LUV delivers a STEAM Global Communication and Collaboration Program (“Global
STEAM Program”) through the implementation of the LUV Global Communication Platform and LUV
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.
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
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
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
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.WHEREFORE, LUV and Franchisee have entered into this Agreement as of the Effective Date.
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
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
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
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
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
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
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.