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NePoPo® Master Agreement

This NePoPo® Master Agreement (this "Agreement"), effective as of the date of the last signature below (the "Effective Date"), is by and between B.C.BB B.V., a company incorporated under Belgian law ("BCBB"), Dances with Malinois, LLC, a limited liability company organized under the laws of the State of Missouri ("DWM"), Les Nouveaux Etablissements Charles Martin, SA, a company incorporated under Belgian law ("Martin System®"), and the individual who executes this Agreement ("Licensee" and together with BCBB and Martin System®, the "Parties", and each a "Party").

1. Services. In consideration of Licensee's compliance with this Agreement and the Licensee Schedule, BCBB shall provide to Licensee the services and/or grant to Licensee the rights (the "Services") set out in one or more schedules (each, a "Licensee Schedule"). The initial accepted Licensee Schedule is attached as Exhibit A.

2. Fees and Expenses.

2.1 In consideration of the provision of the Services by BCBB and/or DWM and the rights granted to Licensee under this Agreement, Licensee shall pay BCBB's or DWM's then-current fees set forth in the applicable Licensee Schedule. Payment shall be due and payable in the manner set forth in the Licensee Schedule.

2.2 Licensee shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Licensee; and to the extent BCBB or DWM is required to pay any such sales, use, excise, or other taxes or other duties or charges, Licensee shall immediately reimburse BCBB or DWM in connection with its payment of fees and expenses as set forth in this Section.

2.3 All late payments shall bear interest at the lesser of (a) the rate of 2.5% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Licensee shall also reimburse BCBB or DWM for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees.

3. Compliance with Law. Licensee is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Licensee has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

4. Intellectual Property.

4.1 Definitions.

(a) "Licensor," for this Section only, means BCBB and Martin System®.

(b) "Brand Manual" means Licensor's guidelines for the form and manner in which the Licensed Marks may be used under this Agreement, a copy of which is made available to Licensee contemporaneously with the execution of this Agreement, including any amendments or updates to them as Licensor may provide to Licensee from time to time.

(c) "Licensed Marks" means the Trademarks set forth in the Brand Manual, whether registered or unregistered, including any listed registrations and applications and any registrations that may be granted pursuant to such applications.

(d) "Licensed Use" means the products and services listed in the applicable Licensee Schedule and any other products or services that the Parties may agree on in writing from time to time for advertising, marketing, distribution, and sale under the Licensed Marks.

(e) "Licensor Intellectual Property" means any and all intellectual property that are provided or used by Licensor in connection with the Services or this Agreement and any intellectual property owned or controlled by Licensor arising under the laws of any jurisdiction throughout the world, including, but not limited to: (a) patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and utility models); (b) copyrights and works of authorship (whether or not copyrightable), and all registrations, applications for registration, and renewals of any of the foregoing ("Copyrights"); (c) trade secrets, know-how, inventions (whether or not patentable), technology, and other confidential and proprietary information ("Know-How"); (d) trademarks, service marks, trade dress, trade names, domain names, social media accounts or usernames, or other indicia of source or origin ("Trademarks"); and (e) other intellectual property and related proprietary rights.

4.2 License Grant. Subject to this Agreement's terms and conditions, Licensor hereby grants to Licensee during the Term a non-exclusive, non-transferable, non-sublicenseable license to (a) use the Licensed Marks on or in connection with the Licensed Use; and (b) only to the extent required for the Licensed Use, Licensor hereby grants to Licensee during the Term a non-exclusive, non-transferable, non-sublicenseable license to use the Copyrights and Know-How solely in connection with the Licensed Use (collectively, the "Licensed Intellectual Property").

4.3 Use of Licensed Intellectual Property. Without Licensor's prior written consent, Licensee shall not use the Licensed Marks (or any confusingly similar mark), individually or in combination, as part of (a) its corporate or trade name, or (b) any domain name. Licensee shall comply strictly with Licensor's directions regarding the form and manner of the application of the Licensed Intellectual Property, including the directions contained in the Brand Manual. Licensee agrees that it shall not, during the Term or after, directly or indirectly: (a) take, omit to take, or permit any action which will or may dilute the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Intellectual Property or Licensor, or which will or may invalidate or jeopardize any registration of the Licensed Marks; or (b) apply for, or obtain, or assist any person in applying for or obtaining any registration of the Licensed Marks, or any trademark, service mark, trade name, or other indicia confusingly similar to the Licensed Marks. Licensee shall provide, at Licensor's request, all necessary assistance with maintenance and prosecution of the Licensed Marks.

