SMOA: Curriculum License Agreement Template

THIS CURRICULUM(S) LICENSE AGREEMENT is made as of the 1^st day of <month>,<year>

BETWEEN:

STEM MINDS CORP., cob STEM MINDS, a corporation duly incorporated under the laws of the Province of Ontario, and having its head office at 212 Earl Stewart Drive, Unit 3, Aurora, Ontario, L4G 6V7

(“STEM MINDS”)

OF THE FIRST PART

AND

<NAME> a corporation duly incorporated under the laws of the <COUNTRY> and having its office at <ADDRESS>

(the “Licensee”)

OF THE SECOND PART

WHEREAS:

STEM MINDS is the owner of curriculum(s)and support materials (the “Curriculum(s)”) developed and maintained by STEM MINDS listed in SCHEDULE “A” annexed hereto, which may be used, in whole or in part, by the Licensee as the basis of instruction for program(s) (the “Program(s)”) offered by the Licensee (and the term Program(s) when used in this Agreement means a Program which uses the Curriculum(s);
The Curriculum(s) may consist of, without limitation, module outlines, notes and summaries and content, evaluation and graduation guidelines and requirements, any and all of which may be changed, improved, and further developed by STEM MINDS in its sole discretion from time to time;
The Licensee is, in part, a supplier of educational services and offers the Program(s) to its enrolled students at one or more branches or locations; and
The Licensee desires to enter into an agreement with STEM MINDS to use the Curriculum(s).

NOW THEREFORE, in consideration of the covenants contained in this Agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1 – GRANT OF LICENCE

1.1 Grant

Subject to the terms and conditions of this Agreement, STEM MINDS hereby grants the Licensee for and during the Term, on the terms and conditions contained herein, a non-exclusive, non-transferrable right and license to use the Curriculum(s) in connection with the instruction and delivery of the Program(s) by the Licensee (the “License”) only at the location designated by the Licensee in Schedule “1.1” except for such Additional Branch locations set forth in subsection 3.2(b). The license granted does not permit the Licensee to, and the Licensee will not:

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Curriculum in any way, including to any Additional Branches (as such capitalized term is defined in subsection 3.2(b), or any affiliate or associate (as such italicized terms are defined in the Business Corporations Act (Ontario) of the Licensee; or

modify, incorporate into or with other curriculum, or create a derivative work of any part of the Curriculum.

ARTICLE 2 – TERM

2.1 Term

The term (the “Term”) of this Agreement shall be for a period of ten (10) months, commencing as of the 1^st day of September in the current calendar year, and expiring on the 30th day of June in the next ensuing calendar year, unless terminated earlier as set out herein.

No Renewal Rights

The Licensee acknowledges and confirms that it has no right to renew this Agreement. Should the Licensee wish to obtain the rights to the Curriculum(s) for the next ensuing ten (10) moth period, the Licensee shall then execute STEM MINDS’s then form of Curriculum License Agreement as of September 1^st for a term of ten (10) months. STEM MINDS will afford the Licensee the right to execute a new Curriculum License Agreement for the next ensuing ten (10) month period commencing September 1^st provided that each of the following conditions have been met prior to the expiration of the Term:

the Licensee shall give STEM MINDS at least 30 days written notice prior to the expiry of the Term of the Licensee’s desire to use the Curriculum for the next ensuing ten (10) month period commencing September 1^st;

the Licensee will have substantially complied with all of the provisions of
this Agreement (including, without limitation, making all payments required or contemplated under this Agreement in full when due), and at the time at which the Licensee states that it wishes to enter into a new Curriculum License Agreement, is then in full compliance under this Agreement, and the Licensee remains in full compliance until the end of the Term;

the Licensee executes STEM MINDS’s then-current form of License
Agreement and all other agreements and documents then customarily used by STEM MINDS in granting new licenses, which agreements may contain different terms (including, without limitation, financial terms) than those set forth in this Agreement; and

the Licensee shall complete to STEM MINDS’s satisfaction any required additional training which STEM MINDS may reasonably require.

