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CONTRACT 7558 License Agreement
Agreement No. 7558 LICENSE AGREEMENT This LICENSE AGREEMENT is entered into as of the last date signed by the Parties by and between the Gracie Global, LLC (dba Gracie University) a California limited liability company ("Gracie University" or "Licensor"), and the City of El Segundo. Each a "Party"; collectively, the "Parties." RECITALS WHEREAS, Gracie University provides training in the art of Brazilian Jiu-Jitsu; WHEREAS, the licensee and licensor entered into an agreement in 2023, in which the licensor agreed to provide training services to the licensee's police officers, service officers, and cadets. WHEREAS, in the interest of making its proprietary methods and systems widely available, including and without limitation the SafeWrap System and its techniques, Gracie University desires to license the SafeWrap System to organizations for use in real -world application through certification training programs, as more fully set forth hereunder. WHEREAS, Licensee desires to acquire from Licensor a license (the "License") to use the Licensed Rights and Licensed Property per the terms of this Agreement, and Licensor is willing to grant said License to Licensee, in accordance with the terms of this Agreement. NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties hereby agree as follows: DEFINITIONS. 1.1 "Licensed Property" shall mean and include jointly and severally the intellectual property, trademarks, copyrights and pending patents as set forth in Exhibit A, attached hereto and expressly incorporated by reference as if fully set forth herein, and other associated materials for the SafeWrap System licensed hereunder by Licensor to Licensee for use by Licensee under this Agreement and further includes all goodwill connected with, arising from, or otherwise related to such intellectual property. 1.2 "Licensed Users" shall be those person(s) specifically authorized to use the Licensed Property and Licensed Rights of the SafeWrap Systems. Licensed Users (a term which shall include both SafeWrap Users and SafeWrap User Instructors, as defined more fully, infra) are those persons whose use of the Licensed Property and Licensed Rights is specifically authorized under the terms of this Agreement. 1.3 "Related Parties" shall mean, as to both the Licensee and Licensor, the Parties employees, agents, contractors, consultants, officers, directors, equitable owners, shareholders, assigns, heirs, successors, subsidiaries, insurers, and other persons or organizations contained within or otherwise connected with the Parties. The scope of the term "Related GRACE GLOBAL, LLC"' Page 1 of 25 SafeWrap Licensing Agreement (v3) 6019973.3 Agreement No. 7558 Parties" for purposes of this Agreement is purposefully construed to be given its broadest possible application and meaning to ensure the most inclusive result. 1.4 "Licensed Rights" shall mean and include the use of the Licensed Property by Licensed Users of the Licensee's organization, as authorized under the terms of this Agreement. 1.5 "Licensed Property Use Policy" shall mean the terms and policies set forth in Exhibit C attached hereto and the terms of which are expressly incorporated by reference as if fully set forth herein. 1.6 "Licensed Property Design Guide" shall mean the specifications according to which the Licensed Property are to be used by Licensee and Licensed Users as set forth in Exhibit D attached hereto and the terms of which are incorporated by reference as if expressly set ................... ...-- forth herein. The specifications set forth in the Licensed Property Design Guide shall be determined, maintained, and/or updated by Gracie University at its sole discretion. 1.7 "SafeWrap User & User Instructor Certification Program" shall mean the User and Instructor Certification/Recertification training process and curriculum (standalone SafeWrap instructor course, Gracie Survival Tactics Level 2 instructor course, or Gracie Medical Defense instructor course) intended to teach and train the use of the Licensed Property and Licensed Rights by Licensed Users and SafeWrap User Instructors. All curricula, standards, examinations, evaluation of prospective SafeWrap User Instructors, materials, facilities, and all other aspects necessarily pertaining to the certification and/or recertification of SafeWrap User Instructors,' shall be determined by Gracie University in its sole discretion. No person who fails to meet the standards and requirements set by Gracie University shall act as, or represent themselves to be, a SafeWrap User or SafeWrap User Instructor or otherwise offer or attempt to offer training in the use of the SafeWrap System. 1.8 "SafeWrap User Instructor" shall mean those persons who have successfully completed the SafeWrap User Instructor Certification Program, as defined in ¶1.7, supra. 1.9 "SafeWrap User Instructor Certification/Recertification Requirements" shall mean the ongoing qualitative requirements, specifications, and standards concerning the training, evaluation, testing, and approval of SafeWrap User Instructors, and/or their recertification as a SafeWrap User Instructor. Necessarily, Gracie University retains full and exclusive control and right to determine any and all said Requirements related to approval of SafeWrap User Instructors. All SafeWrap User Instructors shall meet all said Requirements in accordance with the standards of the SafeWrap System, and the determination and evaluation of whether any person meets said Requirements and standards shall be within Gracie University's sole and exclusive purview. No person shall act, or represent themselves to be, a SafeWrap User Instructor, in any way who has not successfully completed all Requirements for certification and/or successfully recertified an existing certification as a SafeWrap User Instructor. GRACIE GLOBAL, LLCk Page 2 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 1.10 "SafeWrap System" shall mean the Licensed Property, i.e., the proprietary y Exhibit B attached hereto and is method o restraint as created b Licensor and as outline in expressly incorporated by reference as if fully set forth herein. 1.11 "WrapStrap" shall mean the patent pending mechanical restraint device for which instruction, training, promotion, or use is conditioned upon the existence of an active SafeWrap license. 2. GRANT OF LICENSE 2.1 License -to -Use Licensed Rim. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee the non-exclusive right and license to use the Licensed Rights of the Licensed Property for offering the SafeWrap System to Licensed Users at a location controlled by the Licensee or available for Licensee's exclusive use. All rights not expressly granted by Licensor hereunder are reserved exclusively to Licensor. Licensor has the right to suspend, revoke, and/or deny any SafeWrap User Instructor's certification or recertification at Licensor's sole discretion for any reason. Notice of said suspension, revocation, or denial shall be provided to Licensee by Licensor, in writing. 