Increase Your Reach

• A new revenue channel with royalty, reseller & services options
• Automated alignment with the LER.me^® ecosystem and all workforce datapoints
• Automated verifiable credential issuing capabilities
• The opportunity to meet your users where they are

Definitions

“Content” is the content delivered by LICENSOR, listed in Schedule 1. 

“Service” is the Talent Marketplace by EBSCO, listed in Schedule 2. 

 “Independent Agents” are independent individuals or organizations contracted by EBSCO selling, marketing and distributing products and collecting funds. 

 “User” shall mean a person or organization who enters into the Subscription Agreement in Schedule 3 (which may be modified by EBSCO from time to time in its sole discretion). 

 “Effective Date” means the latest execution date set forth on the signature block below. 

Grant of License and Responsibilities

LICENSOR grants EBSCO the exclusive right to use Content for the sole purpose of producing, marketing, and distributing the Services to Users. EBSCO may not make the Services available to unauthorized Users. For the avoidance of doubt, LICENSOR shall have the right to license Content to third parties for purposes unrelated to the Services. 

LICENSOR reserves the right to discontinue the provision of Content and related content and products to EBSCO in the event LICENSOR discontinues production of Content and related content and products. LICENSOR will provide EBSCO with not less than sixty (60) days notice of its intent to discontinue production. 

LICENSOR or its licensors shall retain all right, title, copyright, and other intellectual or proprietary rights in Content and related content and products.  EBSCO will provide LICENSOR with online access upon request (for internal and demonstration use only) to each of the Services containing Content, and all updates thereto, without charge. 

Development of Content in the Service

LICENSOR will deliver Content to EBSCO in an acceptable format and frequency according to Schedule 1.  

EBSCO will integrate LICENSOR content into the Service in such a manner as to enable Users to locate and interact with the Content in accordance with LICENSOR intentions and branding. LICENSOR shall have the right to approve how the Content is presented in the Service. 

Marketing and Information

EBSCO shall use reasonable efforts in the marketing of the Services. Marketing, sales and distribution activities shall include displaying the Services at trade shows, advertising, client visits and demonstrations. 

EBSCO will in its reasonable business judgement accept orders for Services and will fulfill the orders promptly. 

Representations and Warranties

EBSCO

EBSCO represents and warrants that it has the right to cause the Services to be sold in the form and in the manner set forth in this Agreement. 

EBSCO indemnifies LICENSOR (and its officers, directors, employees and agents) from and against any and all liability, damage, loss or expense arising from any claim, demand, action or proceeding based upon or arising out of production, sale and distribution of the Services and the breach or alleged breach of any of the representations or warranties set forth in this Agreement or incurred in the settlement or avoidance of any such claim, provided, however, that LICENSOR shall give prompt legal notice to EBSCO of the assertion of any such claim and provided further that EBSCO shall have the right to participate in the defense thereof at its own expense.  This Agreement to indemnify shall survive any termination or expiration of this Agreement. 

LICENSOR

LICENSOR represents and warrants to EBSCO that LICENSOR has the right to enter into this Agreement with EBSCO and to grant EBSCO the exclusive right to use Content for the sole purpose of producing, marketing, and distributing the Services to Users in the form and in the manner set forth in this Agreement. 

LICENSOR warrants and represents it is the exclusive owner of or has the right to license Content and related content and products in accordance with the terms hereof, will not infringe upon any copyright, trademark, trade secret, patent, or other proprietary right of any third parties. LICENSOR reserves the right, however, to remove from Content material which is subject of an adverse copyright claim. 

LICENSOR indemnifies EBSCO (and its officers, directors and shareholders) from and against any and all liability, damage, loss or expense arising from any claim, demand, action or proceeding based upon or arising out of the breach or alleged breach of any of the representations or warranties set forth in this Agreement or incurred in the settlement or avoidance of any such claim, provided, however, that EBSCO shall give prompt notice to LICENSOR of the assertion of any such claim and provided further that LICENSOR shall have the right to participate in the defense thereof at its own expense.  This agreement to indemnify shall survive any termination or expiration of this Agreement.

