PEACEFUL PLAYGROUNDS PROGRAMS™ SINGLE SCHOOL SITE GRANT AND CERTIFICATE OF LICENSE

Subject to the terms and conditions set forth in this Grant of License and in the attached Exhibit A, Peaceful Playgrounds hereby grants to Licensee a license to utilize Licensed Materials for the singular and exclusive purpose of Licensee installing and implementing a PEACEFUL PLAYGROUNDS PROGRAM / PEACEFUL PLAYGROUNDS WALKING/JOGGING TRACK, PEACEFUL PLAYGROUNDS 2 GO GAMES OR PEACEFUL PLAYGROUNDS STENCILS at the Registered Licensee Site.

“Licensed Materials” means any and all Peaceful Playgrounds’ proprietary and copyrighted materials, program methodology, and/or Playground Designs, including, but not limited to, Peaceful Playgrounds Program™ materials, know how, trade secrets, theories, research and development procedures, marketing techniques and materials, pricing policies, business plans, videos, Activity Guides, blueprints, Staff Development Kits, stencils and related materials.

The License shall begin upon Peaceful Playgrounds’ receipt of a License Fee and shall continue until terminated as provided in Exhibit A.

Restrictions on Use. The License granted is non-transferable to any other user nor useable at any other site. Any attempt (without Peaceful Playgrounds’ written consent) to assign any rights or delegate any duties or obligations under this Agreement shall be void.

EXHIBIT A

PEACEFUL PLAYGROUNDS PROGRAMS™ SINGLE SCHOOL SITE GRANT AND CERTIFICATE OF LICENSE

I. LICENSE FEE

A. The License Fee includes only those materials and services set forth in the PEACEFUL PLAYGROUNDS PROGRAMS™ SINGLE SCHOOL SITE GRANT AND CERTIFICATE OF LICENSE to this Agreement. The fee does not include applicable taxes and shipping costs.

II. NON-DISCLOSURE

A. Licensee acknowledges and agrees that:

1. Peaceful Playgrounds and its employees have devoted substantial time, effort and resources to developing Peaceful Playgrounds’ Licensed Materials and its other confidential and proprietary information and that such trade secrets and other information are vital to the successful conduct of Peaceful Playgrounds’ business in the future. Because of Licensee’s access to Peaceful Playgrounds’ Licensed Materials, Licensee would be in a unique position to divert business from Peaceful Playgrounds and to commit irreparable damage to Peaceful Playgrounds. The ability to enforce restrictive covenants against Licensee is a material inducement to the decision of Peaceful Playgrounds to provide Licensee with the Licensed Materials;
2. The Licensed Materials are considered confidential trade secrets, in that they are secret and not generally known to the public and are the product of Peaceful Playgrounds’ own expenditure of time, effort, money and/or creative skill; and
3. The Licensed Materials were, and are, disclosed to Licensee on a confidential and secret basis for the sole and exclusive purpose of Licensee becoming a Peaceful Playgrounds customer.

B. Licensee shall not (nor will Licensee assist any other person to do so) directly or indirectly reveal, report, publish or disclose the Licensed Materials to any person, firm or corporation not expressly authorized by Peaceful Playgrounds to receive such Licensed Materials, or use (or assist any person to use) such Licensed Materials except for the benefit of Peaceful Playgrounds.

C. Licensee shall not permit its employees or other third parties to divulge any information regarding the Licensed Materials without the prior written consent of Peaceful Playgrounds.

D. Licensee shall not, without the prior written approval of Peaceful Playgrounds, use the Licensed Materials for any purpose other than as authorized by Peaceful Playgrounds in writing.

III. PENALTY FOR UNAUTHORIZED USE OF LICENSED MATERIALS

Licensee acknowledges, covenants and agrees that the Licensee’s shall use the Licensed Materials only as permitted per the terms of this Agreement. License use shall be subject to restrictions and standards as Peaceful Playgrounds may from time-to-time adopt.