2.2 Certification. The foregoing License to use the Licensed Rights is contingent on the Licensee employing or hiring, as in an independent contractor, and maintaining for the full term of this Agreement no fewer than one SafeWrap User Instructor. This License for use of the Licensed Rights and Licensed Property shall remain, at all times, contingent upon the Licensee maintaining an active Certification in the SafeWrap Systems with at least one SafeWrap User Instructor. A Licensee may submit more than one candidate for certification as a SafeWrap User Instructor. Licensee further agrees and acknowledges that all training processes, requirements, standards, and curricula concerning the SafeWrap User Instructor Certification Program and the ongoing requirements and standards of the Instructor Recertification Requirements shall be determined by Gracie University in its sole discretion. Gracie University shall provide Licensee, in writing and within a reasonable time period, with notice of any changes to the training processes, requirements, standards, curricula, and so forth. Licensee expressly acknowledges Licensor's right to control the standards and requirements for use of the Licensed Property and Licensed Rights and agrees they will immediately adhere to, keep with, and refrain from acting in any way contrary to such standards and requirements once notice of any change or revision to the same is received by Licensee. Notice is deemed to be received by the Licensee upon actual receipt of the writing, which may be sent by any means for providing written notice as authorized under the laws of the State of California, or within 10 days from the date the writing was sent, whichever date is the earlier. 2.3 Limits on License. The License granted by this Agreement does not grant ............ or provide the Licensee in any way with any rights to commercialize or monetize the Licensed Property, Licensed Rights, or the SafeWrap System. Further, this Agreement shall not give Licensee any rights, permission, or authorization to teach and/or train the use of the SafeWrap System, outside of the scope of this Agreement. 3. INTELLECTUAL PROPERTY GRACIE GLOBAL, LLC" Page 3 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 3.1 Ownership. As between Licensee and Licensor, Licensee acknowledges and agrees that Licensor possesses sole and exclusive ownership of the Licensed Property, the SafeWrap System (Patent Application #63/647,963) and all related intellectual property, and further acknowledges and agrees that nothing in this Agreement shall be deemed or construed to convey to Licensee any right or proprietary interest in or to the Licensed Property, the SafeWrap System and related intellectual property. 3.2 No Contest to Licensed Prop ertymor„SafeWrap System. During the Term of this Agreement and thereafter, Licensee shall not undertake to do or permit to be done any act that would or might jeopardize, challenge, contest, call into question or invalidate the Licensed Property, or the SafeWrap System, nor to take any action that might assist or give rise to any request, motion, or application to remove the Licensed Property from any state, national or foreign registry or that might in any way prejudice or diminish or dilute the rights of Licensor to the Licensed Property or SafeWrap System. Further, Licensee shall not object to or otherwise contest or challenge Licensor's exclusive right, title, and interest in and to, or the validity of, the Licensed Property or SafeWrap System, for the purposes of this Agreement or otherwise. 3.3 Licensee Use Data and Re ortin Requirements. Licensee shall, in the ordinary course of its day-to-day operations, create and maintain accurate and complete records of each and every instance in which the Licensee or any of its Related Parties uses, applies, or attempts to use or apply the SafeWrap System in the field (collectively, "Use Data") For purposes of this Agreement, Use Data shall include, without limitation, the date, time, and location of the incident, a reasonable description of the circumstances, and the outcome or observed effect of the SafeWrap System application. Licensee shall maintain all Use Data for the entire Term of the License. Licensee further agrees to affirmatively report each field application of the SafeWrap System to Licensor within thirty (30) days of the incident, using the SafeWrap Field Application Report form provided by Licensor. No more than once per calendar quarter, and upon thirty (30) days' written notice, Licensor or its Related Parties may request aggregate Use Data reports related to field applications of the SafeWrap System, and Licensee shall promptly provide such reports. 3.4 Goodwill of Licensed-Provertv. Licensee shall not make any representation or do any act that may be taken to indicate that it has any right, title, or interest in or to the ownership or use of the Licensed Property except pursuant to the terms of this Agreement and Licensee acknowledges that nothing contained in this Agreement or done pursuant to this Agreement shall give Licensee any right, title, or interest in or to the Licensed Property other than the license granted by Licensor hereunder. To the extent that any use of the Licensed Property by Licensee may result in a development of goodwill in the Licensed Property, such goodwill shall inure to the sole benefit of and be on behalf of Licensor or its designated assignee. Upon expiration or termination of this Agreement for any reason, all of Licensee's rights to use of the Licensed Property will automatically revert to Licensor. Licensee shall provide reasonable assistance, to the extent practicable, during the Term of this Agreement to confirm Licensor's ownership of all such rights. However, Licensor is and shall remain solely responsible for defending its ownership interests in its Licensed Property. GRACE GLOBAL, LLCK Page 4 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 3.5 Infringement of Third -Party Marks. If Licensee is informed that any - person alleges that an of the Licensed Property are invalid or if either Party to this Agreement becomes informed that any person or entity alleges that the use of the Licensed Property infringes any rights of another Party, Licensee shall immediately notify Licensor in writing. 4. REQUIREMENTS OF LICENSEE'S USE OF LICENSED PROPERTY 4.1 Particular Uses of Licensed Property. Licensee shall not use Licensed Property or any portion thereof as Wdirect or indirect, express or implied, sponsorship or endorsement of any product or service (except the Licensed Rights) or commercial tie-in without Licensor's express prior written consent on a case -by -case basis. In addition to the provisions of this Agreement, Licensee shall use and apply the Licensed Property pursuant to the Licensed Property Use Policy that is set forth in Exhibit C and incorporated by reference herein, and the Licensed Property Design Guide that is set forth in Exhibit D. Licensor may change the terms of the Licensed Property Use Policy and/or the Licensed Property Design Guide from time to time provided Licensor gives Licensee thirty (30) days' notice of each change (unless safety related, in which case immediate compliance is required) and such change does not substantially diminish the fundamental purposes of this Agreement. Licensee agrees not to utilize the name, voice, photo, likeness biography, trademarks, service marks, social media handles, slogans or other personal indicia, performance or identity of Licensor (except as expressly authorized by this Agreement), Ryron Gracie, Rener Gracie, or any other Gracie Family member without Licensor's prior written consent on a case -by -case basis. 4.2 Proper Use of the Licensed Pro e . Licensee must (i) use the Licensed Property only in the forms and manner shown in the Licensed Property Design Guide, including adhering to the fonts, stylization, proportionality and other elements of the Licensed Property; (ii) always use full and correct spelling of each Licensed Mark; (iii) follow Licensor's brand use guidelines; (iv) use the appropriate trademark symbol (0) with each use of a Licensed Mark; (v) follow all instructions, requests and/or demands made by Licensor concerning Licensee's use of the Licensed Property; (vi) use the current versions of the Licensed Property as provided by Licensor; and (vii) use the Licensed Property exclusively with and for Licensed Users within the Licensee's organization. 4.3 "Used Under License." Licensee must use the following language on all ............... materials, printed or electronic, which bear any/all of the Licensed Property: "© 2024 Gracie Global, LLC — SafeWrapl System — Patent pending worldwide. Used under license." 