Terms & Conditions

725372.03/SD
F3777-002
SOFTWARE LICENSE AGREEMENT
Terms and Conditions
This Software License Agreement ("Agreement") is made and entered into by and
between LIL’ READING SCIENTISTS LITERACY SOLUTIONS, LLC, a New Jersey limited
liability company, with an address at 3048 Fourth Street, St. Augustine, Florida 32084
("LICENSOR"), and the Licensee. Capitalized terms are defined in the Recitals, Section 1,
Exhibits "A" through “C”, and other sections of this Agreement.
RECITALS
WHEREAS, LICENSEE desires to obtain a non-exclusive license to the Intellectual
Property Rights related to the software program described in Exhibit A under the heading "Lil’
Reading Scientists” (the “Software”) to allow LICENSEE to use said Software for the purpose
of educating children on the terms and subject to the conditions set forth in this Agreement; and
WHEREAS, LICENSOR desires to grant a non-exclusive, non-transferable license to
LICENSEE with respect to the Intellectual Property Rights related to the Software provided
LICENSEE abides by the terms and conditions of this Agreement.
NOW, THEREFORE, in furtherance of the foregoing Recitals and in consideration of the
mutual covenants and obligations set forth in this Agreement, LICENSEE and LICENSOR
hereby agree as follows:
1. Definitions.
1.1. "Affiliate" means any legal entity directly or indirectly controlling, controlled by
or under common control with any party hereto. For purposes of this Section 1.1, "control"
means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting
securities of a legal entity, or the right to receive more than fifty percent (50%) of the profits or
earning of a legal entity or the right to control the policy decisions of a legal entity.
1.2. "Business Day" means a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close.
1.3. "Confidential Information" means certain information concerning either party's
business, products, proposed new products, customers and related information which is identified
either verbally or in writing as confidential, proprietary or trade secret information and which is
not generally known to the public.
1.4. "Documentation" means the documentation, reference manuals, instruction and
user guides, including updates or modifications thereto, relating to the Software as applicable
(but not programmers' comments or other documentation or instructions relating to the source
code), whether in printed or electronic format.-2-
1.5. "Intellectual Property Rights" means, (i) all worldwide rights, title and interest
in and to any patents, letter patents, industrial models, design patents, petty patents, patents of
importation, utility models, certificates of invention, and/or other indicia of inventorship and/or
invention ownership, and any and all applications for any of the foregoing, and including any
such rights granted upon any reissue, division, continuation or continuation-in-part or extensions,
now or hereafter filed, related to any such applications or patents, and all discoveries or
inventions, whether or not patentable; (ii) all worldwide rights, title and interest in and to all
know-how, show-how and trade secret rights arising under the common law, state law, federal
law or the laws of any foreign country; (iii) all worldwide mask work rights, copyright rights,
moral rights and all other literary property and/or other rights of authorship, whether or not
registered, and all related registrations and applications for registration; and (iv) all worldwide
rights, title and interest in and to any trademarks including, without limitation, means logos,
designs, slogans, trade dress, common law and federal trademarks and service marks, composite
marks, secondary marks, fictitious business names, Internet domain names, certification marks,
and rights of publicity.
1.6. "License Fee" means the fee payable by LICENSEE to LICENSOR pursuant to
Section 4 of this Agreement.
1.7. "Mark(s)" means all existing trademarks related to the Software including
without limitation: (i) the words "Lil’ Reading Scientists" having United States Patent and
Trademark ("USPTO") registration number 3,843,784 (the “’784 Registration”); (ii) the Logo
having USPTO serial number 85/758,853 as depicted in section 1(a) of Exhibit C; (iii) the words
"Lil’ Reading Scientists" for classes other than those listed in the ‘784 Registration; (iv) the
slogan "We Build Strong Readers", (iv) the domain name "lilreadingscientists.com."
