CWCNY letter EXHIBIT B Citizens of the World Charter Schools CWC LA License and Affiliation Agreement 5.16.13

7/30/2019 CWCNY letter EXHIBIT B Citizens of the World Charter Schools CWC LA License and Affiliation Agreement 5.16.13

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Draft dated 5/16/13CWC LA

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LICENSE AND AFFILIATION AGREEMENT

This LICENSE AND AFFILIATION AGREEMENT (the Agreement) is entered intoeffective as of ________ __, 2013 (the Effective Date) by and between Citizens of the WorldCharter Schools, a California nonprofit public benefit corporation (Licensor or the CWC

Network), and Citizens of the World Charter Schools Los Angeles, a California nonprofitpublic benefit corporation (Licensee).

RECITALS

WHEREAS, Licensee has been granted certain charters by the Los Angeles Unified SchoolDistrict, Charter Schools Division (the Authorizer) to operate one or more charter schools inLos Angeles (the Schools).

WHEREAS, the CWC Network was established to provide an excellent public education that isacademically rigorous and socioeconomically, racially and culturally diverse and builds

community both within and outside of the CWC schools;

WHEREAS, schools in the CWC Network will serve diverse neighborhood communities,providing a high-quality education for all students from kindergarten through high school. Withexceptional leadership at all levels and opportunities to participate in interactive, rigorouslearning experiences with students from all backgrounds, students in the CWC Network will beprepared for success in college, a diverse society, and a global economy. In addition, by offeringa viable public school option in these neighborhoods, the CWC schools will bring families backinto the public system;

WHEREAS, with whole communities engaged with each other in the public system andwitnessing children of all backgrounds thrive in a high-performing, diverse public school, theCWC Network will cultivate a true understanding that public education can work for all students.With a real skin in the game, CWC schools families, like the CWC Network, will be fueled byan increased sense of urgency to realize our countrys still untapped potential. By investing in itssuccess, our communities will help us move our country closer to an excellent, world-classAmerican public education system;

WHEREAS, the CWC Networks approach to teaching and learning stems from the followingcore beliefs regarding when learning best occurs:

- Students are treated as individuals, with lessons tailored to their differences andtaught in several ways

- Students construct their own meaning- Students are motivated to seek understanding through dynamic investigation and

exploration in the context of real world scenarios and projects- Students have clear and high expectations and receive appropriate guidance

and enthusiastic support- Standardized tests provide only a small part of the picture in determining student

achievements

B. LA Licensing Agreement


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- Students know how to collaborate, cooperate, and negotiate with diverse peopleand understand others perspectives;

WHEREAS, Licensor holds rights to certain trademarks and design marks for Citizens of theWorld and Citizens of the World Charter School, including but not limited to rights in

connection with United States trademark application Serial No. 85/235,575 (collectively, theMarks);

WHEREAS, Mark Gordon is the founder of Citizens of the World Charter School Hollywoodand was the indirect holder of the Marks prior to the assignment of the Marks to Licensor;

WHEREAS, prior to the merger of Citizens of the World Charter Schools with and intoLicensee, Mark Gordon caused certain rights to the Marks be assigned to Citizens of the WorldCharter Schools pursuant to that certain Assignment of Trademark dated November 16, 2011;

WHEREAS, Licensee desires to use the Marks in connection with nonprofit educational

activities in the territory identified herein;

WHEREAS, Licensor and Licensee are committed to creating and supporting public schoolsconforming to all of the goals outlined in the above paragraphs and as further detailed in Section3, below (collectively, the CWC Network Fundamentals);

WHEREAS, prior to the date hereof, Licensor has provided Licensee with certain services inorder to assist Licensee with the founding of certain of the Schools, including, without limitation,assisting with the preparation and submittal of the initial charter petitions, providing funding forthe formation and initial operations of Licensee and the Schools, assisting with the recruitment ofthe initial officers, directors and founding parents, assisting with the talent and facilitiesacquisitions, assisting with the preparation of Licensees federal tax-exemption application, andproviding other administrative and technical support (collectively, the Founding Support); and

WHEREAS, Licensor and Licensee look forward to ongoing collaborative efforts, throughdialogue, communication, interaction and mutual support, in the development of the Schools andtheir operations, curriculum, environment, facilities, communities and educational experienceand outcomes, all in furtherance of the CWC Network Fundamentals.

NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants andconditions contained herein, Licensor and Licensee hereby agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

1.1 Educational Activities shall mean nonprofit educational activities andprograms, encompassing students in grades from kindergarten through 12,as outlined in the charter approved by the Authorizer for each School(Charter), which shall be financially sustainable and designed to fulfill


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the CWC Network Fundamentals.

1.2 The CWC Network Liaison shall have the meaning provided in ExhibitA.

1.3 Marks shall mean and include all trademarks, service marks, designmarks, trade names, domain names, registrations and applications forregistration thereof, and any common law rights pertaining thereto,belonging to the Licensor, including those attached hereto as Exhibit B.

1.4 School or Schools shall mean those Los Angeles public schools listedon Exhibit C.

1.5 Territory means the Los Angeles Unified School District.

SECTION 2: LICENSE GRANT, NAMING RIGHTS AND

RESTRICTIONS

2.1 License. As of the Effective Date, and subject to the terms and conditionsof this Agreement, Licensor hereby grants to Licensee a non-transferable,non-sub-licensable and non-exclusive license to use, reproduce anddisplay the Marks in connection with its Educational Activities in theTerritory and only with respect to Licensee and its operation of theSchools (the License). Except with respect to the fees payable pursuantto Section 6.4 and allocable to the License, the License shall be non-royalty bearing.

2.2 Licensor Naming Rights. On all of its correspondence, websites,documents, signage, clothing, displays and marketing or advertisingmaterials of any kind, each School shall prominently identify itself by thename of such School substantially as set forth on Exhibit C and shall notrefer to itself by any other name without the prior written consent ofLicensor. In all cases, use of the licensed Marks shall be in compliancewith Licensors trademark guidelines as may be provided to Licensee fromtime to time. Each School operated by Licensee shall be listed on ExhibitC, which shall be updated by Licensor from time to time accordingly.

2.3 Ownership of Marks. Licensee acknowledges and agrees that the Marks,all applications and registrations therefore, and all associated rights, titleand goodwill, are or shall be owned solely by the Licensor, and thatLicensee shall never directly or indirectly contest Licensors ownership orthe validity of the Marks. Licensee shall (i) assist and cooperate withLicensor to perfect, enforce or acquire Licensors rights, titles andinterests in the Marks at Licensors expense, (ii) use its best efforts toprotect the Marks, and (iii) report promptly to Licensor any infringementof any of the Marks of which it has become aware. The License granted


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herein is not intended to be (and shall not be construed as) an assignment,and nothing herein confers on Licensee any right, title or interest in theMarks other than the limited rights of usage permitted by this Agreement.

2.4 Marks Protection. Licensor reserves the sole and exclusive right at its

discretion to assert claims against third parties for infringement or misuseof its Marks. Licensee shall, at Licensors expense, provide reasonableassistance to and cooperate with Licensor in connection therewith as maybe necessary to give effect to the foregoing. If Licensor elects to initiateany action or proceeding in connection with the licensed Marks, it may doso in its own name alone or may elect to join Licensee as a party. In theevent that Licensor joins Licensee as a party, Licensee shall not object tosuch joinder.

2.5 Use and Other Marks. All use of the licensed Marks shall inure solely tothe benefit of, and on behalf of, Licensor. Licensee shall not use or apply

to register any trademark that incorporates, includes, is a derivative of, orwould tend to dilute any Mark that is the subject of this Agreement, exceptas expressly authorized herein. Licensee shall not transfer, sublicense orpermit any third party the right to use any of the licensed Marks, in wholeor in part, without the prior written approval of the Licensor. Licenseeagrees that it shall not apply for registration of any of the licensed Marksor for any trademark, name, logo or other designation that Licensorbelieves, in good faith, to be confusingly similar to or which could dilutethe distinctiveness of the licensed Marks.

2.6 Non-disparagement. Licensee shall not use the licensed Marks in amanner that is disparaging to or that would otherwise harm the goodwillassociated with the Marks, or in any manner that suggests or implies arelationship between the parties other than the relationship that is set forthin this Agreement and any other agreements between the parties.