ARTICLE 3 – FEES, BOOKS AND RECORDS AND AUDIT RIGHTS

3.1 License Fees

In consideration of the grant of the License under this Agreement for the Term, the Licensee shall pay to STEM MINDS:

an initial one time license fee of Seven Thousand Five Hundred Dollars ($7,500.00), plus HST, per course licensed (the “Initial License Fee”), payable upon execution of this Agreement. Notwithstanding that the License Fee shall be fully earned upon execution of this Agreement the Initial License Fee shall be refundable until STEM MINDS delivers any part of the Curriculum to the Licensee, at which time the Initial License Fee shall be non-refundable, including, without limitation, in the event of early termination;

a two day training fee per course of Three Thousand Dollars ($3,000.00) (the “Training Fee”), plus HST will be due upon execution of this Agreement. The Training Fee shall be fully earned upon the payment thereof, and shall be nonrefundable, including, without limitation, in the event of early termination; If additional training is requested, it will be charged at the rate of $1,500 per day, and

an ongoing annual license fee of Five hundred and Eight Dollars and fifty cents ($500), plus HST, per course for a maximum of 20 students (collectively the “Students”) enrolled in a Program offered by the Licensee in which the Curriculum is used in whole or in part (the “Ongoing License Fee”). The Annual Ongoing License Fees are payable within seven (7) days of the commencement of each Program which uses, either in whole or in part, the Curriculum together with a copy of the Enrollment Report (as such capitalized term is defined in section 3.7 below).

3.2 Use of the Curriculum(s) by Additional Branch or Location

The Licensee shall provide STEM MINDS with prior written notice (the “Additional Branch Notice”) if the Licensee desires to commence use of the Curriculum(s) at an additional branch or location other than the Location (the “Additional Branch”) at which the Licensee is offering the Program(s). The Additional Branch Notice shall identify the location at which the Licensee wishes to offer, and the proposed commencement date of, the Program. STEM MINDS has thirty (30) days from the receipt of the Additional Branch Notice to notify the Licensee that STEM MINDS:

does not permit the use of the Curriculum(s) at the Additional Branch; or

permits the Licensee to offer the Curriculum at the Additional Branch, in which case:

the location of the Additional Branch shall be identified on Schedule “3.3(b)”;

the use of the Curriculum(s) by the Additional Branch shall be subject to the terms and conditions of this Agreement; and

the Licensee shall not be required to pay to STEM MINDS either an Initial License Fee or a Training Fee in respect of the use of the Curriculums at the Additional Branch(es).

3.4 Late Payments

All arrears of fees and other sums to be paid by the Licensee herein to STEM MINDS shall bear interest at the rate per month of two percent (2%) per month, calculated and payable yearly (being an annual rate of Twenty Four Percent (24%) (hereinafter the “Interest Rate”), not in advance, with interest on overdue interest at the aforesaid rate, as well after as before default or judgment, from the time such sums became due until paid in full to STEM MINDS.

3.5 Sales Taxes

Any and all amounts expressed as being payable pursuant to this agreement are exclusive of any applicable taxes, unless where noted. Accordingly, if applicable, all payments by the Licensee shall, in addition, include an amount equal to any and all goods and services taxes, harmonized taxes, sales taxes, value added taxes, or other taxes, assessments or amounts of a like nature imposed on any payments to be made pursuant to this Agreement (hereinafter “Sales Taxes”).

3.6 Transfer of Funds

The Licensee shall cooperate fully and comply with any system or program implemented by STEM MINDS for the electronic or other transfer of funds (including without limitation, Initial License Fees or Ongoing License Fees (hereinafter collectively called “License Fees”) directly from the bank account of the Licensee to the bank account of STEM MINDS, including the execution of any pre-authorized payment forms required by the Licensee’s bankers to permit such payments, and without any hold whatsoever.

Bookkeeping, Accounting and Records

The Licensee shall establish and continuously use such computerized bookkeeping, accounting and record-keeping systems, in order to maintain all records of Students required by the Ministry, including without limitation, records of Student enrollment in a Program(s) (the “Enrollment Report”).

Enrollment Reports

The Licensee shall furnish to STEM MINDS the Enrollment Report contemporaneously with the payment of the Ongoing License Fees, in the form from time to time prescribed by STEM MINDS and together with such detail and breakdown and copies of supporting records as STEM MINDS may from time to time require.

Option to Use STEM MINDS’ Student Program Registration and Payment Gateway

Licensee shall have the option to have a Student register and pay for a Program using STEM MINDS’ registration and payment gateway at https://steamhub.ca (the “Website”). Any use of the Website is governed by STEM MINDS the terms of use contained on such site, as amended from time to time.

Determination of Program Sales Price

The Licensee is entitled to determine, in its sole and unfettered discretion, the gross sales price for any Program (the “Program Sales Price”), although STEM MINDS may suggest a minimum price.