1.8. "Territory" means the territory included within the geographical outline of
______________________ in the country of the United States of America as of the Effective
Date of this Agreement.-3-
2. Software License.
2.1. Non-exclusive License. Subject to and expressly conditioned upon compliance
with the terms and conditions of this Agreement, LICENSOR grants to LICENSEE a limited,
non-exclusive, and non-transferable license to use, in the Territory, without the right to copy,
reproduce, translate, distribute, market, enhance, modify, create derivative works, manufacture,
license, sublicense or otherwise exploit, the Software, Documentation, and Mark(s) (including
any modifications, updates, or enhancements thereto which may be provided by LICENSOR
with or without additional charge to LICENSEE) solely in accordance with such standards,
specifications, and quality of all services sold or delivered in association with the Mark(s) for
the purpose of educating children. The use of the Software, Documentation, and Mark(s) shall
confirm to the requirements of this Agreement including, without limitation, the Licensor IP
Usage Guide as set forth in Exhibit C, as may be amended by LICENSOR from time to time
with reasonable notice. Such rights to use do NOT include the right to advertise, sell, or provide
services related to the Software, Documentation, and Mark(s) via the World Wide Web in ANY
MANNER WHATSOEVER unless LICENSOR provides express prior written consent.
Notwithstanding the foregoing, such rights to use do include the right for the LICENSEE to
advertise its services relating to use of the System as set forth in Section 6 after receiving written
approval of the content from LICENSOR.
2.2. Any use, marketing or promotion of the Software, Documentation, or Mark(s)
outside the provisions of Section 2 of this Agreement is strictly prohibited.
2.3. Limited Use and Locations. LICENSEE’s use of the Software shall be strictly
limited to the package acquired (i.e., a One-Pack license for use on or in connection with one (1)
central processing unit (“CPU”), a Six-Pack license for use on or in connection with six (6)
CPUs, and a Nine-Pack, for use in connection with nine (9) CPUs.) in the Territory as defined
herein; provided, however, that the Software will be operated and controlled exclusively by
LICENSEE and LICENSEE’s duly authorized agents within the Territory. The package
acquired by LICENSEE and the number of CPUs on which the Software can be installed shall be
as enumerated on the purchase order of even date herewith between LICENSOR and
LICENSEE, which shall be controlling.
2.4. No Other Licenses. LICENSOR grants LICENSEE no licenses other than that
license granted pursuant to Section 2 of this Agreement.
3. Ownership of Software.
Aside from the limited license rights granted to LICENSEE pursuant to the terms of this
Agreement, LICENSOR will retain all right, title, and ownership interest in and to the Software,
including any source code, object code, documentation, media, changes, modifications,
corrections, derivative works, improvements, updates and enhancements whether made by
LICENSOR or LICENSEE. LICENSOR represents and warrants to LICENSEE that
LICENSOR has the full right and authority to enter into and perform its obligations under this
Agreement. No claim, past or present, of infringement of any copyright, patent, or other
intellectual property or privacy or similar right has been made or, to LICENSOR's knowledge, is
pending against LICENSOR with respect to the Software or the performance by LICENSOR of-4-
any action contemplated by this Agreement. LICENSOR will promptly notify LICENSEE in the
event it becomes aware of any such claim. The Software created by LICENSOR is the original
work product and development of LICENSOR and, to the best of LICENSOR's knowledge, does
not infringe upon any existing patent, copyright, trade secret, or other intellectual property,
privacy, or similar right of any third party or violate any agreement by which LICENSOR is
bound. In performance of LICENSOR's obligations under this Agreement, LICENSOR will not
knowingly disclose to LICENSEE or induce third parties to disclose any proprietary information
or trade secrets of third parties. There are no restrictions, agreements, or understandings to
which LICENSOR is a party which will prevent or make unlawful its execution or performance
of this Agreement.
4. License Fee Payable to LICENSOR. LICENSEE will pay LICENSOR a flat, one-time
License Fee equal to the amount enumerated in the purchase order of even date herewith
between LICENSOR and LICENSEE with respect to the particular license package acquired.
5. Representations, Warranties and Agreements of LICENSOR. LICENSOR hereby
represents and warrants to and agrees with LICENSEE as follows:
5.1. Limited Warranty. LICENSOR warrants that the diskette(s) or cassette(s) on
which the Software is furnished shall be free from defects in materials and workmanship under
normal use for a period of ninety (90) days from the date of delivery to LICENSEE as evidenced
by a copy of the purchase order of even date herewith between LICENSOR and LICENSEE.
