1. DEFINITIONS. As used in the Agreement, the following terms have the respective meanings set forth below.
   1. Additional BB Materials. the materials and other items and content to be delivered to Licensee on a periodic basis or at such other intervals of time following delivery of the Initial BB Materials for use in the Licensee’s Program or Programs as set forth in the Application.
   2. Application: an application in the form furnished to Licensee supplying all of the information and content requested therein for purposes of Licensee becoming an instructor of one or more Programs and a licensee of Bilingual Birdies, which shall be annexed to this Agreement.
   3. BB Intellectual Property: collectively, the Copyrights and the Marks.
   4. BB Materials: all materials and other items and content provided by Bilingual Birdies to Licensee, whether or not containing or constituting BB Intellectual Property, in any medium including without limitation print, CD, DVD or online, including without limitation (i) Initial BB Materials and (ii) Additional BB Materials.
   5. BB Network: an online peer-to-peer network offering private online communication among members of the BB Network Group and other services as may be provided by Bilingual Birdies or one or more designees thereof from time to time, which shall be known as the “Global Bird Nest” or such other name or name as may be determined by Bilingual Birdies.
   6. BB Network Group: that group of individuals who are licensees of BB Intellectual Property for use of BB Intellectual Property and other materials provided by Bilingual Birdies to provide educational programs in the field of language education, who will have online access to the BB Network for purposes of communicating with other members of the group through the BB Website or a designated listserv or related service, which upon the Effective Date shall include Licensee as a member thereof.
   7. BB Related Parties: (i) Affiliates of Bilingual Birdies, and (ii) the employees, directors, officers, agents, vendors and suppliers of Bilingual Birdies or Affiliates of Bilingual Birdies.
   8. BB Website: the web site located at www.bilingualbirdies.com, and any successor website thereto.
   9. Clients: certain individuals or families that subscribe to any Program, or any portion thereof, of Licensee.
   10. Client Materials: materials or other items or content to be purchased by Clients of Licensee upon subscription to Licensee’s Program as set forth in the Application.
   11. Copyrights: certain original literary, dramatic, musical, artistic and other works within the meaning of the U.S. Copyright Act of 1976, as amended (17 U.S.C. § 101 et seq.) (“Copyright Act”) and the Berne Convention (as such term is defined in the Copyright Act) associated with and used in association with the Marks.
   12. Initial BB Materials: the materials and other items and content to be delivered to Licensee as of or as soon as reasonably practicable following the Effective Date for use in the Licensee’s Program or Programs as set forth in the Application.
   13. Licensee Portal: a standardized website portal provided through the BB Website or other online service, tailored to the Licensee’s Program or Programs, which shall serve as a website that Clients may access to learn about the Licensee’s Programs, subscribe to Programs and to make any and all payments for Programs.
   14. Marks: certain trademarks or service marks and certain trademarked logos of Bilingual Birdies set forth in Schedule A, annexed hereto and made a part hereof.
   15. Program: any program of language instruction, education or training provided by Licensee to Clients of Licensee, consisting of one or more courses or classes and making use of or promoted using BB Materials and BB Intellectual Property, as described and set forth in the Application.
   16. Terms of Service: refers to any standard terms and conditions governing or conditioning the use of the Licensee Portal, BB Website and/or BB Network, as the same may be amended or modified from time to time in accordance with the terms thereof.
2. LICENSE.
   1. Grant of License. Subject to the terms hereof, Bilingual Birdies hereby grants Licensee a limited, nonexclusive, nontransferable, revocable license, without warranty to use the Marks in connection with the conduct, operation, promotion and marketing of Licensee’s Programs and identification as a member of the BB Network pursuant to the Application submitted therefor by Licensee (the “License”). Licensee shall not use the Marks for any other purpose. The License is not valid in any country to which the United States restricts trade or where exercising the rights granted under the License or otherwise granted hereunder would violate any applicable Law.
3. PROGRAMS AND CONDITIONS.
   1. Programs in General. Licensees shall provide to Clients only the Program or Programs set forth and described in the Pilot and shall make use of the BB Materials provided to Licensee in accordance with the terms and conditions of the Pilot and this Agreement. Programs generally shall involve one or more courses of instruction, education or training oriented to children in one or more of the following languages: English, Spanish, French, Mandarin Chinese or such other languages set forth on the Application or BB Website.
   2. Materials. For purposes of promoting and conducting Programs, Bilingual Birdies shall furnish Licensee with the Initial BB Materials as soon as practicable following the Effective Date yet no later than thirty (30) days of the Effective Date. Subsequently, Bilingual Birdies shall furnish to Licensee Additional BB Materials in accordance with the distribution schedule set forth in the Pilot or as otherwise mutually agreed to by the parties in writing.
