DEW2026033_ACT_Services_Agreement_2025-2027_-FINAL-_20250730_SDsigned_11aug2025_.pdf

Contract Number: DEW20260033

Agreement for Services- ACT Education Corp. (effective until June 30, 2027) 1

AGREEMENT FOR SERVICES

This Agreement for Services (hereinafter “Agreement”) is made and entered by and between the State of Ohio, Department of Education and Workforce (hereinafter "DEW"), located at 25 S. Front Street, Columbus, Ohio 43215, and ACT Education Corp., (hereinafter “ACT”), located at 500 ACT Drive, Iowa City, Iowa 52243.

Ohio Revised Code (ORC) Section 3301.0712 requires the selection of a system of college and career readiness assessments that measure student academic performance and may serve as a determinant of student eligibility for a high school diploma. Students will be offered the opportunity to take the nationally standardized assessment in the spring of their eleventh-grade year.

Beginning with students who enter the ninth grade for the first time on or after July 1, 2022 (the Class of 2026), ORC Section 3301.0712(B)(1)(b) allows a parent or guardian to choose not to have a nationally standardized assessment administered to their student. In that case, the student’s school district or school shall not administer the nationally standardized assessment to that student.

For purposes of this Agreement, the estimated number of students assessed for each year of the Agreement shall be 100,000.

The parties therefore agree by and between themselves as follows:

Article I – Administering the Nationally Standardized Assessment

1. ACT shall perform the services set forth in the Description of Services attached hereto and incorporated herein by reference as Exhibit A, for the 2025-2026 and 2026-2027 school years.

Article II – Invoicing and Payment

1. The total amount paid by the Department under this Agreement shall not exceed $9,000,000.00.

2. The total amount paid per fiscal year by the Department under this Agreement shall not exceed $4,500,000.00. The fiscal year begins on July 1 of each calendar year and ends on June 30 of the succeeding calendar year.

3. The Department shall pay ACT $45.00 per student for each of the two years of this Agreement in accordance with the Fee Schedule, attached hereto and incorporated herein by reference as Exhibit B.

The total amount due and its manner and schedule of payment shall be computed according to the Fee Schedule established in Exhibit B. Billing is determined by the number of student test records processed by ACT. If an examinee starts any one of the sub-tests, then the entire battery is processed and charged.

4. ACT will invoice the Department directly in accordance with the Invoicing Schedule, attached hereto and incorporated herein by reference as Exhibit C.

5. To be paid, ACT must submit a detailed invoice in a form that is acceptable to the Department.

6. ACT shall not charge a school district, community school, or non-public school for any costs, fees, or expenses related to ACT’s performance under this Agreement. In the performance of any services for a school district, community school, or non-public school in Ohio, ACT shall not require the district or school to enter into an agreement or any terms and conditions that are inconsistent with the terms of this Agreement, including an indemnification provision or any other provision not permitted under Ohio law. ACT requires that individuals accept the Privacy Policy and Terms of Use upon entrance into the ACT online platform. These conditions can be found at: https://now.act.org/login, but in the event that

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Agreement for Services- ACT Education Corp. (effective until June 30, 2027) 2 any terms and conditions in the Privacy Policy and the Terms of Use are in conflict with the provisions of this Agreement, the provisions in this Agreement shall control.

Article III – Term and Location of Performance

1. Term. This Agreement shall become effective on the date of the last Department signature hereon and shall remain in effect until June 30, 2027.

2. Location of Performance. ACT affirms to have read and understand Ohio Executive Order 2019-12D issued by Ohio Governor Mike DeWine. ACT shall abide by the requirements thereunder in the performance of this Agreement and shall perform no services required under this Agreement outside of the United States or locate State data in any way outside of the United States.

ACT also affirms to have read and understand Executive Order 2022-02D issued by Ohio Governor Mike DeWine. ACT has signed and completed the Standard Affirmation and Disclosure Form and shall perform no services in Russia, locate State data in Russia in any way, or purchase from or invest in Russian institutions or companies.

Article IV – Termination and Suspension

1. Termination for Convenience. Either party may terminate this Agreement, in whole or in part, at any time and for any reason by providing at least sixty days’ written notice to the other party.

