BORN LEARNING ACADEMY (BLA) TRADEMARK AND COPYRIGHT LICENSE AGREEMENT

WHEREAS, United Way Worldwide (Licensor) is the owner of certain additional trademarks, as set forth on the annexed Schedule A; and WHEREAS, Licensee is a United Way member organization and desires to use the Licensed Mark in its Geographic Area and Licensor is willing to grant such a license subject to the terms and conditions set forth herein below.

NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Parties hereto agree as follows:

1. This license is non- exclusive and for the geographic area not to exceed the Designated Territory of Licensee.

2. Licensee shall use the Licensed Marks only in connection with promoting the Born Learning Academy program and use of UWW copyrighted Born Learning Academy materials which are provided on a fee for service basis by Licensor, for charitable service and activities related to early child hood education.(“Licensed Activities”). Such copyrighted material must be used as is without any changes except as approved by UWW.

(a) The Born Learning Academy programs are comprised of Born Learning Academy products (Products) used to teach the Born Learning Academy curriculum. The Products contain a mix of training, communication, and parent educational materials. There is both a deluxe version that contains a wide variety of take-home parent materials, as well as a basic version which is limited to training and communication materials. Both products are available on a fee for service basis from licensor. Licensee agrees to abide by the terms of purchase in 2(b) for each of these products.

(b) Terms of Purchase for Products. Products are copyrighted by UWW and must be used as is without any changes. Each individual Product purchase will have a unique product license number that will be provided to the licensee. For each unique product license number, Born Learning Academy may be used for a period of three years at one school location. Additionally, Licensee agrees to the third party database usage as provided for in sections 2(c). To implement Born Learning Academy for additional years or across additional schools, Licensee will need to purchase additional Products.

(c) Born Learning Academy products include access to a database program that will assist in benchmarking, metric reporting, and result tracking. Licensee agrees to use the database as instructed, and to keep its annual database license current in year 2 and/or year 3 if using the Born Learning Academy for its entire term. The database license for year one is included in both of the Products, while access for year 2 and/or year 3 will be an additional annual fee.

3. Licensee shall display the Licensed Marks only in such format or formats as Licensor may specify from time to time. The standard of quality for the services rendered under the Licensed Marks shall be the same as the standard of quality under the Membership Trademark License or as Licensor may specify from time to time.

4. Licensor shall have the right to reasonably verify Licensee’s compliance with the terms of this License.

5. Licensee agrees that nothing in this license gives it any rights in the licensed marks or copyrighted material except the right to use in accordance with the terms of this License, that the Licensed Marks are the sole property of Licensor, which has the sole right to register and that any and all uses of the marks or materials by Licensee shall inure to the benefit of Licensor.

6. Licensee agrees not to raise or cause to be raised, any question concerning or objection to the validity of the licensed marks or copyrighted material, or to Licensor’s ownership thereof.

7. Licensee shall notify Licensor in writing promptly of any suspected infringement of the Licensed Marks or copyrighted material.

8. For the duration of this Agreement and thereafter, licensee shall not use any mark, trade name or any other identifying means identical or confusingly similar to the Licensed Marks except as permitted by this Agreement.

9. The license hereby granted is personal to Licensee and shall not be assignable, directly or indirectly, without the written consent of Licensor

10. Licensee shall not have the right to grant any license to use the Licensed Marks or copyrighted material without the prior written consent of Licensor. Licensee may terminate this Agreement at any time upon sixty (60) days written notice to Licensor.

12. The duration of this license shall be for a three (3) year period from the Effective date above unless terminated earlier by written notice in the event of any of the following:

(a) The failure of Licensee to cure a breach of this Agreement within sixty (60) days following the receipt of a written demand by Licensor to cure the breach; or

(b) The discontinuance of Licensee as a legal entity or its public announcement of intent to discontinue such existence, whichever occurs first; or

(c) The failure of Licensee to comply with Licensor’s “Membership Requirements” and/or the Brand Guidelines.

13. Any notice given by either Party hereunder shall be deemed to have been properly given if sent by registered or certified mail to the last known principal address of the other Party, with a copy to:

Patricia Turner, Esq.

United Way Worldwide

701 North Fairfax Street

Alexandria Virginia 22314

United States of America

Each Party shall promptly advise the other in writing whenever its principal address shall change.

14. Licensee agrees to provide to UWW requested data regarding the implementation and outcomes of Born Learning Academy programs. If in the US, Licensee agrees to complete the UWW Early Childhood Community Impact Program Survey distributed every other year by UWW to its members.

15. In the event of any dispute under this Agreement arising between the Parties, exclusive jurisdiction for the determination of any such dispute solely between the Parties is hereby vested in the United States District Court for the Eastern District of Virginia, United States of America, and each Party agrees to submit to the jurisdiction of such court in the Eastern District of Virginia for the determination of any such dispute.

16. If Licensee is located outside the U.S., Licensee hereby consents to service of process upon it in any proceeding brought to obtain relief under the terms hereof or any proceeding brought to recognize and enforce a judicial award that may arise from this agreement or the subject matter hereof, by mailing copies of any notice or pleadings thereof by registered international airmail, recognized international courier, or international express mail, postage prepaid return receipt requested to it at its address specified herein, with a copy to counsel as identified hereinabove, or in any other manner permitted by applicable law. Licensee specifically waives any claim or right it may have by statute, treaty, or law, to contest the jurisdiction or venue of the United States, state or federal courts of Virginia, in any action or proceeding instituted by Licensor or Licensor pursuant to this agreement including but not limited to any claim that might be asserted under the Hague Convention on the Service Abroad of Judicial and Extra-Judicial documents in Civil or Commercial Matters, the Hague convention on the Taking of Evidence Abroad in Civil or Commercial Matters, and consents to venue in the Eastern District of Virginia, United States of America.

17. This Agreement shall be binding upon the Parties, their successors and/or assigns, and upon any and all others acting by or through them, or with or under their direction, or in privity therewith.