THIS AGREEMENT is entered into the last date written below by and between LaughActive, LLC, a Georgia limited liability company, with an address at 245 N Highland Ave NE, Suite 230-423, Atlanta, GA 30307 (“LICENSOR”), and , and (“LICENSEE”).

WHEREAS, LICENSOR is the sole and exclusive owner of the following trademarks and registrations:      (the “Trademarks”); and

WHEREAS, LICENSOR has the power and authority to grant to LICENSEE the right, privilege and license to use the Trademarks on or in association with the goods and/or services covered by the Trademarks (the “Licensed Services”); and

WHEREAS, LICENSEE has represented that it has the ability to perform, market and distribute the Licensed Services in the Territory (as defined herein) and to use the Trademarks on or in association with the Licensed Services; and

WHEREAS, LICENSEE desires to obtain from LICENSOR a license to use and sell Licensed Services in the Territory and to use the Trademarks on or in association with the Licensed Services; and

WHEREAS, both LICENSEE and LICENSOR are in agreement with respect to the terms and conditions upon which LICENSEE shall use the Trademarks; and

WHEREAS, LICENSOR is the sole and exclusive owner of certain copyrights attached hereto as Exhibit A and hereby incorporated by reference (the “Licensed Works”); and

WHEREAS, LICENSOR has the power and authority to grant to LICENSEE the right, privilege and license to the Licensed Works; and

WHEREAS, LICENSEE desires to obtain from LICENSOR a license to reproduce the Licensed Works for its own internal use only; and

WHEREAS, both LICENSEE and LICENSOR are in agreement with respect to the terms and conditions upon which LICENSEE shall use the Licensed Works;

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows.

Article I. Definitions

Section 1.01 The following terms shall have the meanings set forth herein:

(a)  “Authorized Individual” shall mean one or more natural person authorized to perform Licensed Services on behalf of LICENSEE, as listed in Exhibit B attached hereto and hereby incorporated by reference. Notwithstanding the foregoing, where LICENSEE is a natural person, LICENSEE shall be the sole Authorized Individual.

(b)  “Certification Documentation” means all current training materials approved by and provided by LICENSOR in conjunction with the Licensor Certification, which may be amended from time to time in LICENSOR’s sole discretion.

(c)  “Licensor Certification” means certification for Authorized Individuals obtained through that certain certification program maintained by Licensor for the performance of Licensed Services, as may be altered from time to time in Licensor’s sole discretion.

(d)  “Territory” shall mean the facilities or geographic area(s) listed in Exhibit C attached hereto and hereby incorporated by reference.

Article II. License Grant

Section 2.01 Trademark.

(a) LICENSOR, contingent upon LICENSEE’s adherence to Section 2.04, and Articles 8 and 10 herein, hereby grants to LICENSEE a personal, non-exclusive, non-transferrable, license to use the Trademarks on or in association with the Licensed Services in the Territory, as well as on packaging, promotional and advertising material associated therewith. It is understood and agreed that this license shall pertain only to the Trademarks and the Licensed Services and does not extend to any other mark, product or service.

Section 2.02 Copyright.

(a) LICENSOR, contingent upon LICENSOR’s continuing compliance with the trademark license described in Section 2.01above, hereby grants to LICENSEE a personal, non- exclusive, non-transferrable, license to reproduce the Licensed Works for its own internal use in association with the Licensed Services in the Territory. It is understood and agreed that this license shall pertain only to the Licensed Works and does not extend to any other work of authorship.

Section 2.03 LICENSEE may not grant any sublicenses to any third party.

Section 2.04 Restrictions as to Authorized Individuals.

(a) Licensed Services shall only be performed by Authorized Individuals.

(b) Each Authorized Individual shall, prior to performing any Licensed Service, both

(i) successfully complete the Licensor Certification program, and

(ii) obtain a Licensor Certification;

(c) Each Authorized User, after obtaining a Licensor Certification, shall maintain a current Licensor Certification; and

(d) At all times during the Term, each Authorized Individual shall be either a party to this Agreement, or an officer, owner, or employee of LICENSEE.

Article III. Authorized Individual Training

Section 3.01 In consideration of this Agreement, LICENSOR shall make available, at no additional charge, the Licensor Certification program for the number of Authorized Users listed herein on the Effective Date. The program shall include, for each Authorized User, a single initial certification training, and certification renewal training for Authorized Users who have obtained LICENSOR certification.

