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system and responsibility for password complexity and length are the sole responsibility of Client's SSO system following activation.
<br />H. Third Party Restrictions. The facilitator videos, Jhana: Bite Sized Learning for Learners, FranklinCovey In Sights, and Frank]inCovey Excel erators
<br />may not be modified or edited in anyway. Certain facilitator program videos may not be embedded into the facilitator PowerPoint, Digital
<br />access Is not available with certain ancillary participant materials. These program videos and materials, including, but not limited to Creative
<br />Juicers, FranklinCovey Style Guide, Managing Essentials, Leadership Essentials, and Leadership Foundations Handbook, may be purchased
<br />separately, upon request.
<br />I. Copyright. Client acknowledges that FranklinCovey or Its licensors exclusively own all proprietary rights and copyrights tothe FranklinCovey
<br />Solutions, Materials, and training sessions, including, but not limited to, any related documentation, images, animation, sound, music, and text,
<br />and Client shall communicate the same to Participants. Any unauthorized use, reuse, copying, reproduction, recording, transmittal,
<br />modification, or revision of the FranldlnCovey Solutions, Materials, ortraining sessions is expressly prohibited and will constitute a breach of this
<br />Agreement and/or copyright laws.
<br />J. Insurance. FranklinCovey will procure and maintain, at Its sole expense, the minimum insurance requirements set forth in Exhibit B to this
<br />License Agreement..
<br />K. Limitation of Liability. FranldlnCovey does not make any warranty, guarantee, or representation, either express or implied (1) regarding the
<br />merchantability or fitness for a particular purpose of the FranklinCovey Solutions, or (2) that certain results may be obtained in connection with
<br />the use of the FranklinCovey Solutions. FranklinCovey does not assume any responsibility for any damage or loss caused by the misuse of the
<br />FranklinCovey Solutions, the misuse of software, hardware or systems of any third -party or Client. FranklinCovey shall not be liable for any
<br />consequential, Incidental or punitive damages arising from this Agreement or the FrankllnCovey Solutions provided hereunder. FranklinCovey's
<br />aggregate liability to Client In relation to any claims arising under this Agreement shall not exceed the total amount paid to FranklinCovey under
<br />this Agreement.
<br />L. Force Majeure. Neither Client nor FranklinCovey shall be required to perform any term, condition, or covenant of this agreement so long as such
<br />performance is delayed or prevented by acts of God, material or labor restriction by any governmental authority, civil riot, floods, hurricanes, or
<br />other natural disasters, or any other cause not reasonably within the control of Client or FranklinCovey.
<br />M. Data Privacy. During the course of this Agreement, FranklinCovey will process Personal Data (defined herein) on behalf of Client. FranklinCovey
<br />agrees to comply with all laws and regulations as prescribed by the European Union GDPR, California Consumer Privacy Act (CPPA), and the
<br />Freedom of Information and Protection of Privacy Act (FIPPA). If Client requires the parties enter into a Data Processing Addendum,
<br />FranklinCovey will send such addendum for Client to fill in and sign. As used in this Agreement "Personal Data' means all data that is defined as
<br />'personal data' under EU Data Protection Laws and to which EU Data Protection Laws apply, and to which CCPA and FIPPA laws apply, and which
<br />is provided by Client to FranklinCovey, and accessed, stored or otherwise processed by FranklinCovey.
<br />N. Confidentiality Between FranklinCovey and Client. Each party may disclose information to the other Party, or otherwise learn such information,
<br />that Is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each Party agrees to
<br />only use the other Party's Confidential Information for its Intended purpose and agrees to maintain the confidentiality of Confidential
<br />Information during the term of this Agreement and for a period of one (1) year following termination of this Agreement. Each Party shall provide
<br />prompt notification to the other Party of any unauthorized access to or disclosure of the other Party's Confidential Information. The term
<br />"Confidential Information" shall not include any information that Is or becomes publicly and widely known through no wrongful act of the
<br />Parties, nor shall it include Information that was independently developed by a Party without use of the other Party's Confidential Information.
<br />0. Entire Agreement, This Agreement represents the entire understanding between the parties and supersedes all prior agreements, whether
<br />written or oral, relati ng to the subject matter hereof. In the event any terms contained In any subsequent purchase order (or similar document)
<br />sent or received in connection with this Agreement are inconsistent with the terms of this Agreement, the terms of this Agreement shall prevail.
<br />This Agreement may only be modified or amended in writing signed by a duly authorized representative of each party.
<br />P. Affirmative Action/Equal Opportunity Employer. FranklinCovey complies with the EEO clause of EO 11246, as amended and the provisions of 41
<br />CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e);
<br />and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements.
<br />Page 3 of 4 AAP License Agreement/Revised 5-2023
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