Transfer of Net Sales After Deduction of Ongoing License Fees

The Licensee acknowledges that in addition to complying with section 3.9, STEM MINDS will, for each Program:

(a) collect the Program Sales Price plus applicable Sale Taxes from each Student;

(b) deduct from the Program Sales Price the Ongoing License Fee for the Student (hereinafter the “Net Sales Price”); and

remit to the Licensee the Net Sales Price plus Sales Taxes, less any bank costs, or credit card fees, incurred by STEM MINDS for processing the Student’s payment of the Program

Sales Price (the “Bank Fees”) which Bank Fees are entirely for the account of the Licensee.

STEM MINDS will remit to the Licensee the aggregate amount of the Net Sales Price plus Sales Taxes for all Students who have registered for a Program during a calendar month within Five (5) days of the end of that calendar month.

ARTICLE 4 – STEM MINDS’S OBLIGATIONS

4.1 Curriculum(s) and Support Materials

STEM MINDS will supply the Licensee with the Curriculum(s), which includes:

Program(s) overview;

Resources;

Evaluations; and

Module content (module, subjects, etc.).

The above list is not definitive and STEM MINDS reserves the right to change, update, revise or substitute any element or part of the Curriculum(s) from time to time as STEM MINDS in its discretion determines to be necessary.

4.2 Curriculum(s) Revisions

STEM MINDS shall conduct reviews of the Curriculum(s) and may change, update, revise or substitute any element or part of the Curriculum(s) from time to time as STEM MINDS determines in its sole discretion. The Licensee shall use any revisions or updates to the Curriculum(s) that may be provided from time to time by STEM MINDS and update its own version of the Curriculum(s) in use at the time.

4.3 Training by STEM MINDS

STEM MINDS shall provide training (the “Training”) to the Licensee as follows:

(a) Prior to the first use of a Curriculum, STEM MINDS shall provide to that number of the Instructors (as such capitalized term is defined in section 5.2) set forth in Schedule “4.3(a)”, an initial training course covering the Curriculum. The Licensee shall ensure that its Instructors attend, and successfully complete STEM MINDS’s training course;

(b) In the event that the Licensee wishes to have additional Instructors receive initial training provided by STEM MINDS, the Licensee will be responsible for all additional costs, including without limitation, the then current daily or weekly rate per trainee established by STEM MINDS. The Licensee shall be responsible for all travel and living expenses and all wages or other amounts payable to any trainees and no wages or other amounts shall be payable by STEM MINDS to any such trainee for any service rendered at any outlet during the course of such training. In the event of termination of the Agreement as a result of the Licensee’s failure to comply with the provisions of this section 4.3;

(c) In the event that any designated trainee’s participation in the initial training program discloses that such trainee will not, in the opinion of STEM MINDS, be able to adequately teach the Curriculum, STEM MINDS shall provide the Licensee with written notice thereof and an opportunity to submit an alternate trainee; and

In consideration of the Training, the Licensee shall pay to STEM MINDS a Training fee (the “Training Fee”) in the amount set forth in Schedule “4.3(d)”. The Training Fee is meant to compensate STEM MINDS for its personnel performing such training or assistance, plus other reasonable expenses including all travel, meal and accommodation expenses.

4.4 Operating Assistance

During the Term, STEM MINDS shall continue to provide advice and guidance to the Licensee as STEM MINDS deems reasonable with respect to the teaching and use of the Curriculum(s). In addition, upon reasonable written request of the Licensee, STEM MINDS will use commercially reasonable efforts to furnish assistance to the Licensee to aid in devising solutions to special problems encountered by the Licensee in the use of the Curriculum(s). If any additional assistance is provided by STEM MINDS, it shall be at a cost to the Licensee based on STEM MINDS’s then current daily or weekly fee (if any) for STEM MINDS’s personnel performing such training or assistance, plus other reasonable expenses including all travel, meal and accommodation expenses.