5.1.1. THE WARRANTY SET FORTH IN SECTION 5.1 ABOVE IS A
LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. THE
SOFTWARE IS PROVIDED "AS IS" AND LICENSOR MAKES NO WARRANTIES
REGARDING THE SOFTWARE AND EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE
DISCLAIMER OF WARRANTIES CONTAINED IN THIS SECTION 5.1.1 ARE
BARGAINED FOR AND MATERIAL TERMS OF THIS AGREEMENT AND
APPROPRIATELY ALLOCATE THE RISKS BETWEEN THE PARTIES.
5.1.2. IN NO EVENT WILL LICENSOR OR ITS MEMBERS, MANAGERS,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE
FOR SPECIAL, INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, OR
DAMAGES FOR LOSS OF BUSINESS OF LICENSEE OR ANY THIRD PARTY ARISING
OUT OF THE USE OR THE INABILITY TO USE THE SOFTWARE, INCLUDING, BUT
NOT LIMITED TO, THOSE RESULTING FROM DEFECTS IN THE SOFTWARE OR
DOCUMENTATION, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR
OR ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTON 5, THE ENTIRE-5-
RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED
BY LICENSEE.
5.2. Limitation of Remedies. LICENSOR’s entire liability and LICENSEE’s exclusive
remedy shall be the replacement of any diskette(s) or cassette(s) not meeting LICENSOR’s
“Limited Warranty” as set forth in Section 5.1 above and which is returned to LICENSOR with a
copy of the purchase order between LICENSOR and LICENSEE.
6. Annual Support Service Program.
6.1. Election and Services. An annual support and service program is available at
LICENSEE’s selection (the “Annual Support Service Program”). If selected, then the Annual
Support Service Program shall commence as of the date of the purchase order reflecting
LICENSEE’s selection (“Commencement Date”). Services provided under the Annual Support
Service Program are defined in Exhibit B.
6.2. Responsibilities of Licensor.
6.2.1 LICENSOR shall process LICENSEE inquiries only in circumstances
where the Software fails to substantially conform to the Documentation. Excluded are
LICENSEE inquiries which are deemed “consulting” in nature (“Consulting Services”).
LICENSOR Consulting Services are available at an additional fee, and if desired by LICENSEE,
shall be the subject of a separate agreement duly executed by LICENSOR and LICENSEE.
6.2.2 LICENSOR shall have no obligation to support altered or modified
products or software releases that have been superseded by a new release by seven (7) months.
6.3. Responsibilities of Licensee.
6.3.1 LICENSEE shall designate a single representative to receive all software
and documentation updates.
6.3.2 LICENSEE shall immediately notify LICENSOR of any circumstances
where the Software fails to substantially conform to the Documentation and shall assist
LICENSOR in performing its Annual Support Service Program obligations hereunder by
cooperating with LICENSOR personnel in performing reasonable product testing and allowing
access to the Software, related hardware, and information pertaining to the problem.
6.3.3 LICENSEE shall keep the Software up-to-date by implementing
enhancements within seven (7) months of their release by LICENSOR to remain eligible for the
Annual Support Service Program.
6.3.4 LICENSEE understands and agrees that should it terminate the Annual
Support Service Program, support of all types might not be available from LICENSOR.
6.3.5 LICENSEE understands and agrees that should LICENSEE decide to
resume the Annual Support Service Program after termination, LICENSEE may be required to
pay an additional charge to bring its Software up-to-date.-6-
6.4. Service Program Term. The Annual Support Service Program shall be for a term
of twelve (12) months calculated from the Commencement Date (“Service Program Term”)
and shall be extended automatically for additional like terms unless LICENSEE shall terminate
the Annual Support Service Program or this Agreement by written notice to LICENSOR not less
than sixty (60) days prior to the expiration of the Service Program Term or any renewal term
thereof.
