License Agreement

License Agreement

This License Agreement (“ Agreement ”) is entered into as of this 30 ^th day of June, 2004 (the “ Effective Date ”) by and between Blanchard Education, LLC, a California Limited Liability Corporation, including all of its offices, divisions, successors and assigns (“ Blanchard Education ”), having its principal offices at 125 State Place, Escondido, California and Significant Education, LLC, a Delaware Limited Liability Company, including all of its offices, divisions, successors and assigns (“ Significant Education ”) having its principal offices at 3300 West Camelback Road, Phoenix, Arizona. Within this Agreement Blanchard Education and Significant Education may be referred to individually as a “ Party ” or collectively as the “ Parties ”.

RECITALS

WHEREAS , Blanchard Education and Significant Education have agreed to the terms of a relationship, and these terms were initially established and set forth in a Letter of Intent (“ Letter of Intent ”) entered into by the Parties dated May 7, 2004; and

WHEREAS , the Letter of Intent called upon the Parties to enter into a mutually acceptable license agreement setting forth all the terms and conditions attached to the issuance of a license to Significant Education by Blanchard Education; and

WHEREAS , this Agreement now sets forth those terms and conditions.

NOW, THEREFORE , in considerations for the mutual promises contained here, and for other good and valuable consideration, the Parties agree as follows:

AGREEMENT

1.

LICENSEE INFORMATION .

	•		Licensee: Significant Education, LLC
	•		Address: 3300 West Camelback Road, Phoenix, Arizona 85017
	•		Contact Persons: Charles Preston and Linda Rawles
	•		Phone Number: 602.388.3814 and 602.589.2063
	•		Email Address: cpreston@220partners.com; lrawles@gcu.edu

2.

LICENSOR INFORMATION .

	•		Licensor: Blanchard Education, LLC
	•		Address: 125 State Place, Escondido, California 92029
	•		Contact Person: Tom McKee
	•		Phone Number: 800-728-6000
	•		Email Address: tom.mckee@kenblanchard.com

3.

CONTROLING INTEREST .

It has been established, and the Parties do acknowledge, that Significant Education holds and controls all right and interest to and in the educational institution known as Grand Canyon University (“ GCU ”), and unless specifically set forth as otherwise, all those rights granted or awarded to Significant Education hereunder shall be understood to be similarly awarded to GCU.

4.

LICENSED RIGHTS .

Subject to and in consideration of the terms and conditions of this Agreement, Blanchard Education does hereby grant Significant Education the right to name GCU’s College of Business, “The Ken Blanchard College of Business”. This grant of rights also includes the right of Significant Education and GCU to use the name “Ken Blanchard” to establish and promote the relationship between the Parties, and to establish and promote the relationship between Ken Blanchard, Significant Education, and GCU. Ken Blanchard’s name may also be used to advertise and promote The Ken Blanchard School of Business by Significant Education and GCU. Blanchard Education will promote the relationship between Ken Blanchard, Significant Education, and GCU as well as The Ken Blanchard School of Business, including a prominent presence for GCU and The Ken Blanchard School of Business and links to GCU and The Ken Blanchard School of Business on the website www.kenblanchard.com and other websites maintained by Ken Blanchard or entities controlled by Ken Blanchard.

5.

ADDITIONAL SUBSEQUENT LICENSE .

Following the execution of this Agreement, and sometime before June 1, 2005, the Parties acknowledge that Significant Education will enter into a separate and subsequent license agreement with the Ken Blanchard Companies (“ Blanchard Companies ”), and this agreement (the “ Blanchard Companies Agreement ”) will grant Significant Education the right to use certain specifically-identified Blanchard Companies owned intellectual property (“ Blanchard Intellectual Property ”) to develop various business courses that will be offered by GCU through The Ken Blanchard College of Business. It is necessary to make mention of the Blanchard Companies Agreement herein, as the Parties agree that the continuance of this Agreement shall be dependent upon the completion, execution, and continuance of the Blanchard Companies Agreement, and this condition is further established in Section 12, “Termination of Agreement”.

6.

EXCLUSIVITY OF LICENSE .

The Parties agree that this Agreement, the rights it grants to Significant Education, and the application of these rights by Significant Education shall be mutually exclusive. For clarification, this mutual exclusivity means that Blanchard Education (or the Blanchard Companies) will not enter into a similar licensing arrangement for the creation of another college or graduate level business school where this license includes the use of the names Blanchard or Ken Blanchard, and Significant Education (and GCU) agrees that The Ken Blanchard College of Business will be the only business-curriculum-based school existing under or within GCU.

7.

CONTINUENCE OF EXCLUSIVITY .

Notwithstanding Section 6, “Exclusivity of License” the exclusive nature of this Agreement shall continue for its entire term if the total payments to Blanchard Education under this Agreement and to the Blanchard Companies under the Blanchard Companies Agreement by Significant Education reaches or exceeds one million dollars ($1,000,000) by December 31, 2007. If this payment threshold is not met, both aforementioned agreements will become non-exclusive, and the Parties will agree to meet and discuss their respective support for continuing the relationship and their respective obligations to one another.

8.

APPLICATION OF RIGHTS .

Significant Education is solely responsible for the utilization and application of those rights which it secures under this Agreement; however, any use of the name Blanchard or Ken Blanchard by Significant Education beyond that use set forth herein may be viewed as a material breach of this Agreement by Significant Education, and could subject this Agreement and the rights granted hereunder to immediate termination.

9.

APPROVAL OF USE .

Although this Agreement does not require that Blanchard Education approve each and every use of the names Blanchard and/or Ken Blanchard by Significant Education and/or GCU, Significant Education will use its best reasonable efforts to provide Blanchard Education with examples of all such use, and will consult with Blanchard Education regarding any use which creates or causes an objection from Blanchard Education.

10.

LIMITATIONS TO LICENSE .

Nothing contained or construed to be contained in this Agreement shall constitute the grant by Blanchard Education of any right by way of license or otherwise to Significant Education to use any trademark, trade name, or other intellectual property asset of Blanchard Education for any purpose not expressly set forth herein. Furthermore, Significant Education may not license, sublicense, award, grant, sell, or give to any individual or entity who is not a party to this Agreement the right to use the names Blanchard or Ken Blanchard without the expressed written consent of Blanchard Education.

11.

TERM OF LICENSE .

Unless terminated by either Party for reasons as set forth in Section 12, “Termination of Agreement”, this Agreement shall become effective on the Effective date and shall have an initial term (“ Initial Term ”) of five (5) years, with a subsequent term (“ Subsequent Term ”) of five (5) years that will automatically come into effect unless either Party establishes in writing their opposition to such Subsequent Term within six (6) months of the expiration date of the Initial Term.

12.

TERMINATION OF AGREEMENT .

This Agreement may only be terminated by either Party due to a material breach of this Agreement by one or the other Party; or in the event that Significant Education (i) makes a general assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, (iii) if a petition for bankruptcy is filed against Significant Education, (iv) if a receiver or trustee is appointed for all or any part of the property or assets of Significant Education, (v) upon the occurrence of a senior secured creditor sale upon the assets of Significant Education, (vi) if Significant Education is generally unable to pay its debts as they come due in the ordinary course of business, or (vii) is unable to pay Blanchard Educat