4.5 License to the Use Marks

(a) So long as the Licensee continues to use the Curriculum(s) and is not in breach of any of the terms or conditions of this Agreement, the Licensee shall have the right to use and display the trade-mark “STEM MINDS” (the “Marks”) in the conduct of its business;

(b) The Licensee shall use the Marks without any accompanying words or symbols of any nature, unless first approved in writing by STEM MINDS;

(c) The Licensee acknowledges that the use of any of the Marks outside the scope of this Agreement, without STEM MINDS’s prior written consent, is an infringement of STEM MINDS’s ownership and rights in and to the Marks, and expressly covenants that during the currency of this Agreement and after the expiration or termination of it the Licensee shall not, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or right of STEM MINDS to any of the Marks or take any other action in derogation thereof;

(d) No part of the Marks nor any words similar thereto shall, without the prior written approval of STEM MINDS, be included in any name or trade name utilized by the Licensee or by any corporation, partnership or other entity in which the Licensee may, at any time, have a direct or indirect interest nor to hold out or otherwise employ the Marks to perform any activity, nor to incur any obligation or indebtedness, in such manner as could reasonably result in making STEM MINDS liable therefor;

(e) The Licensee shall use the Marks only in connection with its use of the Curriculum(s). All renderings of the Marks shall be accompanied by a notice indicating the ownership of the Marks by STEM MINDS, in such form as STEM MINDS may require from time to time;

(f) Neither this Agreement nor the right to use the Curriculum(s) shall confer upon the Licensee any right, title or interest in any of the Marks, except the right to use the same in accordance with the terms hereof, and the Licensee agrees not to use any of the Marks in any manner calculated to represent that the Licensee is the owner of the same. The Licensee agrees that he will not at any time during the term of this Agreement or thereafter dispute or contest, directly or indirectly, the validity or enforceability of any of the Marks nor counsel, procure or assist anyone else to do the same, nor directly or indirectly attempt to dilute the value of the goodwill attaching to the Marks, nor counsel, procure or assist anyone else to do the same;

(g) The Licensee agrees that all goodwill associated with STEM MINDS and identified by the Marks shall enure directly and exclusively to the benefit of STEM MINDS and is the property of STEM MINDS and that upon the expiration or termination of this Agreement, no monetary amount shall be assigned as attributable to any goodwill associated with any of the Licensee’s activities or the Licensee’s use of the Marks;

(h) If the Licensee utilizes any of the Marks on any stationary, invoices, purchase orders or similar documents, such material shall plainly indicate that the Licensee is a licensee of the trade-marks and trade names of STEM MINDS; and

(i) The Licensee shall immediately notify STEM MINDS of any infringement of or challenge to the Licensee’s use of any of the Marks and STEM MINDS shall have the sole discretion to take such action as it deems appropriate. STEM MINDS shall indemnify the Licensee against, and shall reimburse the Licensee for, all damages for which he is held liable in any proceeding arising out of the use of any of the Marks in compliance with this Agreement, and for all costs reasonably incurred by the Licensee in the defence of any such claim brought against him or in any such proceeding in which he is named as a party. If it becomes advisable at any time at the sole discretion of STEM MINDS for the Licensee to modify or discontinue the use of any of the Marks or use one or more additional or substitute trade names or trade-marks, the Licensee shall do so and the sole obligation of STEM MINDS in any such event shall be to reimburse the Licensee for the actual expenses reasonably incurred by the Licensee in replacing signs or other printed material then being used by the Licensee and bearing the Marks to be modified or discontinued.

ARTICLE 5 – LICENSEE’S OBLIGATIONS

5.1 Use of Secondary Materials

STEM MINDS may recommend to the Licensee the use of other secondary materials to accompany the Curriculum(s) (the “Secondary Materials”) and the Licensee shall be responsible for any and all costs associated with acquiring and the use of the Secondary Materials. STEM MINDS reserves the right to change, update, revise or substitute all of the Secondary Materials or any part or component thereof from time to time as STEM MINDS determines to be necessary.

5.2 Instructors

The Licensee shall, at its sole expense, hire or contract with qualified, competent, professional instructors and other employees required in the use, teaching and delivery of the Curriculum(s) (the “Instructors”).

5.3 Developments, Improvements to Curriculum

The Licensee shall promptly provide to STEM MINDS all observations, comments, suggestions, improvements for developments to the Curriculum, to assist STEM MINDS in improving and updating the Curriculum(s). In order that such developments or improvements shall be made available to STEM MINDS and other licensees, the Licensee hereby assigns and transfers all copyrights or other rights in connection therewith to STEM MINDS without any compensation, and waives all moral rights thereto.

ARTICLE 6 – REPRESENTATIONS AND WARRANTIES

6.1 Mutual Warranties and Representations

Each party represents and warrants to the other that as of the date of this Agreement:

It is the is duly organized validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation;

It has the power and authority to enter into this Agreement and to perform its obligations under this Agreement,

It has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder.