A. Rights and Remedies Upon Breach. Any use or transmission of the Licensed Materials beyond the Registered School Site will result in potential prosecution for copyright and/or trademark infringement, including, but not limited to:

1. Specific Performance. The right and remedy to have the License Agreement specifically enforced by any court having equity jurisdiction, all without the need to post a bond or any other security or to prove any amount of actual damage or that money damages would not provide an adequate remedy, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide adequate remedy to the Company.
2. Accounting and Indemnification. The right and remedy to require Licensee to account for and pay over to Company all of its lost profits and all compensation, profits, monies, or other benefits derived or received by Licensee (or any party associated with Licensee) deriving such benefits as a result of any breach of the Agreement.
3. Injunctive Relief. The proprietary information of Peaceful Playgrounds is of a special, unique, unusual and extraordinary nature, which gives it a peculiar value, the loss of which cannot reasonably or adequately be compensated for in damages in an action at law. The breach by Licensee of any provision of this Agreement would cause Peaceful Playgrounds irreparable injury and damage, the measure of which could not be adequately measured by law. Peaceful Playgrounds shall be entitled, as a matter of right in addition to and without the prejudice of any other right or remedy, to injunctive and other equitable relief in an appropriate count to prevent the violation of any provision of this Agreement by Licensee and/or to cause Licensee to comply with the respective provisions hereof, as applicable. Licensee hereby consents to the granting of such injunctive or other equitable relief. The exercise by Peaceful Playgrounds of any of its rights hereunder shall not constitute a waiver by Peaceful Playgrounds of any other rights which it may have to damages or otherwise.

IV. Termination

A. This Agreement shall terminate:

1. Upon thirty (30) days written notice of termination by one party to the other for breach of any provision, covenant or obligation of this Agreement.
2. If an assignment is made of Licensee’s business for the benefit of creditors, if a receiver, trustee in bankruptcy or like official is appointed to take all or part of Licensee’s property, or if Licensee ceases doing business in the ordinary course.
3. If there is a change in the control or majority ownership of Licensee not otherwise agreed to in writing by Licensee.

B. Upon termination, Licensee shall discontinue using the Licensed Materials.

V. INTERPRETATION AND ENFORCEMENT

A. Entire Agreement. This Agreement states the entire agreement between the parties and supersedes all proposals, oral or written, and all other com­munications between the parties relating to this Agreement.

B. Severability. If any provision of this Agreement shall be held by a court or other adjudicative body with jurisdiction thereof to be illegal, against public policy, or otherwise unenforceable, such holding shall not affect the enforceability of any other provisions. The parties further agree that such offending provision shall be deleted from this Agreement as of the effective date hereof, as if it had never existed.

C. Notices. All notices or other communications to Peaceful Playgrounds shall be in writing, sent by air or express mail, and shall be deemed given if (i) delivered by FedEx, signature required or other similar method, (ii) or mailed by registered United States mail return receipt requested, or (iii) sent by facsimile to the address set forth below:

Peaceful Playgrounds, Inc.
Attention: Melinda Bossenmeyer
17975 Collier Ave.
Lake Elsinore, CA 92530

All notices or other communications to Licensee shall be sent to Licensee at the address indicated on the Grant and Certificate of License.

D. No Waiver or Modification. No waiver or modification of this Agreement or of any covenant, condition or limitation herein shall be valid unless in writing and duly executed by the party to be charged therewith.

E. Full Understanding. Except as otherwise expressly provided for herein, there are no other representations or warranties, express or implied, written or oral concerning the parties or the subject matter hereof. F. Arbitration/Mediation. If a dispute arises from or relates to this Agreement or the breach thereof and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute in an amicable manner by mediation administered by ADR in Los Angeles, California before resorting to binding arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this contract or breach thereof shall be settled by binding arbitration administered by ADR in Los Angeles, California in accordance with California law and ADR’s then Rules and Procedures. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The arbitrator shall determine all questions of arbitrability, including, without limitation, the scope of this agreement to arbitrate, the subject matter of the dispute, and any other disagreement or conflict among the Parties whether such dispute existed prior to, or arises after, the date of this Agreement in accordance with California law.

The arbitrator, in the interest of justice, shall have the power to order discovery reasonably necessary to enable the Parties to participate effectively in the evidentiary hearing. Consistent with the Parties’ intent that the arbitration be an efficient and economical proceeding, the scope of discovery shall include, but not limited to, a prehearing exchange of non-privileged documents, depositions, summaries of testimony of proposed witnesses, and other appropriate discovery of information.

The arbitrator shall have the authority to award any remedy or relief that a California court, or any federal court sitting in California, could order or grant including, without limitation, specific performance of any obligation created under this Agreement. The arbitrator is empowered to award damages in excess of compensatory damages including punitive damages, exemplary or similar damages, and as award of arbitration, costs to a Party to compensate for dilatory or bad faith conduct in the arbitration.

The arbitrator is authorized to award any Party such sums as he or she deems proper for the expense and trouble of arbitration including arbitrator’s and attorneys’ fees and interest, at such rate and from such date the arbitrator may fix.