2.7 Future Claims. In the event that (a) there is a claim or demand madeagainst Licensor or Licensee with respect to any licensed Mark in anyjurisdiction, or (b) there is a determination in any court of competentjurisdiction or by any other governing authority that the right to use alicensed Mark is unenforceable in any jurisdiction, Licensor may notifyLicensee in writing that it is suspending or modifying the Licensees rightto use the relevant Mark in such jurisdiction until the applicable issue hasbeen resolved. In the event of such a notice of suspension or modification,Licensee shall be permitted a reasonable period of time, not to exceedthirty (30) days, to comply with such notice. Licensee shall be solelyresponsible and liable for any claim, demand, penalty or damages


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(including reasonable attorneys fees) (collectively, Costs) arising fromits continued use of any Mark after this period of time.

SECTION 3: QUALITY CONTROL

3.1 In order to maintain the quality of the Educational Activities and goodwillassociated with the Marks, (i) Licensor shall provide Licensee and the Schools, asapplicable, with academic, financial, administrative, technical and other forms ofsupport in furtherance of its educational purposes and the CWC NetworkFundamentals, as expressed herein, including, without limitation, the provision ofa CWC Network Liaison and the services set forth in Exhibit A (collectively, theCWC Network Services), and (ii) Licensee agrees to the comply with thefollowing provisions at all times, as applicable with respect to each School:

(a)Licensee shall comply with and be committed to the CWC NetworkFundamentals. The CWC Network Fundamentals require that

Licensees Educational Activities provide a socioeconomically,culturally, and racially diverse community of students with anintellectually challenging learning environment that develops eachindividual students confidence, potential, and individual responsibilityas citizens of the world in which we live. Fidelity to the CWCNetwork Fundamentals shall be evidenced by, with respect to eachSchool:

1. Socioeconomic Diversity Annual board-adopted enrollmenttargets and recruitment efforts that ensure that a minimum of 40% ofthe lottery participants and/or accepted applicants for each School areeligible for the National School Lunch Program (FRL Eligible);provided, however, that this Section 3.1(a)(1) shall be deemed satisfiedif 40% or more of the students enrolled at each School are FRLEligible.

2. Cultural and Racial Diversity Annual recruitment efforts thatensure that the demographic makeup of each School reflects theSchools diverse community, as described in the Charter for eachSchool, including ethnic, cultural and racial representation. All actionstaken to achieve cultural and racial diversity will be in strict adherenceto the law;

3. Academic Achievement Annual academic goals, andmeasureable steps to attain such goals, that ensure that at least 80% ofthe student population at each School, as measured by the CaliforniaStandardized Tests (CST) are performing at the Proficient orAdvanced level and that no more than 10% of the student population isperforming at the Below or Far Below Basic level. Notwithstandingthe foregoing, the parties hereto understand and agree that each School


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Activities, to confirm Licensees compliance with the CWC NetworkFundamentals and this Agreement. The confidentiality of studentrecords shall be maintained by both parties as required by applicablelaw.

(d)Licensee shall maintain complete records of its activities in a manneracceptable to Licensor and, unless otherwise provided by law, allowLicensor or its designee to review and inspect such records onreasonable notice to confirm Licensees compliance with the CWCNetwork Fundamentals and this Agreement. Licensee shall submitany other information related to its Educational Activities to Licensorat Licensors reasonable request, unless otherwise prohibited by law.

(e)Licensee shall provide regular financial reporting to the Licensor aspart of Licensees requirement to meet standards of financial viability.Licensee shall provide on a timely basis to Licensor all regular

financial reporting presented to Licensees Board of Directors as partof public Board meetings. At a minimum, Licensee shall providefinancial reports to Licensor on a quarterly basis and will includeappropriate periodic Income Statements, Balance Sheets, Cash FlowStatements, as well as approved Budgets and Forecasts.

(f) Licensee shall collect and maintain data on the academic achievementlevel of its students sufficient to allow Licensor to evaluate theprogress of these students and the effectiveness of the LicenseesEducational Activities, including compliance with Section 3.1(a)(3),above. Said data includes, without limitation, appropriate and timelylongitudinal data on the academic achievement level of its studentsusing state-mandated criterion-referenced tests, commerciallyavailable standardized tests, and/or other similar assessment toolsrequested by Licensor. Licensee shall promptly provide any and all ofthe above-referenced data and test results to Licensor upon availabilityand Licensors request.