   3. Licensee Portal. Through the BB Website or other online service, Licensee shall be provided access to a Licensee Portal for use in subscribing clients, processing payments and other purposes consistent with the terms of the Application and the Program or Programs offered by Licensee to Clients in accordance with the terms of the Application and this Agreement. Licensee understands and agrees that any use of the License Portal shall be subject to the terms of this Agreement and the Terms of Service. Bilingual birdies shall furnish or otherwise make available to Licensee or shall cause to be furnished or otherwise made available to Licensee, the Terms of Service. License hereby represents and warrants that
      1. prior to any use of the Licensee Portal (A) Licensee shall have fully read and understood the Terms of Service in its entirety and (B) Licensee shall have agreed to observe and abide by the Terms of Service in its entirety;
      2. at all times during use of the Licensee Portal, BB Website and BB Network Licensee shall observe and abide by all, and shall not breach nor violate any, of the terms or provisions of the Terms of Service, as the same may be amended or modified from time to time.
   4. Compliance with Applicable Law. Licensee shall conduct all Programs solely for educational purposes in the field of language instruction, education or training and solely in compliance with the terms of this Agreement. Licensee shall comply with all applicable Law in the conduct and operation of any Program. Without limitation to the foregoing, Licensee must ensure that Licensee complies with all applicable Laws governing the instruction of children in the country, state and locality where Licensee conducts any Program. Any violation of this provision shall be a material breach of the terms of this Agreement and grounds for immediate termination of this Agreement under Section 10.
   5. Limitation of Liability; Indemnity. Programs may not be appropriate for every Person. Any information Bilingual Birdies may provide to Licensee through communications or notices to Licensee, BB Materials or on the BB Website are provided solely for informational purposes and shall not and shall not be deemed or construed to be professional advice. Neither Bilingual Birdies nor any BB Related Party shall assume or bear any responsibility for any consequence arising from or relating to, whether directly or indirectly any action or inaction of Licensee based on the information or other material provided by Bilingual Birdies, whether through communications or notices to Licensee, BB Materials, the BB Website or otherwise. While Bilingual Birdies shall strive to provide complete, up-to-date and accurate information on the BB Website and in other materials, neither Bilingual Birdies nor any BB Related Party guarantees, and neither Bilingual Birdies nor any BB Related Party shall be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information. Licensee releases from liability, and holds harmless Bilingual Birdies and all BB Related Parties, for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any Person arising or resulting from Licensee’s Programs, the conduct or operation thereof, or any use by Licensee of the BB Materials, BB Website or any information or other materials provided by Bilingual Birdies to Licensee.
   6. Payment Terms.
      1. During the term of this Agreement, Licensee shall make all payments to Bilingual Birdies (and/or one or more designees of Bilingual Birdies) as set forth in the Payment Schedule. All payments shall be made within the time frames and/or deadlines applicable to the respective payment or payments as set forth in the Payment Schedule.
      2. Unless otherwise provided in the Payment Schedule, al payments shall be in U.S. Dollars and shall be made by wire transfer in accordance with the instructions furnished to Licensee in writing. If the local currency of Licensee (in which any payment obligations arise) is other than U.S. Dollars, for purposes of conversion into U.S. Dollars, the rate of exchange to be applied shall be the rate of exchange in effect for the date when the relevant payment first becomes due.
   7. Client Requirements. Upon subscription to a Program, Clients shall be required to purchase one (1) set of Client Materials in accordance with the terms of the Pilot.
4. GENERAL REQUIREMENTS FOR USE OF THE MARKS.
   1. Form and Rendering of the Marks. Licensee must (i) use the Marks only in the forms shown in Schedule A, including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks; (ii) follow Bilingual Birdies’ guidelines for use of its Marks, which shall be made available to Licensee through the BB Materials or the BB Website (the “Guidelines”); (iii) use the appropriate trademark symbol (® or TM) with each use of a Mark; (iv) follow all instructions, requests and/or demands made by Bilingual Birdies concerning Licensee’s use of the BB Intellectual Property; and (v) use its best efforts to use the current versions of the Marks provided by Bilingual Birdies to Licensee.
   2. Used Under License. Licensee must use the following “used under license” language on all materials, printed or electronic, which bear any Marks.
5. USE OF MARKS ON THE INTERNET.
   1. Emails. Licensee may use “Bilingual Birdies” (or “bilingualbirdies”) as part of an email address so long as Licensee uses such email address solely for the promotion and conduct of Licensee’s Programs. Licensee shall not use any other Mark (or any mark confusingly similar to any other Mark) in connection with the foregoing. Licensee shall not use any Mark (or any mark confusingly similar to any Mark) in connection with any email address for any other purpose.
