I-!

SCD
LEARN. TEACH. LEAD.

1703 North Beauregard Street Alexandria, VA 223111714 USA 1-703-5789600 or 1-800-933-2723 1-7030575-5400 (fax) www.ascd.org

Mrs. Cat Russo ASCD Translation Rights translations@ascd.org Agreement #2013-032

Translation Rights and Publishing Agreement

THIS AGREEMENT entered into this 6th Day of July 2013 ("Effective Date") by and between the ASCD (the Association for Supervision and Curriculum Development), a Virginia non-profit organization, having its place of business at 1703 Beauregard St., Alexandria, VA 22311-1714 USA ("Proprietor'), and Building International Bridges Inc., 2314 Desota Drive, Fort Lauderdale FL 33301 ("Publisher').

BACKGROUND I Proprietor is a publisher of professional development materials for teachers. Publisher desires to translate certain of these works into a language other than English and reproduce and distribute the translated works in a geographic area outside the United States, and Proprietor desires to grant rights to Publisher in connection with such translations on terms set forth in this Agreement.

AGREEMENT For valuable consideration the receipt and sufficiently of which is hereby acknowledged, and intending to be legally bound hereby, Proprietor warrants and guarantees to Publisher that it has the full power to make this agreement; and that the following listed Work(s) are in no wayan infringement of any existing copyright. Therefore, Proprietor and Publisher hereby agree to the following terms and conditions:

1. License Grant. Proprietor hereby grants to Publisher a non-exclusive, assignable, limited license for six (6) year term to a. translate the following work(s): ASCDID 104438Title Author(s) Littky, Dennis with Samantha Grabelle Littky, Dennis with Samantha Grabelle Littky, Dennis with Samantha Grabelle

revocable, non-transferable,

non-

Copyright Year 2004 2004 2004

ISBN # 9780871209719 9780871209719 9780871209719 TOTAL

One-Time Fee $750 $750 $750 $2,250

Big Picture, The: Education Is Evervone's Business Big Picture, The: Education Is 104438-ltalian Everyone's Business Big Picture, The: Education Is 104438Everyone's Business' Turkish
Portuquese

(hereinafter referred to as the "Work(s)") Work, a "Translation"), b.

into Portuguese, Italian, and Turkish LANGUAGES

(each translated

publish, distribute, and sell via POD (Print on demand) a maximum of 1,500 copies ("Maximum Allowance") of each language in both printed and digital 'e-book" versions of the Translation(s) in its entirety WORLDWIDE (the "Territory"); and promote and market the Translations(s) solely in the Territory.

c.

Agreement #2013-032

2. Restrictions; Reservation of Rights. All rights not expressly granted to Publisher under this Agreement shall be reserved to Proprietor. Without limiting the foregoing sentence, the grant of rights set forth in Section 1 does not include: a. subsidiary rights for publication in optical, digital formats other than "E-book," or any other forms now existing or yet to be devised; use of the cover design, cover art, or cover graphics utilized in Proprietor's edition of the Work(s); or the right to sub-license or license any rights granted to Publisher herein. The rights granted in this Agreement apply to the editions of the Work(s) specified above and do not apply to any previous or subsequent edition or revisions of the Work(s) issued by the Proprietor. Use of Proprietor's trademarks and logos in connection with Publisher's publication, distribution, and sale of the Translation(s) is strictly prohibited.

b.
c.

3. Term. This Agreement shall commence on the Effective Date and, unless terminated as provided herein, shall remain in effect until the earlier of (i) six (6) years from the Effective Date, or (ii) the date Publisher reaches the Maximum Allowance ("Term").