4.4 Quality Control. Licensee acknowledges and is familiar with the high standards, quality, style, and image of Licensor, and Licensee, at all times, shall conduct its business and use the Licensed Intellectual Property in a manner consistent with these standards, quality, style, and image. Licensee shall promptly provide Licensor with copies of all communications with any governmental, regulatory, or industry authority relating to the Licensed Intellectual Property or the Licensed Use. Licensee shall permit Licensor at all reasonable times to inspect any property used for the Licensed Use to ensure compliance with the quality standards or any other specifications or requirements set forth in this Agreement. At any time at Licensor's request, Licensee shall, at its own expense, supply a reasonable number of samples of the Licensed Use to Licensor for approval, which may be given or withheld in Licensor's sole discretion. Licensee shall not sell, market, distribute, or use for any purpose, or permit any third party to sell, market, distribute, or use for any purpose, any Licensed Use that Licensor rejects. Licensee shall promptly provide Licensor with details of any complaints it has received relating to the Licensed Use together with reports on the manner in which such complaints are being, or have been, resolved and shall comply with any reasonable directions given by Licensor concerning such complaints.

4.5 Notification. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (a) actual, suspected, or threatened infringement of the Licensed Intellectual Property, claim that the Licensed Intellectual Property is invalid, or opposition to the Licensed Marks; (b) actual, suspected, or threatened claim that use of the Licensed Intellectual Property infringes the rights of any third party; or (c) person applying for, or granted, a registered trademark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to Licensee under this Agreement.

4.6 Ownership. Licensee acknowledges that (a) Licensor is the owner of the Licensor Intellectual Property and all goodwill related to Licensor Intellectual Property, and (b) all use of the Licensor Intellectual Property under this Agreement and any goodwill accruing from such use will inure solely to Licensor's benefit. If Licensee acquires any rights in Licensor Intellectual Property, by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by any of the Parties.

4.7 Licensee Name and Likeness. Licensee grants Licensor the perpetual, worldwide right to use Licensee's name, voice, photographic and non-photographic likenesses, and biographical information (collectively, "Licensee Attributes"), including information that Licensee provides to Licensor and all publicly available information about  Licensee in connection with Services and advertisement and promotion of the Services and any part of any of the foregoing, including, but not limited to the perpetual, worldwide right to use the Licensee Attributes in and in connection with recordings released in any and all media and by any and all technologies and means of delivery whether now or in the future known or devised.

4.8 Reservation of Rights. Licensor hereby reserves all rights not expressly granted to Licensee under this Agreement.

5. Confidentiality. From time to time during the Term of this Agreement, BCBB, DWM or Martin System® (as the "Disclosing Party") may disclose or make available to Licensee (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure under this Agreement; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, before making such disclosure, notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

6. Non-Disparagement. Licensee agrees that, unless required to do so by legal process, Licensee will not make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, including through social media, about or to any person whomever including disparaging statements or representations about BCBB, DWM, Martin System®, Bart Bellon, or Michael Bellon, or any person, entity, or product affiliated with the foregoing. For purposes of this section, a disparaging statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or entity to whom the communication relates. If Licensee breaches its non-disparagement obligations, Licensee shall pay to BCBB or DWM an amount equal to EUR 1000,00 (one thousand euro) for each such independent breach. The Parties intend that such amount constitutes compensation and not a penalty. The Parties acknowledge and agree harm caused by a breach necessitating such compensation would be impossible or very difficult to accurately estimate and that such compensation is a reasonable estimate of the anticipated or actual harm that might arise from such breach. Except for equitable remedies, including injunctive relief, the right to terminate this Agreement, and the right to seek attorneys’ fees and costs as provided in this Agreement, Licensee’s payment of such compensation is Licensee’s sole liability and entire obligation for any such corresponding breaches. On request, Licensee agrees to promptly provide BCBB or DWM with all necessary records to carry out the intent of this paragraph, including providing documents that may be necessary to calculate the damages.

7. Insurance. During the Term and for a period of one year after expiration or termination of this Agreement for any reason, Licensee shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers, that includes but is not limited to, commercial general liability with limits no less than those customary for Licensee's industry and/or profession, which policy will include contractual liability coverage insuring the activities of Licensee under this Agreement.

8. Behavior; Policies; School. All information the Licensee provides to BCBB and/or DWM shall be truthful, accurate, and complete. Licensee acknowledges that, to operate effectively, BCBB and/or DWM must have a positive relationship with Licensee, built on mutual trust, respect, and cooperation. BCBB and DWM each reserve the right to terminate this Agreement or suspend any of Licensee's credentials, in its sole discretion, for any unacceptable behavior, lack of cooperation, lack of respect, inebriation during training, cheating, breach of this Agreement, the Code of Conduct, or breach of any BCBB or DWM policy. If Licensee is a student of BCBB or DWM, BCBB or DWM has the sole discretion to pass or fail Licensee, and Licensee shall not be entitled to any refund.

9. Term, Termination, and Survival.

9.1 Unless otherwise noted in Exhibit A, this Agreement shall commence as of the Effective Date and shall continue thereafter for one year. BCBB or DWM may terminate this Agreement, effective upon written notice to the Licensee, for convenience, without penalty. Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

9.2 Notwithstanding anything to the contrary in this Section, BCBB or DWM may terminate this Agreement on written notice if Licensee fails to pay any amount when due under this Agreement and such failure continues for fifteen days after Licensee's receipt of written notice of nonpayment.

9.3 Upon expiration or termination of this Agreement for any reason, the rights and obligations of the parties shall terminate; provided, however, that the expiration of termination of this Agreement shall not release any part from any obligation or liability to the other party that (a) has already accrued under this Agreement; (b) comes into effect due to the termination or expiration of this Agreement; or (c) otherwise survives the expiration or termination of this Agreement. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration, including but not limited to, those Sections dealing with indemnification, confidentiality, non-disparagement, and limitation of liability.

10. Disclaimer of Warranties. THE SERVICES AND LICENSED INTELLECTUAL PROPERTY ARE PROVIDED "AS IS," AND BCBB, DWM, AND MARTIN SYSTEM® HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

11. Indemnification. Licensee shall indemnify, defend, and hold harmless BCBB, DWM, Martin System®, and their officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, demands, judgments, settlements, interest, awards, penalties, fines, costs, interest, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers (collectively, "Losses"), relating to, arising out of, or resulting from (a) any negligent or intentional act or omission on the part of Licensee, or its servants, agents, employees, consultants, guests, licensees, invitees, independent contractors, or subcontractors, or others working at the direction of Licensee or on its behalf (collectively, the "Licensee Parties"); (b) the application or violation of any pertinent federal, state, or local laws by Licensee Parties; (c) the operations or conduct of Licensee or Licensee Parties; and (d) any breach or nonperformance by any Licensee Parties of any covenant, condition, obligation, representation, warranty, or agreement in this Agreement.

12. Limitation of Liability. IN NO EVENT SHALL INDEMNIFIED PARTY BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL INDEMNIFIED PARTY'S COMBINED AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO BCBB, DWM, OR MARTIN SYSTEM® PURSUANT TO THIS AGREEMENT.

13. Release.

13.1 Licensee is aware and understands that working dogs and the Services (the "Activity") is a potentially dangerous activity and involves the risk of personal or psychological injury, pain, suffering, temporary or permanent disability, death, property damage, and/or financial loss. Licensee is also aware of the contagious nature of bacterial and viral and parasitic diseases carried by dogs, including but not limited to, bubonic and septicemic plague, hookworm, rabies, toxoplasmosis, tapeworms, ringworm, salmonella, psittacosis, Lyme disease, rocky mountain spotted fever, campylobacter, giardia, methicillin resistant staphylococcus aureus, and toxocariasis (collectively, the "Diseases") and the risk that Licensee may be exposed to or contract the Diseases by engaging in the Activity, which may result in illness, personal or psychological injury pain, suffering, temporary or permanent disability, death, property damage, and/or financial loss. Licensee acknowledges that these risks may result or be compounded by the actions, omissions, or negligence of the BCBB, DWM, or Martin System® employees or others, including negligent emergency response or rescue operations. Licensee understand that while BCBB, DWM, and Martin System® have implemented measures to reduce the risk of injury from the Activity, the they cannot guarantee that Licensee will not be injured or become infected with the Diseases or other infectious diseases during my participation in the Activity, and that engaging in the Activity may increase my risk of injury or contracting the Diseases. NOTWITHSTANDING THESE RISKS, LICENSEE ACKNOWLEDGE THAT Licensee AM VOLUNTARILY PARTICIPATING IN THE ACTIVITY WITH THE KNOWLEDGE OF THE DANGERS INVOLVED. LICENSEE HEREBY ACCEPT AND ASSUME ALL RISKS OF ILLNESS, PERSONAL OR PSYCHOLOGICAL INJURY, PAIN, SUFFERING, TEMPORARY OR PERMANENT DISABILITY, DEATH, PROPERTY DAMAGE, AND/OR FINANCIAL LOSS ARISING THEREFROM, WHETHER CAUSED BY THE ORDINARY NEGLIGENCE OF BCBB, DWM, MARTIN SYSTEM® OR OTHERWISE.

13.2 Licensee hereby expressly waive and release any and all claims, now known or hereafter known, against BCBB, DWM, Martin System® and their officers, directors, manager(s), employees, agents, affiliates, shareholders/members, successors, and assigns (collectively, "Releasees") on account of personal or psychological injury, illness, pain, suffering, temporary or permanent disability, death, property damage, or financial loss arising out of or attributable to my participation in the Activity, whether arising out of the ordinary negligence of the Companies or any Releasees or otherwise. Licensee covenants not to make or bring any such claim against Releasees, and forever release and discharge the Releasees from liability under such claims. This waiver and release does not extend to claims for gross negligence, willful misconduct, or any other liabilities that cannot be released by agreement.

13.3 Licensee confirm that Licensee is: (a) in good health and proper physical condition and do not have any medical or other conditions that would impair my ability to participate in the Activity; and (b) not experiencing symptoms of the Diseases (such as cough, shortness of breath, sore throat, congestion, headache, muscle or body aches, chills, or fever) do not have a confirmed or suspected case of the Diseases, and have not come in contact in the last 14 days with any person or animal who has been confirmed to have or suspected of having the Diseases. Licensee will comply with all federal, state, and local laws, orders, directives, and guidelines related to the Activity and the Disease while participating in the Activity. Licensee will also follow all instructions, recommendations, and cautions of BCBB, DWM, and Martin System® at all times. If at any time Licensee believes conditions to be unsafe, that Licensee is no longer in proper physical condition to participate in the Activity, or Licensee begins experiencing symptoms of the Diseases, Licensee will immediately discontinue further participation in the Activity. Licensee acknowledges that BCBB, DWM, and Martin System® are relying on these statements to allow Licensee to participate in the Activity.

13.4 Licensee shall defend, indemnify, and hold harmless BCBB, DWM, and Martin System® and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, the costs of enforcing any right to indemnification under this Release, and the cost of pursuing any insurance providers, incurred by/awarded against the companies or any other Releasees arising out of or resulting from any claim of a third party related to my participation in the Activity including any claim related to my own negligence or the ordinary negligence of the Releasees.

14. Relationship of the Parties. Nothing in this Agreement shall be construed to create a joint venture or partnership between the Parties or an employer/employee or agency relationship. Neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

15. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Licensee to make payments to BCBB or DWM under this Agreement), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including, without limitation, the following force majeure events: (1) acts of God; (2) flood, fire, earthquake, epidemics, pandemics, and other catastrophes; or explosion; (3) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (4) government order, law, or actions; (5) embargoes or blockades in effect on or after the date of this Agreement; and (6) national or regional emergency.

16. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties direct the court to modify this Agreement to give effect to the original intent of the parties as closely as possible in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible. In the event any court finds any timer period, geographic scope, scope of activity, or any definition in this Agreement to be overly broad, such term shall be substituted for language the court deems reasonable.

17. General. Each of the Parties shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement. Each Party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by email or facsimile (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other Party at the addresses set forth above (or to such other address that the receiving Party may designate from time to time in accordance with this Section). This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with, the laws of Missouri, without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. The Parties agree that this Agreement is drafted in the English language. Each Party accepts and approves the English version of the Agreement signed by both Parties as controlling in any dispute among the Parties arising from or related to the Agreement. Either Party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Missouri. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; and (C) WAIVES ANY RIGHT TO TRIAL BY JURY. This Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The Parties may not amend this Agreement except by written instrument signed by the Parties. No waiver of any right, remedy, power, or privilege under this Agreement ("Right(s)") is effective unless contained in a writing signed by the Party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise of any Right or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. Licensee may not directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger, operation of law, or any other manner, without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Except for the Parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement. This Agreement may be executed in counterparts. In the event that any Party institutes any legal suit, action, or proceeding against the other Party arising out of or relating to this Agreement, the substantially prevailing Party shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including actual attorneys' fees, expenses, and court costs.

EXHIBIT A

LICENSEE SCHEDULE: SILVER STUDENT

1. Additional Definitions.

1.1 "NePoPo® Silver School" means the first-tier in-person school and education organization for theoretical courses in dog training developed, organized, and taught by Michael Bellon and Bart Bellon and/or BCBB, based on know-how, methodology, and philosophy developed by Michael Bellon and Bart Bellon and/or BCBB.  

1.2 "Instructors" means Michael Bellon and/or Bart Bellon.

2. Services. During the Term, and subject to Licensee’s compliance with the Agreement and this Schedule, BCBB grants to Licensee the right to (a) attend and participate in a NePoPo® Silver School (during which breakfast, lunch, and dinner are provided for Licensee each day); and (b) use the Licensed Marks in connection with the Licensed Use (as set forth below). 

3. Fees.

3.1 Tuition. When the Silver School takes place in Europe, Licensee must pay BCBB EUR 1.995,00 (one thousand nine hundred ninety-five euro), and when the Silver School takes place in USA, Licensee must pay DWM $1,995.00 USD (one thousand nine hundred ninety-five dollars) (the "Tuition").

3.2 Due Date. The Tuition must be paid at least 14 days prior to the commencement of the NePoPo® Silver School in which Licensee desires to enroll. If the full Tuition is not paid within the above-stated timeframe, Licensee will not be enrolled in the NePoPo® Silver School.

3.3 Form of Payment.

When the Silver School takes place in Europe, payments must be made to BCBB for students in attendance in euros by wire transfer or automated clearing house in accordance with the following instructions:

Account Owner:
B.C.BB B.V.
Schansstraat, 8
B-2660 Hoboken (BELGIUM)

Bank Information:
CBC Banque CBC Banque Liege - Cenre EF CB2629 - Boulevard Piercot 35
4000 Liege - Belgium
IBAN: BE05 7320 4737 7275
BIC: CREGBEBB

When the Silver School takes place in the United States, payments must be made to DWM for students in attendance in USD by wire transfer or automated clearing house in accordance with the following instructions:

Account Owner:
Dances With Malinois, LLC
1061, Morningside RD
Seymour MO 65746-8066, USA

Bank Information:
Bank of America N.A., 2940 Glenstone Ave, Springfield, MO, 65804
Account Number: 355011952339
Routing Numbers: 081000032 (for electronic transfers and deposits)
026009593 (for wire transfers)
BIC: BOFAUS3N

3.4 Refunds and Cancellation. No refunds will be provided under any circumstances for any full or partial Tuition, including but not limited to dissatisfaction with the NePoPo® Silver School, or Licensee's failure to attend all, or any part of, the NePoPo® Silver School.

3.5 Travel and Accommodations. Tuition does not cover travel or accommodation expenses. Licensee must make separate arrangements for travel and accommodations while attending the NePoPo® Silver School.

4. Licensed Use. Subject to the restrictions and obligations in the Agreement, and provided Licensee successfully completes the NePoPo® Silver School, Licensee may use the Licensed Marks, without the logo, to promote Licensee's completion of the NePoPo® Silver School.

5. Terms of NePoPo® Silver School. The following terms apply to Licensee's enrollment in the NePoPo® Silver School:

5.1 Application. Before attending any NePoPo® Silver School, Licensee must apply for the school on BCBB's website and execute this Agreement.

5.2 Guests. Guests are not allowed at any NePoPo® Silver School.

5.3 Time Obligations. The NePoPo® Silver School will consist of a minimum of 3 days of school with a minimum of 24 total hours of theory (with a minimum of 8 hours a day).

5.4 Dogs. Licensee may not bring their dog to the NePoPo® Silver School.

5.5 Age. Students must be a minimum age of 18 years old for the Silver School in Europe. Students must be a minimum age of 21 years old for the Silver School in USA.

5.6 Changes. The Instructors reserve the right to alter or reschedule classes and to move class locations as the Instructors consider necessary.

5.7 Health Insurance. Licensee must carry health insurance and provide proof of insurance to BCBB on request.

6. Certificates.

6.1 Upon successful completion of the NePoPo® Silver School, Licensee will receive a certificate of completion. The student's name and a personal certificate number will be on the certificate.

6.2 The Instructors must sign the certificate before it is considered valid. The Instructor will present the certificate to his student upon successful completion of school. The certificate does not expire.

7. Media. During the NePoPo® Silver School, video, pictures, recordings, or the like are prohibited. After graduation, pictures may be taken of graduated students. Licensee consents to the use of Licensee's name, image, and likeness in conjunction with the advertising or promotion of the NePoPo® Silver School.

8. Term. Subject to the other terms of this Agreement, the Agreement shall commence as of the Effective Date and shall continue until thereafter terminated.