Section 3.02 All Authorized User designations are personal and non-transferable. During the Term, LICENSEE may request at any time that training be made available to additional Authorized Individuals, which designation and training shall be provided at LICENSEE’s then- current rates.

Article IV. TERM AND TERMINATION

Section 4.01 This Agreement will be effective for an initial term of one (1) year from the Effective Date and will automatically renew for successive one (1) year renewal terms, unless: (a) terminated sooner as provided herein; or (b) either party gives the other party notice of its election not to renew this Agreement at least ninety (90) days prior to the end of the then- current term.

Section 4.02 “Term” shall mean, collectively, the initial term and all renewal terms, if any.

Section 4.03 Notwithstanding the foregoing Section 4.02, LICENSOR may terminate this Agreement upon written notice to LICENSEE if LICENSEE violates the scope or any restriction on its license under Article 2 above or its obligations in Article 6 hereunder with respect to Confidential Information.

Section 4.04 In addition to the termination rights that may be provided elsewhere in this Agreement, either party may terminate this Agreement upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the thirty (30) day period, the breaching party fails to cure such breach.

Section 4.05 Upon the expiration or termination of this Agreement, all of the rights of LICENSEE under this Agreement shall terminate and immediately revert to LICENSOR and LICENSEE shall immediately discontinue all Licensed Services, and all use of the Trademarks at no cost whatsoever to LICENSOR, and LICENSEE shall immediately return to LICENSOR all Licensed Works and material relating to the Trademarks at no cost to LICENSOR.

Article V. COMPENSATION

Section 5.01 In consideration for the licenses granted hereunder, LICENSEE agrees to pay to LICENSOR:

(a)  For Group Licensees, a fee of 
Select One$1,997 (“Group License Fee”) and an annual fee of $247 (“Group Renewal Fee”) for 3 instructors$3,994 (“Group License Fee”) and an annual fee of $494 (“Group Renewal Fee”) for 6 instructors$5,991 (“Group License Fee”) and an annual fee of $741 (“Group Renewal Fee”) for 9 instructors$7,998 (“Group License Fee”) and an annual fee of $988 (“Group Renewal Fee”) for 12 instructors$9,985 (“Group License Fee”) and an annual fee of $1,235 (“Group Renewal Fee”) for 15 instructors$11,982 (“Group License Fee”) and an annual fee of $1,482 (“Group Renewal Fee”) for 18 instructors$13,979 (“Group License Fee”) and an annual fee of $1,729 (“Group Renewal Fee”) for 21 instructors$15,976 (“Group License Fee”) and an annual fee of $1,976 (“Group Renewal Fee”) for 24 instructors$17,973 (“Group License Fee”) and an annual fee of $2,223 (“Group Renewal Fee”) for 27 instructors$19,970 (“Group License Fee”) and an annual fee of $2,470 (“Group Renewal Fee”) for 30 instructors$21,967 (“Group License Fee”) and an annual fee of $2,717 (“Group Renewal Fee”) for 33 instructors$23,964 (“Group License Fee”) and an annual fee of $2,964 (“Group Renewal Fee”) for 36 instructors$25,961 (“Group License Fee”) and an annual fee of $3,211 (“Group Renewal Fee”) for 39 instructors$27,958 (“Group License Fee”) and an annual fee of $3,458 (“Group Renewal Fee”) for 42 instructors$29,955 (“Group License Fee”) and an annual fee of $3,705 (“Group Renewal Fee”) for 45 instructors$31,952 (“Group License Fee”) and an annual fee of $3,952 (“Group Renewal Fee”) for 48 instructors$33,949 (“Group License Fee”) and an annual fee of $4,199 (“Group Renewal Fee”) for 51 instructors$35,946 (“Group License Fee”) and an annual fee of $4,446 (“Group Renewal Fee”) for 54 instructors$37,943 (“Group License Fee”) and an annual fee of $4,693 (“Group Renewal Fee”) for 57 instructors$39,940 (“Group License Fee”) and an annual fee of $4,940 (“Group Renewal Fee”) for 60 instructors  within the sites included in the Group Territory, payable no later than thirty (30) days after the Effective Date, or thirty (30) days after such site’s addition to the Territory, whichever is later.

Section 5.02 Late payments shall incur interest at the rate of ONE PERCENT (1%) per month from the date such payments were originally due, or the maximum amount allowed by law, whichever is less.

