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Curriculum Delivery Agreement 1 31 2011

Curriculum Delivery Agreement 1 31 2011

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CURRICULUM DELIVERY AGREEMENT

This Curriculum Delivery Agreement is entered into as of January 2$, 2011 (the "Effective Date"), by and between the Arizona Board of Regents, for and on behalf of Arizona State University, Department of Online Education ("ASU"') and Knewton Inc., a Delaware corporation ("Knewton"). ASU and Knewton are hereinafter collectively referred to as the "Parties" and this Curriculum Agreement, as amended from time to time, is referred to as this "Agreement"). WHEREAS, ASU has developed and owns curriculum, materials and information in and for MAT-142 and MAT-II? courses and ASU would like to deliver these courses to students via a web-based delivery method (each of MAT-l 42 and MAT-I 17 is referred to as a "Math Course", and together the "Math Courses"); and WHEREAS, Knewton has an established history and demonstrated record for the delivery of mathematics educational programs to individuals via a web-based interface, including self-directed, self-paced, stand-alone college math remediation courses that solely use Knewton Content and incorporate math concepts analogous to those concepts provided in MAT-142 and MAT-I17 ("Readiness 142" and "Readiness 117", respectively). Readiness 142 and Readiness 117 are collectively referred to herein as the "MRC Modules"; and WHEREAS, ASU wishes to engage Knewton and Knewton wishes to be engaged (i) to deliver the Software in combination with the Math Courses and/or the MRC Modules as an online service (the "SAAS Services") and (ii) to assist ASU with integration of the SAAS Services into ASU's existing online educational programming and delivery methods to create the Educational Program; and WHEREAS, the Parties wish to set forth their mutual understanding agreement regarding their relationship in the delivery of the SAAS Services. NOW THEREFORE, the Parties agree and understand as follows: 1. DEFINED TERMS. Capitalized terms used in this Agreement shall have the meanings set forth in this section, or in the section where they are first used. 1.1. "ASU Content" means ASU's name, any provided, imported or uploaded to the SAAS Services including, but not limited to, the Math Courses and any professors. ASU Content specifically excludes Usage Data ASU Mark, and all Content by ASU or its employees, Content provided by ASU's and Profile Data. and

1.2. "ASU Third-Party Software" means any software that is proprietary to a Third Party licensed to ASU, including Pearson Learning Studio LMS. 1.3. "Authorized User" means students, employees and authorized agents of ASU who are communicated to Knewton to be authorized to utilize the SAAS Services through the Educational Program pursuant to a valid license purchased pursuant to this

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Agreement and who are provided with access to the SAAS Services by virtue of a password or other form of authentication provided by ASU. ASU shall undertake. reasonable efforts to make all Authorized Users aware of the provisions of this Agreement as applicable to such Authorized User's use of the SAAS Services, and shall use commercially reasonable efforts to cause Authorized Users to comply with such
provisions,

1.4. "Content" means, without limitation, any and all, sketches, texts, files, links, images, photos, video, sound, scripts, notes, works of authorship, articles, or other similar materials. 1.5. "Documentation" means all of the written, printed, electronic or other format materials published or otherwise made available by Knewton that relate to the functional, operational andlor performance capabilities of the SAAS Services. 1.6. "Educational Program" means the integration of the Knewton Technology, ASU Content and ASU Third Party Software via a single online sign-on experience 'With Pearson Learning Studio LMS, pursuant to which the Knewton Modules will be accessible by ASU students. 1.7. "Intellectual Property Rights" shall mean any and all rights existing from time to time under patent law, copyright law, trademark law, trade secret law, unfair competition law, moral rights law, publicity rights law, privacy rights law, and any and all other similar proprietary rights, including but not limited to, patents, trademarks, service marks, tradenames, brand names, trade or business names, logos, design rights, copyright (including copyright in computer programs), database rights, semi-conductor typography rights, know-how, methodologies and concepts, together with all goodwill attaching or relating thereto; extending to any renewals and extensions thereof, now or hereafter in force and effect in any jurisdiction whatsoever. 1.8. "Knewton Module" means the delivery of a Math Course or a MRC Module via the SAAS Services to an Authorized User for the duration of an ASU academic term. 1.9. "Knewton Technology" means the SAAS Services, the Software, the Documentation, and any of Knewton's proprietary technology, including software, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to ASU and Authorized Users by Knewton in providing the SAAS Services, together with all Intellectual Property Rights therein, including, but not limited to, any computer software (in object code and source code form), scripts, programming code, data, information or HTML script developed by Knewton or its suppliers, including any trade secrets, know how, methodologies and processes). 1.10. "Knewton Third-Party Software" means any software that is proprietary to a Third Party licensed to Knewton.

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1.11. "MAT 142" means ASU's requirement for graduation. 1.12.

entry-level math course ("college math"),

"MAT 117" means ASU's college-level algebra course.

1.13. "Profile Data" means an Authorized User's first and last name, email and any other log-in information. Profile Data specifically excludes Sensitive User Information. 1.14. "Service Commencement Date" means June 1, 2011, or such later date upon which the SAAS Services (as to Math-142 and Readiness 142 only) go live and are fully operational. 1.15. "Software" means Knewton's proprietary web-based adaptive learning platform that is used by Knewton to provide the SAAS Services and all Knewton Third Party Software incorporated into or utilized by the Software. 1.16. "Termination Payment" means, in the event of a termination pursuant to Section 7.2 that will result in the termination date occurring: (i) at any time from the Effective Date through and including the first (I") anniversary of the Service Commencement Date: $1,000,000; (ii) at any time after the first (1st) anniversary of the Service Commencement Date but prior to the second (2nd) anniversary of the Service Commencement Date: $750,000; (iii) at any time after the second (2nd) anniversary of the Service Commencement Date but prior to the third (3rd) anniversary of the Service Commencement Date: $500,000; and (iv) at any time after the third (3rd) anniversary of the Service Commencement Date: $0. . 1.17. "Third Party" means persons, Knewton, ASU or any of their affiliates. corporations and entities other than

1.18. "Usage Data" means any and all information submitted by a user, or otherwise collected by Knewton, in connection with any user's access and usage of the SAAS Services, including, but not limited to, use and access of Content, tracking of user usage, performance data and reports, score results, data related to knowledge retention, session lengths, search terms used, and any other information that is not Sensitive User Information. Usage Data specifically excludes Profile Data, Sensitive User Information (as defined in Section 6.6 below) and ASU Content. 2. PRODUCT SPECIFICATIONS AND DELIVERY.