4. Translations.
a. b. Publisher agrees that the Translation(s) shall be faithfully and accurately made and that no material shall be added to or deleted from the Work(s) without the advance written consent of Proprietor. Proprietor agrees that the copyright in each Translation shall be owned by Publisher. Publisher shall, at its expense, take all steps necessary to secure Publisher's rights and those of the author in the Translation and prosecute any person or company who infringes upon such copyright. Publisher agrees to notify Proprietor promptly in writing in the event that any person or company that infringes upon such copyright. In addition to the copyright notice required in the Territory, if any, Publisher shall include in the Translation, printed in the English language on the title page of each Translation: a. b. c. the name of the author and title of the Work; credit to Proprietor as publisher of the original Work; and the copyright notice in exactly the same form (including the date of original publication) as in Proprietor's editions of the Work as follows: "Translated and published by [INSERT NAME OF PUBLISHER] with permission from ASCD. This translated work is based on [INSERT TITLE OF ORIGINAL WORK IN ITALICS] by [INSERT NAMES OF AUTHOR(S)]. [INSERT COPYRIGHT YEAR] ASCD. All Rights Reserved. ASCD is not affiliated with [INSERT NAME OF PUBLISHER] or responsible for the quality of this translated work." d. Publisher shall, at its expense, obtain permission to use in the Translation(s) any photographs, illustrations, artwork, quotations, or other copyrighted material in the Work(s) for which Proprietor does not hold copyright.

c.

5. a.

Publication; Distribution. Publisher agrees to publish in physical book form at least Fifty (50) copies of each Translation(s) as per the following schedule: Portuguese edition--eighteen (18) months after the Effective Date of this Agreement; Italian edition-24 months after the Effective Date; Turkish Edition, 30 months after the Effective Date, and to promptly notify Proprietor when each Translation has been published, specifying the number of copies printed, and the retail price for each. Upon failure to publish and disseminate said copies within said time period(s), all rights herein granted to the Publisher shall revert to Proprietor and Proprietor may terminate this Agreement as provided in Section 9, except that Proprietor will be entitled to all payments previously made by or due from Publisher. By October 31,2013, Publisher must notify Proprietor's agent in writing regarding publication intent for the
2

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Agreement #2013-032

\
,\

Italian Edition, and respectively, by March 31, 2014, Publisher must notify Proprietor's agent in writing regarding publication intent for the Turkish Edition. Under these circumstances, Publisher may opt without penalty or payment, to not continue publication plans for these language editions. c. Publisher will provide Proprietor eight (8) free copies of each Translation within thirty (30) days of publication. In addition, Proprietor may purchase additional copies of each Translation at a discount of fifty percent (50%) from the then-current retail price for use in Proprietor's discretion, including distribution and re-sale in the Territory at such price and under such terms as Proprietor may establish. Proprietor shall pay shipping charges for such additional copies, and no royalty will be paid on such discount purchases. Publisher will provide Proprietor with yearly reports due by February 28 of each year for the preceding year, indicating total units printed per translation with cumulative print quantities against the maximum print allowance. If at any time after publication of the Translation(s), the Publisher allows a Translation to go out-of-print and remain out of print for six (6) consecutive months, then all rights granted to Publisher shall revert to Proprietor without further notice and without prejudice to any monies already paid or then due, and Proprietor may terminate this Agreement as provided in Section 9.

d.

e.

6. Compensation. a. In return for the license granted in Section 1, Publisher shall pay to Proprietor a non-refundable one-time fee in the amount of two thousand two hundred fifity ($2,250) in United States Dollars ("Translation Fee") on the following schedule: Portuguese Edition--$750 on signature of this Agreement; Italian Edition--$750 by December 31,2013; Turkish Edition--$750 by June 30,2014. Proprietor shall issue an invoice to Publisher upon execution of this Agreement by the parties. Payment of the Translation Fee is due to Proprietor within thirty (30) days of invoice date. If payment has not been received within sixty (60) days following invoice of the Agreement to the Publisher, Proprietor shall have the right to terminate this Agreement by giving written notice to Publisher. No further payment shall be due Proprietor by Publisher for the Maximum Print Allowance during the Term. All payments shall be made in U.S. dollars in accordance with instructions set forth in Proprietor's invoice or as otherwise directed in writing by Proprietor. Publisher shall not remainder the Translations at any time within five (5) years after first publication and in no event without first giving written notice to Proprietor of Publisher's intent to remainder the Translations.

b.