2. Termination for Breach. Either party shall be entitled, by written or oral notice, to cancel this Agreement in its entirety, or in part, immediately for breach of any of the terms, and to have all other rights against the other party by reason of the other party’s breach as provided by law.

a. A breach shall mean, but shall not be restricted to, any one or more of the following events:

i. Either party breaches any representation or warranty, or fails to perform or comply with any term of this Agreement; or

ii. Either party is non-compliant with any applicable federal or state law, rule, or regulation.

b. No term or provision of this Agreement shall be deemed waived and no breach excused unless the waiver of consent is in writing by both parties to this Agreement. Either party, in the event of breach, shall notify the other party of the breach and allow it a time specified in the notice to correct the breach.

3. Effect of Termination, ACT’s Responsibilities. Upon notice of termination, whether for cause of without cause, ACT shall cease all work under this Agreement and shall take all necessary or appropriate steps to limit disbursements and minimize costs in ceasing all work.

The Department shall be obligated to pay only those services rendered under this Agreement prior to ACT’s receipt of notice of termination, less any amounts already paid for such services. In the event of termination, any payments made by the Department for which ACT has not rendered services shall be refunded.

4. Suspension. If ACT fails to perform any of its obligations under this Agreement, ACT will be in default and the Department may suspend, in lieu of terminating this Agreement, where the Department believes that doing so would better serve the Department’s interest. The notice of suspension, whether with or without cause, will be effective immediately upon ACT’s receipt of the notice. In the case of suspension, Agreement for Services- ACT Education Corp. (effective until June 30, 2027) 3 the amount of compensation due to ACT for services performed before the suspension will be determined in the same manner as provided in Article IV, Paragraph 3.

5. Force Majeure

a. The term “force majeure” as used herein shall mean without limitation: acts of God, such as epidemics; earthquakes; fire; storms; hurricanes; tornadoes; floods; washouts; droughts; or other severe weather disturbances; explosions; arrests; restraint of government and people; war; strikes;

and other such events of any causes which could not be reasonably foreseen in the exercise of ordinary care, and which is beyond the reasonable control of the party affected and said party is unable to prevent.

b. If by reason of force majeure, ACT is unable, in whole or in part, to perform under this Agreement, ACT shall not be in breach of contract during the continuance of such inability. ACT shall, however, remedy, with all reasonable dispatch such cause preventing ACT from carrying out the obligations under this Agreement. Except as otherwise provided herein, neither ACT nor the Department shall be liable to the other for any delay or failure of performance of any provisions contained herein, nor shall any such delay or failure of performance constitute default hereunder, to the extent that such delay or failure is caused by force majeure.

Article V – Remedies

1. Actual Damages. ACT is liable to the Department for all actual and direct damages solely caused by ACT’s default and awarded by a court of competent jurisdiction.

2. Deduction of Damages from Contract Price. The Department may withhold payment and deduct all or any part of the damages resulting from ACT’s default from any part of ACT’s compensation still due on the contract, upon written notice to ACT.

Article VI - Indemnification

1. ACT shall indemnify, defend and save harmless the Department, its agents, and employees, from any claims, demands, suits, actions, proceedings, losses, costs and damages, and attorney fees arising out of the actions or omissions of ACT, its employees and/or agents or contractors, in the provision of services under this Agreement or relating to this Agreement. Such claims shall include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime or employment matters, and any claims involving patents, copyrights, and trademarks. This Article shall survive any termination of this Agreement.

2. ACT shall notify the Department immediately upon commencement of any actions brought against ACT whose outcome may affect the rights of the Department granted under this Agreement. The Department shall have the right at its own expense to appear in and defend such actions.

3. In the event suit is instituted by the Department for any default on the part of ACT and ACT is adjudged by a court of competent jurisdiction to be in default, ACT shall pay to the Department any costs and expenses expended or incurred by the Department and reasonable attorney’s fees in the event the court determines the Department is entitled to an award of such costs, expenses and/or fees.

Article VII – Confidentiality and Family Educational Rights and Privacy Act (FERPA)

1. ACT shall comply with all applicable provisions of Ohio and federal laws including the Family Educational Rights and Privacy Act (hereinafter “FERPA”) or its state equivalent. FERPA includes any amendments or other relevant provisions of federal law, as well as all requirements of Chapter 99 or

Agreement for Services- ACT Education Corp. (effective until June 30, 2027) 4

Title 34 of the Code of Federal Regulations. Nothing in this Agreement shall be construed to allow either party to maintain, use, disclose, or share student information in a manner not allowed by either state or federal laws or regulations.