2.1. Product Deliverv. Knewton will administer and deliver the SAAS Services to Authorized Users via the Educational Program. The Educational Program and SAAS Services (as to Math-142 and Readiness 142 only) will go live and be fully operational on or before May 31, 2011 (the "1 st Delivery Date "); provided however, that Knewton's ability to meet the foregoing 1st Delivery Date is subject to and conditioned upon the cooperation of ASU and the providers of ASU Third Party Software and in their

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meeting the milestone deliverables set forth on Exhibit A. To the extent any milestone deliverable set forth on Exhibit A is delayed as a result of ASU or an ASU Third Party Software provider's actions or inactions, the 1st Delivery Date shall be extended by the corresponding number of days that such delay was caused by such action or inaction, provided, however, that such delay by ASU or an ASU Third Party Software provider shall not constitute a default or breach by ASU. The Educational Program with SAAS Services incorporating Math-117 and Readiness 117 will go live and be fully operational on or before August 15, 2011 (the "Znd Delivery Date"); provided however, that such date is conditioned on the cooperation of ASU and the providers of ASU Third Party Software in meeting the milestone deliveries to the extent set forth on Exhibit A. To the extent any milestone deliverable set forth on Exhibit A is delayed as a result of ASU or an ASU Third Party Software provider'S actions or inactions, the 2nd Delivery Date shall be extended by the corresponding number of days that such delay was caused by such action or inaction. The Parties agree to use commercially reasonable efforts to meet the 1st Delivery Date and 2nd Delivery Date. Notwithstanding any of the foregoing, to the extent the SAAS Services incorporating Math-117 and Readiness 117 are not fully operational as of the 2nd Delivery Date, then the parties shall extend the 2nd Delivery Date to a date after the 2nd Delivery Date (the "Extended 2nd Delivery Date") that the parties mutually agreewill provide sufficient time for such SAAS Services to be fully operational, and such delay until the Extended 2nd Delivery Date shall not constitute a default or breach by either party under this Agreement and neither party will have the right to claim any damages resulting from such delay as may be provided by this Agreement or otherwise. 2.2. Product Content. Knewton will use its best efforts to cause the SAAS Services to satisfy the Knewton Performance Criteria. As used herein, the "Knewton Perfonnance Criteria" shall mean the following requirements, as the same may be amended by mutual agreement of the Parties from time to time: (a)
(b)

Provision ofa training experience, instructing Authorized Users on how to use the features and functionality of the SAAS Services Ability to conduct an initial proficiency assessment which will begin the adaptive learning process for each Authorized User. Ability to track proficiency and mastery by each Authorized User of the concepts identified in the applicable Math Course or MRC Module. Ability to. continually assess, remediate, then reassess an Authorized User's progress for each significant concept taught in the applicable Math Course or MRC Module. Ability to assess Authorized User's performance with various tools, including pre-tests, administering homework sets, quizzing and testing.

(c) (d)

(e)

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(f)

Ability to deliver on-demand videos covering various lessons, strategies and concepts covered by the applicable Math Course or MRC Module. Provide an interface for Authorized Users to follow a guided sequence of prioritized tasks (including a linear syllabus) to learn the applicable course material. Include detailed concept descriptions and corresponding explanations, both in writing and via video. Demonstrated improvements in student performance, which shall be determined based on the following factors: (i) improvements in the success of MAT142 and MATI 17 students in content proficiency; (ii) improvements in content proficiency and passing standards of students in the developmental courses; and (iii) improvements in the success of developmental students in subsequent MAT142 and MATll?

(g)

(h)
(i)

2.3. Reporting. Knewton shall provide student level proficiency reporting on a concept-by-concept basis and aggregated Usage Data for each Knewton Module being administered at the time requested (each, a "Student Proficiency Report"). Student Proficiency Reports shall be delivered to ASU a minimwn of once per academic term and a maximwn of three per academic term and shall reflect student performance through the shorter of (i) the life of the applicable Knewton Module or (ii) two (2) years. 2.4. Other Services. ASU may request that Knewton provide additional services beyond those set forth in this Agreement on terms and for the consideration agreed upon the Parties from time to time. Knewton shall negotiate in good faith with ASU regarding the terms and provisions according to which such additional services would be provided by Knewton. 3. HOSTING, TECHNICAL SUPPORT AND TRAINING. 3.1. Hosting. Knewton or a third party appointed by Knewton will host the SAAS Services. On the 1st Delivery Date, it is anticipated that the SAAS Services will be hosted at the facility set forth on Exhibit A (the "Initial Hosting Facility"). Knewton may change the hosting facility from the Initial Hosting Facility to either (1) another Third Party hosting facility that shall be reasonably acceptable to ASU or (2) its own hosting facility, which shall be owned (or managed) by Knewton. The Initial Hosting Facility, and any subsequent hosting facility where the SAAS Services are hosted, is referred to herein as the "Hosting Facility." Knewton will be solely responsible for managing and maintaining the equipment (including computers and services), infrastructure, and other systems containing ASU data (the "Managed Systems") at the
Hosting Facility. Knevvton shall use its commercially reasonable efforts to design,

manage and operate the Managed Systems in accordance with information security standards customary in Knewton's industry and in compliance with all relevant federal and state laws, regulations and policies. In addition, Knewton will use its commercially

