TRAINING SUITE LICENSING AGREEMENT

Security Training Center,® LLC., a California Limited Liability Company, provides training materials and examinations for security professionals. The Customer hereby desires to engage the services of Security Training Center,® LLC. and Security Training Center,® LLC. has agreed to provide services to the Customer on the terms and conditions provided for herein which is hereby incorporated by reference and made a part hereof. This Agreement (the "Agreement") is deemed to be part of, and subject to, the terms of the Agreement applicable to both parties.

RECITALS

WHEREAS, Security Training Center,® LLC. is engaged in the business of designing and developing education and training packages and related products and has created and developed a training suite called "Unarmed Skills Training Course For Security Guards" (the "Suite") that is intended to provide education and training in the subject of private security; and

WHEREAS, the Customer desires to utilize the Suite in conjunction with its internal education and training programs; and

WHEREAS, Security Training Center,® LLC. and the Customer believe it is in their mutual interest and desire to enter into an agreement whereby the Customer would use Security Training Center,® LLC.'s Suite in the education and training of internal employees, staff and contingent workers pursuant to the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:

1. LICENSE

A. Security Training Center,® LLC. hereby grants to the Customer a royalty-free, non-exclusive, non-assignable, revocable, right and license to use the Suite in connection with its business of private security services.

B. Security Training Center,® LLC. hereby grants to the Customer the right to reproduce and the final examination booklets for the exclusive purpose of administering written tests within the confines of their facility. All final examination booklets must be collected at the end of the each testing period and stored in a secure manner, restricted to trainers and managers only. Students may not keep the final examination booklets. The final examination booklets may not be published or distributed publicly by any means.

C. Security Training Center,® LLC. hereby grants to the Customer the right to reproduce the electronic training presentation for the exclusive purpose of presenting/lecturing within the confines of their facility. Access to the presentations must be restricted to trainers and managers in the direct employ of the Customer only. Outside contractors, vendors, visiting lecturers, guests, students, etc. may not receive, take or borrow copies of the presentation in any form. The electronic training presentation may not be published or distributed publicly by any means.

D. No right or license is being conveyed to the Customer to modify any component or content of the Suite in any manner.

E. The Customer agrees to protect and keep secret all answers to all examination questions. Access to the examination answer keys must be restricted to trainers and managers in the direct employ of the Customer only. Outside contractors, vendors, visiting lecturers, guests, students, etc. may not receive, take or borrow copies of the examination answer keys in any form. The examination answer keys may not be published or distributed publicly by any means.

F. No right or license is being conveyed to the Customer to resell, sell or rent access to the Suite. The license is for exclusive use by the Customer.

G. No right or license is being conveyed to the Customer to perform or broadcast the Suite or any component thereof over the Internet, television, radio, satellite or any other method.

H. The Customer is further prohibited from using the Suite in any manner other than as described above.

2. TERM

The term of this Agreement shall commence from the date of purchase.

3. CONFIDENTIALITY

A. The Customer recognizes that the Suite is the proprietary and copyrighted property of Security Training Center,® LLC. Accordingly, the Customer shall not, without the prior express written consent of Security Training Center,® LLC., during the term of this Agreement and for additional two (2) years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Suite component provided by Security Training Center,® LLC. concerning the Suite, provided that such information was not previously known to the Customer or to the general public. The Customer further agrees to take all reasonable precautions to preserve the copyright of Security Training Center,® LLC.'s Suite and shall assume responsibility that its employees, sub-contractors, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.

B. The Customer shall take no steps in attempting to reverse engineer the Suite.

4. WARRANTIES

A. Security Training Center,® LLC. further represents and warrants that it has no actual knowledge that the Suite infringes any valid rights of any third party.

B. The information in the Suite is distributed without warranty. While every precaution has been taken in the preparation of this program, neither the author, Security Training Center,® LLC. nor its parent companies shall have any liability to any person or entity with respect to any injury, loss, or damage caused or alleged to be caused directly or indirectly by the instructions contained in any program or by instruction provided by Security Training Center,® LLC.

C. In the event of a claim by the Customer under this warranty, Security Training Center,® LLC. shall have the option to either repair or replace the Suite. In the event that Security Training Center,® LLC. fails to repair or replace the Suite within a reasonable period, the Customer's sole recourse shall be to terminate the Agreement and Security Training Center,® LLC.'s sole obligation shall be to return any fees paid by the Customer. In no event shall Security Training Center,® LLC. be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.

5. IMPROVEMENTS

The content and all other features, attributes or aspects of the Suite are subject to change, modification, additions or deletions at any time without notice in Security Training Center,® LLC.'s sole discretion.

6. TERMINATION

A. Security Training Center,® LLC. may terminate this license upon notice for failure to comply with any of terms set forth in this Agreement. Upon termination, the Customer is obligated to immediately destroy all digital and print copies of the Suite. For example, but not limited to, presentations, examination booklets, answer keys, etc.

B. Upon the expiration or termination of this Agreement, all rights granted to the Customer under this Agreement shall forthwith terminate and immediately revert to Security Training Center,® LLC. and the Customer shall discontinue all use of the Suite and the like.

7. INDEMNITY

A. Security Training Center,® LLC. agrees to defend, indemnify, and hold the Customer, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses, including reasonable attorney fees and costs, incurred through claims of third parties against the Customer based on a breach of contract by Security Training Center,® LLC. of any representation and warranty made in this Agreement, as well as for any third-party claim for infringement of its intellectual property rights based on the Customer's use of the Suite.

B. The Customer hereby indemnifies and shall defend and hold harmless Security Training Center,® LLC., its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys' fees and expenses, arising out of or in connection with any third party claims that the Customer's use of the Suite in contravention of the grant of rights infringes or otherwise violates any rights of any such third party.

C. Upon the assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party that may give rise to liability of an indemnitor hereunder, the indemnitee shall promptly notify the indemnitor of the existence of such a claim and shall give the indemnitor reasonable opportunity to defend and to settle the claim at its own expense and with counsel of its own selection. The indemnitee shall cooperate with the indemnitor, shall at all times have the right full to participate in such a defense at its own expense and shall not be obligated, against its consent, to participate in any settlement which it reasonably believes would have an adverse effect on its business.

8. JURISDICTION AND DISPUTES

A. This Agreement shall be governed by the laws of California.

B. All disputes hereunder shall be resolved in the applicable state or federal courts of California. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

9. AGREEMENT BINDING ON SUCCESSORS

This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assignees.

10. WAIVER

No waiver by either party, of any default, shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

11. SEVERABILITY

If any provision hereof is held invalid or unenforceable by a court of competent jurisprudence under appropriate jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

12. ASSIGNABILITY

The license granted hereunder is personal to the Customer and may not be assigned by any act of the Customer or by operation of law unless in connection with a transfer of substantially all the assets of the Customer or with the consent of Security Training Center,® LLC.

13. MODIFICATIONS OF TERMS OF USE AND LICENSE AGREEMENT

Security Training Center,® LLC. reserves the right, at any time and without notice, to add to, change, update, or modify this License Agreement, simply by posting such change, update, or modification online at this Web site. Any such addition, change, update, or modification will be effective immediately upon posting.

14. INTEGRATION

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

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