CERTIPORT: Certiport, Inc. 1276 South 820 East, Ste. 200 American Fork, Utah 84003 USA Attention: Logo administration Fax: (801) 772-3298 LICENSEE: Information listed at the top of this Logo Agreement. 10. MISCELLANEOUS (a) Entire Agreement. This Logo Agreement, including all Exhibits, comprises the entire parties' agreement concerning its subject matter, and supersedes and merges all prior or contemporaneous communications. It may be amended only by written agreement signed by the parties. (b) Governing Law. This Logo Agreement shall be governed the laws of the State of Utah notwithstanding the application of any conflict of law rules. Licensee consents to jurisdiction and venue in the state and federal courts sitting in the State of Utah. Process may be served on either party in the manner set forth in Section 9 for the delivery of notices or by such other method as is authorized by applicable law or court rule. (c) Attorneys' Fees. In any action to enforce this Logo Agreement, the non-prevailing party shall pay the prevailing party's reasonable attorneys' fees, costs, and other expenses. (d) No Waiver. No waiver of any breach of this Logo Agreement shall constitute a waiver of any other breach, and no waiver shall be effective unless in writing, signed by the waiving party. (e) Severability. If any provision (or portion thereof) of this Logo Agreement shall be held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the court shall enforce such provisions to the extent allowable by law. (f) Survival. The provisions of Sections 3(a), 3(b), 7, 8, 9, 10, as well as Section 5 with respect to Services provided during the term of this Logo Agreement and Section 6 for claims based on use of the Logo permitted herein, shall survive expiration or termination of this Logo Agreement. (g) Exhibits. This Logo Agreement includes Exhibit B-2A, which is hereby incorporated by reference. IN WITNESS WHEREOF, the parties hereto have executed this Logo Agreement by their duly authorized representatives. The individual signing on behalf of Licensee below hereby represents and warrants that he or she has full authority to sign this Logo Agreement and bind Licensee to perform all duties and obligations contemplated by this Logo Agreement. Certiport, Inc. 30 Certiport Solution Provider Agreement 863226.2 CERTIPORT, INC. LICENSEE By: By: Name (print): Name (print): Title: Title: Date: Date: Certiport, Inc. 31 Certiport Solution Provider Agreement 863226.2 EXHIBIT B-2A Logo Specifications Certiport, Inc. 32 Certiport Solution Provider Agreement 863226.2 Licensee must comply with the following specifications in using any of the Logos: 1. Licensee must sign the Logo License Agreement (“Logo Agreement”) before using the Logos. 2. Licensee may use the Logos solely to indicate that Licensee provides testing services for the Certiport programs, as applicable, and Licensee may not use the Logos when Licensee is not promoting services relating to a Certiport program. 3. Licensee may only use the Logos in advertising and marketing materials, and on Licensee's Web site in connection with its promotion of Certiport products and services. 4. Licensee's name or logo must appear on any materials where any Logo is used. Logos must be smaller and less prominent than Licensee's name, trademark, logo, or trade name. 5. Logos may not be used in any manner that expresses or might imply Certiport's affiliation, sponsorship, endorsement, or approval other than as contemplated by the Logo Agreement and the Test Center Agreement. 6. Licensee may not use a Logo in a manner that might suggest co-branding or otherwise create potential confusion as to the source of the services or ownership of the Logo. Licensee may not display a Logo in any manner that suggests that Licensee's services are Certiport services, or in any manner that suggests that “Certiport” is part of Licensee's name. 7. Logos may not be included in any non-Certiport trade name, business name, product or service name, logo, trade dress, design, slogan, or other trademark. 8. Licensee may use the Logos only as provided by Certiport. Except for size subject to the restrictions herein, Logos may not be altered in any manner, including proportions, colors, elements, etc., or animated, morphed, or otherwise distorted in perspective or dimensional appearance. 9. Logos may not be combined with any other symbols including, words, logos, icons, graphics, photos, slogans, numbers, or other design elements. 10. Logos and Certiport's trade dress, and other elements of Certiport's product packaging and web sites may not be imitated in any of Licensee's materials. 11. Neither the Logos, nor any element thereof, may be used as a design feature in any materials. 12. Each Logo must stand alone. A minimum amount of empty space must be left between a Logo and any other object such as type, photography, borders, edges, etc. The required border of empty space (X) around the IC3 Logo must be where (X) equals the height of the 3 in IC3. 13. To ensure legibility, the minimum size for each Logo is ½” high and 2” wide. 14. Each Logo is approved for use only in the color treatments in the form provided by Certiport, provided that black and white reproductions of a Logo are permitted and may be positive or reversed. 