Section 5.03 Taxes. The fees do not include taxes. LICENSEE will be responsible for and reimburse and hold LICENSOR harmless against the payment of all taxes associated with this Agreement (other than taxes based on LICENSOR’s gross receipts or net income).

Article VI. CONFIDENTIAL INFORMATION

Section 6.01 Confidential Information. “Confidential Information” means: (i) information of or relating to LICENSOR or LICENSEE or their respective affiliates, subsidiaries, vendors, suppliers, or licensors, that is competitively sensitive material not generally known to the public, including without limitation, information that relates to past, present or future research and development, trade secrets, products and services, pricing, marketing, financial matters, or business affairs (including without limitation, policies, procedures, plans, methods of operation, specifications, manuals, programs, documentation, guidelines, procedures, forms, and report formats), systems, networks, computer equipment and software proprietary to or licensed by a party, including without limitation, object or source code, custom software modifications, software documentation and training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein; and (ii) Certification Documentation.

Section 6.02 Obligations. The parties acknowledge that this Agreement may require disclosure by each party (“Disclosing Party”) to the other party (“Receiving Party”) of certain of the Disclosing Party's Confidential Information. With respect to Confidential Information of the Disclosing Party that is disclosed to the Receiving Party, the Receiving Party shall, subject to the exceptions stated herein:

(a)  maintain and protect the confidentiality of the information with a reasonable standard of care to avoid unauthorized disclosure or access;

(b)  comply with all applicable federal and state laws and regulations relating to the confidentiality and security of the information; and

(c)  use the information solely to carry out the purposes for which the information was disclosed, unless expressly provided for herein.

Section 6.03 Notwithstanding these obligations, the Receiving Party shall not be in violation of this Agreement for: (a) disclosing or using Confidential Information of the Disclosing Party that (i) is or becomes publicly available other than as a result of a breach of this Agreement, (ii) is disclosed to the Receiving Party by a third party not subject to any obligation of confidentiality, (iii) was already known by the Receiving Party prior to the date of this Agreement, or (iv) was independently developed by the Receiving Party; or (b) disclosing or using Confidential Information of the Disclosing Party when required to do so by (i) the Receiving Party's federal or state regulatory agencies, or (ii) a federal or state law or regulation, or a subpoena or court order or agency action that requires disclosure, provided, however, that, if disclosure of Confidential Information is required by any of the foregoing, the Receiving Party shall, unless prohibited by law, regulation or court or agency order, promptly notify the Disclosing Party and, at the Disclosing Party's request and expense, cooperate with the Disclosing Party’s efforts, if any, to prevent or limit the disclosure.

Section 6.04 Ownership.

(a)  Confidential Information. All Confidential Information of each party is and shall remain the sole property of that party.

(b)  Trademarks. Each party grants to the other party, during the term of this Agreement, a nonexclusive license to use and display the other party’s name, logo and other trademarks as provided for in this Agreement. Subject to the foregoing license, each party retains all intellectual property and other rights that it may have in its trademarks. Each party agrees that it may display the others’ name and logo on its website’s partner page with a hyper- link to the other’s website.

Section 6.05 Remedies & Responsibilities. The Receiving Party acknowledges that the Disclosing Party has the right to take all reasonable steps to protect the Disclosing Party’s Confidential Information, including without limitation, seeking injunctive relief and/or any other remedies that may be available at law or in equity, all of which remedies shall be cumulative and in addition to any rights and remedies available by contract, law, rule, regulation or order. Any requirements for a bond in connection with any such injunctive or other equitable relief are hereby waived by both parties.

Article VII. WARRANTIES AND OBLIGATIONS

Section 7.01 LICENSOR represents and warrants that

(a)  it has the right and power to grant the licenses granted herein and that there are no other agreements with any other party in conflict herewith; and

(b)  to the best of its knowledge, the Trademarks and Licensed Works do not infringe any valid right of any third party.

Section 7.02 LICENSEE represents and warrants that

(a)  LICENSEE has the right and power to enter into this Agreement and perform all obligations herein, and that there are no other agreements with any other party in conflict herewith; and

(b)  LICENSEE shall be solely responsible for the performance, promotion, and sale of the Licensed Services and will bear all related costs associated therewith.

Article VIII. NOTICES, QUALITY CONTROL

Section 8.01 The licenses granted hereunder are conditioned upon LICENSEE's full and complete compliance with the marking provisions of the patent, trademark and copyright laws of the United States and other countries in the Territory.