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reasonable efforts to manage the Managed Systems in compliance with ASU's policies and standards regarding data usage and information security as currently in effect (true and accurate copies of which have been provided to Knewton). ASU may change such policies and standards on not less than ninety (90) days' advance notice to Knewton, and Knewton will use its commercially reasonable efforts to comply with such changed policies and standards (provided that they do not increase Knewton's costs of providing the SAAS Services). If any such changed policies and standards increase Knewton's costs, then the parties will negotiate in good faith to implement an appropriate adjustment to the Fees to reflect such increased costs. In an effort to diminish information security threats: (a) Knewton will provide ASU the most recent SAS 70 review completed by the Hosting Facility. Knewton will further provide ASU with additional SAS70 reviews, andlor any published documentation from the Hosting Facility relating to information security requirements, as the same becomes available from the Hosting Facility. At the request of ASU, not more than once every two years, additional SAS70 or substantially equivalent reviews from the Hosting Facilities may be obtained, in accordance with ASU policies and in a manner consistent with the current practice of the Hosting Facility, in each case as the same may be amended from time to time. Any information provided hereunder with respect to the Hosting Facility, including any SAS70 report, shall be subject to the confidentiality provisions of this Agreement. Furthermore, at the request of Knewton (and only if requested by the Hosting Facility), ASU will use its commercially reasonable efforts to .enter into a confidentiality provision with the Hosting Facility that contains terms consistent with Section 10 of this Agreement (provided that any such confidentiality agreement with the Hosting Facility shall be subject to the limitations setforth in Section 10.3 hereof). As to the Managed Systems only, Knewton will perform periodic scans for unauthorized applications, services, code and system vulnerabilities on the at regular intervals in accordance with its current practices. In addition, as to the Managed Systems only, Knewton will provide and conduct operational, security and vulnerability reports and assessments to ASU in accordance with its current operational practices, as the same may be amended from time to time.

(b)

(c)

(d)

Knewton will limit access to ASU's resources, including sensitive data, to those of its personnel who have a legitimate business need based, in each case, on the individual's job-related assignment. Access should be approved and tracked by the system owner to ensure proper usage and accountability and shall be subject to review by ASU upon request.

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3.2. Technical Support. During the Term, Knewton will provide second level technical support for the SAAS Services via an email helpdesk for up to five (5) ASU employees notified in writing by the ASU account manager to Knewton ("Designated Support PersolU1el"). The email helpdesk shall be operational during the following hours: from 7 AM MST to 7 PM MST, Monday through Thursday and from 7 AM MST to 4 PM MST, Friday through Sunday ("Support Hours"). In addition, during the Term, Knewton will provide a webpage of technical requirements and a basic list of FAQs for Authorized User self-support and ASU staff reference. Knewton shall respond to all support inquiries from Designated Support Personnel within three (3) business hours during Support Hours. Knewton will use commercially reasonable efforts to resolve any problem reported by any Designated Support Personnel regarding the SAAS Services, provided that with respect to any problems that Knewton reasonably determines are critically affecting the SAAS Services, Knewton will use the aforementioned efforts to resolve the problem promptly andlor escalate the problem to Knewton's account manager and then its management personnel responsible for operations. ASU acknowledges that nothing in this Agreement creates or imposes any obligation upon Knewton to provide support services of any nature to any Authorized User or any Third Party. Knewton will promptly refer to ASU any requests for technical support that Knewton receives hereunder but reasonably determines to be outside the scope of its obligations under this Agreement. 3.3. Training. Knewton will provide ASU faculty and administrators up to twenty five hours of on-site training regarding the use of the SAAS Services. Such training will occur over a consecutive 3 day period prior to the 1st Delivery Date, which training shall be sufficient for ASU facility and administrators to provide support and deliver the SAAS Services to students. The training will be delivered at the times and locations requested by ASU. Knewton will provide additional training upon request from ASU, subject to the parties mutually agreeing on the fees to be paid by ASU for such additional training. 3.4. Dedicated Staff. Both Parties shall provide a dedicated account manager to respond to questions and inquiries from ASU or Knewton personnel regarding the obligations of the other Party under this Agreement, on an as needed basis. Knewton's account manager, and any subsequent replacement, shall be preapproved by ASU. Knewton's initial account manager will be Brad McIlquham. ASU's initial account manager will be Kari Barlow. 4. CONSIDERATION. As consideration for the SAAS Services, ASU will pay Knewton $100 per registered student per Knewton Module (the "Fees"). ASU will report registered students to Knewton fourteen days after commencement of a Knewton Module by a student in the case of the MRC Modules and within fourteen days after commencement of each ASU academic term in the case of Math Courses (which reported students shall be referred to herein as Authorized Users). Knewton will invoice ASU for the use of the SAAS Services by Authorized Users on a per term basis. Payment of undisputed Fees shall be due within 30 days following receipt of invoice. The Fees are non-refundable. Overdue amounts shall accrue interest at the rate of one and one-half percent (1 Yz %) per month, or at the highest legal interest rate, if less. Knewton reserves

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the right (in addition to any other rights or remedies Knewton may have) to suspend the SAAS Services provided hereunder, and Authorized User's access to the SAAS Services, if any Fees are more than sixty (60) days overdue until such amounts are paid in full. 5. TERM. This Agreement shall commence as of the Effective Date and end effective as of the earlier of (i) the termination date if terminated pursuant to Section 7 or (ii) the expiration of three years. The Parties may extend the term for two additional one-year terms, which term extensions shall be memorialized in writing and acknowledged by both Parties. 6. INTELLECTUAL PROPERTY; LICENSES.

6.1. Right to Use and Access. Subject to the terms and conditions of this Agreement, Knewton grants to ASU and its Authorized Users a non-exclusive right to use and access the SAAS Services for which a license has been purchased hereunder, provided that the SAAS Services are used solely as part of the Educational Program and in accordance with applicable Documentation provided by Knewton. 6.2. Usage Restrictions. Without limiting the generality of the foregoing, ASU agrees that except as authorized in writing it will not: (i) use the SAAS Services for any purposes beyond the scope of this Agreement; (ii) authorize or knowingly permit use of the SAAS Services by. persons other than Authorized Users; (iii) rent, lease, loan, or sell access to the SAAS Services to any third party other than as permitted under this Agreement; (iv) adapt, alter, modify, translate or create derivative works of the Software or Documentation; (v) alter, translate, or modify the SAAS Services or any part thereof; (vi) combine or integrate the SAAS Services with software or technology not provided by Knewton hereunder or expressly contemplated by this Agreement; (vii) decompile, disassemble, reverse engineer or otherwise attempt to reconstruct, obtain or perceive the source code from which any component of the SAAS Services are compiled or interpreted. 6.3. Usemames and Passwords. ASU may permit any Authorized User to use and access the SAAS Services pursuant to this Agreement, which such use and access shall occur through the Educational Program. ASU shall be responsible for providing Authorized Users with a unique usemame and password (which usemame and password may be such Authorized User's usemame and password used to access other services provided by ASU (an "ASU Password"» to use and access the Educational Program. Additionally, ASU acknowledges and agrees that (i) only Authorized Users are entitled to access the SAAS Services and (ii) ASU will notify Knewton promptly upon knowledge of any actual or suspected unauthorized use of any account, usemame, or passwords, or any other breach or suspected breach of this Agreement. ASU further acknowledges that (i) each Authorized User usemame and password may only be used to access the SAAS Services during one (1) concurrent login session, and (ii) its policies prohibit the sharing, reassignment or use of usemames and passwords by more than one individual Authorized User. Knewton acknowledges that at the present time ASU does not nor does it have the ability to monitor concurrent logins. As between ASU and Knewton, Knewton shall bear

