WHEREAS, LUV delivers a STEAM Global Communication and Collaboration Program (“Global STEAM Program”) through the implementation of the LUV Global Communication Platform and LUV Courses.

WHEREAS, LUV and Primrose School Franchising Company, a Georgia Company, (“Primrose”) are parties to a Master Agreement for Level Up Village dated as of June 6, 2019 (the “Master Agreement”) pursuant to which Primrose designated the Global STEAM Program as a curriculum component for the 2019- 2020 school year and, subject to the agreement of Primrose and LUV, future academic years.

WHEREAS, Primrose desires that Franchisee purchase, and Franchisee has elected to purchase, the Global STEAM Program from LUV for the purpose of bringing a global education platform into its Kindergarten classrooms.

NOW THEREFORE, in consideration of the mutual promises and conditions contained in this Agreement, the Parties hereby agree as follows:

1. Global STEAM Program. Franchisee hereby purchases from LUV the Global STEAM Program. LUV will provide the following services in connection with providing the Global STEAM Program:

a. Course Materials. LUV will provide course materials, including at least four fully developed PreK STEAM curricula from which to choose, with workbooks and supporting collaboration documentation. The courses will cover the General STEAM topics of chemistry, engineering, and literature. LUV and Franchisee may further refine the courses into areas of focus such as “Water Scarcity”, “Engineering and Innovation”, and “Literature and Conversations.”

b. Virtual Professional Development. LUV will provide Franchisee with access to online professional development training through the LUV Platform via LearnUpon. The training consists of modules in Global Competency training, LUV Platform training and STEAM specific skills training that complement each specific course offered by LUV. The virtual training is approximately four to six hours. LUV will also offer at least one live webinar accessible to Franchisee prior to the start of the 2019-2020 school year. The webinar will be recorded and posted to the Primrose intranet site accessible to franchisees. LUV offers additional in-person training at an additional fee. These costs are outlined in Exhibit A.

c. Global Communication Platform. Franchisee will have access to the LUV Global Communications Platform. The LUV Global Communication Platform is an AWS based platform running on open source technology like Linux, mySQL, HTML5, PHP and Angular.

2. Fees.

a. Franchisee hereby agrees to purchase the STEAM Program for the 2019-2020 academic year from LUV. Specifically, Franchisee is purchasing __ Annual Subscriptions at a cost of $1,000 per subscription and $___ in the aggregate.

b. Following execution of the Agreement, LUV will deliver to Franchisee an invoice for the 2019-2020 academic year. Payment is due from Franchisee to LUV within thirty (30) days of the invoice date. LUV’s delivery of the Global STEAM Program pursuant to Section 1 of the Master Agreement is expressly conditioned on Franchisee’s payment for the services. Notwithstanding the foregoing, if Franchisee decides not to move forward with a kindergarten classroom after signing this Agreement but before the start of the school year, Franchisee may terminate this Agreement on written notice to LUV and receive a refund of any fees paid.

3. Term. This Agreement shall be effective from the Effective Date and shall continue in full force and effect until June 30, 2020, unless earlier terminated in accordance with Section 4 (the “Initial Term”). The Initial Term may be extended for successive terms for subsequent academic years by written agreement of the parties. The total period of time during which this Agreement remains in effect will be the “Term.”

4. Early Termination. This Agreement will terminate automatically if the Master Agreement terminates for any reason. This Agreement may also be terminated pursuant to Section 2.b above.

5. Confidentiality.

a. Definition. The “Confidential Information” of a disclosing party means any and all oral, written or recorded (in any media format) information of the disclosing party (or its affiliates, directors, officers and agents (including, LUV’s Agents)) that the disclosing party identifies as confidential at the time of disclosure or is reasonably understood by the receiving party to be confidential due to the nature of the information disclosed and the circumstances of disclosure, including, without limitation: (i) the LUV curriculum, and (ii) the LUV Global Communication and Collaboration Platform. Confidential Information shall not include information that: (A) at the time of disclosure is available to the public; (B) after disclosure becomes available to the public through no fault of the receiving party, provided that the obligation of the receiving party shall cease only after the date on which such information has become available to the public; (C) the receiving party can demonstrate through tangible evidence that the information was in its possession before receipt from the disclosing party; (D) is disclosed to the receiving party without restriction on disclosure by a third party who has the lawful right to disclose the information; or (E) is approved for release by written authorization of the disclosing party. Confidential Information shall not be deemed to be within the foregoing exceptions because it is: (1) specific and embraced by more general information in the public domain or the receiving party’s possession; or (2) a combination which can be pieced together to reconstruct the Confidential Information from multiple sources, none of which shows the whole combination, its principle of operation and method of use.

b. Protection of Confidential Information. The receiving party shall exercise reasonable care to prevent the disclosure of the disclosing party’s Confidential Information to any third party, shall restrict its use to the services to be performed under this Agreement and shall limit its disclosure within the receiving party’s own organization to individuals whose duties justify the need to know the information, who have a clear understanding of the obligations of this Agreement, and who are legally obligated to comply with the terms of this Agreement. LUV and Franchisee each further covenants and agrees to comply with the Level Up Village Privacy Policy attached to this Agreement as Exhibit C.

c. Ownership of Confidential Information. This Agreement does not grant any right or license, express or implied, to the receiving party to use the Confidential Information of the disclosing party except for the purpose of this Agreement, nor any right or license, express or implied, under any patent, nor any right to purchase, distribute or sell any Confidential Information.

d. Return of Confidential Information. Upon the earlier of the termination of this Agreement or the written demand of the disclosing party, the receiving party shall promptly return to the disclosing party any and all Confidential Information together with any copies or reproductions thereof and shall permanently destroy all related data in its computer and other electronic files, provided, however, that LUV may retain materials concerning, and shall not be obligated to provide to Franchisee, information related to or arising out of the Global STEAM Program.

e. Breach. If a receiving party breaches Section 5(a) of this Agreement, the receiving party shall within one (1) business day following the discovery of the breach or the reasonable probability of a breach notify the disclosing party. The notice may initially be oral or in writing and shall summarize the breach or potential breach, the date and time of the breach or potential breach, a description of how the breach or potential breach was discovered and a description of the Confidential Information disclosed or potentially disclosed, all in reasonable detail. If the initial notice is provided orally, the receiving party shall deliver a written notice within one (1) business day of the initial notice.

