Attachment C - MSA PESB 20270048 FINAL.pdf

CAEL CLIENT MASTER SERVICES AGREEMENT

The following terms and conditions constitute the binding and enforceable Agreement by and between Council for Adult and Experiential Learning (CAEL), Inc., a Delaware charitable nonstock corporation with its headquarters located at 301 Grant Street, Suite 327, Pittsburgh, PA

15219, and Professional Educator Standards Board (“Client”), a non profit organization located at Old Capitol Building, 600 Washington Street SE, Olympia, WA 98504-7236, governing

CAEL’s provision of Services to Client.

1. Definitions. The following terms, when capitalized, shall have the meanings set forth below:

1.1 “Agreement” means this Master Services Agreement and any Statements of

Work, collectively. The Parties acknowledge that the provision of Services is conditioned upon the placement of a Statement of Work.

1.2 “Confidential Information” means information that one party hereto (the

“Disclosing Party”) provides to the other party hereto (“Receiving Party”) pursuant to this

Agreement that is identified in writing or orally at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.3 “Client Data” means any data, information, or material submitted by Client, or stored by Client or any Permitted User as part of the Services.

1.4 “Cloud-Hosted Services” means the Credit Predictor Pro and Credit Predictor

Standard platforms made available to Client via CAEL’s online, web-based platform and applications, which are hosted and provided as a software-as-a-service.

1.5 “Effective Date” means the signature date of the OSPI Contract Administrator of the start date listed in PESB Contract for Services No. 20270048, whichever is later.

1.6 “Initial Term” means with respect to a given Statement of Work, the period of time identified in the Statement of Work as the “Initial Term.”

1.7 “Intellectual Property Rights” means any patents and applications thereto, copyrights, trademarks, service marks, trade names, domain name rights, trade secret rights, and all other intellectual property and proprietary rights.

1.8 “Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

1.9 “Modifications” means any work based on or incorporating all or any portion of the Services, including, without limitation, changes, modifications, enhancements, and customizations to the Services.

1.10 “Parties” means CAEL and Client, collectively.

1.11 “Permitted User” means any user-given permission by Client to access the

Services.

1.12 “Renewal Term” means an automatic renewal term as described herein unless earlier terminated or prevented pursuant to this Agreement.

1.13 “Security Documentation” means the Whitepaper and any additional user guidance containing functional specifications for the applicable Services that CAEL may provide to Client from time to time.

1.14 “Services” means any services that CAEL provides to Client pursuant to a

Statement of Work and may include more than one type of service.

1.15 “Statement of Work” or “SOW” means a document for the purchase of

Services hereunder and entered into between CAEL and Client. SOWs are deemed incorporated herein by reference.

1.16 “Taxes” means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including VAT (subject to reverse charges), GST (subject to reverse charge), excise, sales, use or withholding taxes.

1.17 “Term” means the term of this Agreement, or the Initial Term and all Renewal

Terms of an SOW, as the context requires.

1.18 “Whitepaper” means CAEL’s security approach for Cloud-Hosted Services, which is hereby incorporated by reference, as the same may be modified from time to time by

CAEL.

2. Term and Termination.

2.1 Term. This Agreement will be in accordance with Contract for Services, Section

III. Period of Performance.

2.2 Termination by Client or CAEL. Omitted by Client.

2.3 Effect of Termination. Except as specifically stated herein, no refunds of payments will be made upon termination of this Agreement or any SOW, unless termination of this Agreement is a result of a breach by CAEL under Section 2.2, in which case Client will be entitled only to a refund of the pro rata portion of fees associated with the remainder of the then-current Initial Term or Renewal Term, as applicable, of the relevant SOW. Client understands and agrees that upon expiration of the applicable Initial Term or Renewal Term of a SOW, the licenses granted under the SOW will be revoked, and CAEL may deactivate Client’s account, provided that CAEL shall provide Client with at least thirty (30) days prior written notice and a reasonable transition period of up to sixty (60) days to retrieve Client Data and transition to alternative services. In no event shall any termination relieve Client of the obligation to pay any fees payable to CAEL for the period prior to the effective date of termination.

3. Scope of Work.

3.1 Services. During the Term, CAEL agrees to provide Services that the Client authorizes by the placement of SOWs. No obligation for Services or costs shall be incurred by either party unless and until an SOW has been executed by the Parties. Each SOW shall contain a description of the Services to be performed, the delivery or performance schedule, and all costs.

Nothing will preclude or limit CAEL from providing Services to other customers, irrespective of the possible similarity of Services delivered to Client.