Infringement and Code of Conduct

Third-Party Infringement

Each party will notify the other of any infringements of patent, copyright, trademark or other intellectual property rights in the Services or Content that come to such party’s attention. In the event of any infringement of any rights owned exclusively by one party (the “Owner”), the Owner shall have the exclusive right to bring any action for such infringement and the other party shall cooperate fully with the Owner in such action.  The Owner shall bear the expenses of any such action and shall be entitled to all sums recovered in the action.  In the event of any infringement of any jointly owned rights or any act which infringes simultaneously rights owned separately by each party, the parties shall jointly determine the course of action to be taken, the sharing of expenses and the sharing of recoveries. 

Code of Conduct

LICENSOR and EBSCO shall comply with all applicable laws, ordinances, codes, regulations, standards and judicial and administrative orders (collectively, “Applicable Laws”) relating to its duties, obligations and performance under this Agreement, including, without limitation, the EBSCO Supplier Code of Conduct and the EBSCO Anti-Corruption Policy, Applicable Laws pertaining to data protection and privacy and Applicable Laws prohibiting bribery, including, without limitation those enforced internationally (such as the US Foreign Corrupt Practices Act) and those enforced in the country where business is being conducted and/or EBSCO’s place of business or residency (available at www.ebsco.com). 

In the event that LICENSOR notifies EBSCO of any breach of this Code of Conduct section or EBSCO has reasonable grounds to suspect that LICENSOR may be in breach of this Code of Conduct section then, at the advance written request of EBSCO, LICENSOR shall allow EBSCO and/or its authorized representatives, at its own expense, to audit LICENSOR’s facilities, books, records, and other documents as necessary to verify LICENSOR’s adherence to this Agreement. If LICENSOR violates this Section and such breach remains uncured for sixty (60) days or more after LICENSOR’s receipt of notice, then EBSCO may terminate this Agreement in accordance with Section 11.2 hereof.  

Confidentiality

Neither party shall, without the written consent of the other, or as specified below, communicate confidential information of the other orally or in writing (including, without limitation, future business plans and services and the identity and addresses of the Users) to any third party and shall protect such information from inadvertent disclosure to any third party in the same manner that it protects its own confidential information.  Each party’s obligations of confidentiality and non-disclosure shall not apply to disclosures to such party’s counsel or other advisors or to a court, arbitration panel or other similar body, in the event such party has a bona fide dispute with the other party regarding this Agreement.

Both parties further agree that all confidentiality commitments hereunder shall survive any termination or expiration of the Agreement. 

Terms and Termination

Except as otherwise provided in Section 2.2 of this Agreement, the term of this Agreement shall commence on the Effective Date and shall automatically renew on the date which is two (2) years thereafter, subject to successive one year renewals of this Agreement on the terms contained herein unless either party hereto provides written notice to the other party at least ninety (90) days in advance of any renewal date of its intention not to renew this Agreement. 

This Agreement may be terminated by either party upon material breach of any obligation hereunder by the other party, on written notice of termination, if such other party fails to cure such breach within sixty (60) days after written notice thereof. 

This Agreement may be terminated immediately by either party in the event an order for relief in any bankruptcy or reorganization proceeding is entered against the other party, a receiver is appointed for all or substantially all of the assets of the other party, the other party is dissolved or liquidated other than in connection with a sale of all or substantially all of its assets, the other party completely discontinues its business other than in connection with a sale of all or substantially all of its assets, or the other party attempts to assign this Agreement in contravention thereof. 

Upon termination of this Agreement, each party shall promptly return to the other all confidential and business-sensitive information in tangible form which is then in possession or control of such party. 