4.4 Quality Standard. The "Quality Standard" utilized by Licensee in the use of the Licensed Rights (including the Licensed Property and SafeWrap Instruction Certification Program) shall be a high standard that (i) does not diminish the value or reputation of excellence of the Licensed Property or the SafeWrap System, and (ii) does not violate the use requirements and policy of the Licensed Property or SafeWrap System, as provided by this Agreement. Licensee must conform to the Quality Standard set by Licensor: (i) in the SafeWrap Instructor Certification Program and the associated manuals; (ii) at GracieUniversity.com; (iii) in the Licensed Property Design Guide; and (iv) in this Agreement. In the event that Licensee conducts specialized training or other services distinct from the Licensed Rights, Licensee shall in no way imply that such services are approved, endorsed, sanctioned, or promoted by Licensor. Licensee GRACIE GLOBAL, LLC'K Page 5 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 shall not display, exhibit, distribute or otherwise use the Licensed Property to promote, advertise, market, support or exploit any ancillary or other training other than physical training based on the Licensed Rights without the prior, express written permission of Licensor for each instance. 4.5 Application of sty Standard. Licensee agrees that Licensee shall at all times during the term of this µAgreement conform in good faith to the Quality Standard in using the Licensed Property. The compliance with the Quality Standard shall be a substantive part of this Agreement and the continued application of it shall never be diminished during the terms of this Agreement. 4.6 Restrictions and Requirements on the Use of the SafeWrap System Instruction Cerdfication�Users. Certified SafeWrap User Instructors shall be authorized to use the Licensed Property and Licensed Rights, and to teach, train, and evaluate others within or connected to the Licensee's organization in the use of the SafeWrap Systems. Except for Gracie University, and those persons within or connected to that organization determined by Gracie University, or Rener Gracie, or others acting on his behalf, or on behalf of Gracie University, only certified Instructors shall be permitted to teach, train, and evaluate other persons for purposes of qualifying those persons as Certified Users of the SafeWrap System. Except as part of any authorized training process or program to certify or recertify Instructors or Users, authority to use the SafeWrap System shall be limited to Certified User Instructors and Certified Users with active certifications. Licensee and its Related Parties are explicitly prohibited from teaching the SafeWrap System to or for any other person(s) or organization(s) who are not a party to this Agreement. If Licensee or any of its Related Parties is found to be teaching, training, or evaluating the teaching or training of the SafeWrap System outside of the Licensee's Licensed institution, without express and prior written consent from Licensor, the Licensee's License to use the Licensed Property and Licensed Rights may be revoked in Licensor's sole discretion. 4.7 Minimum "Praanang .ITITIT.u>.rements for Licensed Users. All Licensed Users Rg .g licensed to use SafeWrap Systems must obtain and maintain active certification in the SafeWrap System by meeting specific, minimum annual training requirements set forth in Exhibit E, the content of which is expressly incorporated by reference as if fully set forth herein. Minimum Training Requirements may be updated or modified, from time to time, upon written notice from Licensor to Licensee, at Licensor's sole discretion and purview. 4.8 Promotional Materials. Licensee may use the Licensed Property on flyers, posters, emails and other printed or digital materials whose sole purpose is to promote the SafeWrap System within the organization. Such materials must include the language: "© 2024 Gracie Global, LLC — SafeWrap` System — Patent pending worldwide. Used under license." Any promotional materials not created or provided by Licensor must be approved by Licensor in writing and in advance before use in commerce or otherwise. 4.9 Permission Requi red d to Reproduce Content. Licensee shall not post, share, or reproduce any training methods, techniques, or content (in full or in part) related to the SafeWrap System, or the SafeWrap Instructor Certification Program in any manner or medium (e.g. print, audio, video, internet, DVD, etc.) without the prior written consent of Licensor on a case -by -case basis. GRACIE GLOBAL, LLC" Page 6 of 2S SafeWrap Licensing Agreement (0) 6019973,3 Agreement No. 7558 4.10 Mobile .Applications. Licensee must not use the Licensed Property in connection with a mobile application, including in the title, icon, and content of the application without prior written consent from Licensor. 4.11 Merchandise. Licensee must never manufacture, create, offer for sale, sell or distribute any merchandise, including apparel, training gear, accessories, or promotional items, bearing any element of the Licensed Property or any names, techniques, designs or logos similar to the Licensed Property, whether sold or given away for free, without prior written consent from Licensor in each instance. 4.12 Compliance with Laws. The Parties shall comply with all local, state, and federal laws of the applicable city, county, state, and the United States, required for the operation of a business utilizing the Licensed Rights, including but not limited to, passing any state test of the state of the domicile of the location of the Party's business and acquiring any local, state and/or federal license to conduct its business. Neither Party is responsible for the compliance of the other. 4.13 HealthSafet and Licensed Property Protection. Prior to Licensee's use of the SafeWrap System within its organization and solely for the health and safety of the Licensed Users and the protection of the Licensed Property related thereto, Licensor shall provide to Licensee and Licensee must successfully complete, the appropriate SafeWrap Instructor Certification Program ("SW ICP") for the services being offered, unless Licensee (or one of its employees or independent contractors) has already completed the SW ICP. Licensor reserves the right to change or alter the SW ICP or the recertification requirements and associated fees at any time, upon reasonable written notice to Licensee. Licensor also reserves the right to periodically survey Licensed Users, in writing. Should the surveys reveal that a SafeWrap certified instructor is not maintaining the Quality Standard set forth in the SW ICP, Licensor reserves the right to suspend or revoke the instructor's certification in its sole discretion. 4. t4 Licensee Recordkeeuingand Reporting Requirement. Licensee shall, at all times, keep accurate and detailed written records of all internal SafeWrap hands-on training courses, minimum proficiency levels demonstrated by Licensed Users, techniques taught and all Licensed Users in attendance. 4.15 Licensed User Reps Regnirements. The Licensee is required to create and maintain a detailed Licensed User roster, which must be submitted to the Licensor, following the submission process as outlined by the Licensor, prior to granting any individual access to the Licensed Property or training in the SafeWrap System. This roster must include, at a minimum, the following information for each individual: full legal name, work email address, role/title within the organization, designation as an End User or User Instructor, and date of hire. Each time a Licensed User is added to or removed from the roster, the Licensee must notify the Licensor in writing, following the submission process as outlined by the Licensor. No individual may receive any education or training —whether hands-on or through any medium (print, video, audio, or otherwise) —related to the Licensed Property unless they are listed on the Licensed User Roster submitted to the Licensor. If an individual is removed from the Licensed User Roster for any reason, the Licensee must immediately revoke that individual's access to the GRACIE GLOBAL, LLCa Page 7 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 Licensed Property in all forms and formats. In the event that any individual or entity is named in litigation involving the use of any technique derived from the Licensed Property, Licensor will only provide expert witness support to the Licensee if the individual in question was (a) listed on the Licensed User Roster, and (b) actively certified in accordance with the Minimum Training Requirements of the Licensed Property at the time of the incident. See Section 5 for further details regarding eligibility for subject matter expert support. 