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3 INTERNATIONAL TRAINING Sa DEVELOPMENT, LLC LICENSE AGREEMENT This Licensing Agreement (“Agreement is between international Training and Development, LG, ("Licensor’), with offices in Rutiedge, TN, and the Board of Trustees of the University of Arkansas ("Licensee"), acting for and on behalf of the University of Arkansas, Fayetteville. WITNESSETH 1. The Licensor grants to Licensee the non-exclusive right (the “Right’) to show eh” That Stereotype Hurts eLearning (the “Licensed Property’) provided that Licensee agrees to limifithe Use St said icensed Property to those display purposes and conditions as specified in this Agreement, Alltig itsindtspetificallygranted to Licensee are reserved to the Licensor. 2. Allutilization of the Licensed Property listed in Section 1 must‘be for instiuctional purposescitiySolely to the Licensee's employees and students within the Licensee's infernal 8¥stem. Phe Licensed Spetty cannot be sold, rented, subleased of used for commercial purposes.oF foray sAowving requiring édgnission payment. Licensee represents and warrants that no unauthoriaé€ Copies ox duplications of.the bicénsed Property will be made or distributed. 3. Licensee shall paya one-time Licensing ee of MEIN ¢ucatiohal diseotint off EE icense Fee) to use, access and show the Licensed Property in perpetuity. Start date for thi9Licensing Agreement is October 31, 2020. ThellFee previously paid by Licents€e for the Oetober.15,-2019 - October 31, 2020 License Agreement (for 600 users) will be applied to this License Agreemeritifsigned and paid prior to October 31, 2020, reducing the total fee $40,680 00NThete aceino custostlzation fees. 4, The Licensor will provide theLicens@@laccess to the Licens@u Property via Licensee's internal Learning ‘Management System (LIS), ThelLcensee will e¢eive the master electronic files containing the Licensed Property from Licensor by.ither: ~The Licensee maycomtinue to.utlize thefiles-prowlted by Licensor in October 2019, or ~The Licensee. may request.a new master file ie delivered, in which case the Licensor will work with the Licensee's desighated IMyprofessional during jnitial setup for a period of up to 15 days to ensure the Licensed Property Works asit is intended towork nthe Licensee's LMS. Beyond initial setup, if additional tech services are requested the [feensee willbe billed for services rendered, 5. The Ligensotwarranties thet itwii(publish the Licensed Property within Industry-accepted standards. 6 Licensor’ entire liability.sHal) be, ot Licensor’s option: replacement of the Licensed Property files, as described in Section 4 or raturn ofthe purchase price of the Licensed Property, not inciding customization fees for completed work. Ihynig.event shall Licensor’s total liability to Licensee for damages, losses, and causes of action arising from use of the Licensed Property exceed the amount paid by Licensee for the Licensed Property. 7. Licensee agrees not to commit any act that would infringe on or destroy any copyright or other proprietary interest of the Licensor in the Licensed Property. Licensee agrees to retain the display of the Licensor copyright on all online and printed materials and to respect all Licensor copyrights. & The parties agree that this Agreement shall be governed by and constued under the internal laws of the State of Arkansas, as applicable to agreements made and tobe performed in such state, withoutregard to principles of conflicts of law. 9, This Agreementmay notbe transferred or assigned by Licensee without the prior written permission of the Licensor, 10. This Agreement represents the entire Agreement between the partes relating to the subject matter hereof and supersedes all prior representations, understandings, discussions, negotiations, correspondence, and agreements, whetherwritten or oral and whether by either party’s employeas or representatives, Licensee has not relied on any representation, agreement or understanding not expressly set forth herein, No provision hereof and no breach of any provision shall be deem ed waiver or any such provision or breach thereof. y Mason of any previous waiver IN WITNESS WHEREOF, the parties have caused this Agreement to be executed of the day and year fist written above. LICENSOR: LICENSEE: International Training and Development, LLC University