2. ACT shall: (a) not disclose a student’s statewide student identifier (“SSID”) on any document sent to a student’s family or on the student’s test booklet or any other material that the student and the student’s family can access, (b) protect the association of the student’s name with the same student’s SSID when used in ACT’s operations, and (c) not disclose the names of any student to the State of Ohio except if the disclosure of the name is required as a matter of safety to the student or others, or if the disclosure of the name is a necessity in matters of test security.

3. ACT shall not disclose test scores, score ranges data, or directory information acquired during the registration process except to the district’s community schools, chartered non-public schools, parents or eligible students, and the State of Ohio as previously described unless authorized by the student.

4. As used herein, “confidential information” means and all information provided in any form from one party to the other which is, by its nature, information that a prudent businessperson would maintain as confidential. “Personal information,” as described in ORC Section 1347.01(E), includes personally identifiable student information or educational records defined by FERPA.

5. Each party shall use confidential information only in connection with the purposes set forth herein. Each party agrees to use reasonable efforts to safeguard confidential information. “Reasonable efforts” means not less than those a party employs to protect its own confidential information and, in any event, efforts not less than those a prudent businessperson would take to protect his or her own confidential and proprietary information. No party shall, without the prior written approval of the other party, directly or indirectly disclose confidential information to any person or business entity except its own employees and representatives, including attorneys, accountants, and financial advisors, on a need-to-know basis.

6. If either party experiences any breach of data security that exposes confidential information, that party shall bear all costs to notify every individual whose confidential information may have been compromised.

7. Any obligations under this Agreement regarding confidentiality are subject to applicable law, including the Ohio Public Records Act set forth in ORC Chapter 149. The disclosure of records by the Department pursuant to the Ohio Public Records Act shall not be a breach of this Agreement and shall not constitute a waiver of ACT’s obligations under this Article VII as to any records disclosed pursuant to a request for public records. ACT asserts its proprietary, trade secret, intellectual property records include, but are not limited to, ACT’s skill definitions on which assessments are based, paper based or online assessment documents, testing materials, test questions, answer choices, administration and registration materials, publications, data, the score resulting from the assessment, reports, documentation, related materials, and any and all derivatives or modifications thereof. In the event the Department receives a request pursuant to the Ohio Public Records Act for disclosure of records containing any ACT proprietary, trade secret, or intellectual property records, the Department will use best efforts to consult with ACT as to the confidential nature if the records. The Department has the responsibility to fulfill public records requests in accordance with ORC Section 149.43 and to redact information that is exempt from disclosure. The Department shall redact information as necessary to prevent this disclosure of exempt information in response to public records requests pursuant to ORC Chapter 149. ACT may label specific parts of an individual document as “proprietary,” “trade secret” (as defined in ORC Section 1333.61), or “intellectual property” to aid the Department in its review of the documents when responding to a request for public records under Ohio law.

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Article VIII – Independent Contractor

1. It is expressly understood that ACT and the Department are contractors independent of one another, and that neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other.

2. It is further understood that neither ACT nor its employees or agents are “employees” of the State of

Ohio as term is used in ORC Section 124.01(F) and, therefore, are not eligible for vacation, medical insurance, sick leave, parental leave, leave of absence, tenure, bumping rights, retirement, or any other benefits or rights, which are incidents of public employment subject to the civil service laws of Ohio.

ACT is responsible for compliance with any labor laws and contracts as it pertains to any union employees under its employment.

3. ACT acknowledges and agrees neither ACT nor any of its individual employees providing personal services under this Agreement are public employees for the purposes of ORC Chapter 145. The Department will not make contributions to the public employees’ retirement system on behalf of any individuals employed by ACT, or its subcontractors or other agents. ACT certifies that it is an employer with five or more employees as defined as a “business entity” in ORC Section 145.037(A) for the purposes of the application of ORC Chapter 145, or that it has completed the necessary forms through OhioBuys if ACT is an employer with no more than four (4) employees.

Article IX – Records Maintenance and Access

1. Maintenance of Records. ACT shall establish and maintain for at least three years after the last day of the term of this Agreement or earlier termination of this Agreement its records regarding this Agreement, including, but not limited to, financial reports, and all other information pertaining to its performance and obligations under this Agreement. ACT also agrees that any records required by the Department with respect to any questioned costs, audit disallowances, litigation or dispute between the Department and ACT shall be maintained for the time needed for the resolution of such question or dispute.