4.16 Licensed User Certification Re o� Requirements. To ensure accurate .........__.... _............ . record -keeping and timely issuance of Licensed User certifications, the Licensee must generate and submit a roster of all participating individuals within thirty (30) days following completion of any training course completed for the purpose of satisfying the Minimum Training Requirements for Licensed User certification. The roster must be submitted each time Licensed Users complete a required training module and must follow the fonnat and submission process specified by the Licensor. If the training hours are divided over multiple days, the certification roster should only be submitted after all the training requirements have been met and the course is complete. Upon receipt and processing of the roster, each Licensed User will be issued a downloadable Certificate of Completion via email, which will indicate both the date of issuance and the certification expiration date. 4.17 Licensee Re 'stration .9f Licensed Property Prohibited. Licensee shall not use, register, or apply to register any mark or name identical to or confusingly similar to the Licensed Property in respect of providing the SafeWrap System or any services confusingly similar to SafeWrap System in any country or territory throughout the world. 5. DISCLAIMERS 5.1 No Representation. Licensee acknowledges that Licensor makes no representation regarding Licensor's ability to maintain the registration of the Licensed Property, or regarding the availability of the Licensed Property, except that Licensor represents that as of the date of this Agreement, Licensor is not aware that the Licensed Property infringes the rights of any third party, nor is Licensor aware of any third -party claims that the Licensed Property infringes the rights of any such third party(s). 5.2 No Warranty. The Licensed Property are provided to licensee "as is" and without warranty of any type or kind. Licensor hereby disclaims any and all other warranties, whether statutory, express, or implied, including without limitation, the implied warranties of merchantability and fitness for a particular purpose, and any warranty of non -infringement of third -party rights except that licensor warrants only that it is not aware as of the date of this agreement of any third party claim(s) that the Licensed Property or their use infringes the rights of any such third party. 5.3 No Liability/Assumption of the Risk. Notwithstanding any other provision of this Agreement, Licensor shall not bear any liability or risk for use of any products, techniques or methods provided by Licensor to Licensee, or its Related Parties, or Licensed Users, whether in training or in field applications, on duty and/or off duty. All such risks inherent in any circumstance where products, techniques, or methods are to be taught, trained, or applied/used shall be borne by Licensee. GRACE GLOBAL. LLCL Page 8 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 5.4 No Refund Guarantee. Licensor shall not and has not represented to Licensee that Licensor shall refund any fees of any kind whatsoever in the event that Licensee is unsatisfied with the opportunity as set forth in this Agreement. xpert g,jg_Witnestimony. Should litigation arise surrounding the field 5.5 E application, of one or more of the products, techniques or methods provided to Licensee under this Agreement, Licensor will provide expert witness testimony/support upon customary terms provided the Licensed User(s) involved in the incident which gave rise to litigation is/are actively certified in the SafeWrap System based on the Minimum Annual Training Requirements outlined in Exhibit E. 6. REPRESENTATIONS AND WARRANTIES 6.1 By Licensee. Licensee hereby represents and warrants to Licensor as follows: 6.1.1 Licensee has full power and authority to enter into and fully perform this Agreement, and the person signing this Agreement on behalf of Licensee has the authority to bind Licensee to the terms of this Agreement. 6. L2 The execution, delivery and performance by Licensee of this Agreement will not conflict with, result in a breach or termination of, or constitute a default under any lease, agreement, commitment, or other instrument to which Licensee is a party. follows: 6.2 ByuLicensor. Licensor hereby represents and warrants to Licensee as 6.2.1 Licensor owns or controls the Licensed Mark(s) and has sufficient right and authority to grant to Licensee all licenses and rights granted by Licensor hereunder. 6.2.2 Licensor has full power and authority to enter into and fully perform this Agreement. 6.2.3 To the best of Licensor's knowledge, the Licensed Property and the use thereof as permitted pursuant to this Agreement does not and will not violate any law or infringe upon or violate any rights of any person or entity. 6.2.4 The execution, delivery and performance by Licensor of this Agreement will not conflict with, result in a breach or termination of, or constitute a default under any lease, agreement, commitment, or other instrument to which Licensor is a party. FEE RENEWAL S: LICENSING CERTIFICATION 7.1 Annual „License Fee. During the Term of this Agreement, Licensee shall pay Licensor an annual licensing fee of Zero Dollars $0 (USD) for each Licensed User that will be learning and/or using the SafeWrap System (the "Fees"). All Licensed Users will be disclosed in the form of a roster upon execution of this Agreement and all applicable Fees, if any, shall be paid by Licensee in advance, upon the execution of this Agreement, for the full Term of this GRACIE GLOBAL. LLC' Page 9 of 25 SafeWrap Licensing Agreement (0) 6019973..3 Agreement No. 7558 Agreement. Licensor reserves the right, upon expiration of the Term, to propose changes to the Fees and other terms of this Agreement, which shall become effective only upon written notice to Licensee and mutual written agreement of both parties. 7.2 Payment Terms. Fees, if applicable, are due up front (within 30 days of the execution of this Agreement) for the entire Term of this agreement for all Licensed Users that will be learning or using the SafeWrap System. 7.3 Late Entries. If at any point, Licensee would like to add new Licensed Users to the roster, they must notify Licensor, in writing, and pay any applicable, mutually agreed in writing and in advance, additional Fees, if any, for new Licensed User, on a pro rata basis, for the duration of the Term, prior to the new Licensed User receiving training in or utilizing the SafeWrap System. 7.4 Non -Refundable. Licensing fees, if applicable, are paid up front for the entire Term of the agreement for each Licensed User who is, or will be, using the SafeWrap System. Except as outlined in Section 9, refunds will not be issued, irrespective of each Licensed User's training frequency or employment status within the Licensee's organization. 