This Agreement has been duly executed and delivered by and constitutes a valid, binding, legal obligation, enforceable against it in accordance with its terms;

All necessary consents, approvals, registrations, and authorizations of all governmental authorities and other persons and entities required to be obtained by it in connection with its performances under this Agreement have been obtained;

The execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or violate any requirement of applicable laws or regulations, and do not conflict with, or constitute a default under, any of its contractual obligation; and

There are no adverse proceedings, claims or actions pending, or to the best of its knowledge threatened proceedings, claims or actions, which would, if successful, adversely impact its ability to perform its obligations hereunder.

6.2 STEM MINDS Representations and Warranties Re: Curriculum

STEM MINDS further represents and warrants that:

It is the owner of the intellectual property subsisting in the Curriculum;

To the best of its knowledge, the use of the Curriculum does not infringe the intellectual property rights of others, nor is it aware of any allegations made that the use of the Curriculum infringes the intellectual property rights of others; and

it shall keep the licences granted under this Agreement free of liens, claims and encumbrances.

6.3 Licensee’s Representations and Warranties Re: Existing Business

Licensee further represents and warrants that it has an existing business or businesses (the “Licensee’s Existing Business”) and that the total sales to be earned by the Licensee from the Students enrolment in Programs for which the Licensee will use the Curriculum(s) (the “Curriculum Program Fees”) is anticipated by the Licensee to be less than twenty percent (20%) of the total sales for the Licensee’s Existing Business. Schedule “6.3” annexed hereto sets forth the Curriculum Program Fees that the Licensee reasonably anticipates to achieve during the Term and the total sales during the Term with respect to the Licensee’s Existing Business.

ARTICLE 7 – OWNERSHIP OF CURRICULUM

7.1 Ownership of Curriculum(s)

STEM MINDS alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Curriculum and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Licensee or any other party relating to the Curriculum. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Curriculum, or the intellectual property rights owned by STEM MINDS.

ARTICLE 8 – DISCLAIMERS, LIMITED WARRANTY AND EXCLUSIVE REMEDIES

8.1 Disclaimers

Except as set forth in section 6.2, STEM MINDS makes no representations, warranties or conditions, express, statutory or implied, with respect to the Curriculum. Specifically, STEM MINDS expressly disclaims all representations, warranties or conditions, including without limitation any implied or statutory warranties or conditions of merchantability, title, non-infringement or fitness for a particular purpose. STEM MINDS does not warrant that the Curriculum will meet the Licensee’s requirements. The Licensee assumes the entire risk as to the suitability of the Curriculum(s) for the Program(s). The Licensee acknowledges that it has or will have independently determined that the Curriculum meets its business requirements and that Licensee has not relied on any representation by STEM MINDS as to the suitability of any item for any particular purpose. STEM MINDS does not represent or warrant that the Curriculum will be capable of achieving any particular result or results in the Licensee business or operations. Except as expressly stated otherwise in this agreement, the Curriculum provided and licensed on an “as is” basis without warranty or representation of any kind.

THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY CONTAINED IN THIS AGREEMENT ARE THE ONLY REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED BY STEM MINDS CONCERNING THE CURRICULUM OR USE OF THE CURRICULUM BY THE LICENSEE, AND THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.2 Limited Liability and Exclusive Remedies

Notwithstanding anything herein to the contrary, STEM MINDS’s entire liability, and the Licensee sole and exclusive remedy, for a breach by STEM MINDS of this Agreement and the license herein granted or Curriculum herein provided shall be, at STEM MINDS’s sole option, for STEM MINDS to:

return the Fees paid by Licensee for the current Term; or

use all commercially reasonable efforts to promptly correct the breach.

Further, in no event whatsoever will STEM MINDS, its directors, officers, employees, agents, contractors or affiliates, be liable for any claim for:

(d) damages for loss of profits or revenue, failure to realize expected savings;

(e) indirect, consequential or special damages of any kind; or

(f) contribution, indemnity or set-off in respect of any claims against Licensee by a third party.

Without limiting the generality of the foregoing, the maximum total liability of STEM MINDS, and its directors, officers, agents, representatives, shareholders and employees, for any claim whatsoever, under any circumstances, regardless of the cause of action and including without limitation claims for breach of contract, tort, negligence or otherwise, and the Licensee’s sole remedy therefore, shall be strictly limited to an award for direct, provable damages not to exceed the amount of the License Fees paid by Licensee to STEM MINDS hereunder for the current Term. No action, regardless of form, arising out of this Agreement may be brought by Licensee more than twelve (12) months after the facts giving rise to the cause of action have occurred, regardless of whether those facts by that time are known to, or reasonably ought to have been discovered by, Licensee.

