ENDORSEMENT AGREEMENT  

Language Learning Market 2020 

Last Modified: August 27th, 2020

This Endorsement Agreement (this “Agreement”), dated as of __________ ___, 2020 (the “Effective Date”), is entered into by and between Language Learning Market Co., a Delaware Corporation (“Company”), and [Name of Endorser] (“Endorser,” and together with Company, the “Parties,” and each a “Party”). 

WHEREAS, Endorser is [enter description of endorser].

WHEREAS, Company provides a multi-vendor marketplace for educational resources through its website and other means (collectively, the “Platform”) and wishes to promote the Platform with the support of Endorser on the terms and subject to the conditions hereinafter provided.

1. DEFINITIONS. Capitalized terms have the meanings set forth or referred to in this Section 1.

(a) “Competitive Platform” means Platform that serve the same purpose as the Platform or are otherwise deemed by potential buyers as being reasonable substitutes or replacements for the Platform and for the purchase of products on such Platform.

(b) “Endorsement” means Endorser’s approval and recommendation of the Platform.

(c) “Endorser Identification” means Endorser’s name, nickname, voice, video or film portrayals, photograph, likeness, image and any other means by which Endorser may be recognized, in each case as approved by Endorser pursuant to the terms of this Agreement, as may be specifically detailed on Exhibit A.

(d) “Person” means any individual, partnership, corporation, trust, limited liability company, unincorporated organization, association, governmental authority or any other entity.

(e) “Territory” means the entire world.

(f) “Trademarks” means all rights in and to US and foreign trademarks, trade dress, brand names, logos, trade dress, corporate names and domain names, business names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

(g) “Year” means each 12-month period beginning on the Effective Date or each anniversary thereof.

1. ENDORSER’S EVALUATION OF PLATFORM. Endorser will conduct such evaluation as Endorser reasonably believes necessary to be satisfied that the Platform is worthy of Endorser’s recommendation. Company will provide Endorser, at no charge, with the Platform for Endorser’s own evaluation so that Endorser has the opportunity to properly evaluate the Platform.

1. GRANT OF ENDORSEMENT RIGHTS. Subject to the terms and conditions hereinafter set forth, Endorser hereby grants to Company, during the Term and any extension thereof, the exclusive right and license to use the Endorser Identification and Endorsement solely in connection with the advertisement and promotion of the Platform within the Territory. Endorser will not grant any such rights to any other Person with respect to Competitive Platform from and after the date of this Agreement through the date of expiration or termination of the Term. 

1. PROMOTION OF THE PLATFORM. To facilitate and enhance Company’s use of the Endorsement, Endorser shall:

(a) Endorse the Platform exclusively, and make no endorsement of Competitive Platform; 

(b) Use best efforts to promote the sale and use of the Platform and promote the relationship between Endorser and Company; and

(c) Abide by the Company’s Endorsement Policy, attached hereto as Exhibit B. 

1. ENDORSER’S RETENTION RIGHTS. Subject to the provisions of Section 3 above, Endorser shall retain all rights in and to the Endorser Identification. During the Term or any renewal thereof, Endorser shall have the right to use or permit or license others to use the Endorser Identification and give his Endorsement to any product or service other than Competitive Platform. 

1. APPROVAL OF ADVERTISING AND PROMOTIONAL MATERIALS. At least ten (10) days before its release to the general public, Company shall submit to Endorser, in a manner consistent with the Notice requirements set forth herein, all advertising and promotional materials in which the Endorser Identification or Endorsement is included. Such advertising and promotional materials shall not be publicly released by Company without the prior approval of Endorser. Endorser shall not unreasonably withhold or delay approval of said materials and, in the absence of disapproval within ten (10) days of delivery thereof by Company, such advertising, and promotional materials shall be deemed approved by Endorser. 

1. PROMOTION SERVICES; REIMBURSEMENT. 

(a) In each Year, Endorser shall be available at times and places reasonably convenient to Endorser and the Company, and in the amount of time as reasonably agreed to between Endorser and the Company, in order to fulfill obligations as detailed on Exhibit A. 

(b) Company shall pay (or reimburse) Endorser for all reasonable and pre-approved expenses incurred by Endorser solely in connection with such endorsement.

