COPYRIGHT LICENSE AGREEMENT 

A. Licensor has developed and owns all rights in and to the four copyrighted works listed on Exhibit A relating to the training and continuing education of nurses, including, without limitation, (i) text, photographs, artwork, graphs, and presentations; and (ii) materials associated with the foregoing, including user and training manuals (collectively, the “LaLa Training Programs”).

B. The LaLa Training Programs have been approved by the Texas Board of Nursing for Continuing Education Units in each of their respective areas.

C. Licensee desires to receive from Licensor, and Licensor agrees to grant to Licensee, a license of the LaLa Training Programs pursuant to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINED TERMS. For purposes of this Agreement:

“CEU” means a continuing education unit.

“Covered Nurses” means those nurses who are either employed by Licensee or engaged as independent contractors by Licensee during the term of this Agreement.

“Improvements” means improvements, updates, new releases, enhancements and other modifications to the LaLa Training Programs and any related documentation made by Licensee.

“Intellectual Property Rights” means all of the following rights to the fullest extent permitted anywhere throughout the world: (i) patents, patent applications, and patent rights; (ii) trademarks, trademark registrations and applications, trade names, rights in trade dress and packaging; (iii) rights associated with works of authorship, including copyrights, copyright applications, audiovisual works, and copyright registrations; (iv) rights relating to the protection of trade secrets and confidential information; (v) Moral Rights to the maximum extent allowed by applicable legislation; (vi) design rights for the countries in which said rights were granted or applied for; (vii) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property; and (viii) divisions, continuations, renewals, reissues, and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

“LaLa Training Programs” has the meaning set forth in Recital A.

“LearnWorlds” means the online platform where Licensee (i) can access the LaLa Training Programs, (ii) pay the License Fees, and (iii) receives CEUs.

“Moral Rights” means any rights of paternity or integrity, any right to claim authorship, to object to or prevent any distortion, mutilation or modification of, or other derogatory action in relation to the subject work, whether or not such would be prejudicial to the author's honor or reputation, to withdraw from circulation or control the publication or distribution of the subject work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

“Nurse Educator” means the nurse designated by Licensee to access the LaLa Training Programs to train Covered Nurses.

“Permitted Use” means the right of the Nurse Educator to access online and use the LaLa Training Programs to train and educate Covered Nurses for the purpose of obtaining CEUs.

2. LICENSE.

2.1 License. Licensor grants to Licensee a nonexclusive and non-transferable right and license to access and use the LaLa Training Programs (the “License”) solely for the Permitted Use during the Term.

2.2 Access. After signing this Agreement and paying the License Fees, Licensee will receive access to the LaLa Training Programs through the LearnWorlds website where Licensee can (i) designate a Nurse Educator to access the LaLa Training Programs, and facilitate training sessions for the Covered Nurses, (ii) access the tests to be taken by the Covered Nurses after completing the training sessions, and (iii) obtain certificates for the Covered Nurses who pass the required tests, to evidence the CEUs achieved. Licensor will provide reasonable access to the LaLa Training Programs to Licensee via the LearnWorlds website.

2.3 Updates. Licensor shall furnish to Licensee all material updates or modifications to the LaLa Training Programs, and Licensee shall have all rights to such updates or modifications to the same extent and subject to the same restrictions as set forth in this Agreement.

2.4 Services. Subject to Licensee's continuing compliance and performance of its obligations under this Agreement and the other terms and conditions set forth in this Agreement, during the term of this Agreement, Licensor shall reasonably assist Licensee with the use of the LaLa Training Programs and provide technical and other consultation and support. Online training and technical support will be available to Licensee from 8:00 a.m. to 6:00 p.m. CT.

3. LICENSE FEES. Licensee shall pay Licensor the license fees (the “License Fees”) as provided in the attached Exhibit B.

4. TERM AND TERMINATION.

4.1 Term. This Agreement commences on the date it is executed by Licensee and shall continue for an initial term of one (1) year (the “Initial Term”). This Agreement shall automatically renew for additional, successive one-year periods (each a “Renewal Term” and, collectively with the Initial Term, the “Term”) so long as the License Fees are fully and timely paid.

4.2 Termination. If Licensee fails to make any payment of the License Fees as required under this Agreement, and Licensee fails to cure such default within thirty (30) days following receipt of written notice from Licensor, Licensor may (in its sole discretion, but without obligation to do so) terminate this Agreement. If this Agreement is so terminated, Licensee shall immediately cease use of the LaLa Training Programs. Notwithstanding the above, this Agreement may be terminated if either Party gives the other Party a written notice of its intent to terminate this Agreement thirty (30) days prior to the end of the then-current Term.