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sole responsibility for monitoring concurrent logins, including the development implementation of any tools necessary to do so. 6.4. Retained Rights; IP Ownership.

and

(a) Knewton Ownership. The Knewton Technology is the exclusive property of Knewton or its suppliers. Knewton hereby retains all right, title and interest in and to the Knewton Technology. Except as expressly set forth in Section 6.1, no express or implied license or right of any kind is granted to ASU regarding the Knewton Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the SAAS Services. ASU acknowledges that it neither owns nor acquires any rights in any of the foregoing not expressly granted by this Agreement and that the foregoing constitutes proprietary information andlor trade secrets of Knewton or its suppliers and is or may be protected by U.S. copyright, trade secret and similar laws. ASU further acknowledges that Knewton retains the right to use, and to grant third parties the right to use, the Knewton Technology, or any part thereof, for any and all purposes whatsoever in Knewton's sole discretion. (b) ASU Ownership. ASU Content is the exclusive property of ASU, its employees, students or its suppliers. ASU hereby retains all right, title and interest in and to all ASU Content provided by ASU to Knewton pursuant to this Agreement. During the Term, ASU grants to Knewton a limited, non-exclusive, royalty-free license to store ASU Content and make it available through the SAAS Services to Authorized Users solely for all reasonable and necessary purposes required or contemplated by this Agreement. Knewton acknowledges that ASU Content constitutes proprietary information andlor trade secrets of ASU or its suppliers and that ASU Content is or may be protected by U.S. copyright, trade secret and similar laws. Knewton further acknowledges that ASU retains the right to use, and to grant third parties the right to use, the ASU Content, or any part thereof, for any and all purposes whatsoever in ASU's sole discretion. Knewton shall have an affirmative obligation to backup all Content stored on their system, including any ASU Content. 6.S. Ownership of Usage Data. As between ASU and Knewton, any and all Usage Data generated in connection with the SAAS Services shall be owned exclusively by Knewton. Without limiting the generality of the foregoing, as the exclusive owner of such Usage Data, Knewton shall have the irrevocable and perpetual right to use, reproduce, display, modify, create derivative works and disclose the Usage Data in any manner in connection with its business operations or otherwise and for any other purpose whatsoever, including without limitation (i) in order to test and improve the SAAS Services; (ii) in the development and distribution of new products and services; and (iii) in order to prepare and provide comparative benchmarks, During the Term, Knewton grants to ASU a limited, revocable and nonexclusive right to use and access the Usage Data for the limited purposes required and contemplated by this Agreement. To the extent any Student Proficiency Reports are compiled from the Usage Data pursuant to this Agreement, Knewton grants to ASU a perpetual, nonexclusive, royalty-free, worldwide right to use such Student Proficiency Reports for any purpose whatsoever. ASU

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acknowledges and agrees that the Usage Data and Student Proficiency Reports constitute proprietary information and trade secrets of Knewton subject to the confidentiality provisions of Section 10 hereof. 6.6. Profile Data; Sensitive User Information. At the time an Authorized User first accesses the SAAS Services pursuant to this Agreement, ASU acknowledges that as between such Authorized User and Knewton, such Authorized User will grant Knewton a limited, non-exclusive, perpetual right to store and use such Authorized User's Profile Data in connection with such Authorized User's use of Knewton software services and products, including the SAAS Services. ASU and Authorized Users shall not provide Knewton with any of the following information under this Agreement: an Authorized User's birthday, home address, phone number, ASU Password, ethnicity and/or social security number (collectively, the "Sensitive User Infonnation"). Between Knewton and ASU, Knewton will bear sole responsibility for any rights granted or agreements made between Authorized Users and Knewton, and ASU shall have no obligations with respect to enforcement or otherwise with respect to the rights and obligations referenced in this Section 6.6. 6.7. Ownership of New Works. For the avoidance of doubt, to the extent either Party creates new intellectual property during the course of this Agreement, as between ASU and KNEWTON, the creating Party shall have full and complete ownership of any and all Intellectual Property Rights in such intellectual property. At the termination of this Agreement, any derivative worksshall be disassembled with each Party owning their respective contributions (unless otherwise agreed in writing). 7. EVENTS OF DEFAULT, REMEDIES AND TERMINATION. 7.1. Tennination For Cause. In the event that either Party is in material default in the performance of any obligation under this Agreement or in material breach of any provision of this Agreement, then the non-defaulting/non-breaching Party has the option to terminate this Agreement only after written notice of default and opportunity to cure . has been given to the defaultinglbreaching Party. The notice of default must provide for an opportunity to cure of at least thirty (30) days following receipt of notice, or such longer time period as may be specifically prescribed in this Agreement. If the breaching Party receiving the notice has not cured the default or breach before the cure date stated in the notice, then in addition to any other remedies available by law, the non-breaching Party may terminate this Agreement by giving the breaching Party written notice of termination, which will be effective upon delivery. If the default can be cured, but cannot by its nature be cured in thirty (30) days, the Parties will agree to extend the cure period for such period as is reasonably necessary in order to cure the default; provided, however, if after six months from the occurrence of the material default the default cannot be cured, the nondefaulting party may terminate this Agreement with. no further responsibilities. 7.2. Termination Without Cause. Either Party may terminate this Agreement for any reason by providing at least 90 days advance written notice of termination to the