3.2 Suspension of Services. CAEL reserves the right to suspend provision of any

Services: (i) as provided in Section 4.2 (with respect to overdue payments); (ii) if Client is otherwise in breach of this Agreement; or (iii) if such suspension is necessary to comply with any applicable law or order of any governmental authority.

3.3 Implementation of Services. CAEL’s provision of Services is dependent on the

Client fully performing any Client responsibilities identified in this Agreement, including but not limited to, providing information required for implementation. CAEL’s delay or nonperformance of the Services will be excused to the extent resulting from Client’s delay or nonperformance of the Client's responsibilities. CAEL shall provide Client with notice of Client’s nonperformance and use commercially reasonable workaround efforts, provided that, if CAEL’s workaround efforts would require additional cost or a significant delay, CAEL shall notify Client, and

CAEL’s obligation to perform workarounds will be subject to the parties’ execution of an additional or amended SOW.

3.4 Modification of Agreement. From time to time during the Term of this

Agreement, CAEL and Client may mutually agree to amend the Agreement or an SOW to preserve the objectives of the relationship between the Parties. Such an amendment must be made in writing and signed by an authorized representative of both Parties. If the Parties desire to expand the scope of Services, the Parties may do so by executing an additional SOW.

3.5 Third-Party Data. Portions of the Services may use data provided to CAEL under license. For any third-party data that is attributed to a third-party, Client shall maintain the attribution in any publishing of such data in any format. CAEL cannot guarantee the accuracy of such data or that the third-party(ies) will continue to provide the data necessary for CAEL to satisfy its obligations under an SOW. If a third-party provider ceases to provide the data necessary for CAEL to satisfy its obligations under an SOW, then CAEL reserves the right to provide substantially similar data from another source or to cancel the SOW if CAEL cannot obtain substantially similar data from another source. In the event CAEL cancels a SOW under this Section, CAEL will refund to Client the pro rata portion of fees associated with the remainder of the then-current Initial Term or Renewal Term, as applicable, of the relevant SOW.

3.6 Security Documentation. If the Services provided by CAEL to Client include

Cloud-Hosted Services, CAEL will provide a Whitepaper documenting its approach to system security with respect to Cloud-Hosted services, including physical security of the hosting location, network, and internal systems security and protection of Client Data, as well as plans for managing business continuity. The Whitepaper and Security Documentation for Cloud-

Hosted Services are incorporated into this Agreement by reference. Additional audits or completion of questionnaires requested by the Client will be priced at time and materials.

4. Fees and Payment. Payment will be made in accordance with Contract for Services, Section IV. Invoicing & Payment.

5. Warranty and Disclaimer of Warranties.

5.1 Limited Warranty. CAEL represents and warrants that it will use commercially reasonable efforts to perform the Services in a professional and workmanlike manner. If CAEL breaches the foregoing warranty and Client notifies CAEL of such breach within ten (10) days after the completion of the Services in question, then, as Client’s sole and exclusive remedy and

CAEL’s entire liability rising from or related to such breach, CAEL will repair, replace, or re-perform the nonconforming Services.

5.2 Cloud-Hosted Services. If the Services provided by CAEL to Client include

Cloud-Hosted Services, CAEL warrants that the Cloud-Hosted Services will be provided in accordance with this Agreement, the Security Documentation, and the Whitepaper during the

Initial Term and any Renewal Term, subject in all events to the limitations set forth below and the payment by Client of the applicable fees. This warranty will not apply and shall be void if: (i)

Client uses the Services other than in accordance with this Agreement, the Security

Documentation, and the Whitepaper; or (ii) Modifications are made to the Services other than by

CAEL.

5.3 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH

IN SECTIONS 5.1 AND 5.2 (IF APPLICABLE) OF THIS AGREEMENT, CAEL HEREBY

DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT

NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE. ALL DATA PROVIDED VIA THE SERVICES IS

PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CAEL DOES NOT

WARRANT THAT THE SERVICES WILL YIELD ANY PARTICULAR BUSINESS OR

FINANCIAL RESULT OR THAT THE SERVICES WILL BE PERFORMED WITHOUT

ERROR OR INTERRUPTION. CAEL DOES NOT PROVIDE ANY WARRANTIES WITH

RESPECT TO ANY THIRD-PARTY DATA OR SOFTWARE INCORPORATED INTO OR

RELATING TO THE SERVICES OR ANY WEBLINKS OR THIRD-PARTY WEBSITES

RELATING TO THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE

GIVEN BY CAEL OR ITS EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS,

DISTRIBUTORS, OR AGENTS SHALL INCREASE THE SCOPE OF THE EXPRESS

WARRANTIES STATED ABOVE OR CREATE ANY NEW REPRESENTATIONS,

WARRANTIES, OR CONDITIONS.