6.5. Fees and Payment Terms. LICENSEE shall be invoiced annually, at
LICENSOR’s then current rate, for the Annual Support Service Program thirty (30) days prior to
the expiration of the Service Program Term or any renewal term thereof, and any amounts
payable to LICENSOR shall be due thirty (30) days after the date of any such invoice.
7. Quality Control, Mark(s) and Copyright(s) Notice
7.1. LICENSEE shall use the Software, Documentation, and Mark(s) in a manner that
does not derogate from LICENSOR’S rights in the Software, Documentation, and Mark(s).
LICENSEE shall take no action that shall interfere or diminish LICENSOR’S rights in the
Software, Documentation, or Marks, and LICENSEE shall not use the Mark(s) for promotional
goods or services which, in LICENSOR’S reasonable judgment, diminish or otherwise damage
LICENSOR’S goodwill in the Mark(s), including, without limitation, uses which could be
deemed to be obscene, pornographic, excessively violent, or otherwise poor taste or unlawful, or
which purpose or objective is to encourage unlawful activities.
7.2. LICENSEE shall not adopt, use, or register any trademark, corporate name, legal
name, trade name, product name, or other designation similar to the Mark(s) or related to the
Software or Documentation. LICENSEE acknowledges that all use of the Mark(s) by
LICENSEE including, without limitation, any goodwill derived therefrom inures to the benefit of
LICENSOR.
7.3. LICENSEE shall, before using the Mark(s), obtain the prior written approval of
LICENSOR by submitting representative samples of each use of the Mark(s) to LICENSOR.
That is, if LICENSEE intends to use the Mark(s) in any manner other than that provided by
LICENSOR, any such use of the Mark(s) must be approved in writing prior to use thereof with
the Software and Documentation. LICENSOR shall not unreasonably withhold consent for any
materials or supplies having equal quality to those offered by LICENSOR.
7.4. LICENSOR shall have, at reasonable times and on reasonable notice, the right to
inquire regarding LICENSEE’S use of the Software, Documentation, and the Mark(s), including,
but not limited to, participation at events in which LICENSEE is using the Software,
Documentation, and/or Mark(s), in order to carry out appropriate quality control. LICENSEE
shall cooperate fully with LICENSOR to facilitate periodic review of LICENSEE’S use of the
Software, Documentation, and/or Mark(s), and of LICENSEE’S compliance with the quality
standards described in this Agreement and the Licensor IP Usage Guide attached hereto as
Exhibit C.
7.5. If LICENSOR, in its sole discretion, determines that the quality of LICENSEE’S
use of the Software, Documentation, or Mark(s) fails to conform to this Agreement, LICENSOR-7-
shall provide LICENSEE with written notice of such failure or deficiency. The LICENSEE shall
have sixty (60) days thereafter to satisfy LICENSOR that the LICENSEE has fully corrected and
remedied any such deficiencies. Should the LICENSEE fail to cure the deficiencies within said
sixty (60) day period, LICENSOR may terminate this Agreement.
8. Representations, Warranties and Agreements of LICENSEE. LICENSEE hereby
represents and warrants to and agrees with LICENSOR as follows:
8.1. There are no obligations or other responsibilities of LICENSEE, including
without limitation agreements between LICENSEE and third parties that would prevent
LICENSEE from fulfilling all of LICENSEE's obligations under this Agreement.
8.2. LICENSEE has the financial ability and other resources necessary to fulfill all of
LICENSEE's obligations under this Agreement.
8.3. LICENSEE will take no action that will damage LICENSOR's reputation or
goodwill.
9. Trade Secrets and Confidential Information. During the term of this Agreement,
LICENSEE and LICENSOR may be received or be granted access to Confidential Information
of the other party. Except as authorized in this Agreement, each party agrees not to disclose or
otherwise make any Confidential Information belonging to the other available to third parties or
make any use of such Confidential Information in a manner not otherwise provided herein
without the other's prior written consent. Neither party will disclose any of the other party's
Confidential Information to any person except those of its employees or Affiliates having a need
to know in order to accomplish the purposes and intent of this Agreement. Each party will be
responsible for the actions of its employees, contractors, agents, or Affiliates regarding the
Confidential Information. In the event either party materially breaches the obligations of this
Section 8, because such breach will be irreparable, the non-breaching party will be entitled to an
injunction to prevent such harm.