If this Agreement is terminated for any reason, then upon the effective date of the termination, EBSCO will cease using Content in the Services except for so long as required to fulfil obligations to the Users existing as of the effective date of such termination.  Following the termination of this Agreement, EBSCO shall continue to pay LICENSOR the royalties described in Schedule 2 for as long as Content is used in the Services provided to Users. 

In the event of termination LICENSOR shall continue to deliver to EBSCO updates to Content for such period of time as shall be necessary for EBSCO to satisfy the obligations under any contracts it may have entered into for the Services provided.  

Force Majeure and Liability

Force Majeure

Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, labor difficulty, sabotage, failure of suppliers or subcontractors or unavailability of material or supplies or any other cause beyond the control of such party (“Force Majeure”), provided that such party gives the other party written notice thereof promptly and in any event, within fifteen (15) days of discovery thereof.  In the event of such a Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months.   

Limitation of Liability

Neither party shall be liable to the other for special, incidental, consequential or punitive damages of any nature, for any reason, including, without limitation, the breach of the Agreement or any termination of this Agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if the other party has been warned of the possibility of such damages.  Except as provided herein, all remedies, including, without limitation, the termination of this Agreement and all of the remedies provided by law shall be deemed cumulative and not exclusive. 

Assignment and Notices

Assignment 

This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, that this Agreement may not be assigned in whole or in part by either party without the written consent of the other, except that LICENSOR may assign this Agreement to any other entity controlled by LICENSOR without the consent of EBSCO and EBSCO may assign this Agreement to any EBSCO affiliate without the consent of LICENSOR.  Either party may, with the other’s written consent, which consent shall not be unreasonably withheld or delayed, assign this Agreement to any person or entity which succeeds to its business to which this Agreement relates and which assumes all of its obligations hereunder in writing, provided that in such event the assigning party or its legal successor-in-interest shall remain bound as a guarantor of such obligations. 

Notices

All notices required or permitted hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by electronic mail, at an e-mail address as set forth herein, or to such other address or email address as such party shall have designated by notice hereunder.  Unless otherwise specified, notices shall be deemed given when the return receipt is received or upon receipt of an appropriate answer back after transmission of the electronic mail.

Legal

LICENSOR\LICENSEE 

The parties shall be deemed to have the status of licensor (LICENSOR) and licensee (EBSCO), and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, or partners or joint venturers. 

Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 

Waiver 

Any waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. 

Entire Agreement 

This Agreement and the attached Schedules constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations and understandings, oral or written.  This Agreement may be modified only by an instrument in writing duly executed by both parties. 

Schedules and Payments

Payments & Reports

Revenue Generated in the Marketplace: EBSCO shall pay [X] percent (X%) of the net revenue generated from the inclusion of the Content in the Service. EBSCO shall pay the net revenues generated on a quarterly basis. Along with each quarterly payment EBSCO shall provide reports sufficient to enable the LICENSOR to calculate and confirm the payment amount. Details of payment and reports are presented in Schedule 3 of this Agreement. 

EBSCO shall be responsible for invoicing Customers. 

Schedule 1 

LICENSOR Content

Schedule 2 

Service

Schedule 3  
Payment Details, Exclusivity

PAYMENT:

Subscription Service Royalty Option:  If qualified, in return for the inclusion of the Content in the Services, EBSCO shall pay LICENSOR royalties based on the [X] percent (X%) of the net revenue collected for sales for the Service. Net revenue is calculated as gross revenue less commissions, fees, and taxes related to the sale of the Service.

EBSCO shall make payment to LICENSOR on a semi-annual basis (calculated on 12/31 and 6/30) by March 31 and September 30 each year.