2. Transmission of List of Independent Contractors. ACT shall, for the purpose of compliance with ORC Section 145.036, provide the Department with a list of all individuals who will provide personal services under this Agreement, but only if ACT has no more than four employees.

3. Inspection and Copying. At any time during normal business hours and upon not less than twenty-four

(24) hours prior written notice, ACT shall make available to the Department, its agents or other appropriate State agencies or officials all books and records regarding this Agreement which are in the possession or control of ACT, including, but not limited to, financial reports, and all other information pertaining to its performance and obligations under this Agreement. The Department, its agents and other appropriate State agencies and officials may review, audit, and make copies of such books and records. Any such inspection of books and records will be undertaken in such a manner as not to interfere unreasonably with the normal business operations of ACT. ACT shall not be responsible for any costs associated with inspection and/or copying of records by the Department pursuant to this provision.

4. Document Accessibility. If ACT creates documents pursuant to this Agreement that will be posted to external or internet websites, ACT must comply with Section 508 of the Rehabilitation Act, 29 U.S.C.

§ 794(d) (http://criterion508.com/WebAccessibility), which gives disabled employees and members of the public access to information that is comparable to access available to others.

Agreement for Services- ACT Education Corp. (effective until June 30, 2027) 6

Article X – Representations and Warranties

1. Unresolved Findings. ACT represents and warrants that it is not subject to an unresolved finding for recovery under ORC Section 9.24.

2. Outstanding Judgments. ACT represents and warrants that it has no outstanding final judgments against it by the State of Ohio, including tax liabilities, and agrees that any payments incurred by the State in this Agreement may be applied against such liabilities currently owing or incurred in the future.

3. Unfair Labor Practices. ACT represents and warrants that it is not listed with the Ohio Secretary of State for unfair labor practices, pursuant to ORC Section 121.23.

4. Inducements. Where, in addition to this Agreement, the Department enters into an agreement with another vendor to provide for the administration of a national standardized assessment, the school district, community school, or chartered non-public school will choose one (and only one) vendor to deliver the testing services for each school year. By signing below, ACT certifies that no inducements will be offered to the districts, schools, or district or school personnel, including board members, superintendents, and fiscal officers. An inducement is anything of personal or institutional value that could be construed as an incentive to stimulate selection by a district.

5. Suspension and Debarment. ACT represents and warrants that it is not suspended or debarred from the consideration for contract awards by any governmental agency.

6. Boycotting. Pursuant to ORC Section 9.76(B), ACT warrants and represents that it is not boycotting any jurisdiction with whom the State of Ohio can participate in open trade, including the nation of Israel, and will not do so during the term of this Agreement.

7. Qualifications To Do Business. ACT affirms that it has all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current. If ACT becomes disqualified from conducting business in the State of Ohio for any reason at any time during the term of this Agreement, ACT will immediately notify the Department in writing and will immediately cease performance of the services.

8. Acknowledgment. ACT agrees that if any of the representations and warranties set forth within this Article are deemed to be false, this Agreement shall be void ab initio, and any funds paid by the Department hereunder shall be immediately repaid to the Department.

9. Warranty and Limitations. ACT WARRANTS THAT THE ASSESSEMTNS HAVE BEEN

DEVELOPED IN ACCORDANCE WITH AND THE SERVICES WILL BE PERFORMED IN A

MANNER CONSISTENT WITH INDUSTRY STANDARDS. EXCEPT AS SET FORTH IN THIS

SECTION, ACT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS,

WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND

THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING

OR USE OF TRADE.

Article XI – Adherence to State and Federal Laws, Regulations

1. General. ACT agrees to comply with all applicable federal, state, and local laws related to its performance and obligations under this Agreement. ACT accepts full responsibility for payments of all unemployment compensation, insurance premiums, workers’ compensation premiums, all income tax deductions, social security deductions, and any and all other taxes or payroll deductions required for all employees engaged by it in the performance of the requirements of this Agreement.

Agreement for Services- ACT Education Corp. (effective until June 30, 2027) 7

2. Governing Law. This Agreement shall be governed by the laws of the State of Ohio as to all matters, including but not limited to matters of validity, construction, effect, and performance.

3. Forum and Venue. All actions regarding this Agreement shall be forumed and venued in a court of competent subject matter jurisdiction in Franklin County, Ohio.

