SayPro Licensing and Royalty Agreement

SayPro Licensing and Royalty Agreement for Educational Content

I. Introduction

This Licensing and Royalty Agreement outlines the terms and conditions under which SayPro’s educational content, tools, and resources (the “Content”) will be made available for use by educational institutions, including schools, school districts, and other educational entities (the “Licensee”). This agreement is designed to establish a clear framework for payment structures, usage rights, delivery mechanisms, and the management of royalties associated with the use of SayPro’s educational resources.

II. Definitions

• Content: Educational materials, digital textbooks, e-learning modules, interactive lessons, assessments, virtual classrooms, and any other digital resources provided by SayPro.
• Licensee: The educational institution (e.g., school, school district, educational organization) receiving the rights to use SayPro’s content.
• License: The right granted by SayPro to the Licensee to use, distribute, and access the Content in accordance with the terms of this agreement.
• Royalty: A fee paid by the Licensee to SayPro for the use of its Content, based on the terms set forth in this agreement.

III. Scope of License

1. License Grant:
   • SayPro grants the Licensee a non-exclusive, non-transferable license to use the Content within the scope of this agreement, solely for educational purposes within the Licensee’s designated institutions or locations.
   • The Licensee may use the Content for teaching, student engagement, assessments, and other instructional activities.
2. License Duration:
   • The License is granted for an initial term of one year (the “Initial Term”), starting from the date of the agreement’s execution. Upon mutual agreement, the License may be renewed for additional terms of one year, unless terminated in accordance with the agreement’s termination provisions.
3. Territory:
   • The License is granted for use within the geographical territory specified in the agreement (e.g., specific school district, state, country).
4. Usage Rights:
   • The Licensee is permitted to use, display, and distribute the Content solely within the institution and to students enrolled within that institution.
   • The Licensee may not sublicense, rent, lease, or redistribute the Content outside the institution without prior written consent from SayPro.

IV. Royalty Payment Structure

1. Payment Models:
   • SayPro and the Licensee will agree on a specific payment model for the license, which may include one or more of the following options:
   • Subscription-Based: The Licensee pays an annual subscription fee for access to the Content.
     • Payment Terms: Payment is due annually in advance.
     • Pricing: The subscription fee may be based on the number of students, schools, or courses that will use the Content.
   • Per-Class Licensing: The Licensee pays a fee for each class or course that uses the Content.
     • Payment Terms: Payment is due on a per-class basis, with terms outlined based on the duration of the course.
     • Pricing: The fee is based on the number of students enrolled in the class or course.
   • Per-Student Licensing: The Licensee pays a fee for each student using the Content.
     • Payment Terms: Payment may be annual or per semester, based on the number of students enrolled and using SayPro’s content.
     • Pricing: A fixed fee per student.
   • One-Time Payment: The Licensee pays a one-time upfront fee for perpetual use of the Content (less common for digital platforms but possible for certain products).
     • Payment Terms: Payment is due upon the signing of the agreement, and no recurring payments are required.
2. Royalty Payment Structure:
   • Royalty Rate: SayPro will receive a royalty payment for each use or distribution of its Content based on the following formulas:
     • Per-Class Royalty: A fixed royalty amount per class or course in which SayPro’s Content is used.
     • Per-Student Royalty: A fixed royalty amount per student enrolled in the institution or using the Content.
     • Usage-Based Royalty: Royalty payments based on the actual usage of the Content, such as the number of logins, sessions, or resources accessed by students.
3. Payment Terms and Schedule:
   • Invoicing: SayPro will invoice the Licensee at the start of each payment period (e.g., annually, quarterly, or per semester). Invoices will outline the amount owed based on the agreed-upon royalty model.
   • Payment Due Date: Payment is due within 30 days of receiving the invoice unless otherwise specified.
   • Late Payments: Payments not received within 30 days of the due date will incur a late fee of 2% per month of the overdue amount.

V. Content Delivery Mechanisms

1. Access to Content:
   • SayPro will provide the Licensee with secure access to the Content through its digital platforms, which may include:
     • Online Portal: A web-based interface through which teachers and students can access educational resources.
     • Learning Management System (LMS) Integration: Content delivered via an LMS such as Moodle, Google Classroom, or other platforms used by the Licensee.
     • Offline Access: If applicable, SayPro will provide downloadable versions of certain content for offline use.
2. Updates and Enhancements:
   • SayPro will provide ongoing updates, new content, and enhancements to ensure that the Content remains current and aligned with curriculum standards.
   • Updates will be provided at no additional cost during the license period.
3. Support Services:
   • SayPro will offer technical support to the Licensee, including:
     • Access to a Help Desk: For troubleshooting and user assistance.
     • Regular Training: Webinars and in-person training sessions for educators to optimize the use of the platform.

VI. Termination and Renewal

1. Termination by Licensee:
   • The Licensee may terminate the agreement with 30 days’ written notice before the end of the current term if the Content no longer meets the needs of the institution.
   • If the Licensee terminates the agreement early, they are responsible for paying any fees owed up to the date of termination.
2. Termination by SayPro:
   • SayPro may terminate the agreement with 30 days’ written notice if the Licensee fails to pay royalties or violate any of the agreement’s terms, including unauthorized use of the Content.
3. Automatic Renewal:
   • The agreement may automatically renew for additional terms (e.g., one year), unless either party provides written notice of non-renewal 60 days before the renewal date.
4. Post-Termination Rights:
   • Upon termination, the Licensee must cease all use of the Content and return or delete any copies of the Content in their possession.
   • Royalties and payments owed up until the termination date must still be paid.

VII. Confidentiality and Intellectual Property Rights

1. Ownership of Content:
   • SayPro retains all intellectual property rights to the Content, including copyrights, trademarks, and patents.
   • The Licensee does not have ownership rights to the Content but is granted a license for educational use as defined in this agreement.
2. Confidentiality:
   • Both parties agree to maintain the confidentiality of any proprietary information, including curriculum plans, student data, and other confidential materials shared during the partnership.
   • Confidentiality obligations will continue even after the termination of this agreement.

VIII. Miscellaneous Terms

1. Indemnification:
   • The Licensee agrees to indemnify SayPro from any claims or damages resulting from the Licensee’s misuse of the Content or failure to comply with the terms of the agreement.
2. Dispute Resolution:
   • Any disputes arising from this agreement will be resolved through mediation or, if necessary, binding arbitration, in accordance with the laws of the jurisdiction specified in the agreement.
3. Force Majeure:
   • Neither party will be held liable for any failure to perform their obligations due to circumstances beyond their control, such as natural disasters, government restrictions, or technological disruptions.

IX. Conclusion

This Licensing and Royalty Agreement establishes the terms under which SayPro will provide its educational Content to Licensees, ensuring clear guidelines for payment, usage, support, and termination. By defining these terms, both parties can ensure a productive and mutually beneficial partnership that promotes educational success while allowing SayPro to generate revenue from its proprietary resources.

End of Agreement