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
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
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
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.
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.
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 w