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other Party. If Knewton terminates this Agreement pursuant to this Section 7.2, Knewton shall (at the request of ASU) provide the transition services contemplated in Section 7.7 and cooperate in good faith with ASU to transition the services provided pursuant to this Agreement to the persons identified by ASU at that time. If ASU terminates this Agreement pursuant to this Section 7.2, ASU shall pay Knewton, as full compensation, on or prior to the date such termination becomes effective: (1) all Fees that are due and payable through the termination date; and (2) the Termination Payment. 7.3. Termination Due to Insolvency. ASU shall have the right to terminate this Agreement at any time in the event Knewton files a petition in bankruptcy, or it adjudicated bankrupt, or if a petition in bankruptcy is filed against Knewton and not discharged within thirty (30) days, or if Knewton makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law for the settlement of Knewton's debts, or if a receiver is appointed for Knewton or its business. 7.4. Effect of Termination or Expiration. Upon termination or expiration of this Agreement and except as set forth in Section 7.7, all licenses granted hereunder shall immediately terminate (except as set forth in Section 7.7) and any and all fees invoiced or otherwise accrued on or before the date of termination but not paid shall be due and payable. 7.5. Mitigation of Damages. If a Party becomes aware of any breach of this Agreement by the other Party, the nonbreaching Party shall use its commercially reasonable efforts to mitigate any damages arising out of or relating to such breach, including incurring costs only to the minimum extent necessary to remedy the breach which would otherwise give rise to damages. 7.6. No Waiver. No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. No waiver by either Party of any breach of the provisions of this Agreement by the other Party shall in any way be construed to be a waiver of any future breach of bar the right to insist on strict performance of the provisions of this Agreement. 7.7. Orderly Transition. Notwithstanding anything contained herein to the contrary, in the event that this Agreement is terminated (except for an Exempted Termination (as defined below» and at ASU's option and expense, Knewton shall continue providing the services contemplated herein and providing Authorized Users access to the SAAS Services for sufficient time that all Authorized Users using the SAAS Services have completed their coursework for which Fees have been paid, but in no event shall such period exceed six (6) months (the post termination services are referred to as the "Transition Services", and the period during which such Transition Services are provided are herein referred to as the "Transition Period"). The Fees for any Transition Services shall be as set forth in Section 4, and shall be payable in full on the first day of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such services were provided prior to the

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termination, and in a professional manner, with high quality and in accordance with industry standards. ASU may, upon written notice to Knewton, modify the specific Transition Services to be provided to a subset of the services provided under this Agreement and may reduce the term for the Transition Period to less than that specified above, provided that Knewton shall not be obligated to refund to ASU any Fees paid by . ASU nor shall ASU be relieved of any obligation to pay any Fees either accrued or invoiced on or prior to the date this agreement is terminated. The parties may also mutually agree in writing to extend the Transition Period, subject to the parties mutually agreeing on the fees to be paid by ASU for. such Transition Services during such extended period. Knewton will provide Student Proficiency Reports using Usage Data from Authorized Users through the Transition Period. Upon termination of this Agreement the parties agree to work in good faith, at ASU's sole cost and expense, to effectuate an orderly transition of the services contemplated herein. As used herein, an "Exempted Termination" means either: (a) a termination of this Agreement by Knewton pursuant to Section 7.1 for a breach by ASU of Section 4; or (b) a termination of this Agreement by Knewton pursuant to Section 7.2 under circumstances where either (i) the provision of the SAAS Services has been or is reasonably likely to be enjoined or (ii) the continued provision of the SAAS Services would expose Knewton to monetary damages in excess of the fees paid by Knewton to ASU under this Agreement. 8. REPRESENTATIONS AND WARRANTIES.

8.1. Knewton Representations and Warranties. Knewton represents and warrants that: (a) the services to be performed by Knewton under this Agreement will be performed in a professional manner and Knewton will conform the SAAS Services to the Performance Criteria and other standards set forth in this Agreement; (b) all services will be performed by qualified, trained, and properly equipped personnel; (c) Knewton will comply with all applicable Federal, state and local laws, regulations, rules and ordinances; (d) to its knowledge, all written materials supplied to ASU in connection with the transactions contemplated herein are true, correct and accurate responses as of the date of their submission; and (e) that it owns the Knewton Technology or has obtained all rights in the Knewton Technology to provide the SAAS Services to ASU and convey the licenses granted herein to ASU so that the use of the SAAS Services by ASU in . accordance with the terms of this Agreement do not violate the Intellectual Property Rights or other rights of a Third Party. Notwithstanding the foregoing, (i) in respect of any breach by Knewton of Section 8.1(a) or Section 8.(b), ASU shall, before seeking monetary damages from Knewton, pursue in good faith the support services relating to the SAAS Services available to it pursuant to Section 3.2 of this Agreement and shall otherwise comply with its duty to mitigate under Section7.5. 8.2. ASU Representations and Warranties. ASU represents and warrants to Knewton that it owns.the ASU Content or has obtained all rights in the ASU Content to provide the ASU Content to Knewton and convey the licenses granted herein to Knewton so that the use by Knewton to provide the SAAS Services pursuant to this Agreement do not violate the Intellectual Property Rights or other rights of a Third Party.

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9.

STATE OF ARIZONA PROVISIONS.

9.1. Nondiscrimination. The parties agree to comply with all applicable state and federal laws, rules, regulations and executive orders governing equal employment opportunity, immigration, nondiscrimination, including the Americans with Disabilities Act.