4.3 Effect of Termination. Upon the termination of this Agreement, Licensee shall cease using the LaLa Training Programs for any purpose. At such time, Licensee agrees to take such reasonable steps requested by Licensor to prevent the further unauthorized use or disclosure of the LaLa Training Programs. Upon the termination or cancellation of this Agreement, Licensee agrees to pay Licensor all License Fees due and owing to Licensor as accrued through the effective date of termination.

5. INTELLECTUAL PROPERTY RIGHTS.

5.1 Reservation of Rights. Licensee acknowledges that, notwithstanding any provisions of this Agreement to the contrary, Licensor is and will remain the owner of all Intellectual Property Rights in the LaLa Training Programs and has reserved full rights therein as such owner, subject to the rights granted to Licensee as set forth in Section 2.1.

5.2 Restrictions on Use. Licensee agrees (i) not to provide or otherwise make available the LaLa Training Programs in any form to any person or organization other than Licensee’s own personnel and Covered Nurses; (ii) not to make available the LaLa Training Programs on a timesharing, rental or any other basis not specifically authorized by this Agreement; and (iii) not to directly or indirectly sell, convey, disseminate, sublicense, circulate, publish, copy, display, or permit access to the LaLa Training Programs without the express written consent of Licensor. Licensee shall use reasonable commercial efforts to ensure that its employees, Covered Nurses, and other persons properly permitted access to the LaLa Training Programs comply with the restrictions under this Agreement.

5.3 Improvements. Licensee agrees that it shall, and does by this Agreement automatically without the need for further act or documentation, upon Licensee’s creation of any Improvements to the LaLa Training Programs, transfer to Licensor the Improvements to the LaLa Training Programs. Licensee irrevocably and automatically expressly assigns all right, title and interest it may otherwise have in the Improvements to the LaLa Training Programs to Licensor, and if the Improvements cannot be so assigned, Licensee unconditionally and irrevocably: (i) waives the enforcement of such rights; and (ii) grants to Licensor an exclusive, irrevocable, perpetual, royalty-free, worldwide license to reproduce, create derivative works of, modify, license, distribute, publicly perform and publicly display the Improvements to the LaLa Training Programs, by all means now known or later developed, with the right to sublicense such rights through multiple levels of sublicenses. Licensee shall cooperate fully to give legal effect to the assignment and/or waiver and grant of rights described herein. Licensee further agrees to give Licensor prompt written notice of the creation of the Improvements and such other written information as Licensor may require to record and/or file these items, and Licensee agrees to keep a record of any and all Improvements to the LaLa Training Programs and to make such record available to Licensor at any time upon request by Licensor. In consideration for the assignment granted herein and the License Fees paid by Licensee pursuant to Section 3, Licensor agrees to grant Licensee a license to use any Improvements to the LaLa Training Programs in accordance with the Permitted Use. If this Agreement terminates, such rights and license to the Improvements to the LaLa Training Programs also terminates.

5.4 Cooperation. Licensee shall cooperate with Licensor and provide Licensor assistance as requested by Licensor in protecting, securing, registering, enforcing and maintaining the ownership rights of Licensor in and to the LaLa Training Programs and the Improvements. Licensee will inform Licensor as soon as practicable of any infringement or other action or claim by a third party related to the LaLa Training Programs.

6. REPRESENTATIONS AND WARRANTIES.

6.1 Representations and Warranties by Licensor. Licensor represents and warrants to Licensee that (i) Licensor has the authority required to execute and deliver this Agreement; (ii) Licensor has all rights and authority required to grant the License under this Agreement; and (iii) the LaLa Training Programs do not infringe or violate, or constitute a misappropriation of, any Intellectual Property Rights of any third party.

6.2 Representations and Warranties by Licensee. Licensee represents and warrants to Licensor that Licensee (i) has the authority required to execute and deliver this Agreement; (ii) shall comply with all applicable laws in the exercise of its rights and performance of its obligations under this Agreement; and (iii) shall not make any representations or warranties regarding the LaLa Training Programs other than have been approved in writing by Licensor.

6.3 Limitations. OTHER THAN AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND WITHOUT PREJUDICE TO THE OBLIGATIONS SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE, QUALITY OR SUITABILITY OF THE LALA TRAINING PROGRAMS, WHICH ARE PROVIDED AND ACCEPTED “AS IS.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES INCLUDING THOSE OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, ARE DISCLAIMED. NO PARTY WARRANTS OR REPRESENTS THAT ANY PART OF THE LALA TRAINING PROGRAMS WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

7. LIMITATIONS OF LIABILITY. NO PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITS AS A RESULT OF THIS AGREEMENT OR ANY OTHER LEGAL THEORY RELATED TO THIS AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE LIABILITY OF EACH PARTY, FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, IN CONNECTION WITH THIS AGREEMENT (OTHER THAN RELATING TO THE PAYMENT OF THE LICENSE FEES) SHALL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR AS LICENSE FEES DURING THE THREE MONTH PERIOD PRIOR TO THE DATE IN WHICH THE CLAIM FIRST AROSE.

8. CONFIDENTIALITY. LICENSEE SHALL KEEP CONFIDENTIAL: (I) ANY AND ALL INFORMATION RELATED TO THE LALA TRAINING PROGRAMS AND ANY INTELLECTUAL PROPERTY RIGHTS ASSOCIATED THEREWITH (INCLUDING WITHOUT LIMITATION THE BUSINESS METHODS, PROCESSES, KNOW-HOW AND RELATED TECHNOLOGY), AND (II) ANY INFORMATION PROVIDED PURSUANT TO, OR AS A RESULT OF, THIS AGREEMENT (COLLECTIVELY, THE “CONFIDENTIAL INFORMATION”). LICENSEE SHALL TAKE ALL REASONABLE SECURITY MEASURES TO PROTECT THE PRIVACY OF THE CONFIDENTIAL INFORMATION, AND LICENSEE SHALL NOT DISCLOSE THE CONFIDENTIAL INFORMATION OF LICENSOR, EXCEPT TO EMPLOYEES AND COVERED NURSES WHO HAVE AGREED TO ABIDE BY CONFIDENTIALITY TERMS AT LEAST AS STRICT AS THOSE SET FORTH HEREIN OR AS AUTHORIZED BY LICENSOR IN WRITING. LICENSEE SHALL NOT DUPLICATE, USE OR DISCLOSE THE CONFIDENTIAL INFORMATION OF LICENSOR EXCEPT AS OTHERWISE PERMITTED BY THIS AGREEMENT. LICENSEE SHALL NOT MAKE THE CONFIDENTIAL INFORMATION OF LICENSOR AVAILABLE FOR PUBLIC VIEW. LICENSEE AGREES TO NOTIFY LICENSOR OF ANY KNOWN OR SUSPECTED BREACH OF THIS PROVISION OR OF LICENSOR’S INTELLECTUAL PROPRIETARY RIGHTS THAT COMES TO LICENSEE’S ATTENTION.

9. INDEMNIFICATION. LICENSOR MAY ELECT TO INDEMNIFY AND DEFEND LICENSEE FROM ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS) FINALLY AWARDED AGAINST LICENSEE BY A COURT OF COMPETENT JURSIDICTION ARISING OUT OF OR IN CONNECTION WITH A CLAIM BY A THIRD PARTY ALLEGING THAT THE LALA TRAINING PROGRAMS INFRINGES SUCH PARTY’S INTELLECTUAL PROPERTY RIGHTS. LICENSOR SHALL HAVE FULL AUTHORITY, AT ITS OPTION AND EXPENSE, TO: (I) REPLACE OR MODIFY THE LALA TRAINING PROGRAMS TO BE NON-INFRINGING; (II) OBTAIN A LICENSE FOR LICENSEE TO CONTINUE USING THE LALA TRAINING PROGRAMS IN ACCORDANCE WITH THE PERMITTED USE; OR (III) TERMINATE THIS AGREEMENT. EVEN IF LICENSOR INITIALLY ELECTS TO INDEMNIFY LICENSEE, LICENSEE UNDERSTANDS THAT LICENSOR MAY AT ANY TIME REFUSE TO PROVIDE INDEMNIFICATION PROTECTION, PARTICULARLY IF LICENSEE BREACHES THE TERMS OF THIS AGREEMENT. IF LICENSOR DOES NOT RESPOND TO A REASONABLE REQUEST BY LICENSEE, LICENSEE MAY INSTITUTE A SUIT OR TAKE ACTION ON ACCOUNT OF SUCH INFRINGEMENT TO PROTECT ITS CONTINUED USE AND SUBLICENSING OF THE LALA TRAINING PROGRAMS.