(g)Licensee shall participate in and cooperate with a multi-day formalschool evaluation conducted from time to time by a team designatedby Licensor. This evaluation team will assess the quality of Licenseesacademic program and its compliance with the CWC NetworkFundamentals and this Agreement. In furtherance but not in limitationof the forgoing, at least annually, Licensor or its designee(s) mayconduct an evaluation of each School, utilizing quantitative andqualitative data to be provided by each School sufficient to allowLicensor to identify trends across each school in the CWC Network(i.e., schools with a license to utilize the Marks and required to pursuethe CWC Network Fundamentals), including promising practices to beshared within the CWC Network, including with Licensee and the


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Schools, and to offer a source of feedback to such CWC Networkschools that board members and school leaders may find useful insetting priorities and goals. Notwithstanding the foregoing, Licensorshall use reasonable efforts to seek to (i) conduct each Schoolsevaluation at a mutually agreeable time and (ii) avoid conducting a

School's evaluation during such times as the Authorizer for suchSchool is conducting an active review thereof.

(h)Licensee shall utilize the template for Principal and teacherevaluations to be provided by Licensor, which each School may utilizeindependently from its own evaluation materials, or which may besupplemented with School-specific goals and measures as desired. Aprimary professional development plan shall be created by thePrincipal of each School. Licensor reserves the right to require the useof certain aspects of Licensors CWC Network professionaldevelopment plans and initiatives.

(i) Licensees school leader must use his/her best efforts to attend theannual meeting of school leaders that use the Citizens of the Worldname.

(j) Licensee shall record, respond to and resolve any complaints byparents, students or teachers regarding its Educational Activities, andshall provide Licensor, upon request, with full information and accessto documents relating to any such complaints that are, or have been,subject to review by Licensee, including a review by its Board ofDirectors.

(k)Licensee must promptly seek approval from Licensor for any proposedmaterial change in its programs or Educational Activities, or of anychange in its governance.

(l) In consultation with Licensee, Licensor shall, at no cost to Licensee,direct and lead the initial Principal and school leader searches for eachnew School. Licensor shall have the further right to participate in theselection process for future Executive Directors, Principals and Schoolleaders. In consultation with Licensee, Licensor reserves the right toapprove any subsequent or replacement Executive Director or SchoolPrincipal. For the avoidance of doubt and subject to the foregoing, theparties acknowledge that Licensee retains ultimate authority over itsown hiring. In addition, Licensor may participate in, or direct incollaboration with the Licensee, the initial training and orientationprocess (onboarding) for Licensees initial and any subsequentExecutive Director and Principal for each School to ensure that theyare adequately supported in understanding the CWC NetworkFundamentals and the CWC Network, so that they are poised to


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successfully lead Licensee or a School. In furtherance but not inlimitation of the foregoing, Licensor, in consultation with Licensee,may require specific onboarding activities including but not limited toresidency in a CWC Network school.

(m)Licensee shall comply with all applicable laws, regulations, Charter orother agreements relating to the implementation, performance,production, promotion or distribution of any products or servicesrelated to Licensees Educational Activities.

(n)Each School shall admit students of any race, color, religion, nationaland ethnic origin to all the rights, privileges, programs, and activitiesgenerally accorded or made available to students at the schools.Licensee and each School shall not discriminate on the basis of race,color, religion, national and ethnic origin in the administration of theirEducational Activities, admissions policies, and athletic and other

school-administered programs; provided, however, thatimplementation of certain preferences in School admission lotteriesapproved by LAUSD and established in furtherance of Section3.1(a)(1), above, shall not be considered discrimination for purposeshereof.

(o)Unless required by law, Licensee shall not permit studies or datacollections of any kind to be performed at any School by third partieswithout the prior written consent of Licensor.