4. Conflicts of Interest/Ethics. ACT represents, warrants, and certifies that it and its employees engaged in the administration or performance of this contract will not do any act that is inconsistent with ORC Chapter 102 and ORC Sections 2921.42 and 2921.43 or otherwise presents a conflict of interest.

5. Campaign Contributions. ACT affirms that no party listed in ORC Section 3517.13(I) or (J) or the spouse of such party has made, as an individual, within the two previous calendar years, one or more contributions totaling in excess of the limitations specified in ORC Section 3517.33 to the Governor or the Governor’s campaign committees.

6. Equal Employment Opportunity. ACT agrees to comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices. Pursuant to ORC Section 125.111, ACT agrees that it, any subcontractor, and any person acting on its behalf, shall not discriminate, by reason of race, color, religion, sex, age, disability, military status, national origin, or ancestry against any citizen of this state in the employment of any person qualified and available to perform the work under this Agreement. ACT further agrees that it, any subcontractor, and any person acting on behalf of it shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of work under this Agreement on account of race, color, religion, sex, age, disability, military status, national origin, or ancestry.

7. Drug-Free Workplace Compliance. ACT agrees to comply with all applicable state and federal laws regarding drug-free and smoke-free workplaces.

Article XII – Miscellaneous

1. Appropriation of Funds. It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, ORC Section 126.07, have been met, and until such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that the Department gives ACT written notice that such funds have been made available to the Department by the Department’s funding source.

2. Entire Agreement. This Agreement and its exhibits and any documents referred to herein constitute the complete understanding of the parties and merge and supersede any and all other discussions, agreements, and understandings, either oral or written, between the parties with respect to the subject matter hereof.

3. Liability for Acts of Third Parties. Nothing in this Agreement shall be construed to bind the Department for the acts or omissions of third parties or cause the Department to be held responsible or held liable for the acts or omissions of any third parties, including but not limited to, school districts, schools, teachers, test administrators, proctors, or students.

4. Authorization for ACT to Enter into Agreements with Participating Districts and Schools. ACT is authorized to enter into agreements with Participating Districts and Schools that have elected to participate under this Agreement.

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5. Ownership of Materials. ACT owns or has license rights for the Assessments and Services, including but not limited to, the skill definitions on which assessments are based, paper-based or online assessment documents, paper-based or online testing materials, test questions, answer choice, administration and registration materials, publications, data, text, images, graphics, button icons, illustrations, photographs, audio clips, music, sounds, pictures, videos; software, code; look-and-feel, design, layout, organization, presentation, user interface, navigation, trade dress, and stylistic convention thereof or contained therein; the score resulting from the assessment, reports; documentation, training materials, course materials; related materials, and all intellectual property rights therein, including any and all derivatives or modifications thereof (collectively, included within “ACT Materials”). ACT owns copyrights in the ACT Materials. The ACT Materials are licensed on a limited, revocable, non-exclusive, and non-sublicensable manner, not sold to the Department. Except as expressly granted in this Agreement, the Department does not acquire any right, title, or interest in or to the ACT Materials. The Department shall not and shall not assist or permit any third party to (a) use the ACT Materials for any purpose other than as expressly permitted, (b) assign, license, sell, loan, lease, or otherwise transfer the ACT Materials in whole or in part, (c) authorize or allow a third party to use, sell, loan, or lease the ACT Materials, (d) copy, reproduce, distribute, email, post, scan, make available, display publicly, transfer, sell, modify, enhance, reverse engineer, decompile, disassemble, make derivative works from, remove information from, or make any addition to the ACT Materials, in whole or in part, or allow anyone else to do so, except as permitted in writing by ACT, (e) seek to register or protect, anywhere in the world, the ACT Materials (or seek to register or protect any designation confusingly similar to the ACT Materials), (f) challenge ACT’s ownership in or the validity of the ACT Materials, (g) store the ACT Materials in any location other than a Participating District or School-controlled location, or (h) retain excess paper test booklets after administration of a secure assessment. The Department or Participating District or School shall promptly notify ACT, in writing, of any known, threatened, or suspected infringement or unauthorized use of the ACT Materials by any third party. The Department’s rights to the ACT Materials expressly terminate upon the termination of this Agreement. The Department and Participating District and Schools may not sell, provide access to, or otherwise transfer the ACT Materials to any other person, provided however that Participating Districts and Schools may provide the Assessments and Services to its designated personnel, Participating Testing Sites, and examinees solely for testing and interpretation purposes consistent with the terms of this Agreement and any related agreement for the use of the Assessments and Services.