6. Independent Contractor. LUV shall for purposes of this Agreement and the Global STEAM Program be deemed an independent contractor with respect to Franchisee. Franchisee understands, agrees and acknowledges that in no event shall LUV be deemed a general agent, partner or joint venture partner of Franchisee or responsible for any of Franchisee’s actions, activities or omissions, nor shall Franchisee be deemed a general agent, partner or joint venture partner of LUV or responsible for any of LUV’s actions, activities or omissions.

7. Limited Liability. Neither LUV nor Franchisee shall be liable to the other party for any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever arising under or related to this Agreement.

8. Dispute Resolution.

a. Mediation/Arbitration. If a dispute arises out of or relates to this Agreement or the Global STEAM Program, LUV and Franchisee: (i) shall work in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association; and (ii) if the mediation is unsuccessful, shall submit the dispute to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall take place in White Plains, New York. Judgment upon the award rendered by the arbitrator may be entered in accordance with Section 8(c). The arbitrator shall award all costs of the arbitration, including attorneys’ fees, in accordance with what they deem to be just and equitable under the circumstances.

b. Injunction. Notwithstanding the foregoing, if a party breaches or threatens to breach Section 5 of this Agreement, the parties each acknowledge and admit that monetary damages will likely be inadequate to compensate the non-breaching party for the damages that would likely arise as a result of that breach. Accordingly, pending the selection of the arbitrator under Section 8(a) and not in lieu of any other damages to which that party may be entitled, the non-breaching party shall be entitled to seek temporary and preliminary relief enjoying the breaching party’s breach or threatened breach of Section 5, without the need to post a bond. 

c. Jurisdiction. The parties consent to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or if that court is unable to exercise jurisdiction for any reason, the New York State Supreme Court, Westchester County, to compel or enforce mediation or arbitration under Section 8(a) or to enter an injunction under Section 8(b). Each of LUV and Franchisee: (i) consent to the exercise of personal jurisdiction over it by these courts; (ii) waive any objection to jurisdiction based on improper venue or inconvenient forum; and (iii) waive to the maximum extent permitted by law to have any dispute arising under or related to this Agreement decided by a jury.

9. Governing Law. This Agreement will be governed by the internal laws, and not by the laws regarding conflict of laws, of the State of Georgia.

10. Notice. Notices, certificates or other communication sent or given under this Agreement shall be in writing and may be served by personal delivery, overnight express courier or by postage prepaid, registered or certified mail, return receipt requested, to the respective parties at the mailing address set forth in the Preamble to this Agreement or to such other addresses as they may subsequently designate by written notice in the prescribed manner.

11. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors, assigns and legal representatives; provided, however, that neither party shall assign its rights or delegate its obligations hereunder without the express prior written consent of the other party which consent shall not be unreasonably withheld or delayed. Notwithstanding the preceding, however, upon written notice to the other party, LUV or Franchisee may assign its rights and obligations under this Agreement to: (a) a parent or subsidiary that is controlling, controlled by, or under common control with the party; (b) any purchaser of all or substantially all of the assets of the party, (c) any purchaser of all or substantially all of the equity ownership interests in the party, or its direct or indirect parent, or (d) any successor to a party’s business by merger, provided that the party assuming obligations under this Agreement agrees to do so in writing and has adequate resources to meet its obligations hereunder: Any attempted assignment of this Agreement not in accordance with this subsection shall be null and void. Upon completion of any assignment under this section, the assigning party shall have no further liability with respect to any of the rights or obligations assigned.

12. Survival. Any provisions that by their terms or nature survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement for any reason.

13. Waiver. Any waiver must be in writing and shall be valid only for the specific instance for which given. No failure or delay on the part of LUV or Franchisee in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right, power or remedy.

14. Amendment. This Agreement may only be amended or modified in a written document executed by both parties.

15. Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby and shall remain enforceable to the fullest extent permitted by law.

16. Entire Agreement. This Agreement and the Master Agreement collectively are the final, full and exclusive expression of the parties’ agreement and supersede all prior acknowledgements, understandings, writings, proposals, representations and communications, whether oral or written, of either party with respect to the subject matter hereof and the transactions contemplated hereby.

17. Headings. Headings to Sections in this Agreement are for the convenience of the parties only, and are not intended to be or to affect the meaning or interpretation of this Agreement.

18. Counterparts. This Agreement may be signed in one or more counterparts (which signatures may be exchanged by facsimile or by electronic .PDF, .TIFF, JPEG or similar file), each of which shall be deemed an original and all of which, when taken together, shall constitute one, original instrument.

19. Limited Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control, ownership or management, vendor, service provider, agent, attorney, or representative of Franchisee, or any of its parents, subsidiaries, or affiliates shall have any liability for any obligations or liabilities of its franchisees under this Agreement. the foregoing is not intended to discharge Franchisee from its liability for any breach of this Agreement by its officers, directors, employees, or agents.

WHEREFORE, LUV and Franchisee have entered into this Agreement as of the Effective Date.