(p)Licensee shall at no charge to Licensor provide Licensor, at the timesand for the purposes set forth below, with samples, copies or picturesof any and all goods, packaging, documentation, manuals, advertising,websites, marketing or other materials that bear any of the licensedMarks or that Licensee intends to use or distribute in connection withthe Marks (collectively, Marks Materials). Marks Materialsconstituting substantive external communications (e.g., press releases,advertising, etc.) shall be provided to Licensor for its approval prior totheir distribution, such approval not to be unreasonably withheld ordelayed. Licensee shall endeavor to provide copies of all othersubstantive Marks Materials to Licensor prior to or reasonablycontemporaneously with their distribution for its approval, not to beunreasonably withheld or delayed, or consideration, as applicable.Nonsubstantive Marks Materials shall not be subject to the foregoingapproval requirements. Licensee agrees that the quality of anywebsites, goods and services with which it uses the licensed Marksshall be comparable to the quality of websites, goods and services withwhich the Licensor uses the licensed Marks, and shall substantiallycomply with the current Style Guide or other reasonable guidanceprovided by Licensor.


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3.2 If one or more of the provisions of Section 3.1 are not being met or so pursued,

Licensor shall provide written notice of such failure to Licensee in reasonabledetail, along with recommendations for satisfaction of such standards or thediligent pursuit thereof, including but not limited to alterations or additions to the

Licensees Educational Activities, subject to approval of the Authorizer, whererequired by law, and/or restrictions on the Licensees use of licensed Marks. If, inthe reasonable discretion of Licensor exercised in good faith, (1) suchrecommendations are not implemented within 60 days of such notice, or in anycase if such provision or provisions are not being met for a period of greater thanone year after the date of such notice, or (2) Licensee or any School has engagedin Gross Financial Mismanagement (as defined below), then Licensor mayunilaterally, and in its sole discretion, upon written notice to the Board, removeany School from Exhibit C (and thereby terminate the License with respect tosuch School) or terminate this Agreement in its entirety. Gross FinancialMismanagement shall mean gross financial mismanagement in accordance with

generally accepted accounting principles as evidenced by negative audits and/orsworn statements by LAUSD or the documentation of gross financialmismanagement by independent auditors. Without limiting the foregoing, GrossFinancial Mismanagement shall include, when evidenced in accordance with theforegoing, (i) fraud, (ii) gross incompetence or systemic and egregiousmismanagement of Licensees or any Schools finances or financial records, and(iii) failure to meet generally accepted accounting principles with the clear intentto defraud or mislead.

SECTION 4: LIMITATION ON LIABILITY

Disclaimer: THE LICENSED MARKS ARE PROVIDED AS IS WITHOUTWARRANTY OF ANY KIND, AND LICENSOR DISCLAIMS ANY REPRESENTATIONSOR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,WITH RESPECT TO THE LICENSED MARKS, INCLUDING, WITHOUT LIMITATION,ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FORA PARTICULAR PURPOSE.

SECTION 5: INDEMNIFICATION

5.1 Indemnification by Licensee. Licensee shall indemnify, defend and hold harmlessLicensor, and its officers, directors, employees and agents, from any Costsincurred by Licensor that may arise as a result of any third party action, causes,claims, demands or proceedings arising from or related to any action or failure toact on the part of Licensee which is not a result of negligence or breach byLicensor hereunder. Licensor shall give Licensee prompt notice of any suchactions, claims or proceedings, and information in the possession of Licensor thatis reasonably required for the defense of such actions, claims or proceedings.


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5.2 Indemnification by Licensor. Licensor shall indemnify, defend and holdharmless Licensee, and its officers, directors, employees and agents, from anyCosts incurred by Licensee that may arise as a result of any third party action,causes, claims, demands or proceedings arising from or related to any action orfailure to act on the part of Licensor which is not a result of negligence or breach

by Licensee hereunder. Licensee shall give Licensor prompt notice of any suchactions, claims or proceedings, and information in the possession of Licensee thatis reasonably required for the defense of such actions, claims or proceedings.

5.3 Insurance. Licensee shall obtain and at all times maintain a comprehensivegeneral liability insurance policy with combined single limit coverage of not lessthan $1,000,000.00, and shall name Licensor as an additional insured thereunder.Licensee shall promptly provide Licensor with a certificate establishing proof thatsuch a policy is in effect. Licensee shall provide Licensor ten (10) days writtennotice of any termination of said insurance policy along with a copy of thecertificate evidencing (i) Licensees subsequent such policy and (ii) the absence

of any time gap in the coverage between the terminated and replacement policies.Licensee shall immediately provide Licensor with written notice of any intentionby Licensee not to the pay the premium for its insurance policy or otherwiseterminate its policy without establishing a replacement insurance policy pursuantto this Section 5.3. If Licensee fails at any time to maintain the insurance policyrequired by this Section 5.3 as a result of any act or omission of Licensee,Licensor shall have the right to automatically terminate this Agreement. Forinformational purposes only, Licensee acknowledges that maintenance of theforegoing insurance requirements is a prerequisite to the application of theenhanced statutory protections from liability, benefitting Licensees volunteerdirectors, of the Federal Volunteer Protection Act of 1997 and related Californiastatutes.

SECTION 6: TERM AND FEES

6.1 Term: This Agreement shall be effective as of the Effective Date and shall remaineffective for an initial term equal to the duration of the term of Licensees firstapproved School Charter. This Agreement shall be automatically renewed foradditional terms upon and concurrent with the last to expire of any new, renewedor extended School Charter held by Licensee. Notwithstanding the foregoing, theterm of this Agreement remains subject to the termination provisions set forthherein.

6.2 Termination by Licensor: In addition to the termination provision set forth inSection 3.2 and 5.3, above, Licensor may terminate this Agreement, including anylicense granted by Licensor herein, or any rights granted by Licensor with respectto any licensed Mark, at any time in accordance with the following procedures:(i) Licensor shall provide written notice of a material breach to Licensee; (ii)Licensee shall have ninety (90) days from the date of such notice (the NoticeDate) to cure the material breach or take adequate steps within such ninety (90)


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day period that can be reasonably expected to cure the material breach within areasonable time period under the circumstances, not to exceed six months fromthe Notice Date; and (iii) if within ninety (90) days of the Notice Date suchmaterial breach remains uncured or if Licensor believes Licensee has not takenadequate steps to cure such material breach in accordance with the foregoing,

Licensor may terminate this Agreement. Notwithstanding the foregoing, Licensormay immediately terminate this Agreement, including any license granted hereinor rights granted by Licensor with respect to any licensed Mark, if Licensee, inthe reasonable determination of Licensor exercised in good faith: (a) fails toobtain or maintain a comprehensive general liability insurance policy in theamount and as provided for in paragraph 5.3, above; (b) files a petition inbankruptcy, becomes insolvent or otherwise incapable of meeting its financialobligations, or if a receiver is appointed for Licensee or for Licensees business;(c) discontinues its operations or ceases to use the licensed Marks; (d) is inmaterial breach of any term not reasonably subject to cure; (e) has its operationscome under the direction or control of personnel other than the person serving as

school leader (i.e., the Principal and Executive Director of each School) as of theEffective Date, unless said personnel have been approved in advance and inwriting by Licensor; (f) fails to comply with the requirements for tax-exemptstatus under Internal Revenue Code section 501(c)(3); or (g) engages in, or itsExecutive Director or any Principal or other School leader engages in, any act oromission or series of related acts or omissions which, in Licensors reasonablejudgment exercised in good faith, may be irrevocably and substantiallydetrimental to Licensors reputation, to the licensed Marks, or to the goodwillassociated therewith.

6.3 Termination by Licensee. Licensee may terminate this Agreement at any time inaccordance with the following procedures: (i) Licensee shall provide writtennotice of a material breach to Licensor; (ii) Licensor shall have ninety (90) daysfrom the date of such notice (the Notice Date) to cure the material breach ortake adequate steps within such ninety (90) day period that can be reasonablyexpected to cure the material breach within a reasonable time period under thecircumstances, not to exceed six months from the Notice Date; and (iii) if withinninety (90) days of the Notice Date such material breach remains uncured or ifLicensee believes Licensor has not taken adequate steps to cure such materialbreach in accordance with the foregoing, Licensee may terminate this Agreement.Licensee may terminate this Agreement, upon the good faith determination ofLicensee in consultation with Licensor, in the event of a material diminishment inthe goodwill associated with the Marks which (i) causes a measurable materialharm to any School, (ii) was not caused by an act or omission of Licensee, and(iii) continues for more than 90 days after an initial notice of such materialdiminishment by Licensee to Licensor, such notice to include a description of thematerial diminishment and harm to the School(s) in sufficient detail to allowLicensor a reasonable opportunity to restore the goodwill associated with theMarks. Notwithstanding the foregoing, Licensee may immediately terminate thisAgreement if Licensor, in the reasonable determination of Licensee exercised in


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good faith: (a) files a petition in bankruptcy, becomes insolvent or otherwiseincapable of meeting its financial obligations, or if a receiver is appointed forLicensor or for Licensors business; (b) discontinues its operations; or (c) is inmaterial breach of any term not reasonably subject to cure.

6.4 Fees: In consideration of Licensees use of the Marks and Licensors provision ofacademic, financial, administrative, technical and other forms of support,including but not limited to the CWC Network Services, Licensee shall pay toLicensor, within fifteen (15) days of the end of each month beginning July 2013,the following percentages of Licensees Subject Revenue (as defined below)with respect to the applicable month for such School:

(a) For Citizens of the World Charter School 3 (a.k.a. CWC Mar Vista), twopercent (2%) in fiscal years 2013-14, one and three-quarters percent (1.75%) infiscal year 2014-15, one and one half percent (1.50%) in fiscal year 2015-16, oneand one-quarter percent (1.25%) in fiscal year 2016-17 and one percent (1%) for

all years thereafter.

(b) For Citizens of the World Charter School 2 (a.k.a. CWC Silver Lake), oneand three-quarters percent (1.75%) in fiscal year 2013-14, one and one halfpercent (1.5%) in fiscal year 2014-15, one and one-quarter percent (1.25%) infiscal year 2015-16 and one percent (1%) for all years thereafter.

(c) For Citizens of the World Charter School Hollywood, one percent (1%) infiscal year 2015-16 and all years thereafter.

For the avoidance of doubt and notwithstanding anything to the contrary in thisAgreement (including Exhibit A), the parties hereby acknowledge that the Feesrequired by this Section 6.4 do not reflect consideration for the provision byLicensor of the Founding Support.

Subject Revenue shall include Licensees total revenue less the followingrevenue items: Special Education, Child Nutrition, SB740, Public Charter SchoolGrant Program, Title I, II, III, IV, V, any parent contributions and donations, andany non-government grants and donations.

Subject Revenue shall be calculated based on revenue recorded on a cash basis.Fees shall be reconciled after the annual audits are finalized for the Schools. IfLicensee has overpaid Fees during the school year, Licensor shall reimburseLicensee for the overpayment amount within thirty (30) days of the audit. IfLicensee has underpaid fees during the school year, Licensee shall pay theunderpayment amount to Licensor within thirty (30) days of written notice of thefinal amount of fees as so reconciled pursuant to the audit.

6.5 Effect of Termination. Upon termination, resignation or expiration of thisAgreement for any reason, Licensee will not have any right to make any use


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whatsoever of the Marks. To the extent that Licensees corporate name includesany of the Marks, including but not limited to the Citizens of the World name,and unless expressly agreed to in writing by Licensor, Licensee shall (i)immediately request of the Authorizer that its name be changed to a name thatdoes not include any of the Marks, or any portion of the Marks, following

termination or expiration of this Agreement, (ii) use its best efforts to pursue suchname change request and (iii) except where legally obligated to use its currentname pending such change, immediately cease use of its name that includes theMarks or any portion of the Marks pending such name change and immediatelybegin use of a doing business as fictitious name that does not include any of theMarks, or any portion of the Marks.

6.6 Survival Upon Termination: The provisions of this Agreement relating to theOwnership of Marks (Section 2.3), Marks Protection (Section 2.4), Limitation ofLiability (Section 4), Indemnification (Section 5), Fees (accrued prior totermination) (Section 6.4), and Co-Development and Intellectual Property

(Section 7) shall survive the termination of this Agreement for any reason.

SECTION 7: GENERAL PROVISIONS

7.1 This Agreement and any dispute arising from the performance or breach thereofshall be governed by and enforced in accordance with the laws of the State ofCalifornia, without reference to any conflict of laws provisions.

7.2 Severability: In the event that any provision of this Agreement is found to beinvalid, illegal or unenforceable in any jurisdiction, all other provisions hereofshall remain in full force and effect, and such invalidity, illegality orunenforceability shall not affect the validity, legality and enforceability of allother provisions.

7.3 No Modification or Waiver: In June of 2016 and every five years thereafter, theparties shall enter into good faith discussions as to desired modifications to theCWC Network Services and the fees described in Section 6.4. Notwithstandingthe forgoing, there shall be no amendment, modification or waiver of anyprovision of this Agreement unless made in writing by both parties hereto. Noprovision of this Agreement shall be varied, contradicted or explained by any oralagreement, course of dealing or performance. No failure on the part of either partyto exercise any right under this Agreement, or any right provided by state law orequity or otherwise, shall impair, prejudice or constitute a waiver of any suchright.

7.4 Successors and Assigns: This Agreement shall be binding upon and inure to thebenefit of the Licensor and Licensee, and their respective successors and assigns,provided that this Agreement may not be assigned or transferred, directly orindirectly, by Licensee to any third party, whether by operation of law orotherwise, without the prior written consent of Licensor. Nothing in this


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Agreement shall be construed to limit the right of Licensor to assign the Marks orthis Agreement, provided that the transferee or assignee agrees in writing to bebound by the terms and conditions of this Agreement.

7.5 Independent Contractors: Nothing in this Agreement is intended, or is to be

construed, to constitute a partnership or any other relationship between the partieshereto. Neither of the parties to this Agreement shall have any express or impliedright or authority to assume or create any obligation on behalf of any other party,or to bind any other party to any contract, undertaking or agreement with anythird party.

7.6 Entire Agreement: This Agreement embodies the entire understanding betweenthe parties hereto, including with respect to the licensed Marks, and supersedesany prior communications, representations or understandings with respect thereto,whether written or oral.

SECTION 8: NOTICES

8.1 In the event that there is a suit, claim, demand, determination, judgment or anyother legal proceeding initiated or made against Licensee in or by any court or othergovernmental body or legal authority, including but not limited to the Authorizer, Licensee shallpromptly notify Licensor in writing with a detailed description of the matter and a copy of anynon-legally privileged documentation thereof.

8.2 Any notices or other communications required to be given by either partypursuant to this Agreement shall be in writing and personally delivered or sent bycertified or registered mail, or by commercial overnight courier service with trackingcapabilities, costs prepaid, to the following address, respectively, which address may bereplaced by notice in writing to the other party hereto:

To Licensor:

Citizens of the World Charter Schoolsc/o Carrie Wagner, Secretary5731 Wilshire Blvd., Suite 210Los Angeles, CA 90036

To Licensee:

Citizens of the World Charter Schools Los Angelesc/o Amy Dresser Held, Executive Director1367 N. St. Andrews PlaceLos Angeles, CA 90028

(Signature page follows)


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IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to beentered into as of the Effective Date.

LICENSOR

Citizens of the World Charter Schools,a California nonprofit public benefit corporation

By: _________________________________J. Kristean DragonPresident

LICENSEE

Citizens of the World Charter Schools Los Angeles,a California nonprofit public benefit corporation

By: _________________________________Eugene StraubSecretary and Chief Financial Officer


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79208.000002 EMF_US 42898984v11

EXHIBIT A

CWC Network Services


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EXHIBIT B

1. U.S. Trademark Registration No. 4,057,645(Application No. 85/235,575)

Mark: CITIZENS OF THE WORLD CHARTER SCHOOLAttorney Docket No. 79208.000002

2. All potential, pending or existing service marks, logos, design marks, trade names,domain names, registrations and applications for registration thereof with respect to thetrademark listed in item 1, above, or any substantially similar mark, including but notlimited to Citizens of the World and CWC.


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EXHIBIT C

1. Citizens of the World Charter School Hollywood (CWC Hollywood)2. Citizens of the World Charter School 2 (CWC Silver Lake)

3. Citizens of the World Charter School 3 (CWC Mar Vista)

CWCNY letter EXHIBIT B Citizens of the World Charter Schools CWC LA License and Affiliation Agreement 5.16.13

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