6. Data. The parties acknowledge and agree that ACT may use and disclose the data collected from the administration of the Assessments and Services as set forth in ACT’s Privacy Policy available at www.act.org/privacy (attached hereto as Exhibit D), as amended from time to time. Examinees may activate their online account after completion of the testing process and select their data privacy preferences in such account. ACT will honor the data sharing and privacy requests as selected by each examinee.

7. U.S. Government Licenses. The online components of the Assessments and Services are "commercial items," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R.

12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Assessments and Services with only those rights set forth herein.

8. Testing Procedures. The Department acknowledges and agrees that Participating Schools must administer the Assessments and Services in accordance with all policies and procedures established by ACT, as may be updated from time to time. Participating Schools must agree to store ACT Materials in secure location(s) as defined and described by ACT. Participating Schools must agree that all used and unused ACT Materials (and copies, if any) will be returned to ACT in accordance with the policies and procedures established by ACT. In the event of a test security incident or use of the ACT Materials that conflicts with the requirements of this Agreement or ACT policies and procedures, the Department and

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Participating Schools agree to fully cooperate with ACT and shall cause those individuals involved in the preparation, administration, or return of the Assessments to fully cooperate with ACT. In the event ACT identifies testing irregularities, which may include but are not limited to the use of a compromised test form, falsification by an examinee of their identity, impersonation of another examinee (surrogate testing), unusual similarities in the answers of examinees at the same test center, or other indicators that the test scores may not accurately reflect the examinee’s level of educational development, ACT reserves the right, in its sole and absolute discretion, to cancel all related or impacted test scores and notify the Department, Participating Schools, participants, and participants’ parents of that cancellation.

ACT will provide administration manuals and training to Participating Districts and Schools that clearly document assessment procedures and policies. The Department agrees that it will provide ACT with documentation confirming that the Department has communicated in writing the responsibility for Participating Districts and Schools to comply. Notwithstanding any other provision in this Agreement, the Department is not responsible, and shall not be liable, for the actions of Participating Districts and Schools in administering the Assessments or for the Participating Districts’ or Schools’ failure to comply with any provision in ACT’s policies and procedures.

9. Notices. Notices under this Agreement shall be deemed to be adequate and sufficient notice if given in writing and delivered via (a) registered or certified mail, postage prepaid, in which case notice shall be deemed to have been received three business days following deposit to U.S. mail; or (b) a nationally recognized overnight air courier, next day delivery, prepaid, in which case such notice shall be deemed to have been received one business day following delivery to such nationally recognized overnight air courier. All notices shall be sent to ACT at the following address: ACT Education Corp., 500 ACT Drive, P.O. Box 168, Iowa City, Iowa 52243-0168, Attention: CFO. All notices to the Department shall be sent to the address provided in the first paragraph of the Agreement.

10. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this Agreement.

11. Amendments or Modifications. Either party may at any time during the term of this Agreement request amendments or modifications. Requests for an amendment or modification of this Agreement shall be in writing and shall specify the requested changes and the justification for such changes. Should the parties consent to modify the Agreement, then an amendment shall be drawn, approved, and executed in the same manner as the original agreement. The amendment must be signed by both parties to be effective.

12. Headings. The headings contained in this Agreement are inserted for convenience only and shall not be deemed to be a part of this Agreement.

13. Assignment. Neither this Agreement nor any rights, duties, or obligations described herein shall be assigned or subcontracted by either party without the prior express written consent of the other party.

14. Successors and Assigns. Neither this Agreement nor any rights, duties, or obligations hereunder may be assigned or transferred in whole or in part by either party, without the prior written consent of the other party.

15. Electronic Signatures. Copies of signatures sent by facsimile transmission or provided electronically pursuant to ORC Chapter 1306 shall be deemed to be originals for purposes of execution and proof of this Agreement.

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16. Execution. This Agreement is not binding upon either party unless executed in full and is effective as of the last date of signature by the Department.

17. Survival. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, publicity, warranties, and limitations on damages shall survive the termination of this Agreement. In addition, to the extent necessary to carry out the purpose of this Agreement, all other terms, conditions, representations, or warranties contained in this Agreement will survive the expiration or termination of this Agreement.