7.5 Annual Roster Recalibration. While licensing fees are non-refundable and Licensed User accounts are non-transferrable during an active term, prior to the commencement of each successive term, Licensee will have 30 days to review the roster of Licensed Users to verify its accuracy. Any Licensed Users that are no longer employed within the organization, or who will no longer need access to the SafeWrap System, can be removed from the roster so that the Fees for the subsequent term will accurately reflect the updated roster of active Licensed Users. 7.6 Interest on Late and/or Non-Pament/Audit Ri ts. Any sum due for payment set forth in this Paragraph 7, if any, that is not paid when due shall bear a late payment charge of five percent (5%) of the amount due, and if the payment and charge is not timely paid, in addition to the above mentioned penalty the obligation on the past due payment(s) shall bear interest at the rate of five percent (5%) per year beginning from the date of default. This late payment charge interest payment requirement shall not preclude any and all other remedies to enforce this Agreement or the breach thereof. Late charges and interest payments will not apply to invoices in dispute. Licensor shall have customary audit rights to review Licensee's and Licensed Users' participation in the SafeWrap System and use of the Licensed Property. 7.7 Currency. All payments of any kind whatsoever under this Agreement shall be in US Dollars. TERM OF AGREEMENT 8.1 Initial Term. The initial term of this Agreement (the "Term") shall be for 24 months, beginning on the Effective Date of this Agreement. 8.2 Successive Terms. Subject to the mutual written agreement of Licensor and Licensee to engage in a renewal term, Licensee shall have the right to seek to negotiate a GRACE GLOBAL, LLCB Page 10 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 renewal of this Agreement subject to (a) Licensor's determination that Licensee is in full compliance with the requirements of this Agreement and the parties agree on a good faith negotiated terms of payment of the License Fee (Section 7 above) which could include adjustments in the applicable Fees; and (b) Licensor's and Licensee's prior written consent in their respective sole discretion. In all other respects, the terms and provisions of this Agreement shall be in full force and legal effect during any and all successive renewal terms. 9. TERMINATION 9.1 Termination by Either PaT No Party to this agreement shall be in breach hereof unless the other Party transmits to the allegedly offending Party a written notice, setting forth in detail the alleged material breach committed by such Party and/or the alleged grossly negligent, grossly reckless, or tortious intentional act committed by such allegedly offending Parry, and, if such alleged offense is susceptible to cure, the allegedly offending Party fails to cure such alleged material breach or grossly negligent, grossly reckless, or tortious intentional act alleged committed by such Party within ten (10) business days of such written notice. If the subject alleged material breach or grossly negligent, grossly reckless, or tortious intentional act is not susceptible to cure within the above time frame or otherwise, in Licensor's sole, good faith discretion, then the aggrieved Party may terminate this Agreement immediately, without affording the allegedly offending Party the right to cure. Either Party may terminate this Agreement for such uncured material breach or uncured grossly negligent, grossly reckless, or tortious intentional act, without prejudice to its other remedies hereunder, by written notice of such termination to the other Party. 9.2 Termination mby. Mutual Consent. In the event the parties mutually agree in writing, this Agreement may be terminated on the terms and dates stipulated therein. 9.3 Termination by Licensor. Licensor may immediately terminate this Agreement forthwith by notice in writing if at any time Licensee does any of the following: 9.3.1 Failure to Pay Fees. If Fees are applicable, Licensee fails to pay any license fees or payments due under this Agreement within twenty (20) days of their due date (notwithstanding cure right above); and/or 9.3.2 Legal Liability. Licensee's use of the Licensed Property may reasonably lead to legal liability on the part of Licensor, and Licensor provides Licensee with notice of Termination with an opportunity to cure same within thirty (30) days of said notice; and/or 9.3.3 Incurable Breach. Licensor determines that Licensee has breached this Agreement and the breach is not curable within ten (10) business days of notice of said breach; ' 9.3.4 Non -Conforming Quality of Services. Licensor determines that the services provided by Licensee are not in full conformance with the Quality Standard as set forth in this Agreement and as outlined in the SafeWrap Instructor Certification Program, Licensee does not cure same within thirty (30) days of received notice of the breach; and/or G1tAC1E GLOBAL, LLO Page 11 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 9.3.5 Licensee's Use of Licensed Property. Licensor reasonably determines that Licensee has breached any of Licensee's other requirements of Licensee's use of Licensed Property set forth in Section 4. 9.4 Termination.. b Licensee. Licensee, in Licensee's sole discretion, may tenninate this Agreement for any reason with thirty (30) days written notice to Licensor. In the event of a tennination pursuant to this section, Licensee shall not be responsible to Licensor for liquidated damages or any further costs or fees except such for the services performed up to the date of termination. Further, any other respective obligations of Licensor or Licensee hereunder which by their nature would continue beyond the termination, cancellation, or expiration of this Agreement shall survive such termination, cancellation, or expiration. Licensor shall refiund to Licensee all prepaid monthly licensing fees prorated from the date of termination under this section to the end of the natural term of this Agreement within thirty (30) days. 9.5 Rights upon Termination. Upon expiration or termination of this Agreement for any reason: (a) all institutional rights granted under this Agreement shall immediately and automatically terminate, and Licensee agrees to cease all use of the Licensed Property and all elements thereof; (b) all rights to access, use, reproduce, distribute, display, teach, certify, promote, administer, or otherwise implement the Licensed Property as an organized or institutional program or otherwise shall revert exclusively to Licensor; (c) Licensee shall immediately discontinue any representation that it maintains an active SafeWrap license or affiliation or provide training therefor; (d) Licensee shall immediately cease access to and use of all proprietary training materials, certification systems, instructor resources, updates, digital content, techniques and related program infrastructure associated with the Licensed Property; and (e) upon written request by Licensor, Licensee agrees to immediately return to Licensor, or destroy, as Licensor instructs, all Licensed Property materials in Licensee's possession or control, and to provide a signed Certificate of Destruction of such materials to Licensor. Nothing in this Section shall be construed to prohibit limited individual field application as expressly permitted under Section 9.6. All accrued payment obligations shall remain due and payable in accordance with Section 7. 9.6 Termination of Instruction and Residual Use Considerations. Upon expiration or termination of this Agreement for any reason, Licensee shall immediately cease all organized and other instruction, training, education, certification, recertification, promotion, formal implementation, policy adoption, or institutional administration of the Licensed Property. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit individual employees, or agents who were properly trained during the Term from applying techniques previously learned during authorized training conducted under this Agreement solely in the course of performing their independent professional duties. Such individual application: (a) shall not constitute a continuing license, certification, endorsement, or affiliation with Licensor; (b) shall not involve access to proprietary materials, instructor resources, certification systems, or updated program content; and (c) shall not include reproduction, organized training, distribution, or institutional implementation of the Licensed Property. Licensee shall not represent that it maintains an active license following termination. GRACE GLOBAL. LLC" Page 12 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 9.7 Prohibited From Displaying Licensed Proper!Propgx!y. Upon termination, Licensee shall immediately remove and discontinue all use of the Licensed Property in public facing materials, websites, internal policy manuals, promotional content, training documents, or other materials that may imply active licensure, authorization or affiliation. 9.8 Contractual Limitation of Institutional Rights; No Continuing License. Licensee acknowledges and agrees that its institutional right to access, implement, administer, teach, train, educate, certify, promote, or otherwise utilize the Licensed Property as a part of any organized program or otherwise arises solely from a valid and active signed contractual licensing agreement (i.e., this Agreement) with Licensor. Except as expressly permitted in Section 9.6 with respect to limited residual individual field application, Licensee shall have no continuing right, whether express or implied, statutory, equitable, contractual or otherwise, to implement, administer, or institutionalize the Licensed Property in the absence of an active licensing agreement. Licensee fiirther agrees that it shall not, at any time, tinder any circumstances, assert any claim that it retains any institutional or other rights to implement, administer or utilize the Licensed Property based upon the expiration, invalidation, unenforceability, or non -issuance of any patent or other intellectual property right in or to the Licensed Property or any element thereof, it being the intent of the Parties that this Agreement governs the only conditions under which Licensee may access and utilize the Licensed Property and all related techniques, systems, materials, certification framework, and program infrastructure. This Section shall survive expiration or termination of this Agreement and shall apply during any period in which no active licensing agreement exists. 9.9 !Certification ofCompliance. Within ten (10) business days following the expiration or termination of this Agreement, Licensee shall provide written certification, signed by an authorized representative, confirming that: (a) all institutional training, certification, education and implementation activities have ceased; (b) all proprietary materials and instructor resources have been discontinued from use and access and, upon written request of Licensor, Licensee agrees to immediately transmit to Licensor a signed Certificate of Destruction of all such materials in Licensee's possession or control; (c) all public representations of licensure have been removed; and (d) Licensee is in compliance with Sections 9.5 through 9.8 of this Agreement. Failure to provide such certification may constitute a material breach of this Agreement, not subject to cure. 10. INSURANCE 10.1 Licensee Insurance Obligation. Licensee shall obtain and keep in force, at ..�. .�.._._ its sole cost and expense, throughout the Term of this Agreement and for a period of not less than three (3) years following termination or expiration of this Agreement, or for any period during which Licensee continues to use the SafeWrap System, whichever period is longer, a commercial general liability insurance policy written on an occurrence basis. Such policy shall insure against claims for bodily injury, personal injury, property damage, and other losses arising out of or related to Licensee's use, instruction, training, demonstration, or implementation of the Licensed Property and the SafeWrap System, including use by Licensee's officers, employees, agents, or contractors. The policy shall provide coverage limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and Six Million Dollars ($6,000,000.00) in the annual GRACE GLOBAL, LLC` Page 13 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 aggregate. Licensor, including Gracie Global, LLC, Ryron Gracie, and Rener Gracie, shall be named as additional insureds on a primary and non-contributory basis with respect to such coverage, such that any insurance maintained by Licensor shall be excess and shall not contribute with Licensee's insurance. 10.2 Self -Insurance. If Licensee is a government entity or other organization that is legally authorized to self -insure, Licensee may satisfy the foregoing insurance requirements through a self-insurance program that meets or exceeds the minimum limits and requirements mandated by applicable law in the relevant jurisdiction. In such case, Licensee shall provide Licensor with written documentation reasonably acceptable to Licensor, including documentation comparable to a certificate of insurance, endorsement, or other official evidence of coverage, confirming that Licensor is afforded coverage that is primary and non-contributory for claims arising out of Licensee's use, instruction, training, demonstration, or implementation of the Licensed Property and the SafeWrap System. 10.3 Proof of Covers e. Upon execution of this Agreement, Licensee shall provide Licensor with proof of required insurance or self-insurance and shall promptly notify Licensor of any material reduction, cancellation, non -renewal, or modification of such coverage. 11. MISCELLANEOUS PROVISIONS 11.1 Entire Agreement. This Agreement, including Exhibits and documents referred to therein, constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes all prior oral or written agreements, negotiations, statements, representations, assurances, understandings, and arrangements between them relating to such subject matter, including but not limited to, Licensor's website and other marketing materials. Neither Party shall be entitled to rely on any agreement, understanding, arrangement, or representation relating to the subject matter of this Agreement that is not expressly contained in this Agreement. 11.2 Re laces Prior A eement and Understandingss. By executing this Agreement, the parties hereby agree that this Agreement replaces in whole any and all prior agreements and understandings, whether written or oral, including without limitation all program materials and applications, and said prior agreement and understanding shall not be used in any manner whatsoever to establish in a court of law or elsewhere any interpretation of the terms of this Agreement. Upon the execution of this Agreement by the parties hereto, all prior agreements and understandings, written or oral, are deemed void, and Vold ab initio. The parties, further, waive any and all rights to pursue any action of any kind whatsoever based upon said prior agreements and understandings. 11.3 Amendment of Agreement. This Agreement (excluding Exhibits) shall not be amended or modified without the signed written consent of both parties hereto. 11.4 Waiverof Rights under Agreement. No failure or delay on the part w of either Party to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be. GRACIE GLOBAL, LLC' Page 14 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 11.5 Licensee Not Agent of Licensor. This Agreement does not constitute Licensee as the agent or representative of Licensor and Licensee shall not act as or cause other persons to believe that Licensee is the agent or representative of Licensor or that Licensor is responsible in any way for Licensee's obligations. In no event shall either Party have the right or authority to contract for or bind the other in any manner whatsoever. 