15. Each Logo must include the ® symbol as shown in this Exhibit. 16. Each Logo shall be attributed to Certiport Inc. in all materials where it is used, with the attribution clause: “Certiport and the Internet & Computing Core Certification logo are trademarks or registered trademarks of Certiport Inc. in the United States and/or other countries.” For questions regarding the Logos, email: logo@certiport.com. Certiport, Inc. 33 Certiport Solution Provider Agreement 863226.2 EXIBIT B-3 ADOBE CERTIFICATION PROGRAM MARKS SUB-LICENSE AGREEMENT This Certification Program Marks Sub-License Agreement (the “Agreement”) is by and between Certiport, Inc. a Utah Corporation having its principal place of business at 1276 South 820 East, Suite 200, American Fork, UT 84002 (“Certiport”), and the company described below and contains a sub-license from Certiport for use of the Adobe certification program marks shown on Exhibit B-3A (“Certification Program Marks”) and is effective as of the date set forth below. Adobe Systems Incorporated, a Delaware corporation having offices located at 345 Park Avenue, San Jose, CA 95110 ("Adobe") shall be a third party beneficiary to this Agreement as provided for herein 1. COMPANY INFORMATION. Please provide the following information: Date Company Name Address E-mail Address State of Incorporation Name and Title of Principal Contact in Company Telephone Number Fax Number URL for site(s) where trademark(s) will appear Proposed use or brief description of proposed use of trademark(s) 34 Certiport, Inc. Certiport Solution Provider Agreement THE COMPANY SET FORTH ABOVE IS REFERRED TO AS "SUB-LICENSEE" IN THIS AGREEMENT. WHEREAS, Certiport has entered into an Certification Testing Alliance Agreement ("Alliance Agreement") with Adobe Systems Incorporated ("Adobe") wherein Certiport has agreed to administer, distribute, manage and operate the Certification Program (as defined in the Alliance Agreement); WHEREAS, Certiport is acting as Adobe's limited agent in regards to this Agreement to grant certain Certification Program Marks sub-licenses as authorized under the Alliance Agreement and herein; WHEREAS, Certiport has awarded Sub-Licensee authorization under the Certification Program in accordance with the terms of the Alliance Agreement WHEREAS, Sub-licensee must use the Certification Program Marks in connection with the marketing, promotion and delivery of Published Exams (as defined in the Alliance Agreement) authorized by Certiport; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained the parties hereto, each intending to be legally bound, hereby agree as follows: 2. SUB-LICENSE. (a) Sub-license Grant. All rights not expressly granted in this Agreement are reserved by Adobe, as applicable. Certiport grants to Sub-licensee, a nonexclusive, nontransferable right to use, under the terms of this Agreement, the Certification Program Marks. (b) Sub-license Restrictions. Nothing in this Agreement shall give Sub-licensee any right, title or interest in any Certification Program Mark, other than the sub-license rights granted in this Agreement. Sub-licensee recognizes the value of the goodwill associated with the Certification Program Marks, and acknowledges that such goodwill exclusively inures to the benefit of and belongs to Adobe. Sub-licensee shall not assign, transfer or sub-license this Agreement (or any right granted in this Agreement) without the prior written consent of Certiport and Adobe. Sub-licensee agrees not to use the Certification Program Marks in any way that would disparage Adobe or injure Adobe's reputation for high quality. 3. IDENTIFICATION AND USE. (a) Use. The Sub-licensee may use the Certification Program Marks solely to identify Adobe as the source of the Certification Examinations and corresponding Published Exams in the Sub-licensee’s marketing and promotion of the Certification Exams, and delivery of the corresponding Published Exams, to Candidates (as defined in the Alliance Agreement) if Sub-licensee is a Certiport Center (as defined in the Alliance Agreement), or in the marketing and promotion of the Certification Examinations to Candidates and Certiport Centers if the Sub-licensee is a Certiport reseller of the Certification Program (as defined in the Alliance Agreement) , all in connection with Certiport's administration of the Certification Program (collectively "Purpose of Use"). Certiport, Inc. 35 Certiport Solution Provider Agreement 863226.2 (b) Identification of Certification Program Marks. Sub-licensee may use the Certification Program Marks on the Certification Examinations referenced herein, as well as on web sites or in print media, labels or packaging, for the Purpose of Use, so long as such use complies with this Agreement, the trademark guidelines available at the "Permissions and trademark guidelines" pages of the Adobe web site (www.adobe.com) and the "Adobe Trademarks Guidelines for third parties who license, use or refer to Certification Program Marks," also available from the Adobe web site (http://www.adobe.com/support/certification/pdfs/Cert_Logo_Guide.pdf). Such guidelines may be revised and updated at any time by Adobe and Sub-licensee shall remain at all times in compliance with the then-current version of the guidelines. In