   2. Websites. Licensee may use the Marks on a website, including blogs and social media sites (except in connection with a domain name) (each an “Licensee Site”) solely if such use accords and complies with this Agreement and the following requirements:
   3. Licensee must include the “used under license” language on the home page of the Licensee Site, which must reference all Marks used on the Licensee Site.
   4. Licensee must include a prominent hyperlink on the home page of the Licensee Site to the BB Website.
   5. Licensee may use only original compositions produced and released by Bilingual Birdies as background music or graphics on a Licensee Site. Licensee must not use any other music or graphics on a Licensee Site unless Licensee has obtained an appropriate license and such use is in compliance with all applicable Laws.
   6. Any Licensee Site in which Marks are used must not contain any inappropriate content, which includes anything Bilingual Birdies, in its sole discretion, determines to be offensive or inappropriate for inclusion or use in connection with the Marks, including, without limitation, content that (A) impersonates any Person or falsely states or otherwise misrepresents Licensee’s affiliation with any Person, or creates a false identity for purposes of misleading others; (B) promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, deceptive, unsubstantiated, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another Person’s privacy, hateful, discriminatory based on race, sex, religion, nationality, disability, age, sexual orientation, directed toward children under 13 years of age pursuant to the Children’s Online Privacy Protection Act (see also, FTC’s Children’s Privacy Site at http://business.ftc.gov/privacy-and-security/ childrens-privacy) or is otherwise objectionable; (C) infringes any third party patent, trademark, trade secret, copyright or other proprietary rights; (D) Licensee does not have the right to disclose under contract or applicable Law; (E) contains software viruses or malware; (F) involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails; (G) uses automated scripts or other technology to collect information from or otherwise interact with Clients or other users without their consent; (H) engages in advertising or other solicitation activities such as pyramid schemes, contests, or sweepstakes; (I) provides material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act; (J) includes other people’s personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or (K) encourages or facilitates the violation of any applicable Law, including but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, the New York Stock Exchange, the American Stock Exchange or the NASDAQ.
   7. Licensee Portal. Licensee understands and agrees that Licensee’s use of a Licensee Portal shall comply with the terms of Section 5(b) above.
   8. Social Media. Licensee must include Licensee’s legal name in the title of any social media page(s) incorporating the Marks. Such pages are subject to the restrictions set forth in Section 5(c)(vii) above. In the case of group pages using any of the Marks, all members thereof (i) must be members of the BB Network with valid and existing licenses from Bilingual Birdies pursuant to written license agreements in force and effect, and (ii) must be explicitly and conspicuously identified on the page. This Section 5(d) applies to social media pages created and/or used for events.
6. INTELLECTUAL PROPERTY.
   1. Acknowledge of Ownership. Licensee acknowledges that Bilingual Birdies is the sole and rightful owner of the Marks. Any goodwill derived from the use by Licensee of any Mark shall inure to the benefit of Bilingual Birdies. If Licensee acquires any rights in the Mark, by operation of law, or otherwise, such rights shall be deemed and are hereby irrevocably assigned to Bilingual Birdies without further action by any of the parties. Licensee shall not to dispute or challenge or assist any Person in disputing or challenging Bilingual Birdies’ rights in and to the Marks or the validity of the Marks. Licensee shall not grant or attempt to grant a security interest in, or otherwise encumber, any Mark or record any such security interest or encumbrance against any application or registration regarding the Marks in the United States Patent and Trademark Office or elsewhere.
   2. Compliance with Agreement. Licensee’s use of the BB Intellectual Property must comply with and must be in accordance with this Agreement, including without limitation this Section 7. Any use of the BB Intellectual Property by Licensee inconsistent with this Agreement and its terms is strictly prohibited and shall constitute a material breach of this Agreement. The terms of this Section 7 shall survive any termination of this Agreement.
   3. Preservation of Rights. Bilingual Birdies may freely use, or license others to use, BB Intellectual Property in connection with various goods and services.
7. TERM AND RENEWAL.
   1. The initial term of this Agreement shall be for one (1) year commencing as of the Effective Date and continue until the first (1st) anniversary of the Effective Date (the “Initial Term”).
   2. Bilingual Birdies may, in its sole discretion, determine to renew this Agreement for a subsequent two (2) year term (a “Renewal Term”), following and commencing as of end date of the Initial Term or prior Renewal Term, as applicable (in each case, a “Term End Date”) by providing written notice to Licensee no later than sixty (60) days prior to the applicable Term End Date (a “Renewal Notice”). If Bilingual Birdies does not provide a Renewal Notice by said date, this Agreement shall automatically terminate as of the applicable Term End Date.