9.2. Conflict of Interest. ASU's participation in this Agreement is subject to Section 38-511 of the Arizona Revised Statutes which provides that this Agreement may be cancelled if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of ASU is, at any time while this Agreement or any extension thereof is in effect, an employee or agent of the other party to this Agreement in any capacity or a consultant to any other party with respect to the subject matter of this Agreement. 9.3. Notice of Arbitration Statutes. As required by Sections 12-133 and 12-1518 of the Arizona Revised Statutes, notice is provided that the parties to this Agreement will be required to make use of mandatory arbitration of any legal action that is filed in the Arizona superior court concerning a controversy arising out of this Agreement if: (1) the court finds or the parties agree that the amount in controversy does not exceed the jurisdictional limit established by rule of that court for mandatory arbitration, or (2) this agreement is a public works contract and the amount in controversy is less than one hundred thousand dollars ($100,000). 9.4. Failure of Legislature to Appropriate. If ASU's performance under this Agreement depends upon the appropriation of funds by the Arizona Legislature, and if the Legislature fails to appropriate the funds necessary for performance, then ASU may provide written notice of this to Knewton and cancel this Agreement without further obligation of ASU. Appropriation is a legislative act and is beyond the control of ASU. 9.5. Weapons, Explosive Devices and Fireworks. ASU prohibits the use, possession, display or storage of any weapon, explosive device or fireworks on all land and buildings owned, leased, or under the control of ASU or its affiliated or related entities, in all ASU residential facilities (whether managed by ASU or another entity), in all ASU vehicles, and at all ASU or ASU affiliate sponsored events and activities, except as provided in Section 12-781 of the Arizona Revised Statutes or unless written permission is given by the ASU Police Department CASUPD). Notification by Knewton to all persons or entities who are employees, officers, subcontractors, consultants, agents, guests, invitees or licensees of Knewton ("Knewton Parties") of this policy is a condition and requirement of this Agreement. Knewton further agrees to enforce this contractual requirement against all Knewton Parties. ASU's policy may be accessed through the following web page: http://www.asu.edulaad/manuals/pdp/pdp201-05.html. 9.6. Confidentiality. Any other provision of this Agreement to the contrary notwithstanding, the parties acknowledge that Arizona State ASU is a public institution, and as such is subject to Title 39, Chapter 1, Article 2 of the Arizona Revised Statutes

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(Sections 39-121 through 39-127). Any provision regarding confidentiality is limited to the extent necessary to comply with the provisions of state law. 9.7. Indemnification. Each Party shall be responsible for its own and its agents' negligence, actions and omissions. Any other provision of this Agreement to the contrary notwithstanding, the parties acknowledge that Arizona State ASU is a public institution and any indemnification or hold harmless provision shall be limited as required by State law, including without limitation Article 9, Sections 5 and 1of the Arizona Constitution and Sections 35-154 and 41-621 of the Arizona Revised Statutes. 9.8. Service Marks and Trademarks. For purposes of this provision, the phrase "ASU Mark" means any trade name, trademark, service mark, logo, domain name, and any other distinctive brand feature owned or used by ASU. Knewton agrees to comply with ASU's trademark licensing program concerning any use or proposed use by Knewton of any ASU mark on goods, in relation to services, and in connection with advertisements or promotion of Knewton or its business. Prior to any use of an ASU mark by Knewton or its affiliates or successors or assigns, Knewton will comply with ASU Policy PUR 701: Trademark Licensing and submit the proposed use of the ASU mark (together with a sample or specimen of the intended use) to ASU's Trademark Licensing Coordinator for approval. Except as expressly authorized in this Agreement, Knewton is not permitted to use any ASU mark without prior written approval of ASU's Trademark Licensing Coordinator. Knewton's use of any ASU mark must comply with ASU's requirements, including using the "circle R" (®) indication of a registered trademark. 9.9. Student Educational Records. ASU and Knewton recognize that student educational records are protected by the federal Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g). FERPA permits disclosure of student "educational records" to "school officials" that have a "legitimate educational interest" in the information. (For definitions of quoted terms, see ASU Policy 107-01: Release of Student Intormation.) The federal Family Compliance Office has recognized that institutions can designate other entities, including vendors and consultants, as "other school officials." Designated representatives of Knewton will be designated as "other school officials" for purposes of this Agreement. No designated representative of Knewton shall disclose student educational records it receives under this agreement to any third party, except with the prior written consent of the student or as permitted by law. Any disclosures made by Knewton will comply with ASU's definition of "legitimate educational interest." Knewton agrees and warrants that it shall use student educational records solely to accomplish its obligations under this agreement and solely in a manner and for purposes consistent with the terms and conditions of this agreement and ASU policies and procedures. Knewton agrees and warrants that it shall not make any disclosures of student educational records without prior notice to and consent from ASU. If any designated representative discloses or misuses any educational record, ASU and/or Knewton will take appropriate action against the designated representative that is similar to action ASU would take against one of its employees who disclosed or misused the educational records of its students.

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9.10. Legal Worker Requirements. As required by Arizona Revised Statutes §41-4401 ASU is prohibited after September 30, 2008 from awarding a contract to any contractor who fails, or whose subcontractors/subrecipients fail, to comply with Arizona Revised Statutes § 23-214-A. Knewton warrants that it complies fully with all federal immigration laws and regulations that relate to its employees, that it shall, as applicable or required under Arizona Revised Statutes § 23-214A, verify, through the employment verification pilot program as jointly administered by the U.S. Department of Homeland Security and the Social Security Administration or any of its successor programs, the employment eligibility of each employee hired to work on this Agreement, and that it shall, as applicable or required under Arizona Revised Statutes § 23-214A, require its subcontractors and sub-subcontractors to provide the same warranties to Knewton. 9.l1. Exhibit B. Insurance Requirements. Knewton's insurance obligations are set forth on

10. CONFIDENTIAL INFORMATION 10.1. Ownership of Confidential Information. Each Party acknowledges that during the performance of this Agreement, each of Knewton and AS U (each "Receiving ~") will have access to certain information disclosed by the other Party .(the "Disclosing Party") related the Disclosing Party's business, technology, products, or services or other confidential or proprietary information (collectively, "Confidential Information"), or Confidential Information of third parties that the Disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and shall remain the sole property of the Disclosing Party or such third party. 10.2. Mutual Confidentiality Obligations. Each party agrees as follows: (i) to use the Confidential Information of the Disclosing Party only for the purposes described herein; (ii) that it will not reproduce the Confidential Information of the Disclosing Party other than as permitted herein and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party other than in accordance with paragraph (iv) below; (iii) that it will not create any derivative work from Confidential Information of the Disclosing Party in violation of this Agreement or the Disclosing Party's copyrights; (iv) to restrict access to the Confidential Information of the Disclosing Party to such of the Receiving Party's personnel, agents, and/or consultants and contractors, if any, who have a need to have access and who have been advised of the obligation of confidentiality and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own Confidential Information and not to directly or indirectly disclose, copy, distribute, republish or allow any Third Party to have access to any Confidential Information. The foregoing restrictions shall not apply to Confidential Information that is (a) already known by the Receiving Party; (b) becomes, through no act or fault of the recipient, publicly known; (c) received by Receiving Party from a third party without a