Section 8.02 All Licensed Services, as well as all promotional, packaging, and advertising material relative thereto, shall include all appropriate legal notices as required by LICENSOR, which LICENSOR may amend from time to time upon written notice to LICENSEE. LICENSEE shall obtain from each individual attending a class that includes instruction covered by LICENSOR’s certification a full release and waiver as set forth in Exhibit D, or as otherwise approved by LICENSOR.

Section 8.03 The Licensed Services shall be of a high quality which is at least equal to comparable services delivered and marketed by LICENSEE under the trademarks and in conformity with LICENSOR’S guidelines as set forth in LICENSOR’S Certification Documentation.

Section 8.04 If the quality of a class of the Licensed Services falls below such minimum quality standards, as previously approved by LICENSOR, LICENSEE shall use its best efforts to restore such quality. In the event that LICENSEE has not taken appropriate steps to restore such quality within thirty (30) days after notification by LICENSOR, LICENSOR shall have the right to terminate this Agreement and require that the LICENSEE cease using the Trademarks.

Section 8.05 The LICENSEE agrees to permit LICENSOR or its representative, from time to time to attend classes being conducted by one or more Authorized Individual for the purposes of quality control. LICENSOR agrees not to record any such class without the express permission of all parties being so recorded.

Article IX. NOTICE AND PAYMENT

Section 9.01 Any notice required to be given pursuant to this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified or registered mail, return receipt requested or delivered by a recognized national overnight courier service, except e-mail may be used for day-to-day operations and contacts but not for ‘notice’ or other communications required under this agreement or by law.

Section 9.02 Either party may change the address to which notice or payment is to be sent by written notice to the other in accordance with the provisions of this paragraph.

Article X. PATENTS, TRADEMARKS, COPYRIGHTS, AND DATA

Section 10.01 LICENSOR shall seek, obtain and, during the Term of this Agreement, maintain in its own name and at its own expense, appropriate protection for the Trademarks. LICENSOR shall retain all right, title and interest in the Trademarks, Licensed Works, and all other intellectual property, data, and other proprietary rights. LICENSEE agrees that its use of the Trademarks and Licensed Works inures to the benefit of LICENSOR and that the LICENSEE shall not acquire any rights in the Trademarks, Licensed Works, or other proprietary right of LICENSOR.

Section 10.02 The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.

Section 10.03 LICENSEE acknowledges LICENSOR's exclusive rights in the Trademarks and Licensed Works (collectively, “Licensed Materials”) and, further, acknowledges that the Licensed Materials are unique and original to LICENSOR and that LICENSOR is the owner thereof. LICENSEE shall not, at any time during or after the effective Term of the Agreement dispute or contest, directly or indirectly, LICENSOR's exclusive right and title to the Licensed Materials or the validity thereof. LICENSOR, however, makes no representation or warranty with respect to the validity of any patent, trademark or copyright which may issue or be granted therefrom.

Section 10.04 LICENSEE covenants not to seek any common law or register any trademark rights in any mark that is similar to any one or more of the Trademarks.

Section 10.05 Goodwill. LICENSEE recognizes the value of the good will associated with the Trademarks and acknowledges that the Trademarks and all rights therein including the good will pertaining thereto, belong exclusively to LICENSOR.

Section 10.06 Data. LICENSOR may from time to time offer LICENSEE certain tools (the “Tools”) for tracking participant data in connection with classes taught by Authorized Users utilizing Certification Documentation (“User Data”). Such User Data shall be LICENSEE’s property. LICENSEE hereby grants LICENSOR a perpetual, cost-free, non-exclusive license to the User Data solely for LICENSOR’s internal use to provide the Tools. LICENSEE shall not provide any User Data that constitutes personally identifiable information under any U.S. regulatory definition. LICENSEE also acknowledges and agrees that LICENSOR may aggregate User Data, and such aggregate data shall not be identifiable with any individual participant, and such data shall belong to LICENSOR.

Section 10.07 Authorized User Access. LICENSOR may assign log in credentials to one or more Authorized User to access LICENSOR’s Licensed Works, Certification Materials, or other proprietary information. Such credentials shall be personal to each Authorized User and shall not be shared with any other party, including but not limited to LICENSEE employees or contractors. Each Authorized User shall maintain the security of his or her credentials. LICENSOR may revoke any credentials upon a reasonable belief that such credentials have been shared in violation of this Section 10.7, or that the security of such credentials have been violated.

Article XI. INFRINGEMENTS

Section 11.01 If an action for infringement of the rights licensed in this Agreement is brought, each party shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.