   3. Licensee may decline at any time to renew the Agreement by providing written notice to that effect to Bilingual Birdies prior to the Term End Date, but in no event earlier than sixty (60) days prior to the Term End Date, and in such event this Agreement shall terminate as of the Term End Date.
8.  TERMINATION.
   1. Conditions for Termination.
      1. By Notice. Either Party may terminate this Agreement, with or with cause, upon sixty (60) days written notice to the other Party.
      2. For Cause. Bilingual Birdies has the right to immediately terminate this Agreement, with written notice to Instruction in the event of such termination, in the event Licensee breaches this Agreement or as a result of any action or conduct by Licensee that Bilingual Birdies deems detrimental to the BB Intellectual Property or the goodwill associated therewith. Bilingual Birdies may, in its discretion, provide Licensee with an opportunity to cure any breach prior to termination. Upon termination for cause, any Fee paid but not used will not be returned to Licensee.
      3. Non-Renewal. This Agreement shall automatically terminate upon the end of an applicable Term End Date pursuant to Section 8(b) and Section 8(c) unless renewed in accordance with the terms thereof.
   2. Effect of Termination. Upon any termination of this Agreement, Licensee shall immediately (i) discontinue use of the BB Intellectual Property, including in any websites or email addresses used by Licensee containing any BB Intellectual Property or reference thereto; (ii) return to Bilingual Birdies or fully destroy any BB Materials containing any BB Intellectual Property within thirty (30) days of the date of termination, and (iii) transfer all domain names incorporating BB Intellectual Property to Bilingual Birdies. Bilingual Birdies shall have the right to immediately rescind access to any BB Materials made available to Licensee online. All rights in the BB Intellectual Property and the goodwill associated therewith remain the exclusive property of Bilingual Birdies. Any use of BB Intellectual Property by Licensee following the date of termination will be unauthorized.
9. NOTICES 
   1. All notices or other communications under this Agreement shall be in writing and shall be delivered by hand, delivered by facsimile, mailed by registered mail or certified mail, postage prepaid, or sent by email solely if a copy of any notice send by email is mailed as of the same date by registered mail or certified mail, postage prepaid. Notices shall be addressed to the applicable Party as provided below, or to such other address as may be provided in a notice duly sent to the other Party in accordance with this Section 13.
      1. if to Bilingual Birdies, to

         Bilingual Birdies, LLC
         23830 Archwood Street. West Hills, CA 91307
         Attn: Sarah Farzam
         Phone: (646) 443-1313
         Email: info@bilingualbirdies.com

         With a copy to:

         Drohan Lee LLP
         575 Madison Avenue
         New York, New York 10022 Attn: Vivian R. Drohan

         Phone: (212) 710-0004 Email: vdrohan@dlknyi.com

         2. if to Licensee, to the Licensee address and contact information set forth in the Application.

10.  MISCELLANEOUS.
    1. Entire Agreement. This Agreement, together with all Schedules any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
    2. Relationship of the Parties. The Parties’ relationship is that of licensor and licensee. Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties, nor shall Bilingual Birdies be deemed to be acting in a fiduciary capacity with respect to Licensee. Licensee has no authority to make or accept any offers or representations on behalf of Bilingual Birdies or to act for or bind Bilingual Birdies in any manner. Licensee must not make statements or undertake any actions that may contradict the Parties’ relationship as set forth herein or suggest or indicate the relationship of the Parties is other than as strictly set forth herein.
    3. Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.
       1. Licensee acknowledges that Licensee has read and understands this Agreement in its entirety.
       2. Except as otherwise provided herein, this Agreement may not be amended or modified except by written agreement of the Parties.
    4. Waiver. Any failure to enforce a provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or other provisions hereof. Bilingual Birdies reserves all rights not granted herein.
    5. Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Licensee without express permission from BB. And any such purported assignment shall be null and void ab initio. Bilingual Birdies may, upon prior written notice to Licensee, assign this Agreement in its entirety to a BB Related Party. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each Party.
    6. Governing Law. This Agreement will be construed in accordance with the laws of the State of New York, United States, without regard to the principles of conflicts of law.
    7. Jurisdiction and Venue.
       1. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and expressly waives any challenge on the basis of personal jurisdiction, venue or forum non conveniens. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
       2. The prevailing Party in any action is entitled to recover such Party’s attorneys’ fees and costs.
    8. Waiver of Jury Trial. EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL, ADMINISTRATIVE OR REGULATORY PROCEEDINGS, OR HEARINGS, NOTICES OF VIOLATION OR INVESTIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (B) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.
    9. Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Bilingual Birdies will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which Bilingual Birdies may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
    10. Interpretation. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the interpretation thereof. References herein to any statute or convention means such statute or convention, as applicable, as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
    11. Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and all of which together shall be considered one and the same document.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.