11.6 Independent Contractor. At all times during the Term, Licensor and Licensee shall be independent contractors. Neither Party hereto is an agent, partner, or employee of the other, and neither Party has any right, power, or authority to enter into any contract or undertaking in the name of or for the account of the other or to assume or create any obligation of any kind, express or implied, on behalf of the other. Nothing contained in this Agreement shall be construed so as to make the parties partners, institute a joint venture, or permit either Party to bind the other Party to any agreement or purport to act on behalf of the other Party in any respect. Neither Party hereto shall hold itself out contrary to the terms of this paragraph, nor shall either Party become liable for any representation, act, or omission of the other contrary to the provisions of this Section. In the event that any provision or provisions of this Agreement create an entity other than two contracting independent contractors, then said provisions shall be deemed void ab Initio, and the parties agree to re -write this Agreement in a manner that precludes the finding of a legal entity other than two independent contractors contracting to be parties to a Licensed Property Licensing Agreement as intended by the parties. 11.7 Taxes. If Licensee is a tax-exempt organization, Licensee shall provide a copy of its tax exempt certificate upon request of Licensor. 11.8 Assignment. Licensee shall not assign or in any other manner transfer to any third party the benefit and/or duties of the whole or any part of this Agreement or purport to do any of the same without the express prior written consent of Licensor on a case -by -case basis. 11.9 Sub -License. Licensee shall not have the right to grant a sub -license to the license granted by this Agreement. 11.10 Notices. Any notice or other document to be given under this Agreement shall be in writing in the English language, and shall be sent by hand delivery, courier with recorded delivery, by registered or certified post (return receipt requested), email, or facsimile (subsequently confirmed by first class postage U.S. Post Office mail) to a Party at the address below the signature to this Agreement unless a different address has been provided to the other in writing for this purpose. Notices shall be deemed to have been received by the addressee within 72 hours of posting as above or within 24 hours if sent by hand delivery or facsimile to the addressee's correct address. 11.11 Binding Effect. This Agreement is binding upon the parties and their respective successors and assigns. 11.12 Exhibits Part of AgrBement. The Exhibits to this Agreement and any documents referred to therein (and as amended by Licensor) shall form part of and are incorporated into this Agreement as if they were specifically set out herein. GRACE GLOBAL, LLC' Page 15 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 11.13 qoytggAg.Law and Jurisdiction._"1 his Agreement shall be construed, performed, and enforced in all respects in accordance with California without regard to California provisions for conflicts of laws. Courts of competent jurisdiction in California shall have exclusive jurisdiction in any action regarding this Agreement. In the event of a dispute, each Party is responsible for its own attorney's fees and costs. 11.14 Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be deemed deleted here from, and all remaining provisions of this Agreement shall remain in full force and effect. 11.15 Licensee Riaht to Counsel. Licensee represents and acknowledges that before signing this Agreement, Licensee had the opportunity to seek legal counsel to advise Licensee on the terms and conditions of this Agreement, and (a) any failure to do so is an intentional waiver of such right, and (b) this Agreement will not be interpreted against the drafter thereof. 11.16 Confidentiality. To the extent permissible by law, Licensee agrees to maintain the terms of this Agreement in strict confidentiality and not disclose any term or terms thereof to any third party without the prior written consent of Licensor. Notwithstanding the foregoing, Licensee may disclose the terms of this Agreement or underlying records to the extent required by applicable public records, freedom of information, or similar public disclosure laws. In such event, and to the extent permitted by law, Licensee shall provide Licensor with prompt written notice of any request or demand for disclosure and reasonably cooperate with Licensor, in seeking confidential treatment or other appropriate protection. 11.17Digital SignAt!Kts The transmission of pdf/email or other digital signatures of the parties to this Agreement shall be legally binding as original signatures upon receipt by the other Party. [Signature Page Follows] GRACE GLOBAL, LLO Page 16 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7558 Authority to Sign. Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date written above. LICENSOR GRACIE GLOBAL, LLC By. �., Name: Reer Gracie Title: CEO Date Signed: 3/13/26 2440 W. Carson ST. Torrance, California 90501 United States of America Telephone: (310) 893-0400 Email: SafeWrap@GracieUniversity.com LICENSEE City of El Segundo By- Name: Saul Rodriguez Title: Chief of Police Date Signed: Telephone: (310) 524-2270 Email: sodriguez@elsegundo.org City of El S . u do : d By. ........ . Name: Susan Truax Title: City Clerk Date Signed: Telephone: (310) 524-2308 Email: struax@elsegundo.org GRACE GLOBAL, LLC' Page 17 of 25 SafeWrap Licensing Agreement(0) 6019973.3 Kgreemen o. i58......... Pf IZO VEF,p AS i'o of By. Name: David King Title: Assistant City Attorney Date Signed: Telephone: (310) 524-2304 Email: dkingelsegundo.org City of El Segundo By 4 G'.''° Name: Sharon Brennan Title: Risk Manager Date Signed: Telephone: (310) 524-2332 Email: sbrennan@elsegundo.org GRACIE GLOBAL, LLC" Page 18 of 25 Safe Wrap Licensing Agreement (0) 6019973.3 ................... _ ........ ......- �greemeriWWo.T55 EXHIBIT A. Licensed Property The following intellectual property are the subject of this Agreement and included within the definition of "Licensed Property" (Licensor shall have right to add additional Licensed Property to this Exhibit A, as applicable, upon written notice to Licensee): 1. SafeWrap System (Patent Application # 19/208,043) 2. SafeWrap,,Wordmark (USPTO Registration # 7,806,977) 3. Copyrighted SafeWrap Materials (Handbooks, Videos, and Diagrams) 4. WrapStrap"' Restraint Device (Patent Application # 29/988,442) GRACIE GLOBAL, LLC',, Page 19 of 25 SafeWrap Licensing Agreement (0) 6019973.3 . ......... _A.__ ....._.�...� .�.__� �_.__... _..... ,, � ....._.... . �C"greemen o. �....._._. EXHIBIT B. SafeWrap' System SafeWrap" System shall mean the patent pending method of lateral restraint created, trademarked and copyrighted by Gracie Global, LLC (D.B.A. Gracie University). GRACIE GLOBAL, LLC& Page ZO of 25 SafeWrap Licensing Agreement (0) 6019973.3 _......w...wvvv.__� .... ............ _._......... "greem�eni' o... .._._.....��,,,� EXHIBIT C. Licensed Property Use Policy This Exhibit identifies specific "dos" and "don'ts" regarding the usage of the Licensed Property but does not represent all the terms and conditions of the License Agreement. Things to do as a Licensee: 1. As a SafeWrap certified instructor, use the Licensed Property exclusively to teach the SafeWrap System to Licensed Users within your organization, and your immediate family. 2. Use the following "© 2024 Gracie Global, LLC — SafeWrapg' System — Patent pending worldwide. Used under license." language on all materials which bear the Licensed Property. 3. Always teach and administer the hands-on SafeWrap training in accordance with the guidelines set forth in the SafeWrap Instructor Certification Program. 4. Notify Licensor immediately in writing of any unauthorized use of the Licensed Property for which you receive notification or otherwise become aware. 