This License Agreement (this "Agreement") is made effective today between you/and or your company and Happy Talk
Song and Sign, LLC.
 
In the Agreement, the party who is granting the right to use the licensed property will be referred to as "LLC"; and the
party who is receiving the right to use the licensed property will be referred to as "Licensee.";
 
The parties agree as follows:
 
1. GRANT OF LICENSE. LLC owns “Happy Talk Song and Sign Instructor Training (the "Authored Work"). In
accordance with this Agreement, LLC grants an exclusive license to use the Authored Work. LLC retains title and
ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.
Licensee is able to do the following:
 Advertise that the class was created by a Speech Language Pathologist (SLP) * If you are not an SLP
do not misrepresent yourself as one.
 Select prices for the class offered.                         
The following is PROHIBITED under this license:
 Presentation of material as Licensee’s;
 Deconstruct program – Program is meant to be presented in included lesson plans.

 
2. PAYMENT FOR LICENSE. Licensee will pay to LLC a Licensing Fee which shall be calculated as follows:
1) STANDARD: $3,797 (full) or $347/month (12 months) for 24 months of licensing. Renewal will take place after 24 months at a cost of $15.00/monthly. 

2) VIP: $5,597 (full) or $519 (12 months) for 24 months of licensing. Renewal will take place after 24 months at a cost of $15.00/monthly. 

Payment Obligation: By entering into this payment plan, the undersigned agrees to complete all payments in accordance with the agreed schedule, regardless of any circumstances that may arise. The obligation to make payments is binding and cannot be altered or suspended for any reason, including but not limited to dissatisfaction with the program, personal financial difficulties, or any other unforeseen events. Failure to fulfill this payment obligation may result in additional fees, collection actions, or legal proceedings to recover the outstanding balance.
 
3. MODIFICATIONS. Unless the prior written approval of LLC is obtained, Licensee may not modify or change the
Authored Work in any manner.
 
4. DEFAULTS. If Licensee fails to abide by the obligations of this Agreement, including the obligation to make a
payment when due, LLC shall have the option to cancel this Agreement immediately without written notice to Licensee.
Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the
default, and if there are no other defaults.
 
5. CONFIDENTIAL INFORMATION. The term "Confidential Information"; means any information or material which
is proprietary to LLC, whether or not owned or developed by LLC, which is not generally known other than by LLC, and
which Licensee may obtain through any direct or indirect contact with LLC. Regardless of whether specifically identified
as confidential or proprietary, Confidential Information shall include any information provided by LLC concerning the
business, technology and information of LLC and any third party with which LLC deals, including, without limitation,
business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure,
discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property,
inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the
manner of disclosure are such that a reasonable person would understand it to be confidential.
 
A. "Confidential Information"; does not include:
 
- matters of public knowledge that result from disclosure by LLC;
- information rightfully received by Licensee from a third party without a duty of confidentiality;
- information independently developed by Licensee;
- information disclosed by operation of law;
- information disclosed by Licensee with the prior written consent of LLC;
- any other information that both parties agree in writing is not confidential.
 

6. PROTECTION OF CONFIDENTIAL INFORMATION. Licensee understands and acknowledges that the
Confidential Information has been developed or obtained by LLC by the investment of significant time, effort and
expense, and that the Confidential Information is a valuable, special and unique asset of LLC which provides LLC with a
significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by
Licensee of any Confidential Information, Licensee agrees as follows:
 
A. No Disclosure. Licensee will hold the Confidential Information in confidence and will not disclose the Confidential
Information to any person or entity without the prior written consent of LLC.
 
B. No Copying/Modifying. Licensee will not copy or modify any Confidential Information without the prior written
consent of LLC.
 
C. Unauthorized Use. Licensee shall promptly advise LLC if Licensee becomes aware of any possible unauthorized
disclosure or use of the Confidential Information.
 
D. Application to Employees. Licensee shall not disclose any Confidential Information to any employees of Licensee,
except those employees who are required to have the Confidential Information in order to perform their job duties in
connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information
is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of LLC.
 
7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through
friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will
resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating
to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The
arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
 
8. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored
Work by the other party or by any third party, and Licensee accepts the product "AS IS"; In no event will LLC be liable
for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.
 
9. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, Licensee grants back to LLC a non-
exclusive royalty-free license to use the Authored Work as LLC sees fit, including for the creation of derivative works;
provided, however, this license shall not limit Licensee’s rights and public rights under this License.
 
10. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall
have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party
is obtained.
 
11. TERMINATION. This Agreement may be terminated by either party by providing 7 days'; written notice to the other
party. This Agreement shall renew automatically after 24 months’ time. If Licensee wishes to terminate agreement, written
notice should be provided 30 days before 24-month period expires.
 
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or
oral agreements between the parties.
 
13. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by
both parties.
 
14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision
shall be deemed to be written, construed, and enforced as so limited.
 

15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance
with every provision of this Agreement.
 
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of New York.
 
17. SIGNATORIES. This Agreement is entered into on behalf of LLC by Christina Noon and on behalf of Licensee as
indicated by order and effective as of the date of order. By placing this order, Licensee agrees to be bound accordingly.

18. MISC. Any business advice given in the program is based upon experiences of LLC and is not to be considered legal
in nature or otherwise relied upon to make business decisions of Licensee. By placing this order, Licensee states that they
have read this agreement in full and agree to be bound by terms included.

19. CONTACT. Correspondences should be sent to the following: Happy Talk Song and Sign, LLC, 764 Oakwood
Avenue, East Aurora, New York 14052. Email: [email protected].