USE OF PLI INTELLECTUAL PROPERTY AGREEMENT
I. Parties to the Intellectual Property Agreement
WHEREAS, PLI is a leading provider of K-12 Virtual instructional and professional services to schools and students worldwide.
WHEREAS, the Customer is a government or private entity that provides public elementary and/or secondary education to students within a specific territory.
NOW, THEREFORE, for the good and valuable consideration set forth herein, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:
1. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the meanings set forth below or as otherwise ascribed herein:
a. “Educational Products and Services” means all elementary and secondary courseware libraries and related resources provided by PLI to Customers hereunder and/or pursuant to a separate Services Agreement.
b. “End Users” are Customers, Customer’s teachers, administrators, and enrolled students authorized to access the Educational Products and Services in accordance with this Agreement, PLI’s terms of use, and applicable policies.
2. OWNERSHIP.
Proximity Learning Inc. (and respective licensors, if any) owns all the copyright, patents, trade secrets, and any other intellectual property rights and interests in all materials provided by or on behalf of Proximity Learning Inc. hereunder including Educational Products and Services, Trademarks, and all derivative works thereto (collectively “Intellectual Property”). The Parties acknowledge that the use of the Intellectual Property, which may include copyrighted and patented (patent pending) material, photographs, images, text, recorded text, music, source and object code, digital or electronic files or other intellectual property, for the purposes of the Agreement does not convey ownership of, nor does it assign such property to any End Users. Proximity Learning Inc. shall exclusively own all Intellectual Property, and End Users will have no claim or right to such property of Proximity Learning Inc. by virtue of this Agreement or the performance of the services hereunder, other than the limited rights expressly granted under this Agreement. End Users may not directly or indirectly copy, modify, translate, distribute, reverse engineer, decompile, disassemble, or prepare derivative works of any of Proximity Learning Inc.’s Intellectual Property (whether tangible or intangible) or remove any proprietary notices, labels, trade names, trademarks, or other marks, tags, or legends on such property.
3. TERMINATION OF USE.
End Users acknowledge Proximity Learning Inc.’s proprietary rights in and to the Intellectual Property and any Proximity Learning Inc. confidential information. Upon termination of Proximity Learning Inc.’s services with the End Users, the End Users shall immediately cease use of Proximity Learning Inc.’s confidential information and Intellectual Property.
4. DAMAGES/INJUNCTION.
End Users agree that Proximity Learning Inc.’s losses for any improper or unpermitted use of its confidential information or Intellectual Property cannot be adequately compensated merely by money damages. In addition to any monetary damages, Proximity Learning Inc. will be entitled to obtain a court injunction or other equitable relief, without the necessity of posting any bond or security, in any court of competent jurisdiction if End Users improperly disclose or use the confidential information or Intellectual Property of Proximity Learning Inc.