addition, Sublicensee shall comply with the requirements on Attachment 1 hereto and shall: (i) mark its use of Certification Program Marks with the symbol ® or “™” as specified by the Adobe guidelines; (ii) include the trademark attributions as required by the "Adobe Trademarks Guidelines for third parties who license, use or refer to Certification Program Marks" (located at the Adobe website, http://www.adobe.com/support/certification/pdfs/Cert_Logo_Guide.pdf) in reasonably close proximity to its first use of any Certification Program Mark in any document or on a screen display, or in a location to which users are directed for statements concerning the ownership of intellectual property rights of Sublicensee; (iii) not alter any Certification Program Mark logos in any way, including without limitation, skewing, changing the color, rotating, animating, morphing, separating logo elements or changing a type face; (iv) display any Certification Program Mark logo in a type size greater than 2cm high at all times; (v) not display any Certification Program Mark as a primary or prominent feature on any non-Adobe products or materials; (vi) not incorporate, combine or use any Certification Program Mark in any manner as part of, or in close proximity to, another company's name, domain name, product or service name, logo, trade dress, design, slogan or other trademarks; and (vii) reproduce the Certification Program Marks only from electronic files as shall be provided by Certiport to Sub-licensee (and as may be modified or amended by Adobe from time to time). (c) Protecting the Certification Program Marks. Sub-licensee acknowledges the validity of the Certification Program Marks and Adobe's ownership of the Certification Program Marks. Sub-licensee shall not represent that it is the owner of the Certification Program Marks or claim any right in it. Sub-licensee shall employ best efforts to use the Certification Program Marks in a manner that does not derogate from Adobe's rights in the Certification Program Marks and will take no action that will interfere with or Certiport, Inc. 36 Certiport Solution Provider Agreement 863226.2 diminish Adobe's rights in the Certification Program Marks. All uses of the Certification Program Marks by Sub-licensee will inure to the benefit of Adobe. Sub-licensee will not use the Certification Program Marks in any way as an endorsement or sponsorship by Adobe or Certiport of a Sub-licensee product, or Sub-licensee's Web site, services, information or other content. Sub-licensee agrees that it will not challenge or do anything to impair Adobe's ownership of the Certification Program Marks or Certiport's license therefrom. In particular, Sub-licensee will not register or attempt to register any Certification Program Mark in any jurisdiction and will not oppose Adobe's registration of any Certification Program Mark. Sub-licensee agrees that it will not adopt or use a trademark, service mark, or any other designation confusingly similar to the trademark, or use any other trademark, word, symbol, letter or design in combination with any Certification Program Mark in a manner that would create a combination mark. 4. QUALITY STANDARD: APPROVAL PROCESS, FEES, AND INSPECTION. (a) Standard. Sub-licensee agrees to use the Certification Program Marks in connection with the marketing, promotion or delivery of Published Exams only where: (i) Sub-licensee's self-promotional activities are in compliance with all applicable U.S. and foreign fair advertising laws and regulations; (ii) Sub-licensee's self-promotional activities are in compliance with all other applicable U.S. and foreign laws and regulations; (iii) Sub-licensee's services are compatible with Adobe products if so indicated on the promotional materials for Sub-licensee's services; (iv) Sub-licensee's services are of a quality and reputation consistent with the high quality of Adobe products and services; and (v) Sub-licensee's services are performed in a manner consistent with industry standards set forth via the following website: http://www.apa.org/science/standards.html#overview (b) Inspection. Upon reasonable request from Adobe, Sub-licensee shall notify Adobe of the locations of Sub-licensee's use of the Certification Program Marks and furnish Adobe with suitable specimens of Sub-licensee's use of the Certification Program Marks. If Adobe so requests, Sub-licensee agrees to submit to Adobe any uses of the Certification Program Marks for Adobe's approval prior to the dissemination of these materials. Sublicensee agrees to undertake such steps as Adobe may reasonably request to assist in monitoring and maintaining the quality and form of use of the Certification Program Marks. Adobe may review Sub-licensee's use of the Certification Program Marks at any time to evaluate Sub-licensee's compliance with the quality standards described in this Agreement. If at any time Adobe determines that Sub-licensee is not maintaining adequate quality standards, Sub-licensee shall be considered in breach of this Agreement and subject to the termination provisions herein. Sub-licensee shall immediately remedy any material deficiencies in its use of the Certification Program Marks upon reasonable notice from Adobe. Certiport, Inc. 37 Certiport Solution Provider Agreement 863226.2 5. SUB-LICENSEE'S LIABILITY. Sub-licensee shall indemnify, defend, and hold harmless Adobe and Certiport from and against any claims relating to Sub-licensee's use of the Certification Program Marks that does not comply with this Agreement. 