10. ARBITRATION.

10.1 Agreement to Arbitrate. Any dispute arising from this Agreement shall be settled by arbitration in accordance with the commercial rules then in effect of the American Arbitration Association, except as modified in this Section 10. The arbitrator(s) shall be selected in accordance with the following procedure: such dispute shall be referred to and decided by a single arbitrator if the Parties can agree upon one within thirty (30) days after either of the Parties shall notify the other that it wishes to avail itself of the provisions of this Section 10; otherwise, such dispute shall be referred to and decided by three arbitrators, one to be appointed by Licensor and one to be appointed by Licensee, each such appointment to be made within twenty (20) days after the expiration of the thirty (30) day period referred to above, and the third arbitrator to be appointed by the first two arbitrators within thirty (30) days after the expiration of such twenty (20) day period. If the first two arbitrators cannot reach agreement on the third arbitrator within said thirty (30) day period, the third arbitrator shall be an impartial arbitrator appointed by the President of the American Arbitration Association within twenty (20) days after the expiration of said thirty (30) day period. Hearings of the arbitrator(s) shall be held in Dallas, Texas, unless the Parties agree otherwise in writing. The presentations of the Parties in the arbitration proceeding shall be commenced and completed within sixty (60) days after selection of the arbitration panel, and the arbitration panel shall render its decision in writing within thirty (30) days after completion of such presentations. Any decision concurred in by any two (2) of the arbitrators shall constitute the decision of the arbitration panel, and unanimity shall not be required. Judgment upon an award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, including courts in the State of Texas. Any award so rendered shall be final and binding upon the Parties.

10.2 Confidentiality. Except to the extent necessary for proceedings relating to enforcement of the arbitration agreement, the award or other related rights of the Parties, the fact of the arbitration, the arbitration proceeding itself, all evidence, memorials or other documents exchanged or used in the arbitration and the arbitrators’ award shall be maintained in confidence by the Parties to the fullest extent permitted by law. However, a violation of this covenant shall not affect the enforceability of this agreement to arbitrate or of the arbitration panel’s award.

10.3 Costs of Arbitration. The arbitration panel shall designate a prevailing Party (or Parties) in its final award. Pursuant to this determination, the arbitration panel shall award to the prevailing Party (or Parties) its reasonable attorneys’ fees, costs and expenses of the arbitration (including the arbitrators’ fees and expenses). Each Party shall be responsible for all costs incurred by it in respect of the preparation of the arbitration proceedings and the appointment of the arbitrators.

11. MISCELLANEOUS.

11.1 Partial Invalidity. If any term or provision of this Agreement is found to be invalid under any applicable statute or rule of law, then that provision shall be deleted unless such a deletion would frustrate the intent of the Parties with respect to any material aspect of the relationship established under this Agreement, in which case, this Agreement and the licenses and rights granted under this Agreement shall terminate.

11.2 Amendment. This Agreement may only be amended by a written document executed by both Parties.

11.3 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the Parties and their successors and permitted assigns, if any.

11.4 Counterparts. This Agreement may be executed in any number of counterparts.

11.5 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement.

11.6 Captions. Captions in this Agreement should not be deemed to define or limit any of the terms, conditions or provisions of this Agreement.

11.7 Waiver. Any waiver by any Party of any breach of this Agreement shall not be deemed a waiver of any other breach, nor shall the failure of any Party to enforce such provision constitute a waiver of such provision or any other provision, nor shall such action be deemed a waiver or release of the other Party for any claims arising out of or connected with this Agreement.

11.8 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law.

11.9 Attorneys' Fees. If a dispute arises out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

11.10 Assignment. Licensee may not assign its rights under this Agreement without Licensor's express written consent. Licensor may assign its rights under this Agreement at any time upon written notice to Licensee.

11.11 Notice. All notices under this Agreement shall be in writing and addressed to the Parties at the addresses set forth on the signature page to this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid).

11.12 Equitable Remedies. The Parties acknowledge that damages at law will be an inadequate remedy to Licensor. In addition to damages at law and other rights or remedies (including, without limitation, remedies at law) which may be available, Licensor shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement.

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Signature Page Follows.]

40487.6/4896-6091-4767.3

This Agreement was executed this _____ day of ______________, 202__.

LICENSOR:

LALA HEALTHCARE SOLUTIONS, L.L.C.

a Texas limited liability company

By: ____________________

Name: ____________________

Title: ____________________

Address for Notice: 1341 W. Mockingbird Lane, Suite 214W

Dallas, Texas 75247

Attn: ________________

Email: ________________

LICENSEE:

By: ______________________

Name: ___________________

Title: ____________________

Address for Notice: ________________________

________________________

Attn: ________________

Email: ________________