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restriction on disclosure or use; or (d) independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information. 10.3. Notwithstanding anything contained herein to the contrary, the parties acknowledge that Arizona State University is a public institution, and as such is subject to Title 39, Chapter 1, Article 2 of the Arizona Revised Statutes (Sections 39-121 through 39-127). Any provision regarding confidentiality is limited to the extent necessary to comply with the provisions of state law. 11. RESERVED. 12. INDEMNIFICATION. Each party shall be responsible for its own negligence, actions or omissions. 13. MISCELLANEOUS. 13.1. Disclaimer of Warranties. Except for the express warranties provided herein, the SAAS Services, Documentation, Knewton makes no (and hereby disclaims all) other warranties, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of merchantability, title, non-infringement, or fitness for a particular purpose, with respect to the SAAS Services. 13.2. Inspection of Books and Records. Each Party shall maintain proper books of record and account, in which true and correct entries, in all material respects, shall be made of all material transactions and matters relating to the transactions contemplated herein. Each Party may inspect the books and records of the other Party that are reasonably relevant to the services and compensation provided under this Agreement, provided, however, that audits must be scheduled at least ten (10) business days in advance to avoid disruption of the nanrequesting Party's business operations. If such inspection and audit reveals that ASU has underpaid or overpaid Knewton with respect to any amounts due and payable during the period to which such inspection and audit relate, ASU (in the case of an underpayment) or Knewton (in the case of an overpayment) shall promptly pay such amounts as are necessary to rectify such underpayment or overpayment. In addition to the foregoing, to the extent required by Section 35-214 of the Arizona Revised Statutes, Knewton agrees to retain all records needed to substantiate the fees charged to ASU by Knewton under this Agreement (for purposes of clarification, this is not meant to apply to the actual per unit price points set forth in this Agreement). Knewton agrees to make those records available at all reasonable times for inspection and audit by ASU or the Auditor General of the State of Arizona during the term of this Agreement and for a period of five (5) years after the completion of this Agreement. The records shall be provided at Arizona State University, Tempe, Arizona, or another location designated by ASU upon reasonable notice to Knewton. 13.3. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Arizona, without regard to the choice of law rules of the State of Arizona

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13.4. Assignment. Without the prior written approval of the nontransferring/non-assigning Party, this Agreement shall not be transferred or assigned by operation of law or otherwise by either Party, except that either Party may assign any of its rights and obligations under this Agreement, without consent of the other Party, due to or in connection with any merger, consolidation or sale of all or substantially all of its related assets or any similar transaction. This Agreement shall be binding upon the successors, legal representatives and assignees ofKnewton. 13.5. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be to the parties as set forth below: Notice to ASU. Unless hereinafter changed by written notice to Knewton, any notice to ASU, other than invoices and notice with respect to invoices, shall be delivered or mailed to: Arizona State University ASU Online and Extended Campus Attn: Philip Regier, Exec Vice Provost & Dean P.O. Box 870101 Tempe AZ 85287-0101 With copy to: Arizona State University Office of General Counsel PO Box 877405 Tempe AZ 85287-7405 Unless changed by written notice to Knewton, invoices and notice regarding invoices to ASU shall be delivered or mailed to: Arizona State University ASU Online and Extended Campus Philip Regier, Executive Vice Provost and Dean PO Box 870101 Tempe AZ 85287-0101 Notice to Knewton. Unless hereinafter changed by written notice to ASU, any notice to Knewton shall be delivered or mailed to: Knewton, Inc. Attn: David Liu 19 Union Sq. West 12th FI. N ew York, NY 10003 Notices shall be effective upon receipt and shall be deemed to be received as follows: i) if

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delivered by nationally recognized overnight courier, effective the business day following the date of shipment; or ii) if by U.S. certified mail, actual receipt. 13.6. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same agreement. 13.7. Entire Agreement. This Agreement and the exhibits attached hereto contain the entire agreement and understanding of the Parties with respect to the subject matter hereof, supersede all other prior understandings, oral or written, with respect to the subject matter hereon, and are intended by ASU and Knewton as the final, complete and exclusive statement of the terms agreed to by them. 13.8. Amendments. No amendment, modification, change, waiver, release or discharge hereof and hereunder shall be effective unless evidenced by an instrument in writing and signed by the party against whom enforcement is sought. 13.9. Severability. Should a court of competent jurisdiction later consider any provision of this Agreement to be invalid, illegal, or unenforceable, it shall be considered severed from this Agreement. All other provisions, rights and obligations shall continue without regard to the severed provision, provided that the remaining provisions of this Agreement are in accordance with the intention of the Parties. The faihire of one Party to assert a right hereunder shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other Party. 13.10. Promotional Use of Names. Neither Party shall use the other Party's name or any adaptation of it in any advertising, promotional or sales literature without the prior written consent of the other Party. Notwithstanding the foregoing, the Parties agree to use good faith efforts to mutually create a general contract announcement press release indicating that the parties have entered into this Agreement. 13.11. Independent Contractors. ASU and Knewton are independent contractors and not partners or joint venturers under this Agreement, and nothing shall be construed as causing them to be such. Neither Party shall have authority to act in the other's name, nor act for the other's benefit, except as is expressly provided for in this Agreement. 13.12. Force Majeure. Neither Party will have the right to claim damages or to terminate this Agreement as a result of the other Party's failure or delay in performance due to circumstances due to a natural disaster, actions of third parties or actions or decrees of governmental bodies beyond the control of the affected Party, including, but not limited to, telecommunication failures, endemic failures on the Internet or the World Wide Web, virus ·or denial-of-service attacks launched on third party telecommunication
systems, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy,

components, war, riot, insurrection, epidemic, acts of God, or governmental action. Notwithstanding the foregoing; if after six months from the force majeure event the

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affected party cannot resume performance, the other party may terminate this Agreement
with no further responsibilities. [Signatures appear on the following page.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
ASU:

The Arizona Board of Regents, for and on behalf of Arizona State University, Department of Online Education

By N~e: p~\ TItle: t", ee.(.d',,,~V (Cl..- P'Qvo!:.t Ok'd
KNEWTON:

