TeachAids 516 High Street Palo Alto, California 94301 +1 408 462 2437 [email protected] RE: Partnership Engagement Agreement To Whom it May Concern, As part of its mission to develop high quality health education materials and disseminate them freely throughout the world, TeachAids has prepared this standard Partnership Engagement Agreement, for the benefit of its partners, to provide greater detail about TeachAids, its educational materials (which include but are not limited to any relevant research, software, services, processes, designs, marketing materials, and business plans or proposals) (the “Products”), and its policies governing their usage. We would be pleased to discuss any aspect of this document with you in greater detail, and encourage you to contact us with any questions that you may have concerning it. We very much look forward to working together with you to promote health education (the “Purpose”). About TeachAids TeachAids is an award-winning 501(c)(3) social venture that aims to create breakthrough technology to solve persistent problems in health education around the world. Spun out of Stanford University in 2009, TeachAids has grown into a collaborative consortium of world-class experts from disciplines across Stanford University and beyond. Experts span areas including education, medicine, communications, technology, and design thinking. The research behind the TeachAids Products is based on Stanford University’s Institutional Review Board. TeachAids Products are presently in use in more than 80 countries around the world including South Africa, Rwanda, China, India, Canada, and the United States. The Use of TeachAids Products Although the TeachAids Products are made available at no cost to end users — in the interest of achieving the widest possible distribution of, and thus benefit from, the materials — use of the Products is subject to a few standard policies: 1. The Products have been and are being developed at considerable time and expense, and represent the intellectual property of TeachAids. In all circumstances, TeachAids retains all intellectual property rights over the Products. This includes all rights over any derivations, variations, improvements, localizations or any other modification of the Products. As a user, collaborator or distributor of the TeachAids Products, you acknowledge these rights and agree not to contest the validity of these rights under any circumstances. No license or conveyance to you of any patent, copyright, trade secret, trademark and other intellectual property rights therein is granted or implied under this Partnership Engagement Agreement. 2. In the event that you become aware of any infringement of any of TeachAids’ intellectual property rights, you agree to promptly inform TeachAids of this infringement by contacting TeachAids in writing at the address provided above. 3. You are free to use and distribute the Products at no cost, provided that: (a) they are used for non-commercial purposes (e.g., you may not accept any funds or other financial benefit at any point, now or in the future, in connection with the use or dissemination of the Products), (b) they may not be modified in any way without TeachAids’ prior written consent, and (c) you clearly and publicly identify the Products as materials developed by TeachAids. 4. The TeachAids Products are provided to you at no cost, for charitable purposes. The Products are provided on an “as-is” basis, and TeachAids makes no warranties, either express or implied, in respect of the Products. In no event shall TeachAids be liable to you or any other individual or entity for any claim or liability arising out of the use of the Products. 5. TeachAids sincerely appreciates all of the contributions and assistance provided by you and the many other individuals and organizations who support its work in developing the Products (collectively, “Contributors”). You understand that TeachAids may acknowledge your assistance and that of other Contributors in any format or medium that TeachAids deems appropriate, in its sole discretion. Such acknowledgement may include displaying the name and, with the consent of the Contributor, corporate logo (if applicable) of Contributors on TeachAids’ website or in any video, digital or printed work comprising or promoting the Products. You understand and agree that TeachAids is under no obligation to provide any acknowledgement, credit, attribution or thanks (an “Acknowledgement”) to you or any other particular Contributor and you will have no claim against TeachAids for the provision or failure to provide any such Acknowledgement nor will you have any right to determine the format, medium or placement of any such Acknowledgement to the extent provided by TeachAids in its sole discretion. 6. You acknowledge that TeachAids Products (including but not limited to video, digital or printed work containing Acknowledgements) may be distributed by TeachAids under the terms of the Creative Commons Attribution-NonCommercial-No Derivatives 4.0 International (CC BY-NC-ND 4.0) License or under other license terms that allow the free reproduction and dissemination of the TeachAids Products by third-parties (a “Permissive License”). You agree you will have no claim, right, or cause of action arising under, and neither TeachAids nor its licensees will bear any obligation or liability for, either TeachAids’ distribution of Products under a Permissive License or from the propagation of such Products by third parties in accordance with the terms of such Permissive License. 7. You acknowledge that TeachAids cannot reasonably exercise control over nor restrict the actions of third-parties who have received TeachAids Products and that TeachAids shall bear no liability nor be obligated to take any action with respect to such third-parties, whether or not such third-party actions are in accordance with the terms of a license received from TeachAids. 6. Upon written request of TeachAids, you agree to promptly destroy or return all Products and documentation furnished to you by TeachAids, together with all copies thereof in your possession, which is in tangible form. 7. You agree not to use the Products disclosed to you by TeachAids for your own use or for any purpose other than to carry out the Purpose of this Partnership Engagement Agreement. 8. All aspects of TeachAids’ operations, including the relationship between TeachAids and the users of its Products, the use of the Products, and the interpretation of this agreement, shall be governed by the laws of the state of California, and of the United States of America applicable therein. In the extremely unlikely event that a dispute arises between you and TeachAids concerning the use of the Products, our relationship, the interpretation of this letter, or any other issue, such dispute shall be finally 2 settled by reference to the courts in the state of California in the United States of America. * * * We hope that you have found this Partnership Engagement Agreement to be a useful and informative document. Please do not hesitate to raise with us any question you may have in respect of it or any other issue. Otherwise, would you please sign the agreement in the space provided below and return a copy to us by email to: [email protected]. You may also wish to keep a copy of the signed letter for your reference. Sincerely, – Piya Sorcar, Ph.D. Founder and CEO, TeachAids 516 High Street, Palo Alto, CA 94301 +1 650 796 9139 | www.TeachAids.org Adjunct Affiliate, Stanford School of Medicine Faculty Fellow, Stanford Center for Innovation in Global Health [email protected] | +1-650-796-9139 _________________________________ _____________________ (Signature) (Date) On behalf of ______________________________________________ (name of organization) __________________________________________________________ (Type or Print First and Last Name) (I have signing authority.) 3.