offArkalnsa® as By. By. is. Ellen Feegasen Whitrey Smith, APG Title CEO Title: Use, PrMeurem ent Cocafnetor Manager Date:_September 24.2020 Dat Please emalla signed copy c: a 1B Gh NTENATIONAL TRAINING SS¢ DEVELOPMENT, LLC ADDENDUM TO THE LICENSE AGREEMENT This Addendum applies to the Licensing Agreement (“Agreement)” between /nternatignal Training and Development, LLC, (“Licensor”), with offices in Rutledge, TN, and the Board of Trafsices of the University of Arkansas (“Licensee”), acting for and on behalf of the University of Arkansas, Fayetteville related to the non- exclusive right (the “Right”) to show Ouch! That Stereotype Hurts eLeaming, Workplace Training Compliance. Contractor (Licensor) warrants and/Fepreséhts that any workplae? sraining, workshops, or similar programming (collectively “workplace training? ) @ondueicdipursuantto this agreement, and any materials or content furnished for use in workplace trainirf@sshall be ully compliany withahe requirements of the Executive Order on Combating Race and S@x Steréatypirg dated Septewtber'22, 2020. CONTRACTOR / LICENSOR: LICENSEE: International Training and Development, LLC University of Rrkansaé By: gi 7 « Mss. Leslie C. Aguilar? Ellen Fergusen Whitey Smith, APO. Title: CEO litle: Sx. ProQuiSinent Goordinater_Manager Date:_October 16, 2020 Date Please email a signed copytot Leslie University Addendum The following terms and conditions are hereby included and incorporated into the agreement between the Board of Trustees of the University of Arkansas, acting for and on behalf of the University of Arkansas, Fayetteville (the "University of Arkansas” or "University") and the undersigned vendor (the "Vendor’), dated the 24th day of September, 2020 (the “Agreement’) 1. Liability. Inno event shall the liability of Vendor be limited for Vendor'sobligation to indemnify University against any claims by third parties regarding unauthorig@d.use of intellectual property. 2. Warranty & Indemnification. Vendor warrants and represeftts that Vendor's elearning files will porate consistent with industry standards. Vendor wasrants and Peprésonts that it owns or controls all intellectual property rights necessary to the perférmahce 6F this Agreement Vendor agrees to defend and hold University harmless for all clainis arising from any acalor alleged unauthorized use of a trademark, patent, copyright, ptog®ss idea, method, device or software covered by this Agreement. 3. Miscellaneous. Vendor agrees to adherdite aly andhalflapplicable Eedctal and State laws, including laws pertaining to non-discrimination inelwsive of Ark.Code Arm. § 25-17-101. In accordance with Ark. Code Ann. § 251-903, Vendor hereby certifies to University that Vendor (a) is not currently engaged in 4 boyoott of Israel and (b) agrees forthe duration of this, Agreement not to engage in a boyad#! Of jst 4. ‘Standard Terms and Conditionsw-¥endor agrees io thie Following a. Conflict offiiterest. Vendoritecoghizes.that University of Arkansas Board of Trustees Policy 330.1 provides that the University shall not, without approval of the Chancellor or Vice President for/Agtfouiture, enter into a contract with a currentor former state employee, mémber of the Arkansas General Assembly, state constitutional officer or boatd! or commission member, of the immediate family member thereof,or arientity in which such a person holds an ownership interest of 40 percenter greater. b. Contract and/Grant Disclosure and Certification. Any contract, or ‘amendment to’any ¢ontract, executed by the University which exceeds $25,000.00 shall require the vendor to disclose information consistent with the terms of Arkansas Executive Order 98-04, and any amendments or replagernents, and the regulations pursuant thereto. No contract, or amendment to any existing contract, that falls under Order 98-04, will be approved until the yendoncompletes and returns the disclosure form, [The remainder of this page left blank] University Addendum ~ Page 1 of 2 Agreed: Board of Trustees of the University of Arkansas, acting for and on behalf of the University of Arkansas, Fayetteville Sinatue:__qu Name: Whitney Smith, APO Title: Procurement Manager Date: International Training and Development, LLG Name:___Losiié€. Aguilar Title:_CEO, International Training and Deyglopment, ELC. Dats Sept.24, 2020, University Addendum ~ Page 2 of 2