ARTICLE 9 – ASSIGNMENT, TRANSFER AND SALE

9.1 Assignment, Transfer and Sale by the Licensee

The Licensee acknowledges that the rights and duties set forth in this Agreement are personal to the Licensee and that STEM MINDS has granted the License to use the Curriculum(s). Accordingly, the Licensee shall not, by operation of law or otherwise, directly or indirectly, or through an affiliate, subsidiary or associated company, sell, assign, transfer, convey, give away, pledge, sub-license, encumber or otherwise dispose of to any person, persons, partnership, association, corporation or organization, this Agreement or any interest in this Agreement, or any interest in the Curriculum(s), nor offer, permit or suffer the same. Any purported assignment or transfer shall be null and void and shall constitute a default hereunder which is good cause for immediate termination of this Agreement without prior notice or opportunity to cure such default.

ARTICLE 10 – INDEMNIFICATION

10.1 Indemnification by the Licensee

The Licensee shall indemnify and hold STEM MINDS, its directors, officers, employees, agents, contractors and affiliates, harmless from and against any loss, damage or liability, including reasonable legal costs that STEM MINDS may suffer or incur as a result of or in connection with any of the following:

the Licensee’s use of the Curriculum;

any claim or suit made by any of the Licensee clients;

any breach by Licensee of the obligations under this Agreement;

the Licensee use of the Curriculum in any manner not contemplated by the documentation or the modification or unauthorized use of the Curriculum; or

the Licensee use of the Curriculum in connection with any activity that is illegal, offensive or immoral or that infringes on the rights of privacy or publicity, or any intellectual or proprietary rights of any third party.

10.2 Indemnification by STEM MINDS

STEM MINDS shall indemnify and hold Licensee, its directors, officers, employees, agents, contractors and affiliates, harmless from and against any loss, damage or liability, including reasonable legal costs, that Licensee may suffer or incur as a result of or in connection with any claim in which it is determined by an arbitrator, a court of competent jurisdiction, or admitted in writing by STEM MINDS, that the use by Licensee of the Curriculum provided by STEM MINDS in accordance with the terms of this Agreement has infringed the copyright or other similar intellectual property rights of any third party.

In the event of any such claim:

The Licensee shall notify STEM MINDS as soon as possible upon any claim being made against the Licensee that its use of the Curriculum is alleged to be an infringement of the intellectual property rights of others;

STEM MINDS shall have carriage of the defence of such claim made against the Licensee and has the exclusive right to settle the claim. The Licensee shall co-operate fully in the conduct of the defence. The Licensee shall either retain the legal counsel designated by STEM MINDS or may retain its own counsel at its own expense;

In the event that the Curriculum is finally held by a court of competent jurisdiction, to be an infringement of the intellectual property rights of another, then STEM MINDS shall:

(i) modify the Curriculum to make it non-infringing;

(ii) obtain a licence for use of the Curriculum from the other party; or

(iii) terminate the licence and refund payments the Licensee has made.

ARTICLE 11 – DEFAULT AND TERMINATION

11.1 Termination by STEM MINDS

STEM MINDS may, at its option, terminate this Agreement and all rights granted herein, upon the issuance of a notice of termination, if the Licensee:

is in breach of any obligation under this Agreement or any other agreement between STEM MINDS and the Licensee and fails to cure such breach within thirty (30) days after receiving notice in writing from STEM MINDS to cure;

fails to pay the Ongoing License Fees as required by subsection 3.1(b);

deliberately understates the Enrollment Reports or the Ongoing License Fees payable to STEM MINDS;

makes an order or an effective resolution passed for the winding up or the liquidation of the Licensee;

makes a general assignment for the benefit of creditors or a proposal or arrangement under bankruptcy and/or insolvency legislation, if a petition is filed against the Licensee under bankruptcy or insolvency legislation, if the Licensee is declared or adjudicated bankrupt, if a liquidator, trustee in bankruptcy, custodian receiver, or any other officer with similar powers is appointed of or for the Licensee commits any act of bankruptcy or shall propose an arrangement or compromise or institute proceedings to be adjudged bankrupt or insolvent;

has any execution, attachment or similar process issued against the Licensee or any encumbrancer takes any action or proceeding whereby the Licensee’s business or any fixtures, furnishings or property relating to the Licensee’s business or any portion thereof shall be taken or attempted to be taken by someone other than the Licensee, unless such execution, attachment or similar process, action or proceeding is set aside, vacated, discharged or abandoned within ten (10) days after its commencement;
abandons the Licensee’s business or otherwise ceases to conduct business from the Location without prior written consent of STEM MINDS;

contrary to Article 9, assigns or attempts to assign the License under this Agreement or any rights hereunder; or

fails to pay any amounts due under this Agreement.