5. Affirmatively report any field applications of the SafeWrap System within 30 days of the incident, using the SafeWrap Field Application Report form. 6. Maintain an accurate and complete record of all Licensed Users and notify Licensor each time a change is made to the roster of Licensed Users. 7. Provide each Licensed User with the Minimum Annual Training Requirement as outlined in Exhibit E. 8. Keep accurate and detailed written records of techniques taught, Licensed Users in attendance, and minimum proficiency standards met by all attendees at all hands-on training courses conducted by certified instructors. 9. Require the quarterly (every three months) viewing of a "SafeWrap refresher" video by all Licensed Users, in group or personal settings, and keep accurate and detailed written records this requirement being met by each Licensed User. Things to avoid as a Licensee: 1. Never use the Licensed Property to teach the SafeWrap System to person or organization other than the Licensed Users within the Licensee's organization and/or the immediate family members of a certified instructor. 2. Under no circumstances is any SafeWrap instructor or Licensee permitted to publicly share, post, display, advertise, or distribute any literature, photos, or videos related to the SafeWrap System, or its techniques, without prior written approval from Licensor in each instance. 3. Never take any action inconsistent with Licensor's ownership of the Licensed Property, and never challenge the Licensed Property.. GRACE GLOBAL, LLC" Page 21 of 25 SafeWrap Licensing Agreement (0) 6019973.3 Agreement No. 7 EXHIBIT D. Licensed Property Design Guide When referencing the SafeWrap' System in text copy, always be sure to capitalize the "S" and the "W" and use the appropriate ' symbol. When using the logos, please use them exactly as shown below. While the size of the logo will vary depending on the use, Licensee should never change the aspect ratio, font, or any other element without prior written approval from Licensor in each instance. The logo must be colored as shown or black and white as shown. No other colors are permitted without prior written consent from Licensor in each instance. Prior to using the Licensed Property on any promotional or marketing material that it intended for distribution, Licensee must obtain prior written approval from Licensor in each instance. Never manufacture, create, offer for sale, sell, or distribute any merchandise, including but not limited to apparel, training gear, accessories, or promotional items bearing the Licensed Property, or any names, designs or logos similar to the Licensed Property, whether sold or given away for free, without prior written consent from Licensor in each instance. Colored Circle Logo m =af ra Lateral Restraint System Colored Linear Logo ISC-af tVVra estraint System Black and White Linear Logo GRACIE GLOBAL, LLC; Page 22 of 25 SafeWrap Licensing Agreement (0) 6019973.3 EXHIBIT E. Minimum Annual Training Requirements Licensed Users must obtain and maintain active certification in the SafeWrap System. Certification requires a minimum of four (4) hours of hands-on training and the successful demonstration of proficiency through a practical skills evaluation. Certification is valid for 12 months. The Core Curriculum shall take priority during all required training blocks. Any remaining time, as well as additional training time conducted throughout the year, may be allocated to Bonus Material or other SafeWrap curriculum components at the organization's discretion. Bonus material may not replace or reduce required Core Curriculum instruction. Any modifications to the Core Curriculum by the Licensee must be pre -approved, in writing, by the Licensor. 1. Crossover Arm Control 2. Crossover Leg Control 3. SafeWrap — Side Control Entry 4. SafeWrap — Lateral Handcuffing 5. SafeWrap — Prone Entry 6. SafeWrap — Turtle Entry 7. SafeDown — Front Entry 8. Universal SafeWrap Considerations 1. SafeWrap — Intervention Entry 2. SafeWrap — Seated Entry 3. SafeDown — Rear Entry 4. Solo Survival a. Standing — Clinch Control b. Ground — Mount, Guard, Side Mount 5. SafeSwitch 6. SafeKeep SafeWrap Practical Skills Test The SafeWrap Practical Skills Test consists of two SafeWrap Simulation Drills designed to verify each trainee's proficiency in the core components of the system. This Practical Skills Test is evaluated on a pass/fail basis. To pass, trainees must demonstrate effective control and communication skills while performing both the upper and lower body roles in each simulation. If a trainee fails to demonstrate proficiency in any role in either simulation, remediation is required, followed by re -testing on the specific role and simulation that was deficient. SafeWrap Simulation 1 > Failed Verbal De-escalation SafeDown — Front Entry SafeWrap — Side Control Entry > Lateral Handcuffing Procedure GRACE GLOBAL, LLC` SafeWrap Licensing Agreement (0) 6019973.3 SafeWrap Simulation 2 > SafeWrap — Turtle Entry (Subject Pronates) > SafeWrap — Prone Entry > Lateral Handcuffing Procedure Page 23 of 25 Recertification Requirements To maintain SafeWrap certification, Licensed Users must complete a minimum of four (4) hours of hands-on SafeWrap training annually and demonstrate proficiency through re testing. The recertification course outline mirrors the initial certification curriculum. Roster & Data Submission Requirements To ensure accurate record keeping and timely issuance of certifications, the Licensee must generate and submit a roster of all participating individuals within thirty (30) days following completion of any certification or recertification training conducted to satisfy the Minimum Training Requirements. The Licensee must also ensure that all field applications of SafeWrap are affirmatively reported to the Licensor within thirty (30) days of field application using the Field Application Report form provided by the Licensor. Additional Resources Immediately upon License activation, SafeWrap certified instructors within the Licensed organization will be granted access to additional resources designed to support a successfiul system rollout. These resources include certification video tutorials and printable evaluation form templates. SafeWrap Video Review Requirements Licensor has produced a definitive SafeWrap training video, approximately fifteen (15) minutes in length, designed to maximize comprehension and retention for each Licensed User within an organization. This video must be provided as a primer no less than two (2) weeks prior to an End -User's initial SafeWrap certification. In addition, it must be reviewed at least once every three (3) months between annual recertifrcations. The video may be uploaded to the organization's online learning management system to facilitate access and may be viewed individually or in group settings. Expert Witness Support In the event the organization is involved in litigation arising from the use of the SafeWrap System by one or more Licensed Users, Licensor will provide expert witness support on behalf of the Licensee, provided the Licensed Users involved are actively certified in the SafeWrap System at the time of the incident. Source Material This document outlines the baseline SafeWrap training requirements and is not intended to serve as a comprehensive instructional resource. For detailed instruction on all topics covered under this license, please refer to the official SafeWrap Instructor Handbook, the SafeWrap Online Instructor Video Course, and the official End -User Certification Course written and video outlines. Licensor reserves the right to modify SafeWrap certification requirements at any time. Licensee will be notified in writing of any updates so those changes may be incorporated into training provided to Licensed Users. GRACE GLOBAL, LLC" Page 24 of 2S SafeWrap Licensing Agreement M) 6019973.3 greemen o. i... GRACE GLOBAL. LLC ; Page 25 of 25 Safe Wrap Licensing Agreement (v3) 6019973.3