7. Intellectual Property and Confidentiality. a. Ownership. Publisher acknowledges and agrees that, as between Proprietor and Publisher, the Work(s) and any and all intellectual property rights inherent therein or appurtenant thereto (collectively, "Proprietor Intellectual Property") are and shall remain the exclusive property of Proprietor, its licensors, and its and their respective successors and assigns. Except as expressly set forth in Section 1, this Agreement does not grant to Publisher any right, title or interest in or to the Proprietor Intellectual Property, and any use of the Proprietor Intellectual Property without Proprietor's prior written consent shall constitute an infringement of Proprietor's and its licensors' rights therein. Transfer and Other Restrictions. Except as permitted under Section 1 Publisher shall not copy, license, sublicense, rent, or otherwise offer or distribute to any third party the Work(s) or any other Proprietor Intellectual Property. Publisher shall not: (i) alter or remove any proprietary notice or legend from the Work(s) or any other Proprietor Intellectual Property, or (ii) create or permit others to create derivative works based on the Proprietor Intellectual Property. Publisher shall be responsible for the actions of its employees and contractors in connection with the Proprietor Intellectual Property and Publisher shall ensure that its employees, contractors, use the Work(s) in accordance with the terms of this Agreement. Confidentiality. Except as permitted in this Agreement, Publisher shall not distribute, disclose, or reproduce this Agreement, the terms of this Agreement, or any amendments thereto, to any third party. Injunctive Relief. Proprietor acknowledqgs that Publisher could not be fully compensated by money damages for any breach of its intellectual property rights. As a result, Publisher agrees that, in addition to any other rights or remedies available to Publisher hereunder at law or equity, Publisher will be entitled to any other equitable remedies available to Publisher.
3 Agreement #2013-032

b.

c. d.

.8. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

a. PROPRIETOR PROVIDES THE WORK TO PUBLISHER liAS IS" WITHOUT WORRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OF THE WORK FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY OR ANY OF PROPRIETOR'S SUPPLIERS OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT. EACH PARTY'S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT (OTHER THAN PUBLISHER'S LIABILITY TO MAKE PAYMENT TO PROPRIETOR AS SET FORTH IN THIS AGREEMENT, WILL NOT EXCEED THE AMOUNT PAID BY PUBLISHER OR DUE TO PROPRIETOR SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF THE CAUSE OF ACTION. THIS DISCLAIMER AND LIMITATION WILL NOT LIMIT EITHER PARTY'S LIABILITY FOR INFRINGEMENT OF THE OTHER'S INTELLECTUAL PROPERTY RIGHTS (IN WHICH CASE DAMAGES UNDER APPLICABLE INTELLECTUAL PROPERTY LAW SHALL APPLY).

b.

9. Indemnification. Publisher shall defend, indemnify, and hold harmless Proprietor, and its officers, directors, agents, contractors, suppliers, and employees against all costs, expenses, losses, and damages (includinq reasonable attorneys' fees and costs) incurred through claims of third parties against Proprietor based on or arising from Publisher's breach of any terms of this Agreement or otherwise in connection with the Translations. 10. Termination. a. Termination for Breach and Other Termination. In addition to Proprietor's rights to terminate under any Sections of this Agreement, either party may terminate this Agreement if the other party breaches any material provision of this Agreement and fails, within thirty (30) days after receipt of written notice of such default, to cure such breach. Effect of Termination. Upon the effective date of termination, all rights granted hereunder shall revert to Proprietor without further notice and without prejudice to Proprietor's claim for damages or to any monies paid or then due upon the expiration of this Agreement. Except in the event this Agreement is terminated by Proprietor due to Publisher's breach, Publisher may continue to sell any books previously printed for a period of six (6) months from the effective date of termination; provided, however, that Publisher shall have a continuing obligation to pay Royalties as herein set forth. In addition, Proprietor shall cease distribution and sale of the Translation, and all rights in the Translation and any other works created pursuant to this Agreement shall automatically, irrevocably and without payment by Proprietor, revert and be transferred to Proprietor. Publisher shall cooperate and assist in all actions reasonably requested by Proprietor to effectuate this reversion and transfer of rights, including the assignment to Proprietor of the Translation(s) and all copyright and other intellectual property rights therein if requested by Proprietor. Survival. The provisions contained in Sections 6, 7, 8, 9, 10 and 11 shall survive the expiration or termination of this Agreement for any reasonin accordance with their respective terms.

b.

c.