If applicable, EBSCO shall deduct and withhold from the gross amount of all payments to LICENSOR any amounts required by law to deduct or withhold.  If such deduction or withholding is required, EBSCO shall remit any amounts so deducted or withheld to the appropriate governmental authority within the required time, and shall provide LICENSOR with written evidence of such remittance and deliver an appropriate document with respect to withheld taxes to support a claim for any tax credit to which the party may be entitled under any applicable laws.  All such deduction/withholdings shall be at statutory rate, unless LICENSOR provides EBSCO with properly completed and executed documentation as prescribed by applicable law permitting payments to be made without withholding or at a reduced rate pursuant to a relevant tax treaty.

Professional Services Option: EBSCO shall pay LICENSOR Y percent (Y%) of the net revenue collected for Professional Services contracted by EBSCO on behalf of LICENSOR. Net revenue is calculated as gross revenue for the professional service sale, less commissions, fees, and taxes related to the sale of the Service.

EXCLUSIVITY:

This Agreement includes an exclusive 2-year commitment from both parties, with automatic 1-year renewals thereafter.

Schedule 4

User Agreement

The Marketplace User Agreement is found here: Terms of Use – Help.LER.me^®

Schedule 5

Referral Term Sheet (if applicable)

This Term Sheet supplements and is incorporated into the Master Agreement between the parties (the “Agreement”). Capitalized terms not defined herein have the meanings set forth in the Agreement. In the event of a conflict between this Term Sheet and the Agreement, this Term Sheet shall govern with respect to referral fees and related matters.

1. Deal Registration and Referral Qualification

Deal Registration. A Deal Registration arises when a prospective customer is introduced to LICENSOR through any channel facilitated by EBSCO, including but not limited to: (i) the EBSCO marketplace or any EBSCO-operated procurement platform (the primary referral channel); (ii) direct email introduction from EBSCO personnel to LICENSOR; or (iii) any other documented method by which EBSCO directs a prospect to LICENSOR's platform or team. For marketplace-originated referrals, the Deal Registration shall be deemed submitted upon the prospect's first documented interaction with LICENSOR through the EBSCO marketplace. For all other referral methods, EBSCO shall notify LICENSOR via email with the following information: (w) institution name; (x) contact name, title, and department; and (y) a brief description of the opportunity.

Acknowledgment. For referrals originating through the EBSCO marketplace, the Deal Registration shall be deemed automatically acknowledged upon the prospect's first documented interaction with LICENSOR through the marketplace; no further action by LICENSOR is required. For all other referrals, LICENSOR shall acknowledge or reject the Deal Registration within ten (10) business days of receipt. Failure to respond within such period shall constitute acknowledgment. Rejection must be accompanied by a written explanation. Upon acknowledgment (or deemed acknowledgment), the Deal Registration becomes a "Qualified Referral."

Closure Window. A Qualified Referral remains eligible for a Referral Fee only if a binding customer agreement between LICENSOR and the referred customer is executed within eighteen (18) months of the Deal Registration acknowledgment date (the “Referral Window”).

Referral Window Extension. If the prospect is in active contract negotiations with LICENSOR at the expiration of the Referral Window, the window shall automatically extend for an additional ninety (90) days.

2. Referral Scope — Higher Education Institutions and Commercial Entities

Scope Determination. For referrals, the scope of each Qualified Referral shall be determined by the Purchasing Authority of the individual to whom EBSCO makes the introduction (the “Referral Contact”)—that is, the organizational level at which the Referral Contact holds budgetary or contractual decision-making authority:

Institution-Level Referral. Where the Referral Contact holds institution-wide purchasing or decision-making authority, the Qualified Referral shall cover all sales to any entity or unit within that institution.

Unit-Level Referral. Where the Referral Contact holds purchasing or decision-making authority limited to a specific subunit of that entity, the Qualified Referral shall cover only sales to that subunit and its subordinate departments. For the avoidance of doubt, LICENSOR may independently pursue other units within the same institution without any referral obligation to EBSCO.