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Exhibit A Milestone Dates and Milestone Deliveries:
February 15,2011 - A product defmition meeting with ASU and Knewton to finalize requirements for MAT-142. March 1, 2011 - Alpha test with ASU internal stakeholders. ASU to provide a minimum of 10 employees to test the Readiness for 142 MRC module. April 1, 2011 - Beta test with ASU students. ASU to provide a minimum of 20 current students and up to 100 to test the Readiness for 142 MRC module. April 15, 2011 - Alpha test with internal stakeholders. ASU to provide a minimum of 10 employees to test the MAT -142 course. May 1,2011 - Beta test with ASU students. ASUto provide a minimum of20 current students, and up to 100, to test the MAT-142 course. May 31, 2011 - Delivery of Readiness for 142 and MAT 142 courses that are fully operational by having completed Beta testing and being accessible to students via the Pearson Learning Studio LMS. June 15,2011 Knewton and ASU to finalize decision to move forward with August delivery of Readiness for 117 and MAT -117.
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July 1, 2011 - Alpha test with ASU internal stakeholders. ASU to provide a minimum of 10 employees to test the Readiness for 117 MRC module. July 15,2011 - Beta test with ASU students. ASU to provide a minimum of20 current students and up to 100 to test the Readiness for 117 MRC module. July 1, 2011 - Alpha test with internal stakeholders. ASU to provide a minimum of 10 employees to test the MAT-II 7 course. July 15, 2011 - Beta test with ASU students. ASU to provide a minimum of 20 current students, and up to 100, to test the MAT -117 course. August 15,2011 - Delivery of Readiness for 117 and MAT-l 17 courses that are fully operational by having completed Beta testing and being accessible to students via the Pearson Learning Studio LMS.

Initial Hosting Facility:
[Amazon Web Services]

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Exhibit B
KNEWTON INSURANCE REQUIREMENTS:

Knewton shall procure and maintain until all of its obligations have been discharged, including any warranty periods under this Agreement, are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work and/or service hereunder by Knewton, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. Arizona State University in no way warrants that the minimum limits contained herein are sufficient to protect Knewton from liabilities that might arise out of the performance of the work/service under this Agreement by Knewton, its agents, representatives, employees or subcontractors, and Knewton is free to purchase additional insurance. A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Knewton shall provide coverage with limits of liability not less than those stated below.

1. Commercial General Liability - Occurrence Form
Policy shall include bodily injury, property damage, personal injury and broad form contractual liability coverage. • General Aggregate $2,000,000 • Products - Completed Operations Aggregate $1,000,000 • Personal and Advertising Injury $1,000,000 • Blanket Contractual Liability - Written and Oral $1,000,000 • Fire Legal Liability $50,000 • Each Occurrence $1,000,000 a. The policy shall be endorsed to include the following additional insured language: "The State of Arizona, Arizona Board of Regents, Arizona State University and their regents, officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of Knewton". Policy shall contain a waiver of subrogation against the State of Arizona, Arizona Board of Regents, Arizona State

a.

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University and their regents, officers, officials, agents, and employees for losses arising from work performed by or on behalf of Knewton. 2. Worker's Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability Each Accident $500,000 Disease - EachEmployee $500,000 Disease - Policy Limit $1,000,000 Policy shall contain a waiver of subrogation against the State of Arizona, Arizona Board of Regents, Arizona State University and their regents, officers, officials, agents, and employees for losses arising from work performed by or on behalf of Knewton. 3. Technology/Network Errors and Omissions Insurance Each Claim $1,000,000 Annual Aggregate $1,000,000 Coverage to include: • Hostile action or a threat of hostile action with the intent to affect, alter, copy, corrupt, destroy, disrupt, damage, or provide unauthorized access/unauthorized us of a computer system including exposing or publicizing confidential electronic data or causing electronic data to be inaccessible; • Computer viruses, Trojan horses, worms and an other type of malicious or damaging code; • Dishonest, fraudulent, malicious, or criminal use of a computer system by . a person, whether identified or not, and whether acting alone or in collusion with other persons, to affect, alter, copy corrupt, delete, disrupt, or destroy a computer system or obtain financial benefit for any party or to steal or take electronic data; • Denial of service for which the insured is responsible that results in the degradation of or loss of access to internet or network activities or normal us of a computer system; • Loss of service for which the insured is responsible that results in the inability of a third party, who is authorized to do so, to gain access to a computer system and conduct normal internet or network activities;

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• • • • • • • • • • • • •

Access to a computer system or computer system resources by an unauthorized person or an authorized person in an unauthorized manner; Loss or disclosure of confidential information no matter how it occurs; Systems analysis; Software Design; Systems programming; Data processing; Systems integration; Outsourcing including outsourcing development and design; Systems design, consulting) development and modification; Training services relating to computer software or hardware; Management, repair and maintenance of computer products, networks and systems; Marketing, selling, servicing, distributing, installing and maintaining computer hardware or software; and Data entry, modification, verification, maintenance) storage, retrieval or preparation of data output. In the event that the professional liability insurance required by this Agreement is written on a claims-made basis, Knewton warrants that any retroactive date under the policy shall precede the effective date of this Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Agreement is completed. The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Work of this Agreement. The policies shall include, or

a.

b.

B.

ADDITIONAL INSURANCE REQUIREMENTS: be endorsed to include) the following provisions:

1. The State of Arizona, Arizona Board of Regents, Arizona State University and their regents, officers, officials, agents, and employees wherever additional insured status is required such additional insured shall be covered to the full limits of liability purchased by Knewton, even if those limits of liability are in excess of those required by this Agreement. 2. Knewton's insurance coverage shall be primary insurance with respect to all other available sources. 3. Coverage provided by Knewton shall not be limited to the liability assumed under the indemnification provisions of this Agreement.

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C.

NOTICE OF CANCELLATION: Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. ACCEPTABILITY OF INSURERS: Insurance is to be placed with duly licensed or approved non-admitted insurers in the state of Arizona with an "A.M. Best" rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect Knewton from potential insurer insolvency. VERIFICATION OF COVERAGE: Knewton shall furnish the Arizona State University with certificates of insurance (ACORD form or equivalent approved by the State of Arizona) as required by this Agreement. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf All certificates and endorsements are to be received and approved by Arizona State University before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Agreement, or to provide evidence of renewal, is a material breach of contract. All certificates required by this Agreement shall be sent directly to Arizona State University as noted in Section 13.5 of the Agreement.

D.

E.

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