Exhibit 10.14
LICENSE AGREEMENT
This is an Agreement between Rich Global, LLC. a
Wyoming limited liability company (Rich Dad) and Rich Dad
Education, LLC, a Wyoming limited liability company,(th e
“Licensee”),
WHEREAS, Rich Dad and Whitney Information
Network, Inc., a Colorado corporation (“WIN”),
have entered into a Limited Liability Company Agreement of even
date herewith pursuant to which Rich Dad has agreed to enter into
this License Agreement and WIN has agreed to enter into a license
agreement through which Licensee is given the right to use certain
intellectual properties relating to marketing models and systems
for conducting seminars (the WIN model) and certain trade names,
trademarks, and servicemarks (“Wealth Intelligence Academy
Marks”);
WHEREAS, Rich Dad has the right to grant
licenses with respect to use of certain intellectual properties,
including certain valuable trademarks, service marks, names,
characters, symbols, designs, likenesses and visual representations
thereof.
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
l.l
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.l .
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 Rich Dad Personalities as speakers or participants. The
Field 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”, “Rich Family” or “Rich
Woman” series of books and individuals otherwise associated
with the Rich Dad brand and 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 Rich Dad 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 Rich Dad.
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 name
“Rich Dad Education”, the Rich Dad Education Logo (more
particularly identified in Schedule 1.13 to this License
Agreement), and such other trade names, trademarks, and
servicemarks identified in Schedule 1.13 (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 “Wealth Intelligence
Academy Marks” means the trade names, trademarks, and
servicemarks identified in Schedule 1.14 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.
1.15
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, Rich Dad hereby grants to the
Licensee:
a. A right and license to use,
subject to Section 6, the Licensed Rich Dad 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.
2.2
The Licensee shall not:
a. use the Licensed Rich Dad
Business Information other than as permitted by this License
Agreement;
b. use the Licensed Marks other than
as permitted by this License Agreement,
c. during the term of this License
Agreement provide seminars or, subject to Section 5, products
or services, with which the trade name “Rich Dad
Education”, the Rich Dad Education Logo, and such other
Licensed Marks as may be agreed to by the parties are not
used;
d. during the term of this License
Agreement use any trademarks, service marks, or trade names other
than Licensed Marks in connection with seminars or, subject to
Section 5, products or services; except that certain seminars
of the type presently known as Wealth Intelligence Academy (WIA),
more fully identified in Schedule 2.2d, may be co-branded with the
Wealth Intelligence Academy Marks
e. during the term of this License
Agreement provide seminars other than pursuant to this License
Agreement; or
f. 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 Rich Dad before hand in writing pursuant to
Section 5.
2.3
Rich Dad 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 except that Rich
Dad may license third-party use of licensed trademarks within Field
Of Use in connection with courses that are taught as part of the
curriculum at learning institutions (e.g. K-12, Colleges,
Universities). Licensee acknowledges that Rich Dad may itself
provide, or separately license others to provide, products and/or
services outside of the Field of Use. Rich Dad may provide seminars
under the Licensed Marks in which Rich Dad Personalities are
speakers or participants, and Rich Dad 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 Rich Dad. Any attempted
sublicense or assignment 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 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 Rich Dad Business Information), pursuant to the
LLC Agreement within a reasonable time, and shall provide
seasonable updates.
3.2
Licensee shall submit a marketing
plan to Rich Dad for approval specifying the frequency of contact
with respect to customers reflected in the Customer Data and such
other information as Rich Dad may reasonably request. Licensee
shall not contact such customers until such plan is approved by
Rich Dad or other than in accordance with such approved
plan.
3.3
Licensee acknowledges and agrees
that this License Agreement grants Licensee no title or right of
ownership in or to the Licensed Rich Dad 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 Rich Dad’s right, title and interest in
the Licensed Rich Dad Business Information.
3.4
In the event the Licensee shall be
deemed to have acquired any rights in the Licensed Rich Dad
Business Information in the Territory (or anywhere in the world),
the Licensee shall assign, and agrees to execute all documents
reasonably requested by Rich
Dad to assign, all such rights in the Licensed
Rich Dad Business Information to Rich Dad or its
nominee.
3.5
Nothing in this License Agreement shall limit the right of Rich Dad
to limit the rights or access of the Rich Dad to 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 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 Rich Dad. The
Licensed Marks shall be used only in connection with seminars and
Seminar Materials that have been approved by Rich Dad pursuant to
Section 5.
4.4
All Seminar Materials shall prominently display the Rich Dad name,
Rich Dad Logo, and such other Licensed Marks as agreed to by the
parties, and shall include all proprietary notices (e.g., trademark
markings, copyright notice, patent marking) reasonably requested by
Rich Dad.
4.5
The Licensee acknowledges the validity of the Licensed Marks. The
Licensed Marks (and all versions and derivatives thereof) are owned
by Rich Dad and shall be and remain the exclusive property of Rich
Dad. All rights in and to the Licensed Marks other than those
specifically granted to the Licensee herein, are reserved to Rich
Dad 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 Rich
Dad 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 Rich Dad to assign, all such
rights in the 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. The Licensee shall provide Rich
Dad access to samples for quality review upon Rich Dad’s
reasonable request.
5.2
Approval Process
a. Licensee shall provide Rich
Dad a syllabus (in such form as Rich Dad 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 Rich Dad notifies Licensee
that the Seminar or Seminar Materials are rejected within thirty
(30) days from receipt by Rich Dad 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 Rich Dad’s prior approval.
d. Licensee shall provide Rich Dad,
without charge, additional samples of each item of Seminar
Materials from time to time as Rich Dad 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 Rich Dad, and shall not be
provided, distributed, offered for sale, or otherwise made
available in connection with the Seminars unless and until Rich Dad
approves such product, service or other collateral items in
writing.
5.3
If Rich Dad determines at any time that there is a deficiency in a
Seminar or Seminar Materials, Rich Dad 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 Rich Dad’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
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