10. Intellectual Property Indemnity by LICENSOR. LICENSOR will indemnify, defend
and hold LICENSEE harmless from and against any and all liabilities, damages, costs, or
expenses (including reasonable attorneys' fees) which may be sustained or incurred by
LICENSEE as a result of any claim or claims that the Software as most recently delivered by
LICENSOR without modification by LICENSEE or any of its agents and without combination
with any other software or device (where such combination is what gives rise to a claim)
infringes any third party's copyright or misappropriates any trade secret. LICENSEE will give
LICENSOR prompt written notice of the claim and the right to control and direct the
investigation, preparation, and defense of the claim, but any settlement will require the consent
of both parties, not to be unreasonably withheld. LICENSOR will have the right, in its sole
option: (a) to obtain the right for LICENSEE to continue to use the Software or (b) to replace or
modify the Software so that it is no longer infringing while providing functionally equivalent
performance.
11. Term and Termination.-8-
11.1. Term. The term of this Agreement will be perpetual, unless terminated by either
party pursuant to Section 10.2 of this Agreement.
11.2. Termination. This Agreement may be terminated if either party breaches a
material provision of this Agreement and does not cure such breach within sixty (60) days after
receiving written notice from the other party of that breach specifying the breach in detail.
11.3. Consequences of Termination. Upon termination of this Agreement by either
party, all licenses and rights granted to LICENSEE with respect to the Software defined
hereunder will cease and LICENSEE will immediately return to LICENSOR all copies of the
Software and any documentation then in LICENSEE's possession or control; provided, however,
that termination will not eliminate LICENSEE's obligations to pay any amounts due to
LICENSOR at the time of termination and LICENSOR will not be required to return any
payments under this Agreement or otherwise, if any, received from LICENSEE prior to such
termination.
11.4. Survival. Notwithstanding anything to the contrary in this Agreement,
Sections 1 (Definitions), 3 (Ownership of Software), 5 (Representations, Warranties and
Agreements of LICENSOR), 8 (Trade Secrets and Confidential Information), 9 (Intellectual
Property Indemnity by LICENSOR), 11 (Reservation of Rights), 12 (Restrictions), and
16 (Consent to Jurisdiction, Venue and Service) will survive termination of this Agreement.
12. Reservation of Rights. LICENSOR does not grant any other rights or licenses under
this Agreement, including, but not limited to, trade names, trademarks, and service marks, either
expressly, by implication, estoppel or otherwise. This Agreement is not a sale of any interest
under any intellectual property rights or other proprietary interests embodied in the Software or
any copy, derivative work, update, improvement or modification thereof.
13. Restrictions.
13.1. LICENSEE will not attempt to decompile, disassemble, reverse-engineer, or
otherwise reduce the Software to a human-readable form, or allow others to do so. LICENSEE
will not remove, alter or destroy any copyright, trademark, other proprietary notices or
confidential legends placed upon, contained within or associated with the Software.
13.2. LICENSEE shall not assign, transfer, or sublicense this Agreement, or any right
granted herein, without the express prior written consent of LICENSOR. Notwithstanding the
foregoing, if the majority shareholder(s) of LICENSEE transfers to a third party a quantity of
shares to enable such third party to become the majority shareholder(s), through sale, death, or
otherwise, such third party shall NOT be entitled to use the System as per the this Agreement
unless and until LICENSOR provides express written prior consent to the new majority
shareholder(s).
14. Notices. All payments will be made, and all notices, requests, demands, and other
communications hereunder will be in writing and delivered to the parties at the addresses set
forth in the first paragraph of this Agreement. Notices will be deemed to be duly received by the
person to whom addressed upon receipt when personally delivered, on the next business day
after delivery to a nationally recognized overnight delivery service, or seven (7) days after-9-
deposit in United States mail, registered or certified mail, postage prepaid, return receipt
requested, or upon receipt of transmission when sent by facsimile or electronic mail (provided
that notice is also sent by one of the foregoing methods), addressed as set forth in the first
paragraph of this Agreement or to such other address as one party may from time to time furnish
to the other or to such other persons or address as a party may from time to time furnish to the
other.