11. Miscellaneous a. Notice. Notices required herein if given by overnight mail or courier service orby electronic means generating a hard copy printout shall be deemed to have been given or made when delivered personally or placed, properly addressed and postage prepaid, in the mail of any jurisdiction or communicated by telefax or similar electronic means. Notices shall be sent to Proprietor at 1703 N. Beauregard Street, Alexandria, Virginia 223111714, translations@ascd.org, Attention: Translations. Severability. Whenever there is any conflict between any provisions of this Agreement and any present or any future statute or regulation contrary to which the parties have no legal right to contract, or any conflict between any provisions of this Agreement and any court order, the latter shall prevail, but in such event, the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring the Agreement within the requirement of the law. Waiver & Remedies. This Agreement may only be waived or amended, if such waiver or amendment isin writing, specifically references this Agreement and is executed by both parties or, in the case of a waiver, by the party waiving compliance. The waiver by either party of a breach of any provision of this Agreement does not operate as a waiver of any other breach. A party's failure or delay to exercise any right hereunder does not operate as a waiver.
4 Agreement #2013-032

b.

c.

d.

Transferability. This Agreement and all rights and duties hereunder are personal to Licensee. Licensee may not assign this Agreement or any portion thereof, or any right or responsibility hereunder, without the prior written approval of ASCD, which ASCD may grant or withhold in ASCD's sole discretion. ASCD may assign this Agreement or any portion hereof at any time and will provide Licensee notice of such assignment as soon as reasonably practicable. e. No Agency or Joint Venture. In making and performing this Agreement, the parties act and shall act at all times as independent contractors, and nothing contained herein shall be construed or implied to create an agency, association, partnership, fiduciary relationship or joint venture between the parties. At no time shall either party make commitments or incur any charges or expenses for or in the name of the other party. f. Arbitration. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under a court of Proprietor's choosing. g. Governing Law; Language. All matters arising from or related to this Agreement or its subject matter shall be governed by the laws of the Commonwealth of Virginia and the United States of America, without regard to principles of conflict of law, and notwithstanding of the fact that either of the parties now is or may become a resident of a different state or country, and courts located in the Commonwealth of Virginia shall be the exclusive jurisdiction for all disputes arising from or relating to this Agreement. The parties consent to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and United States District Court for the Eastern District of Virginia, Alexandria Division, and waive all challenges to venue. h. Entire Agreement. This Agreement contains the entire agreement between the parties hereto, and supersedes all other oral or written representations, statements, promises, agreements, letters or other expressions of intent of any kind with respect to the subject matter hereof between them. i. Counterparts. This Agreement may be executed in multiple counterparts (facsimile or otherwise), each of which shall constitute an original, but all of which together shall constitute one and the same instrument. j. Adherence to Applicable Law and Policies Regarding Financial Transactions. i. In connection with this Agreement, Publisher shall comply with all anti-bribery and anti-money laundering laws, regulations, rules, decrees and official government orders (including court orders) of the United States of America and any other jurisdiction where Publisher operates under this Agreement, as well as the standards on fraud and corruption adopted by public international financial institutions ("IFls") to the extent they apply to the activities under this Agreement. ii. Publisher represents, warrants, and covenants that it, its principals, owners, partners, officers, directors, employees, agents, consultants, representatives, business partners, contractors, subcontractors, and affiliates, have not, and will not, (1) pay, offer, make, give, promise to pay, or authorize, or take any act in furtherance of, the payment of monies or any other thing of value to, or (2) request, agree to receive, or accept any monies, payment, or any other thing of value from, any person (including any public official or any private person), or engage in other acts, if such acts may have caused or may cause Publisher, Proprietor, or any of their personnel, or any other person acting on behalf of any of them to be in violation of or inconsistent with the anti-bribery or anti-money laundering legislation to which any of them are subject, including, without limitation, (v) the U.S. Foreign Corrupt Practices Act ("FCPA"), (w) anti-corruption and anti-fraud standards adopted by IFls such as The World Bank, the Asia Development Bank, and other public development banks, (x) all other applicable laws, regulations, rules, decrees, and government orders (including court orders) relating to combating bribery in business transactions, (y) the U.S. Money Laundering Control Act ("MLCA"), and (z) all other applicable laws, regulations, rules, decrees, and government orders (including court orders) relating to money laundering. iii. Publisher shall comply with all codes, policies, and procedures of the Proprietor, which may be provided from time to time by Proprietor to Publisher. For purposes of Section 11.j.ii, the prohibition on payments or requests for things of value shall include gifts, entertainment, meals, sponsorship of travel, charitable contributions, political contributions, facilitation payments, and any other thing of value. Publisher shall not include any such expenditure in any amount charged against Proprietor. The sole exception to the foregoing shall be for expenses that are legitimate, bona fide, reasonable in amount, approved in advance and in writing on a case-by-case basis by Proprietor, consistent with all applicable laws, regulations, rules, decrees, and orders (including judicial orders), and consistent with applicable codes, policies, and procedures of Proprietor. Proprietor shall have the right to decline approval of any such transaction for any reason in its sole discretion.

