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 due.to $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: a1B
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 @DiversitytnclusionCenter.comUniversity 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 2Agreed:
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