CERTAIN SERVICES PROVIDED BY CAEL UTILIZE THE INTERNET. CAEL DOES NOT

WARRANT THAT SUCH SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR

COMPLETELY SECURE. CAEL DOES NOT AND CANNOT CONTROL THE FLOW OF

DATA TO OR FROM CAEL’S OR CLIENT’S NETWORK AND OTHER PORTIONS OF

THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE INTERNET

SERVICES PROVIDED OR CONTROLLED BY THIRD-PARTIES. ACTIONS OR

INACTIONS OF SUCH THIRD-PARTIES CAN IMPAIR OR DISRUPT CLIENT’S

CONNECTIONS TO THE INTERNET (OR PORTIONS THEROF). ACCORDINGLY, CAEL

DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE

ABOVE EVENTS.

5.4 Client Warranties. Client warrants that: (i) it has all rights in and to the Client

Data, including the rights necessary to permit CAEL to perform its obligations under this

Agreement and the Services; and (ii) the Client Data or the media on which the Client Data resides does not contain any Malicious Code.

6. Ownership and Intellectual Property.

6.1 License. If the Services provided by CAEL to Client include Cloud-Hosted

Services then, subject to the terms of this Agreement, CAEL grants to Client and Client accepts a limited, revocable, nonexclusive, nontransferable, and nonsublicensable license to use the

Security Documentation and the Cloud-Hosted Services on Client’s equipment that meets the minimum requirements identified by CAEL and only during the Initial Term or any Renewal

Term.

6.2 Retained Rights. Client’s rights in the Services are limited to the licenses expressly granted in this Agreement or an SOW. CAEL reserves and, except for any license grant in this Agreement or an SOW, shall remain the sole and exclusive owner of all Intellectual

Property Rights in the Services not expressly granted to Client. All updates, upgrades, enhancements, improvements, corrections, Modifications, amendments, adaptations, suggestions, or other changes, or new modules made, designed, formulated, discovered, or otherwise developed with regard to the Services, whether or not (i) made or developed at Client’s request;

(ii) made or developed in cooperation with Client; or (iii) made or developed by Client, will be solely owned by CAEL. Client acknowledges that the Services contain Confidential Information of CAEL and Client agrees not to take any step to derive a source code equivalent of the Services

(e.g., disassemble, decompile, or reverse engineer the Services) or to permit any third-party to do

so. CAEL retains title to all material originated or prepared for the Client under this Agreement.

Client is granted a license to use such materials in accordance with this Agreement.

6.3 Materials Ownership. Materials developed solely by CAEL prior to the Term of this Agreement, shall belong to and be the sole and exclusive property of CAEL. Materials developed solely by Client prior to the Term of this Agreement shall belong to and be the sole and exclusive property of Client. Materials developed under any SOW shall belong to CAEL, unless stated otherwise in a SOW. To the extent Client grants CAEL the right to use any pre-existing Client-owned intellectual property in the materials developed under any SOW, Client grants to CAEL a non-exclusive, worldwide, royalty-free, perpetual license for use of such intellectual property and/or content in the materials. Notwithstanding the foregoing, any right of

CAEL to use Client’s intellectual property or content shall terminate immediately upon CAEL’s breach of this Agreement. Client shall retain rights to share, distribute, and utilize reports and materials created during the Term of this Agreement. At the completion of any SOW, CAEL will reserve the right to use materials for future engagements, including but not limited to speaking engagements, presentations, conference panels, and when relevant in new projects with similar scope.

6.3 Restrictions. Client and the Permitted Users shall not: (i) modify, copy, adapt, translate or create any derivative works based on the Security Documentation, Services, or any third-party content provided in connection with the Services, in whole or in part; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Security Documentation, Services, or third-party content provided in connection with the Services available to any third-party, other than as permitted herein; (iii) reverse engineer, disassemble or decompile any portion of the Services or third-party content provided in connection with the Services, including but not limited to, any software utilized by

CAEL in the provision of the Services, or otherwise attempt to reduce the Services from machine-readable into human-readable form; (iv) access the Services or third-party content in order to build any commercially available product or service or in order to copy its features or user interface; (v) copy any features, functions, integrations, interfaces or graphics of the

Services; (vi) send, store, or authorize a third-party to send or store spam, unlawful, infringing, obscene or libelous material, or Malicious Code using the Services; (vii) attempt to gain unauthorized access to or disrupt the integrity or performance of the Services; (viii) install any interface or integration to the Services; (ix) use the Services or permit the Services to be used for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without CAEL’s prior written consent; or (x) use the Services or Security

Documentation in any manner that violates any applicable law.