Institutional Halo Period. If a Unit-Level Referral results in an executed customer agreement, EBSCO shall receive referral credit for any additional unit within the same institution that enters into a customer agreement with LICENSOR within six (6) months of the effective date of the first customer agreement at that institution (the "Halo Period"), provided that such additional unit was not already in discussions with LICENSOR prior to the effective date of the first customer agreement. The Referral Fee for Halo Period deals shall be ten percent (10%) of TCV allocated to Contract Year 1 only; no Referral Fee shall be payable for Contract Year 2 or beyond. Following expiration of the Halo Period and for the remainder of the Referral Window, before independently pursuing any other unit at the same institution, LICENSOR shall notify EBSCO in writing and provide EBSCO fifteen (15) days to submit a Deal Registration for such unit. If EBSCO submits a Deal Registration within such period, it shall be processed in accordance with Section 1 at the standard Referral Fee rates. If EBSCO declines or fails to respond within fifteen (15) days, LICENSOR may pursue such unit without any referral obligation to EBSCO. Following expiration of the Referral Window, LICENSOR may pursue any unit at the institution without obligation to EBSCO unless EBSCO submits a new Deal Registration for such unit.

Scope Confirmation. Within ten (10) business days of acknowledging a Deal Registration, LICENSOR shall confirm the Referral Scope (Institution-Level or Unit-Level) in writing. In the event of a dispute, the Referral Contact’s title and institutional reporting line as of the Deal Registration date shall be determinative.

Scope Expansion. If EBSCO subsequently introduces LICENSOR to a higher-level contact at the same institution, EBSCO may submit a new Deal Registration for the expanded scope. Upon acknowledgment, the expanded scope shall apply prospectively to opportunities not already under a binding customer agreement or in active contract negotiations as of the new Deal Registration date.

3. Referral Fee

Fee Basis — Total Contract Value. The Referral Fee shall be calculated on Total Contract Value (“TCV”), defined as the aggregate fees payable to LICENSOR under the initial customer agreement, including:

Subscription, license, and platform access fees for the full initial contract term, including multi-year terms;

Professional services, implementation, simulation development, and training fees set forth in the initial customer agreement or any statement of work executed concurrently therewith.

TCV shall exclude: (w) taxes and government-imposed surcharges; (x) separately stated pass-through third-party costs; (y) fees under change orders, expansion orders, or additional statements of work executed after the effective date of the customer agreement; and (z) fees attributable to any renewal, extension, or auto-renewal term.

Fee Schedule. The Referral Fee shall be calculated at the following rates based on the applicable period of the customer agreement:

(i) Contract Year 1 (months 1–12 from the customer agreement effective date): twenty percent (20%) of TCV allocated to Contract Year 1;

(ii) Contract Year 2 (months 13–24 from the customer agreement effective date): ten percent (10%) of TCV allocated to Contract Year 2;

(iii) Contract Year 3 and beyond: no Referral Fee shall be payable.

Allocation of TCV. Where a customer agreement states fees as a lump sum or does not allocate fees by contract year, TCV shall be allocated on a straight-line pro rata basis across the initial contract term for purposes of calculating the applicable Referral Fee.

Payment on Collected Revenue. Notwithstanding the foregoing, Referral Fees are payable solely on Collected Revenue, amounts actually received by LICENSOR in cleared funds from the applicable customer during the applicable calendar quarter, net of refunds, credits, chargebacks, write-offs, and disputed amounts. Payments shall be made within thirty (30) days following the end of each calendar quarter.

Reporting. LICENSOR shall provide EBSCO with a quarterly statement showing, for each Qualified Referral: (i) customer name; (ii) TCV; (iii) Collected Revenue received in the quarter; and (iv) Referral Fee payable. EBSCO shall have the right, no more than once per twelve-month period and upon thirty (30) days’ prior written notice, to engage an independent auditor to verify LICENSOR’s calculation of Referral Fees, at EBSCO’s sole expense unless the audit reveals an underpayment exceeding five percent (5%), in which case LICENSOR shall bear the reasonable cost of such audit and promptly remit the shortfall.