15. Waiver. Any waiver of any provision hereof (or any related document or instrument)
will not be effective unless made expressly and in writing executed in the name of the party
sought to be charged. The failure of any party to insist, in any one or more instances, on
performance of any of the terms, covenants, or conditions of this Agreement will not be
construed as a waiver or relinquishment of any rights granted hereunder or of the future
performance of any such term, covenant, or condition, but the obligations of the parties with
respect thereto will continue in full force and effect.
16. Governing Law. This Agreement will be governed by, subject to and interpreted in
accordance with the laws of the State of New Jersey.
17. Consent to Jurisdiction, Venue and Service. LICENSOR and LICENSEE each
consents and agrees that all legal proceedings relating to the subject matter of this Agreement
will be maintained in courts sitting within the State of New Jersey, and LICENSOR and
LICENSEE each consents and agrees that jurisdiction and venue for such proceedings will lie
exclusively with such courts. Service of process in any such proceeding may be made by
certified mail, return receipt requested, directed to the respective party at the address at which it
is to receive notice as provided herein.
18. Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject hereof.
19. Amendment. No amendment, alteration or modification of this Agreement will be valid
unless in each instance such amendment, alteration, or modification is expressed in a written
instrument duly executed in the name of the party or parties making such amendment, alteration,
or modification.
20. Captions and Construction. The captions used herein as headings of the various
paragraphs hereof are for convenience only, and the parties agree that such captions are not to be
construed to be part of this Agreement or to be used in determining or construing the intent or
context of this Agreement. This Agreement has been negotiated and reviewed by the parties and
its language, or the language of any amendments, exhibits or schedules hereto, will not be
construed for or against either party.
21. Cooperation. Each party to this Agreement will cooperate with the other party hereto to
carry out the purpose and intent of this Agreement.
22. Force Majeure. Neither LICENSEE nor LICENSOR will be liable for failure or delay
in the performance of its obligations due to any cause beyond its reasonable control such as fire,
accident, act of the public enemy, war, rebellion, labor dispute, insurrection, transportation-10-
delays, energy, machinery, Act of God, government, or the judiciary, or other elements or items
singularly or in combination beyond the control of such party.
23. Severability. In the event any of the provisions or a portion of any provision of this
Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, the
validity and enforceability of the enforceable portion of any such provision and/or the remaining
provisions of this Agreement will not be affected thereby; provided that with respect to any
material provision declared unenforceable or invalid, the parties will negotiate in good faith to
define a legally enforceable provision which most closely approximates the original intent of the
provision declared unenforceable or invalid.
24. Attorneys' Fees. In the event a dispute arises under this Agreement including without
limitation an arbitration proceeding, the prevailing party will be entitled to recover its expenses,
including reasonable attorneys' fees, in addition to any other relief to which it is found entitled.
25. Binding upon Successors and Assigns. This Agreement will be binding upon, and inure
to the benefit of, the permitted successors and assigns of the parties.
26. Counterparts; Execution by Facsimile or Electronic Mail. This Agreement may be
executed in any number of counterparts, each of which will be deemed to be an original as
against any party whose signature appears on such counterpart, and all of which will together
constitute one and the same instrument. In addition, the parties hereto agree that original
signatures transmitted via facsimile or via electronic mail will be acceptable for purposes of
executing this Agreement. This Agreement will become binding when one (1) or more
counterparts hereof, individually or taken together, will bear the signatures of all of the parties
reflected hereon as the signatories.
27. Nature of Relationship. LICENSOR and LICENSEE understand, acknowledge and
agree that LICENSOR's relationship with LICENSEE will be that of an independent contractor,
and nothing in this Agreement is intended to create a partnership, joint venture or employment
relationship.