6.4 Government Customer Rights. For purposes of this Agreement and to the extent applicable, the Security Documentation, Cloud-Hosted Services, and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client only receives those rights with respect to the Services and the Security Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the

Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other

US Government users and their contractors.

7. Confidentiality.

7.1 Confidentiality. From time to time during the Term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the

“Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or would reasonably be understood to be confidential, including, but not limited to, the names, addresses and requirements of customers of CAEL; the terms, including cost and price, of CAEL’s products, services, or contractual relations, with such customers; proprietary survey information or questions developed by CAEL, and any other information relating to CAEL’s business methods, procedures, processes, policies, and pricing formulas (“Confidential Information”);

provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing

Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s

Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such

Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. The Receiving Party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or access to the Disclosing Party’s Confidential Information, and the injured party is entitled to seek equitable relief, including temporary restraining order(s) or a preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this

Section. “Receiving Party's Group” shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, members, managers, agents, subcontractors, attorneys, accountants, and financial advisors. CAEL will have the right to freely use and disclose non-personally identifiable data and analyses of the performance and results of its

Services for its charitable and marketing purposes.

7.2 Certain Confidential Information. Client acknowledges and agrees that the terms of this Agreement, the Services, and the Security Documentation are Confidential

Information of CAEL. CAEL acknowledges and agrees that Client Data is Confidential

Information of Client. CAEL may retain and use any Client Data during and after the Term for

CAEL’s business purposes so long as CAEL’s use of the Client Data does not identify the source of such data and is otherwise deidentified with respect to persons and entities other than CAEL or its employees, representatives, or contractors.

7.3 FERPA. Client and CAEL acknowledge that they are subject to and will fully comply with the privacy regulations outlined in the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g; 34 C.F.R. Part 99, as amended (“FERPA”), for the handling of such information. CAEL will not disclose or use any identifiable student information except to the extent necessary to carry out its obligations under this Agreement and as permitted by FERPA.

7.4 Impact Study. CAEL seeks to better analyze and understand longitudinal outcomes obtained through the usage of its Services to continue to improve the focus and quality of its Services provided to students on Client’s behalf. CAEL may design and execute an efficacy study related to the impact of CAEL’s Services, at CAEL’s expense (a “Study”). The

Study may investigate outcomes achieved by students utilizing the Services or estimates of costs per outcome achieved. The parties agree that CAEL may utilize Confidential Information and/or student information in furtherance of a Study, including but not limited to names, birthdates, data regarding student usage of CAEL Services, admissions date, anticipated matriculation date, enrollment, withdrawal, coaching eligibility, first generation college indicator, high school GPA, federal financial aid eligibility status or usage, race/ethnicity, basic demographics, distance from campus or home zip code, military status, FAFSA submission date and status, financial planning data, college GPA, credits earned, major declared, academic standing, student attitudes, future plans, and employment. CAEL may also share Confidential Information and/or student information with third-parties as necessary to conduct a Study, so long as such third-parties are subject to nondisclosure agreements that are no less protective than the Agreement. Client may provide input for consideration to CAEL regarding the design of the Study. CAEL and Client will coordinate in good faith to obtain any necessary Institutional Review Board approval for the

Study, at CAEL’s expense. CAEL shall share the results of a Study with Client, but such results shall remain the Confidential Information of CAEL (except to the extent the results contain or reveal Confidential Information of Client or student information, which remains the property of

Client). Notwithstanding Section 7.3, CAEL may retain Confidential Information or student information until the completion of the Study.

8. Indemnification shall be in accordance with General Terms and Conditions, Section 22.

Indemnification.