11.2 Termination by the Licensee

The Licensee may, at its option, terminate this Agreement and all rights granted herein with Thirty (30) days prior written notice of such termination.

11.3 Procedure

Termination shall be effected by a notice that shall, as of the date stated therein, but subject to section 10.1 in the event of the termination by the Licensee, terminate the license granted herein, together with all rights of the Licensee and any Additional Branch hereunder.

11.4 Indulgence not to be construed as waiver

Any indulgence on the part of STEM MINDS in respect to a default by the Licensee shall not be construed as a waiver with respect to such default or to similar subsequent defaults.

ARTICLE 12 – RIGHTS AND OBLIGATIONS ON TERMINATION

12.1 Obligations Survive

No Termination of this agreement by any party shall affect the rights and obligations of any party which have accrued as of the date of such termination.

12.2 Termination Requirements

Upon termination or expiration of this Agreement for any reason whatsoever, the Licensee shall:

immediately cease its use of the Curriculum(s); and

immediately return any materials associated with the Curriculum(s) or this Agreement provided by STEM MINDS to the Licensee in connection with this Agreement.

12.3 Termination without Prejudice

Any termination under Article 11 shall be without prejudice to any other rights (including a right of indemnity), remedy or relief vested in or to which STEM MINDS may be entitled against the Licensee. The remedies under Article 11 shall not exclude any other remedies which STEM MINDS may have at law or in equity by reason of the default or breach of the provisions of this Agreement by the Licensee.

ARTICLE 13 – RELATIONSHIP

13.1 Independent Parties

The Licensee is and will at all times remain an independent contractor and is not and shall not represent himself to the agent, joint venture, partner or employee of STEM MINDS, or to be related to STEM MINDS other than as an independent contractor. No representations shall be made or acts taken by the Licensee which could establish any apparent relationship of agency, joint venture, partnership or employment, and STEM MINDS shall not be bound in any manner whatsoever by any agreements, warranties or representations made by the Licensee to any other person nor with respect to any other action of the Licensee.

ARTICLE 14 – DISPUTE RESOLUTION

14.1 Dispute Resolution

Disputes, excluding: (i) the right of either party to apply to a court of competent jurisdiction for an interim or interlocutory injunction or other provisional remedy to preserve the status quo or prevent irreparable harm pending final award of an arbitrator; or (ii) with respect to any disputes that may arise in connection with the ownership of any intellectual property, shall be finally settled by a single arbitrator in Toronto, in accordance with the Arbitration Act, 1991 (Ontario) at such place and time as the arbitrator may fix.

A party wishing to pursue arbitration of the dispute shall give notice of arbitration to the other party containing a concise description of the matter submitted for arbitration. Within ten (10) business days after a party gives a notice of arbitration, the parties shall jointly appoint an arbitrator. If the parties fail to appoint an arbitrator within that time, each party shall appoint an arbitrator and the two arbitrators so appointed shall appoint a third arbitrator whose decision shall be final and binding upon the parties.

The arbitrator may determine all questions of law and jurisdiction (including questions as to whether a dispute is arbitrable) and all matters of procedure relating to the arbitration. The arbitrator shall have the right to grant legal and equitable relief (including injunctive relief) and to award costs (including legal fees and the costs of the arbitration) and interest.

The arbitrator shall be a suitably qualified, impartial person who is experienced in contractual disputes, including licensing.

The arbitration proceedings shall be conducted in the English language.

The written decision of the arbitrator shall be final and binding upon the parties in respect of all matters relating to the arbitration, the procedure, the conduct of the parties during the proceedings and the final determination of the issues in the arbitration. There shall be no appeal from the determination of the arbitrator to any under the Arbitration Act, 1991 (Ontario) and the rules set forth in this section. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

The costs of any arbitration shall be borne by the parties in the manner specified by the arbitrator in his or her determination.