1. ENDORSER’S COMPENSATION. For the rights and benefits to be received by Company under this Agreement, Company shall pay to Endorser, the compensation set forth on Exhibit A. The Company shall pay all amounts due to the Endorser within thirty (30) days from the date such compensation is earned as set forth on Exhibit A. All payments hereunder shall be in US dollars and made by check or electronic transfer.

1. TERM, TERMINATION, AND SURVIVAL. The term of this Agreement will commence on the Effective Date and continue to renew annually (“Term”), unless either party gives thirty (30) days notice of non-renewal prior to end of any applicable Term, or unless sooner terminated in accordance with the provisions in this Section.

(a) Company shall have the right to terminate this Agreement at any time, effective immediately, on written notice to Endorser, on the occurrence of any of the following:

(1) Endorser’s death, serious injury or serious illness.

(2) Commission by Endorser, during the Term, of any criminal act or other act involving moral turpitude, drugs, or felonious activities.

(3) Commission of an act by Endorser or Endorser’s involvement in any situation or occurrence, during the Term, which brings Endorser into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or reduces the commercial value of Company’s association with Endorser;

(4) Actions or statements by Endorser reasonably deemed by Company to be of a derogatory nature toward Company or the Platform, or which may tend to injure the success of Company or any of Company’s Platform or services.

(5) Material breach by Endorser of any of the terms of this Agreement, which breach is not cured by Endorser within five (5) days of notice thereof by Company.

(b) Endorser shall have the right to terminate this Agreement at any time, effective immediately, on written notice to Company, on the occurrence of any of the following:

(1) Company’s failure to pay any undisputed amount when due to Endorser, where such failure continues for ten (10) days after Company receives written notice from Endorser of nonpayment. 

(2) Material breach by Company of any of the terms of this Agreement, which breach is not cured by Company within five (5) days after Company receives written notice from Endorser of the breach.

(3) Company becoming insolvent, filing a petition for bankruptcy or commencing, or having commenced against it, proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

(c) Upon the termination of this Agreement, for any cause whatsoever, Company will immediately and completely cease using the Endorsement and shall not thereafter use or refer to the Endorsement for advertising and promotional purposes whatsoever.

(d) The rights and obligations of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

1. INDEPENDENT CONTRACTOR. It is understood and acknowledged that Endorser is providing the Endorsement and granting additional rights to Company under this Agreement in the capacity of an independent contractor and not as an employee or agent of Company. Endorser has no authority to commit, act for or on behalf of Company, or to bind Company to any obligations or liability. Endorser shall not be eligible for and shall not receive any employee benefits from Company and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Endorser hereunder.

1. CONFIDENTIALITY. All non-public, confidential or proprietary information of Company (“Confidential Information”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, disclosed by Company to Endorser, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Endorser’s use in performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Endorser’s breach of this Agreement; (b) is obtained by Endorser on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; or (c) Endorser establishes by documentary evidence, was in Endorser’s possession prior to Company’s disclosure hereunder. Upon Company’s request, Endorser shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section.

1. ENTIRE AGREEMENT. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

1. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth on the signature page hereto (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

1. SEVERABILITY. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal or unenforceable, the remainder of this Agreement shall be unenforceable.

1. AMENDMENTS. No amendment to or modification of  this Agreement is effective unless it is in writing and signed by each Party. 

1. WAIVER. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

1. CUMULATIVE REMEDIES. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. 

1. ASSIGNMENT. Endorser acknowledges that this is a personal services agreement and that he shall have no right to assign, transfer, delegate or subcontract any of his rights or obligations under this Agreement without the prior written consent of Company. Company may at any time assign, transfer, delegate or subcontract any or all of its rights or obligations under this Agreement without Endorser’s prior written consent.

1. SUCCESSORS AND ASSIGNS. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. 

1. NO THIRD-PARTY BENEFICIARIES. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 

1. CHOICE OF LAW. This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

1. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Endorsement Agreement as of the Effective Date.

exhibit a

SERVICES AND COMPENSATION

1. Promotion Services. Promotion services provided by Endorser, shall include:

• [enter description of endorsement services]

2. Compensation. For the promotion services, Endorser shall receive:

• [enter description of compensation] if blank there is no compensation agreement.

exhibit B

ENDORSEMENT POLICY