5
Agreement #2013-032

This Agreement will be null and void unless it has been executed by both parties within six (6) weeks from the effective date indicated on page 1 of this agreement. For and on behalf of Publisher, Building 33301 International Bridges Inc. 2314 Desota Drive Fort Lauderdale FL

By:

Title:

j) J RE

TO 12and Curriculum Development), 1703

For and on behalf of Proprietor, ASCD (the Association for Supervision North Beauregard Street, Alexandria, VA 22311-1714, U.S.A.

7. I
By:
Richard Papale, Publish,d ~ ~

t- 2.013
(Date)

6
Agreement #2013-032

I-!SCD
LEARN. TEACH. LEAD.

1703 North Beauregard Street Alexandria, VA 22311-1714 USA 1-703-578-9600 or 1-800-933-2723 1-703-575-5400 (fax) www.ascd.org

7/18/2013

Dear Steve: Thank you for returning the signed translation agreement. Enclosed you will find a copy of the agreement, countersigned by ASCD. This agreement is now duly executed. For your convenience a copy of your invoice is enclosed. The invoice shows the total of $2,250, but only $750 is now due. If you are mailing a check, please send it to the attention of Donna Yudkin at 1703 North Beauregard Street, Alexandria, VA 22311-1714 (or payment may be made via bank wire transfer; use the invoice number as a reference for the bank wire transfer). Bank Wire Transfers would be sent to: Sun Trust Bank NA 1445 New York Avenue
Washington, DC 20005-2108

USA Swift code: SNTRUS3A ABA number: 061000104 Account number: 202736210 Account name: Association for Supervision and Curriculum Development (AS CD) 1703 N. Beauregard Street, Alexandria, VA 22311

Please contact me if you have any questions or concerns.

Caf1<.pJJo
Ms. Cat Russo ASCD Translation Rights Agent translations@ascd.org

Page 1

REMIT TO: ASCD See address below.

INVOICE
Invoice Number: 0011297303 Invoice Date: 07/24/2013 PO Number : Tenus: Net 30 days

Bill To: 000002073793 Building International Bridges Inc. 2314 Desota Dr Fort Lauderdale, FL 33301-1567

Ship To: 000002073793 Building International Bridges Inc. 23 14 Desota Dr Fort Lauderdale, FL 33301-1567

Product TI 04438- TRN The Big Picture: Education Is Everyone's Business - Building International Bridges Inc. (000002073793) Tl04438-TRN The Big Picture: Education Is Everyone's Business - Building International Bridges Inc. (000002073793) Tl04438-TRN The Big Picture: Education Is Everyone's Business - Building International Bridges Inc. (000002073793)

Qty

Unit Price 750.00 750.00 750.00

Unit Discount 0.00 0.00 0.00

Coupon 0.00 0.00 0.00

Adjustment 0.00 0.00 0.00

Total 750.00 750.00 750.00

J v ..,e...

De-<-- ~
~

11 j

1'f~L-I'I

If - "1\.Ie.IC/..1

1+

Shipping: Tax: Order Total: Paid to Date: Current Amount Due:

0.00 0.00 2,250.00 0.00 2,250.00

REMIT TO: ASCD 1703 North Beauregard Street Alexandria, VA 22311-1714 ATTN: Donna Yudkin

000002073793 Building International Bridges Inc. 2314 Desota Dr Fort Lauderdale, FL 33301-1567

Invoice Number: 0011297303 Invoice Date: 07/2412013 PO Number :