Article XII. INDEMNITY

Section 12.01 LICENSEE agrees to defend, indemnify, and hold harmless LICENSOR, its officers, directors, agents and employees, against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against LICENSOR based on the performance or sale of the Licensed Services including, but not limited to, actions founded on product liability or personal injury.

Article XIII. INSURANCE

Section 13.01 LICENSEE shall, throughout the Term of the Agreement, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in the state where LICENSEE maintains its principal place of business, standard Product Liability Insurance naming LICENSOR as an additional named insured. Such policy shall provide protection against any and all claims, demands and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Licensed Services or any material used in connection therewith or any use thereof. The amount of coverage shall be a $10 million combined single limit for each single occurrence for bodily image and/or property damage. The policy shall provide for ten (10) days notice to LICENSOR from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation or termination thereof. LICENSEE agrees to furnish LICENSOR a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event shall LICENSEE manufacture, distribute or sell the Licensed Services prior to receipt by LICENSOR of such evidence of insurance.

Article XIV. JURISDICTION, VENUE, AND DISPUTES

Section 14.01 This Agreement shall be governed in accordance with the laws of the State of Georgia, United States of America.

Section 14.02 Any controversy, claim or dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (except at the option of either party for any application for injunctive relief) shall be finally settled by arbitration in Fulton or Cobb County, Georgia under the rules of the American Arbitration Association (AAA) before one arbitrator and judgment upon the award rendered may be entered in any court

having jurisdiction. In this regard, the parties submit to the personal subject matter jurisdiction of the State of Georgia. The arbitration provisions of this Section shall be interpreted according to, and governed by, the Federal Arbitration Act, and any action to enforce any rights hereunder shall be brought exclusively in the U.S. District Court for the Northern District of Georgia. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION SHALL BE ADJUDICATED BY AN ARBITRATOR AND WITHOUT A JURY.

Section 14.03 The parties may mutually agree upon any procedure for appointing the arbitrator and shall inform the AAA administrator as to such procedure; however, if within 45 days after the commencement of the arbitration, all of the parties have not mutually agreed on a procedure for appointing the arbitrator or have not mutually agreed on the designation of the arbitrator, the AAA administrator shall unilaterally appoint and designate the presiding arbitrator.

Section 14.04 If a party fails to file a statement of defense within the time established by the tribunal without showing sufficient cause for such failure, as determined by the tribunal, or if a party, duly notified, fails to appear at a hearing without showing sufficient cause for such failure, as determined by the tribunal, the tribunal may proceed with the arbitration; or if a party, duly invited to produce evidence or take any other steps in the proceedings fails to do so within the time established by the tribunal without showing sufficient cause for such failure, as determined by the tribunal, the tribunal may make the award on the evidence before it.

Section 14.05The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.

Article XV. ADDITIONAL TERMS

Section 15.01 Feedback. To the extent that LICENSOR receives from LICENSEE or any of its Authorized Individuals any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Licensed Service or any other products or services (“Feedback”), LICENSOR may use, disclose and exploit such Feedback without restriction, including to improve the Services and to develop, market, offer, sell and provide other products and services.

Section 15.02 Agreement Binding on Successors. The provisions of this Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.

Section 15.03 Waiver. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.

Section 15.04 Severability. If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

Section 15.05 No Joint Venture. Nothing contained herein shall constitute this arrangement to be employment, a joint venture or a partnership.

Section 15.06 Assignability. The license granted hereunder is personal to LICENSEE and shall not be assigned by any act of LICENSEE or by operation of law unless in connection with a transfer of substantially all of the assets of LICENSEE or with the consent of LICENSOR.

Section 15.07 Integration. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties, including any option agreements which may have been entered into between the parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict with said Agreement.

Section 15.08 Amendments. Any amendment to this Agreement must be in writing and signed by an authorized person of each party.

Section 15.09 Construction of Agreement; Headings. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or arbitrator by reason of such party having or being deemed to have structured or drafted such provision. The headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

Section 15.10 Counterparts; Signatures. This Agreement may be signed in counterparts with the same effect as if the signatures were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. For purposes of this Agreement, a facsimile copy of a party’s signature shall be sufficient to bind such party.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

LICENSOR: Celeste Greene, Director, LaughActive

  : 

TITLE:   

EXHIBIT A COPYRIGHTS

EXHIBIT B AUTHORIZED INDIVIDUALS

EXHIBIT C TERRITORY