6. LIMITATION OF LIABILITY. NEITHER ADOBE NOR CERTIPORT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ADOBE TRADEMARKS. IN NO EVENT SHALL ADOBE OR CERTIPORT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO SUBLICENSEE'S USE OF THE ADOBE TRADEMARKS, EVEN IF ADOBE AND/OR CERTIPORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. PROTECTION OF THE ADOBE TRADEMARKS. Sub-licensee agrees to cooperate with Certiport and Adobe in the protection of the Certification Program Marks by informing Certiport in writing of any infringements or imitations by others of any Certification Program Mark which come to Sub-licensee's attention, and Certiport and/or Adobe may bring appropriate action or proceeding with respect to such infringement at its own expense and for Adobe's benefit. In such event, Sub-licensee agrees to cooperate with and assist Certiport and Adobe and to join in such action or proceeding as a party if so requested by Certiport or Adobe. 8. TERM AND TERMINATION. (a) The date of acceptance of this Agreement by Sub-licensee shall be the Effective Date of this Agreement. The term of this Agreement shall be for the same duration as set by the Alliance Agreement. Certiport or Adobe shall have the right to terminate this Agreement with cause upon fifteen (15) days prior written notice if it determines, in its sole discretion, that Sub-licensee is not using a Certification Program Mark in compliance with this Agreement. Either Adobe or Certiport may terminate this Agreement for any reason upon ninety (90) days prior written notice. (b) This Agreement and the sub-license it grants shall terminate automatically without prior notice or legal action by Certiport or Adobe upon the happening of any of the following events: (i) the Alliance Agreement between Adobe and Certiport terminates; (ii) if Certiport's licensing or sublicensing rights terminates; (iii) Sub-licensee is adjudicated in any legal proceeding to be a voluntary or involuntary bankrupt; (iv) Sub-licensee makes any general assignment of assets or business for the benefit of creditors; Certiport, Inc. 38 Certiport Solution Provider Agreement 863226.2 (v) a trustee or receiver is appointed to administer or conduct Sub-licensee's business or affairs; (vi) ownership or control of Sub-licensee is substantially changed; or (vii) Sub-licensee's materials or revised materials fail to be approved or approval is withdrawn pursuant to paragraph 4(b). (c) From and after termination or expiration of this Agreement, Sub-licensee shall cease and desist from all use of the Certification Program Marks, shall not adopt any colorable imitation or confusing simulation thereof, and shall refrain thereafter from representing directly or indirectly that it is a sub-licensee of the Certification Program Marks. 9. NOTICES. All notices under this Agreement shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail, return receipt requested, or sent by facsimile with a receipt confirmed by telephone, to Sub-licensee at the address set forth in this Agreement, to Certiport or Adobe at the address provided for Certiport above. 10. MISCELLANEOUS. This Agreement contains the entire agreement of the parties with respect to the subject matter of the Agreement and shall not be amended except by a written agreement subsequent to the Effective Date and signed by authorized representatives of each party. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Sub-licensee consents to jurisdiction and venue in the state and federal courts sitting in the State of California. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses. Sub-licensee acknowledges that a breach by Sub-licensee of any of its obligations under this Agreement will cause Adobe irreparable harm. In the event of any breach by Sublicensee that could result in irreparable harm to Adobe, or cause some loss or dilution of Adobe's goodwill, reputation, or rights in any Certification Program Mark, Adobe shall be entitled to seek an immediate injunction in addition to any other remedies available to it. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision of this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement does not create a partnership, joint venture or agency, employment, or grant a franchise between or among Certiport, Adobe and/or Sub-licensee. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Certiport, Inc. 39 Certiport Solution Provider Agreement 863226.2 EXHIBIT B3-A TO CERTIPORT CENTER ADOBE TRADEMARKS SUB-LICENSE AGREEMENT CERTIFICATION PROGRAM MARKS: A. Certification Examination: Web Communication using Dreamweaver 8 B. Certification Examination: Rich Media Communication using Flash 8 REQUIREMENTS: See Adobe Certified Program Guidelines for Logos and Credentials at http://www.adobe.com/support/certification/pdfs/Cert_Logo_Guide.pdf Certiport, Inc. 40 Certiport Solution Provider Agreement 863226.2 Company Confidential EXHIBIT C Non-Disclosure Agreement THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT, is entered into by Certiport Inc. (hereinafter referred to individually as "Certiport") and between _________________________, a ___________________ Corporation (hereinafter referred to as "Company"), on the date shown below, as follows: 1. In connection with on-going discussions concerning certain possible transactions relating to potential strategic business alliances (the "Transactions") between Company and Certiport, each party to this Agreement may wish to disclose its proprietary information to the other party on a confidential basis. This proprietary information (hereinafter "Information") may take the form of documentation, drawings, specifications, software, technical or engineering data, business information, and other forms. "Information" includes any reports, analyses, studies, or other materials, whether prepared by the receiving party or otherwise, that contain or are based upon Information covered by the Agreement. 2. Each party to this Agreement shall not disclose or allow unauthorized use of the Information, and the Information shall not be reproduced in any form except as required in conjunction with the Transactions. Each party shall retain all such Information in a secure place with access limited only for the purposes of this Agreement. The Information shall be deemed the property of the disclosing party and, upon request, the other party will return all Information received in tangible form to the disclosing party or will destroy all such Information. 3. The existence and terms of this Agreement, and the fact and substance of the discussions and correspondence between Company and Certiport, by name or identifiable description in connections with the names' participation in such process, shall be deemed confidential Information of both parties under this Agreement. 4. With respect to Information disclosed under this Agreement, the party to whom the Information is disclosed shall have no obligation to preserve the proprietary nature of any Information which: (a) was previously known so such party is free of any obligation to keep it confidential; or (b) is or becomes publicly available by means other than breach of the receiving party's obligation under this Agreement; or (c) is developed by or on behalf of such party independent of any Information furnished under this Agreement; or (d) is received from a third party whose disclosure does not, to the receiving party's knowledge, violate any confidentiality obligation. 5. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information disclosed, or under any 41 Certiport, Inc. Certiport Solution Provider Agreement Company Confidential trademark, patent, copyright or any other intellectual property rights of either party. None of the information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights or any other intellectual property right. 6. Each party agrees that it will not, without the written consent of the other, transmit, directly or indirectly, the Information received from the other hereunder or any portion thereof to any country outside the United States if the export or reexport of such information is prohibited by the US export laws. 7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL LAWS OF THE STATE OF UTAH OF THE UNITED STATES OF AMERICA. 8. This Agreement shall become effective as of the date on which it is first executed below ("Effective Date"). Disclosures of Information under this Agreement may take place for a period (the "Information Disclosure Period") of three years after the Effective Date. The obligations of the parties under this Agreement with respect to Information received during the Information Disclosure Period shall survive and continue beyond the expiration of the Information Disclosure Period. 9. Each party agrees that the disclosing party may be irreparably injured by a breach of this Agreement by the receiving party or its representatives and that the disclosing party may be entitled to obtain equitable relief including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity, and the prevailing party in any action shall be entitled to reasonable attorney's fees and costs in addition to all other relief to which it may be entitled. 10. This Agreement (a) constitutes the entire understanding between the parties with respect to Information provided in connection with the Transactions from and after the Effective Date, (b) supersedes any prior Agreement between the parties with respect to Information provided in connection with the Transactions from and after the Effective Date, and (c) shall bind each party with respect to all Information received after the Effective Date and prior to the expiration of the Information Disclosure Period. No amendments or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative. 11. Each party represents that it has caused this Agreement to be executed on its behalf as of the date written below by a representative empowered to bind that party with respect to the undertakings and obligations constrained herein. 42 Certiport, Inc. Certiport Solution Provider Agreement Company Confidential Certiport Inc., Company,_____________ Signed: Signed: Title: Title: Effective Date: Effective Date: 43 Certiport, Inc. Certiport Solution Provider Agreement Name: Name: