Multifamily Impact Council Licensing Agreement

This License Agreement is entered between The Multifamily Impact Council, a South Dakota, domestic non-profit corporation with offices at 1615 East Edgewood Road Sioux Falls, SD 57103 (“Licensor”), and the end user (“Licensee”)   

WHEREAS Licensor is engaged in the business of establishing and maintaining an impact investment framework for the multifamily sector (the “Core Business”). Licensor has utilized certain methods, strategies, principles, best practices and guidelines, including know-how, to develop the Multifamily Impact Framework hereto (the “Property”); 

WHEREAS Licensee desires to acquire a license to use the Property in the Territory as a guideline for establishing multifamily impact investment strategies and providing feedback to the Licensor, in accordance with the terms and conditions, and subject to the limitations, of this Agreement;  

WHEREAS, Licensor is willing to grant a license to Licensee to use the Property as set forth herein; and,  

WHEREAS, the parties desire to set forth their respective rights and obligations​     ​ regarding the license of the Property by Licensor and use of the Property by Licensee following such license, and other related matters. 

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is stipulated and agreed, by and among the undersigned,  

1. License 

1.1 The Licensor hereby grants to Licensee a 6 month (“Term”), royalty-free, irrevocable, non-exclusive worldwide license to use the Property for the purposes of developing real estate investment strategies pertaining to multifamily properties and providing feedback on the framework to the Licensor.  This License is for Licensee’s internal use only, and Licensee shall not disclose any materials or information contained in the Property to any non-party to this License.  Licensee shall not use the materials or any information contained in the Property for any external purpose and/or any use for monetary gain, including, but not limited to, selling the Property in whole or part, incorporating the Property, in whole or part, into an analytic tool for dissemination; and/or implementing or incorporating the Property, in whole or in part, into any product or service to any non-party to this License without the express prior written consent of Licensor. 

1.2 For the avoidance of doubt, all copyrights, pending or issued patent rights, trade secret rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights and all business, contract rights, causes of action, and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing (collectively “Intellectual Property Rights”) currently registered, recorded, or otherwise owned by Licensor shall remain the property and rights of Licensor.  Licensor hereby expressly confirms that Licensee’s use of the Property anywhere in the world will not infringe upon (or be deemed an infringement of) Licensor’s Intellectual Property Rights and Licensor will have no claim of infringement against Licensee with respect to its use of the Property, including as part of any derivative works.  

1.3 At the conclusion of the Term, this License shall cease and Licensee shall have no rights under this License or otherwise to the Property, unless specifically agreed to by Licensor in writing.  Licensee shall delete, remove, or otherwise destroy any and all materials that contain the Property, in whole or in part, prior to the conclusion of the Term.  Licensee may not use the Property and/or any materials containing the Property, in whole or in part, beyond the Term without the express prior written permission of the Licensee.  Unlicensed use of the Property beyond the Term is not authorized and may constitute copyright infringement of the Property. 

2. Further Assurances; Moral Rights 

2.1 Licensor shall take such actions and execute such documents as may be reasonably requested by Licensee to evidence, record and perfect the license herein and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights.   

2.2. In the event that Licensee identifies any instance of infringement of the Property by any third party that it considers detrimental to its licensed rights herein and informs Licensor of the same, Licensor agrees to cooperate and assist Licensee to the fullest extent possible to enforce Licensor’s rights against such infringer including but not limited to taking legal action in the name of Licensor, if required to enforce the rights granted herein. 

2.3. Licensor agrees not to assert against Licensee any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral” or the like (collectively “Moral Rights”) to the extent such rights are vested in Licensor under applicable law. 

3. Confidential Information 

The parties hereto agree that any technical or business information of each party obtained by the other party under this Agreement, including the Property, except to the extent that (a) it is already generally available or in the public domain (through no violation of confidentiality obligations on the part of the disclosing party), (b) disclosure made by a person not subject to any confidentiality obligations or (c) disclosure thereof is required by actions or orders of a court or government agency, including without limitation, the Securities and Exchange Commission or similar agencies. Each party recognizes and agrees that there is no adequate remedy at law for a breach of this Section 5, that such a breach would irreparably harm to the non-disclosing party and that the non-disclosing party is entitled to equitable relief (including, without limitation, injunctions) with respect to any such breach or potential breach (without the need for proving damages or for posting a bond or other security) in addition to any other remedies. 

4. Warranty 

Licensor represents and warrants to the Licensee that the Licensor: (i) is the sole owner  of all rights, title and interest in the Property and the Intellectual Property Rights, (ii) has not assigned, transferred, licensed, pledged or otherwise encumbered any Intellectual Property Rights or the Property or agreed to do so, (iii) has full power and authority to enter into this Agreement and to make the license as provided herein, (iv) is not aware of any violation, infringement or misappropriation of any third party’s rights (or any claim thereof) by the Intellectual Property Rights or the Property, and (v) was not acting within the scope of employment by any third party when conceiving, creating or otherwise performing any activity with respect to anything purportedly assigned. 

5. Notice 

Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered personally or via electronic mail to the respective parties. 

6. Waiver 

No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. 

7. Severability 

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 

8. Jurisdiction; Venue; Waiver of Jury Trial 

This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof. Any suit relating to this Agreement shall be instituted only in a state or federal court in New York County, New York, and the parties irrevocably consent and waive all objections concerning or related to ​the ​venue and/or the jurisdiction of any such court. The parties waive any right to a trial by jury for any disputes arising out of or relating to this Agreement. 

9. Amendments 

Any waivers or amendments shall be effective only if made in writing and signed by a representative of the respective parties authorized to bind the parties. 

10. Entire Agreement 

Both parties agree that this Agreement, inclusive of all Exhibits hereto, constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.