AGREEMENT ENTERED IN THE CITY AND DISTRICT OF MONTREAL, THIS
______________________DAY OF __________2003
By and between: CANADA COLLEGE OF EDUCATION (CCE), a duly incorporated company, doing business under the name of: "CANADA COLLEGE OF EDUCATION and College of Clinical Engineering" herein acting and represented by its president, Mr/Mrs. ………,
(Hereinafter referred to as the "LICENSOR")
The -------------------------------legally incorporated under the Law of Korea, having its head office at ------------------------------, and duly represented by Mr,/Mrs…….. its Chairman.
(Hereinafter referred to as the "LICENSEE")
WHEREAS the LICENSOR operates in the City of Montreal an establishment providing Educational Programs to students, the whole under the trade name (the "Trade Name") of "The College of Engineering", under the charter of Canada College of Education (CCE);
WHEREAS the LICENSOR has developed a unique education system (the :System") for the provision of Educational Programs to students;
WHEREAS the LICENSEE is desirous of acquiring from the LICENSOR the right and license to operate in the Territory (as this term is hereinafter defined) colleges providing Educational Programs using the Licensor,s System and Trade Name, the Whole upon the terms and conditions hereinafter setforth;
WHEREFORE THE PARTIES AGREE AS FOLLOWS:
The preamble hereinbefore is true and will form an integral part hereof;
Where used herein the following terms shall have the following meanings:
"Educational Programs" refers to the programs that will be provided by the LICENSEE to its students in the Territory through the use of the System;
"Initial Term" means the period commencing upon execution of this agreement and terminating on March 1st 2002
"Licensed Business" means the establishment by the LICENSEE of colleges in the Territory providing the Educational Programs;
"Territory" means the following, namely: Indonesia
Grant of Rights
The LICENSOR hereby grants the LICENSEE the exclusive right during the Initial Term to establish colleges in the Territory using the System developed by CCE.
Initial Fee and Royalty
In consideration of the LICENSEE receiving the opportunity to establish the Licensed Business, the LICENSEE shall pay to the LICENSOR, forthwith upon execution of this agreement an initial non-recurring, non-refundable licensing fee in the amount of $XXXX.(NOT REQUIRED in 2003) This initial licensing fee shall be deemed to be fully earned by the LICENSOR when paid and in consideration of the grant by it to the LICENSEE of the opportunity to establish the Licensed Business as herein provided, and the LICENSEE shall not be entitled to a refund of any part thereof, regardless of the date of termination of this agreement; (NOT Required if signed in 2003)
Payable as follows:
1st payment of $XXXX(NOT REQUIRED in 2003) given upon signing of this contract. (NOT Required if signed in 2003)
2nd payment of $XXXX (NOT REQUIRED in 2003) to be paid the same day that registration of students (at the LIICENSEE centre) starts. (NOT Required if signed in 2003)
In return for the rights and privileges granted to the LICENSEE hereunder, the LICENSEE shall pay to the LICENSOR throughout the Initial Term of this agreement and any renewal thereof a royalty of:
The following20% of all the Gross Income generated by either registration or tuition fees paid by the students in the TERRITORY for the Educational Programs: English as a Second Language, Clinical Engineering, Network Engineering, Software Engineering and any other program developed for the territory with LISENSOR approval. (Depend on the country’s educational needs and the market feasibility studies, the LISENSEE might ask the LISENSOR to offer a new program of studies.) in the College operated by the LICENSEE; said sum to be payable thirty (30) days after the program commences.
For the first year of the Franchise contract and all subsequent years,20% of the gross Income. If the Gross Income generated exceeds 1 Million CDN dollars; both parties shall renegotiate the percentage at a new level.
The LICENSEE shall have the right to conduct such advertising and promotion in respect of the Licensed Business, which advertising shall include the use of the Trade Name, as the LICENSEE shall, in its reasonable discretion desire, provided that:
Rules of Advertising
The LICENSEE shall advertise and promote only in a manner that will reflect favorably on the LICENSOR and the LICENSEE, and the Services and the good name, goodwill and reputation thereof;
More particularly, the LICENSEE shall have the right in its advertising to mention that it is affiliated to the LICENSOR and the Trade Name can be
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