Insofar as they do not conflict with the terms of this section, the arbitration shall be governed by the Arbitration Act, 1991 (Ontario) and the arbitrator shall have jurisdiction to take such action and make such orders as are contemplated in such Act.

ARTICLE 15 – GENERAL

15.1 Notice

Any notice, request or demand provided for or given under this Agreement shall be sufficiently given if delivered personally or by courier or mailed by prepaid registered mail to the addresses set forth on the first (1^st) page hereof.

Any notice shall be conclusively deemed to have been given on the day such notice is actually delivered. Either of the parties may at any time give notice in writing to the other of any change in address of the party giving such notice and from and after the giving of such notice the address therein specified shall be deemed to be the address of such party for the giving of such notices thereafter.

15.2 Without Limitation

The words, “including” and “includes” shall be deemed to be followed by the statement “without limitation” and neither of such terms shall be construed to limit any word or statement which it follows to the specific or similar items or matters immediately following it.

15.3 Headings

The division of this Agreement into Articles, sections, Subsections and Schedules and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The Article, section and Schedule headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and shall not be considered part of this Agreement.

15.4 Number, Gender and section References

In this Agreement, words in the singular include the plural and vice-versa and words in one gender include all genders. References to an Article, section, Subsection or Schedule refer to the applicable article, section, subsection or schedule of this Agreement.

15.5 Calculation of Time

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 6:00 p.m. (Toronto time) on the last day of the period. If, however, the last day of the period does not fall on a business day, the period shall terminate at 6:00 p.m. (Toronto time) on the next business day. References to time in this Agreement shall be to local time in Toronto, Ontario, Canada unless otherwise stated.

15.6 Currency

Unless specified otherwise, all statements of or references to dollar amounts in this Agreement are in US Dollars.

15.7 Time of the Essence

Time is of the essence of this Agreement.

15.8 Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario.

15.9 Counterparts

This Agreement may be executed by the parties in counterparts and delivered by facsimile transmission, each of which when so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. Notwithstanding the date of execution and delivery of such counterparts, their date of execution and delivery shall be deemed to be the date first written above.

15.10 Entire Agreement

This Agreement, together with any agreements and other documents to be delivered pursuant hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, discussions and understandings, written or oral, explicit or implicit, between the parties, including but not limited to the Previous Agreement if any.

15.11 Further Assurances

Execution of such further documents as are within its power as any other party hereto may in writing at any time and from time to time reasonably request be done and or executed, in order to give full effect to the provisions of this Agreement.

15.12 Amendment

This Agreement may be amended or supplemented only by a written agreement signed by each party hereto.

15.13 Waiver of Rights

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

15.14 Successors and Assigns

This Agreement shall endure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, legal representatives, successors (including any successor by reason of amalgamation or statutory arrangement of any party) and permitted assigns.

15.15 Excusable Delays

Except as expressly provided otherwise in this Agreement, dates and times by which any party hereto is required to perform any obligation under this Agreement shall be postponed automatically to the extent, and for the period of time, that that party is prevented from doing so by circumstances beyond its reasonable control. Such circumstances shall include force majeure and acts of nature, strikes, lockouts, riots, acts of war, epidemics, fire, communications line failures, power failures, earthquakes or other disasters, but shall not include lack of funds. The party prevented from rendering performance must notify the other party immediately and in detail of the commencement and nature of such circumstance and the probable consequences of it. Each party whose performance is delayed must use reasonable efforts to perform its obligations in a timely manner, must employ all resources reasonably required in the circumstances and must obtain supplies or services from other sources if reasonably available.

TO WITNESS THEIR AGREEMENT, the parties have duly executed this agreement as of the date first written above.

SIGNED, SEALED AND DELIVERED

in the presence of

)))))

)

STEM MINDS CORP.

Per:

Authorized Signing Officer

)

)))))

INSERT NAME OF LICENSEE

Per:

Authorized Signing Officer

SCHEDULE “A”- CURRICULUM(S)

SCHEDULE “1.1” – LOCATIONS

SCHEDULE “3.2(b)” – ADDITIONAL BRANCH

None

SCHEDULE “4.3(a)” –NO. OF INSTRUCTORS

SCHEDULE “4.3(a)” –TRAINING FEE

SCHEDULE “6.3”

Total Sales During the Term Reasonably Anticipated by Licensee from Licensee’s Existing Business: [INSERT]

Total Sales from Curriculum Program Fees Reasonably Anticipated by Licensee During the Term: [INSERT]

SMOA: Curriculum License Agreement Template

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