LETTER OF AGREEMENT BETWEEN

							                         LETTER OF AGREEMENT BETWEEN
                         GREATSCHOOLS, INC. AND LICENSEE

This LETTER OF AGREEMENT (“Agreement”), dated as of the date of the last signature
below (the “Effective Date”), has been entered into by and between GREATSCHOOLS, INC., a
California public benefit corporation (“GS”), and _______________________, a (Licensee).


GS will provide:
GS will provide to Licensee, the right to host the article (s) specified below, on its website located
at _______________________ (enter website URL)                             .

The article titles are: __________please fill in all titles and urls____________________ and
can be found on GreatSchools.org.

Licensee will provide attribution to GreatSchools in the following manner for the article it hosts
on the Licensee site or newsletter:

    A. If publishing on the Web site or email newsletter, Licensee will identify GreatSchools as
       the source of the content by
           a. Placing this logo at the top left-hand corner of the article and linking to
                www.greatschools.org with the alt text as, “GreatSchools”.




             b. Provide attribution by including the URL of the original GreatSchools page in the
                html header for any republished article. The attribution must be in the form of
                the rel=canonical statement that follows this format:

                  <link rel="canonical” href="Greatschools_URL /> For example, if
                  reprinting an article that originally appeared at
                  http://www.greatschools.org/parenting/health-nutrition/265-family-fitness.gs

                  the canonical attribution would be <link rel="canonical"
                  href="http://www.greatschools.org/parenting/health-nutrition/265-family-
                  fitness.gs" />



    B. If publishing the article in print media, Licensee will identify GreatSchools as the source
       of the content by placing a logo at the top left-hand corner of the article with the
       following logo and text:




   Written by GreatSchools



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    Licensee will forward a final copy of the printed material to:

                  GreatSchools, Inc.
                  Reprints/Business Development
                  160 Spear Street, Suite 1020
                  San Francisco, CA 94105

Payment:
During the Term of this Agreement, Licensee hereby agrees to pay (please check one)

$100 per year, for 1 article
$375 per year, for 5 articles
$500 per year, for 10 articles
$1,000 per year, for 25 articles

to GS. For the Initial Term of the Agreement, payment shall be due within thirty (30)
days after the Effective Date. For successive terms, payment shall be due within thirty
(30) days following the anniversary of the Effective Date.

Term:
The initial term of this Agreement shall be one (1) year from the Effective Date (the
“Initial Term”). Thereafter, the term shall renew for successive one-year periods (the
Initial Term and any renewal term are collectively, the “Term”) unless one party notifies
the other in writing of its desire to terminate no later than sixty (60) days prior to the
expiration of the Term.

Uncured Breach. If either party is in default of any material provision of this
Agreement and such default is not cured within thirty (30) days of receipt of written
notice, the non-breaching party shall have the right to immediately terminate this
Agreement.

Effect of Termination. Upon the expiration or termination of this Agreement for any
reason, (a) all the licenses granted herein shall automatically terminate without any
further action, (b) Licensee shall discontinue all use of the GS article by removing it from
Licensee Web Sites and destroying any materials containing such article, (c) all links to
GS’ web site shall be removed from Licensee Web Sites, and (d) all materials that
include the GS logo or trademark shall be destroyed or returned.

Governing Law; Venue: The internal laws of the State of California (irrespective of its
conflicts of law principles) will govern the validity of this Agreement, the construction of
its terms, and the interpretation and enforcement of the rights and duties of the parties
hereto. The parties agree that the federal and state courts located in or having jurisdiction
over San Francisco, California, shall have the exclusive jurisdiction over any action
brought to enforce the rights and obligations in or arising from this Agreement and each
of the parties hereto irrevocably submits to the jurisdiction of such courts to the exclusion
of all other judicial forum(s).

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements and

OHS West:260622381.1
undertakings with respect to the subject matter hereof. This Agreement may not be
amended or modified except by an instrument in writing signed by parties.

Assignment. This Agreement may not be assigned by Licensee without the prior written
consent of GS.

IN WITNESS WHEREOF, duly authorized representatives of each of the parties hereto have
executed this Agreement as of the dates set forth below. This agreement may be executed in
counterparts, each of which, when executed and delivered, shall be deemed to be an original, and
all of which, when joined, shall together constitute one and the same agreement. Any facsimile
of this agreement shall be deemed the equivalent of an original.

LICENSEE:                                               GREATSCHOOLS, INC

By: _______________________                             By: ________________________

Name:                                                   Name: Matthew Nelson

Title:                                                  Title: Chief Operating Officer

Date:                                                   Date:




OHS West:260622381.1