not at any time do or
cause to be done any act, omission, or thing contesting or in any
way impairing or tending to impair any part of WIN’s right,
title and interest in the Licensed WIN Business Information.
3.6
In the event the Licensee shall be deemed to have acquired any
rights in the Licensed WIN Business Information in the Territory
(or anywhere in the world), the Licensee shall assign, and agrees
to execute all documents reasonably requested by WIN to assign, all
such rights in the Licensed WIN Business Information to WIN or its
nominee.
[***] Confidential treatment requested. Omitted portions have
been filed separately with the Securities and Exchange
Commission.
3.7
Nothing in this License Agreement shall limit the right of WIN to
limit the rights or access of the WIN to its own Business
Information, or Licensed WIN Business Information.
4. Use of and Rights in the Licensed Marks,
Marking
4.1
The Licensee shall use the Licensed Marks only in accordance with
the terms of this Agreement, and shall not use the Licensed Marks,
any derivations thereof, or any Mark confusingly similar thereto,
except as permitted under this Agreement.
4.2
The Licensee shall maintain high standards of quality, style,
appearance and service with respect to all seminars provided
hereunder, and Seminar Materials. All seminars; and Seminar
Materials, shall be in accordance with all applicable laws and
regulations, and shall not violate or infringe any right of privacy
or publicity, copyright, or trademark or constitute defamatory,
obscene, or unlawful matter, or otherwise violate or infringe any
personal or proprietary rights of any person, firm, or
corporation.
4.3
All uses of Licensed Marks are subject to approval of WIN. The
Licensed Marks shall be used only in connection with seminars and
Seminar Materials that have been approved by WIN pursuant to
Section 5.
4.4
All Seminar Materials shall include all proprietary notices (e.g.,
trademark markings, copyright notice, patent marking) reasonably
requested by WIN.
4.5
The Licensee acknowledges the validity of the Licensed Marks. The
Licensed Marks (and all versions and derivatives thereof) are owned
by WIN and shall be and remain the exclusive property of WIN. All
rights in and to the Licensed Marks other than those specifically
granted to the Licensee herein, are reserved to WIN for its own use
and benefit. The Licensee shall not acquire any ownership rights in
or to the Licensed Marks and all use of the Licensed Marks by the
Licensee shall inure to the benefit of WIN or its nominee.
4.6
In the event the Licensee shall be deemed to have acquired any
rights in the Licensed Marks within the Territory (or anywhere in
the world), the Licensee shall assign, and agrees to execute all
documents reasonably requested by WIN to assign, all such rights in
the Licensed Marks to WIN or its nominee.
5. Quality Control
5.1
All Seminars (including curriculum) and all Seminar Materials shall
be subject to approval of WIN. The Licensee shall provide WIN
access to samples for quality review upon WIN’s reasonable
request.
[***] Confidential treatment requested. Omitted portions have
been filed separately with the Securities and Exchange
Commission.
5.2
Approval Process
a. Licensee shall provide WIN a syllabus (in such form as WIN
may reasonably request) for each Seminar and samples of all
associated Seminar Materials (including any collateral items not
bearing the Licensed Marks) prior to offering or conducting the
Seminar or distributing or offering for sale or otherwise making
available to the public the Seminar Materials.
b. Unless WIN notifies Licensee that the Seminar or Seminar
Materials are rejected within thirty (30) days from receipt by WIN
of the samples, Licensee may go forward with offering the Seminar
and Seminar Materials, subject to paragraph 5.3.
c. After samples have been approved Licensee may not make any
material change in the merchandise or materials without WIN’s
prior approval.
d. Licensee shall provide WIN, without charge, additional
samples of each item of Seminar Materials from time to time as WIN
may reasonably request.
e. Paragraph 5.2b notwithstanding, any product, service or other
collateral items (whether or not bearing the Licensed Marks)
provided, distributed, offered for sale, or otherwise made
available in connection with the Seminars shall be separately
submitted to WIN, and shall not be provided, distributed, offered
for sale, or otherwise made available in connection with the
Seminars unless and until WIN approves such product, service or
other collateral items in writing.
5.3
If WIN determines at any time that there is a deficiency in a
Seminar or Seminar Materials, WIN shall notify Licensee of the
deficiency, and Licensee shall, as soon as practicable, but in any
case within a 30-day period from such notice remedy the deficiency
to WIN’s satisfaction.
6. Confidentiality
6.1
Each party acknowledges the other’s Confidential Information
is unique and valuable and was developed or otherwise acquired by
the other at great expense, and that any unauthorized disclosure or
use of the other’s Confidential Information would cause the
other irreparable injury loss for which damages would be an
inadequate remedy. The party agrees to hold such Confidential
Information in strictest confidence, to use all efforts reasonable
under the circumstances to maintain the secrecy thereof, and not to
make use thereof other than in accordance with this License
Agreement, and not to release or disclose Confidential Information
to any third party without the other’s prior written consent,
subject to a court order, or subject to a sublicense consistent
with this Agreement and requiring the sublicensee to maintain the
Confidential Information in strictest confidence, to use all
efforts reasonable under the circumstances to maintain the secrecy
thereof, not to make use th
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