EMERALDWISE, LLC (“EMERALDWISE”) IS WILLING TO GRANT YOU A LICENSE FOR THE CONTENT SPECIFIED HEREIN ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. LICENSE AGREEMENT FOR THE OUTSOURCING GAME - EDUCATIONAL VERSION 1. PARTIES. The parties to this License Agreement (“Agreement”) are you, the licensee (“You”), and Emeraldwise, LLC, a California limited liability company (“Emeraldwise”). All references to “We” and “Our” shall be construed to mean Emeraldwise. All references to “You” or “Your” shall be construed to mean licensee. If licensee is not an individual, then “You” means Your company or institution, its officers, members, agents, successors and assigns. 2. CONTENT. Emeraldwise owns the intellectual property rights in and relating to the training simulation known as “The Outsourcing Game” (“Game”), including the concepts, materials, methods, and know-how used in delivering the game (“Content”). The Content includes paper-based Game materials enclosed in a plastic bag and mailed to You (“Packaged Content”) and electronic files downloaded from the Emeraldwise website (“Electronic Content”). There are several unique versions of Content (“Versions”) from which You may select at the time of ordering. 3. GRANT. Emeraldwise grants You upon the terms and conditions of this Agreement a limited, non-transferable and non-exclusive license to use the Content solely for the purpose of delivering the Game one time at one accredited academic institution (“Academic Institution”) with enrolled students pursuing undergraduate or graduate degrees. All licenses purchased at the same time must be used in the same six month period, either January through June or July through December (“Use Period”). You must specify the Use Period before Packaged Content is shipped because You will be provided with time sensitive passwords. You shall not sublicense or authorize third parties to use the Game. All rights in the Game other than those specifically granted in this Agreement are reserved by Emeraldwise. 4. ACCEPTANCE. Clicking “Accept” below and paying the license fee indicates full acceptance of the terms and conditions of this Agreement. This payment date shall be the “Effective Date” for the purposes of this Agreement. You will receive a paper copy of this Agreement with your Packaged Content. Your return of an unaltered signed Agreement qualifies You for a 10% discount off future license fees. 5. TERM AND TERMINATION. This Agreement will commence as of the Effective Date and continue until the end of the Use Period (the “Term”). Either Party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other Party. This Agreement and all rights shall terminate immediately in the event You are in material breach of its terms. Upon termination of this Agreement for any reason whatsoever, You shall cease all use of the Game. 6. RETURNS AND EXCHANGES. Your return of the Packaged Content to Emeraldwise may constitute Your notice of termination. If Emeraldwise receives the returned and unopened bag of Packaged Content within thirty (30) days of the date it was mailed by Emeraldwise (“Send Date”), You will be refunded the paid license fee, minus a non-refundable fee for shipping and payment processing. If Emeraldwise receives the returned and unopened bag of Packaged Content before the end of the Use Period, You may exchange the Packaged Content for a set with updated passwords. You will be charged an additional fee for shipping and payment processing. You may elect to exchange the Packaged Content for a more expensive Version by paying an upgrade fee equivalent to the difference in prices. You may also elect to exchange the Packaged Content for a less expensive Version, but you will not be refunded the difference in prices. 7. PRIVACY POLICY. Data and information about You is subject to Our privacy policy, which may be accessed from the Emeraldwise home page (http://www.emeraldwise.com). 8. DISPLAYS AND NOTICES. You shall not remove any trademark or copyright notices on the Content. 9. OWNERSHIP. The Content is protected by the copyright laws of the United States and other countries, and We retain all intellectual property rights. You shall claim no interest in the Game, other than Your right to use the Content pursuant to this Agreement. You may not separately publish, sell, market, distribute, lend, lease, rent, or sublicense the Game. 10. TRADEMARK REGISTRATIONS. You shall not use, authorize the use of or apply to register any copyright, trademark, trade name, domain name or other designation identical to or colorably similar to the Game in the United States Patent and Trademark Office, or any state or international agency. You agree that Emeraldwise will, in its sole discretion, clear, file, maintain and defend any and all trademark and copyright applications and resulting registrations worldwide for the Game at Emeraldwise’s expense for the Term of this Agreement. Licensee shall abide by all clearance, filing and maintenance decisions made by Emeraldwise in connection with this Agreement. 11. WARRANTIES. Emeraldwise does not warrant that the Content or Your ability to use it will be error-free. Emeraldwise is not responsible for lost or damaged Content. We do not warrant that the Electronic Content or Your ability to use it will be uninterrupted. To the extent permitted by applicable law, we disclaim all express or implied representations or warranties including the implied warranty of merchantability or fitness for a particular purpose. This warranty is in lieu of all other warranties, express or implied. 12. NO CONSEQUENTIAL DAMAGES. In no event will Emeraldwise be liable to You for any consequential, incidental, indirect, punitive or special damages (including loss of profits, data, business or good will) in connection with use of the Content, termination of the Agreement or otherwise under this Agreement, whether or not liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise, even if it is advised of the likelihood of such damages. 13. SEVERABILITY. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. 14. GENERAL PROVISIONS. 14.1 This Agreement may not be changed, amended or supplemented, except in a writing signed by the Parties. 14.2 The paragraph headings used in this Agreement are for convenience only and shall have no legal effect. 14.3 The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion will not be construed as a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 14.4 This Agreement will be governed by and construed in accordance with the internal substantive laws of the State of California. 14.5 The provisions of Sections 1 (Parties), 2 (Content), 4 (Acceptance), 5 (Term and Termination), 7 (Privacy Policy), 8 (Displays and Notices), 9 (Ownership), 10 (Trademark Registrations), 12 (No Consequential Damages), 13 (Severability), and 14 (General Provisions) shall survive termination of this Agreement for any reason whatsoever. 14.6 This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior contemporaneous agreements, oral or in writing. If You are willing to accept these terms and conditions and be bound in a legal agreement, please indicate Your acceptance below.

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