Date: _______________, 2014 Date: _______________, 20141EXHIBIT C
LICENSOR IP USAGE GUIDE
1. Licensor Trademarks
a. Displayed below is Licensor’s current pictorial trademark (“Logo”):
b. The following terms are Licensor’s current word-based trademarks (the
“Word Marks”):
i. Lil’ Reading Scientists
ii. We Build Strong Readers
2. Trademark Use
a. The Logo shall only be used in the specific color format depicted above.
Alteration of the colors of the Logo is strictly prohibited without the express
prior written consent of Licensor.
b. The graphical design of the Logo must not be altered in any manner.
c. The Logo depicted in this Exhibit shall be exhibited with the minimum size
depicted above of four inches (4") high by five and seven-eighths inches
(5-7/8") wide.d. The Logo and Word Marks, whenever and wherever it appears in print,
must be distinguished from the surrounding text. This applies to all forms
of printed media including, without limitation, advertising copy, product
packaging, brochures, manuals, internal memoranda, editorial, articles,
correspondence, overhead projector slides and presentation materials,
and computer video screens. Methods of distinguishing the Word Mark(s)
include printing it in CAPITALS, italicized text, bold faced text, Initial
Capital Letters or placing the Word Marks in ‘‘quotation marks.’’
e. Always follow the Word Marks with the common generic (i.e., the
dictionary name) of the good or service (e.g., "Lil’ Reading Scientists
seminar").
f. Word Marks should be used as adjectives, not as nouns (e.g., “Lil’
Reading Scientists software”).
g. Never use Word Marks as a verb.
h. Never use Word Marks in the plural form.
i. Never use Word Marks in the possessive form.
j. Never hyphenate or abbreviate Word Marks.
k. The Word Marks should never be combined with other words or used to
form a new word.
l. The Logo and Word Marks must always be used with a minimum
clearance of one-eighth of an inch (1/8”) around all sides of the Logo and
Word Marks.
m. The Logo and Word Marks must never be superimposed on, or used in
association with, other graphics, terms, or trademarks.
3. Trademark Attributions
a. The first or most significant occurrence of the Word Marks and/or Logo
should always be marked as appropriate and must place the required
attribution as a footnote. The attribution should use the  symbol for a
registered Word Mark or Logo and the TM symbol or SM symbol for an
unregistered Word Mark or Logo.
b. It is acceptable to use an asterisk in place of the Word Mark's or Logo’s
symbol only when the medium used (e.g., electronic mail) cannot
reproduce the TM, SM, or  symbols. However, this is not intended to
authorize use of the asterisk as the norm.
c. Licensee may translate the Word Mark's and Logo’s attribution to national
language(s).
d. Blanket or generic attributions are not acceptable (e.g., "All trademarks
are the property of their respective owners.")
e. Each document or other piece of material (e.g., marketing materials, white
papers, advertising materials, promotional materials, press releases,
brochures, invoices, etc.) that uses the Word Marks and/or Logo, except
advertisements as set forth in section 4(f) below, shall contain the
following attribution, which shall be modified as necessary to list all Word
Marks and/or Logos referred to or displayed in the related document orother piece of material, and shall be displayed of sufficient size to be
legible:
i. "_________________ and ___________________ and
____________ is/are either registered trademarks or trademarks
licensed exclusively through Lil’ Reading Scientists Literacy
Solutions, LLC in the United States and other countries."
f. For advertisements having a size smaller than 2 inches by 2 inches, the
following attribution shall be used "_________________ and
___________________ and ____________ is/are registered to Lil’
Reading Scientists Literacy Solutions, LLC."
4. General
a. Licensee shall print representative advertising including the Word Marks
and/or Logo for Licensor to review prior to Services being offered to
Customers.
b. The Word Marks and/or Logo may be substituted by Licensor from time to
time, and Licensee shall only use the then current Word Marks and/or
Logo as provided by Licensor without alteration.
5. Copyrights
a. Licensee shall not remove any copyright notices affixed to the Software,
Documentation, or any other materials provided to Licensee from
Licensor.
b. Licensee shall apply the proper copyright notices to any copyrightable
materials created by Licensee in accordance with this Agreement. All such
materials and the corresponding copyright notices shall be reviewed and
approved by Licensor prior to use or distribution by Licensee.