8.4 Limitations of Liability. CAEL’s LIABILITY IN CONNECTION WITH THE

SERVICES PROVIDED HEREUNDER, OR ANY OTHER MATTER ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR THE ACTIONS OF CAEL IN THE

PERFORMANCE HEREOF SHALL NOT EXCEED THE FEE THAT CLIENT ACTUALLY

PAID TO CAEL FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE 12

MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM IS

MADE. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF

ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CAEL BE LIABLE TO

CLIENT OR ANY OTHER PERSON WHATSOEVER FOR ANY SPECIAL, INCIDENTAL,

CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DIMUNITION IN

VALUE OR LOST PROFITS, OR PERFORMANCE OF THIRD-PARTY SYSTEMS,

WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),

PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT CAEL HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CLIENT ACKNOWLEDGES THAT

CAEL HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE

UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES

AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL

BASIS OF THE BARGAIN BETWEEN THE PARTIES HERETO. ANY CLAIM OR

COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE

ACTIONS OF THE PARTIES HERETO IN THE PERFORMANCE HEREOF MUST BE

BROUGHT NO LATER THAN ONE (1) YEAR AFTER IT HAS ACCRUED, OR THE CLAIM

OR COUNTERCLAIM WILL BE WAIVED, LOST AND FOREVER BARRED.

9. General Provisions

9.1 Publicity. Neither party shall use the other's name or logos without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Notwithstanding the foregoing, CAEL may include the Client’s name and logo on a customer list or CAEL website, subject to compliance with any written brand guidelines provided to CAEL

The name and logo will be removed within one week of Client’s written request.

9.2 Assignment. shall be in accordance with General Terms and Conditions, Section

4. Assignment.

9.3 Relationship of the Parties. CAEL and Client are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

9.4 Attorney’s Fees. shall be in accordance with General Terms and Conditions, Section 6. Attorney’s Fees.

9.5 Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to Client at the address Client provides in the SOW, or, in the case of CAEL, when addressed to CAEL’s Counsel: Company Counsel LLC, Two Bala Plaza, Suite 300, Bala

Cynwyd, PA 19004, and to CAEL’s headquarters address as provided in this Agreement. Notices regarding the Services in general may be given by electronic mail to the Client’s e-mail address on record with CAEL.

9.6 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control, including acts of God, acts of government, pandemic or epidemic, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's reasonable control, and denial of service attacks.

9.7 Entire Agreement. This Agreement (including any SOWs and the applicable

Security Documentation referenced herein) represents the entire agreement of the parties hereto and supersedes all prior discussions, emails, and/or agreements, including requests for proposals, between the parties hereto and is intended to be the final expression of their Agreement. To the extent there is a conflict between this Agreement and any additional or inconsistent terms other than a SOW, including any pre-printed terms on a Client purchase order, the terms of this

Agreement shall prevail. To the extent there is a conflict between this Agreement and any additional or inconsistent terms in an SOW, the SOW shall prevail. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. This Agreement may not be modified or altered except by written instrument, and no amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed (either manually or electronically) by an authorized representative of Client and CAEL.

9.8 Equitable Relief. Except as otherwise provided, remedies specified herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

9.9 Severability. shall be in accordance with General Terms and Conditions, Section

35. Severability

9.10 Survival. The provisions of this Agreement that, by their terms, are to survive the termination or expiration of this Agreement shall survive the termination or expiration of this

Agreement.

9.11 Electronic Signatures; Counterparts. This Agreement may be executed in counterparts and/or by facsimile or electronic signature, and if so executed, shall be equally binding as an original copy of this Agreement in ink by both parties.

9.12 Choice of Law and Jurisdiction. Unless applicable law requires otherwise, this

Agreement will be governed by and construed in accordance with the laws of the State of

Washington, excluding its conflicts of law provisions. Except if prohibited by applicable law, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any United

States District Court or Delaware court sitting in New Castle County, Delaware in any action or proceeding arising out of or relating to this Agreement, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in either of such courts. Each of the parties hereto irrevocably waives any objection, including, without limitation, any objection on the grounds of forum nonconveniens, which it may now or hereafter have to the bringing of any such action or proceedings in such respective jurisdictions.

9.13 WAIVER OF JURY TRIAL. EXCEPT WHERE PROHIBITED BY LAW,

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY

JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON

CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR THE ACTIONS OF THE PARTIES HERETO IN THE PERFORMANCE

OR ENFORCEMENT HEREOF.

[Signature Page to Follow]

[Signature Page to CAEL CLIENT Master Services Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by duly authorized representatives as of the Effective Date.

CLIENT COUNCIL FOR ADULT AND

EXPERIENTIAL LEARNING (CAEL),

INC.

Signature Signature

Dr. Kenderick O. Wilson “K.O.”

Printed Name Printed Name

Program Manager

Title Title ko.wilson@k12.wa.us

Email Address Email Address

04-28-2026

Date Date

Signature

Kyla L. Moore

Printed Name

OSPI Contracts Administrator (acknowledging on behalf of PESB as its Fiscal Agent)

Title

Kyla.moore@k12.wa.us

Email Address

Date