NOW WHEREFORE, the parties have caused this Agreement to be executed by its authorized representatives effective on the last date set forth below.

ACT Education Corp.

Patrick Milano Chief Financial & Transformation Officer

Date: _____________________________

Janet E. Godwin Chief Executive Officer

Date: ______________________________

Ohio Department of Education and Workforce

Stephen Dackin Director

Date: ________________________________

8/1/2025

August 11, 2025

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Exhibit A ACT® State Testing Program

Ohio Department of Education and Workforce Description of Services

2025-2026 and 2026-2027 School Years

This Description of Services (“DOS”) is incorporated into the Ohio Department of Education & Workforce ACT Services Agreement (“Agreement”) having an Effective Date of ___________________, by and between ACT Education Corp. (“ACT”) and Ohio Department of Education and Workforce (“Department”) and is governed by the terms of the Agreement. The term of this DOS shall be from the date of the last signature hereon through June 30, 2027.

I. Overview. ACT will support the Department in administering the ACT assessments to its 11th graders.

Under this Agreement, “the ACT” is used to refer to online and paper-based assessments that include English, mathematics, reading, and science. This DOS and corresponding pricing and invoicing schedule encompass a Department-sponsored assessment administration and delivery of data and reports (“Assessments and Services”). For purposes of this DOS, (i) “Designated Personnel” are those individuals identified by Department as points of contact for ACT, Assessment ordering, material delivery, and testing;

and (ii) “Participating Testing Sites” are those Department-designated schools, campuses, facilities, or other training or administrative locations where Assessments may be taken.

II. Services. ACT will provide the following to the Department by the dates memorialized in the project schedule, if applicable.

1. Program Oversight. ACT will name a designated staff person to serve as the primary operational contact for Department. The primary ACT operational contact will coordinate all aspects of program delivery with the Department.

2. Program Planning Documentation. ACT will provide the Department with a project schedule and other program management documentation, including implementation and timeline details.

3. Test Administration Dates. ACT will offer a series of test administration dates for each contracted school year.

4. Ordering Platform. ACT will provide the ACT online platform for the Department and Designated

Personnel through which Assessment ordering, material delivery, and testing can be managed.

5. File Layouts and Instructions. ACT will provide the Department with file layouts and instructions for the following:

a. Organization Master File

b. Participation File

c. User File

6. Materials Shipments. ACT will ship materials to Designated Personnel at the shipping address provided by the Department in the online administration platform.

7. Administration Platform. To the extent Participating Testing Sites in Ohio are administering the Assessment online, ACT will provide the Department and Designated Personnel at those sites with access to the online administration platform.

8. Pre-paid Return Shipping Labels. ACT will provide Participating Testing Sites with pre-paid return shipping labels for the return of paper test materials, if any, to ACT.

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9. Accommodations. ACT will provide examinees with disabilities and English learners (EL) with available accessibility supports and accommodations, based on decisions made by the local educational authorities (LEA) as documented in the examinee’s formal educational plan, submitted in detail in the Test Accessibility and Accommodations (TAA) system, and approved by ACT.

Information on the available accessibility supports and accommodations is provided in the corresponding Accessibility Supports Guide.

10. Training. ACT will provide standard online training and/or instructional materials to Designated

Personnel. Training may include webinars, modules, user guides, checklists, tutorials, and videos.

11. Communications. ACT will communicate upcoming activities and deadlines to Department and Designated Personnel.

12. Customer Support. ACT will provide customer support contact information on the ACT-hosted web page and in email communications for use in preparation and administration of the ACT: Monday through Friday, from 7:00 a.m.–5:00 p.m. CT, excluding ACT holidays. In addition, ACT will provide extended customer support for the first day of the testing window from 6:00 a.m.–6:00 p.m. CT.

13. Report Deliverables. ACT will furnish the reports listed in the table below by the dates memorialized in the project schedule. Scores for examinee test responses that require investigation will be delayed.

Agreement for Services- ACT Education Corp. (effective until June 30, 2027) 13

Standard Reporting Package

Recipient Report or Data

File Name Electronic Delivery

Mode Paper

Delivery Mode

Report Detail

Examinee ACT Examinee Scores

X Examinees can view their college reportable scores on the MyACT platform.

Scores will be available 3-8 weeks following receipt of the examinee test responses from each school that does not require additional investigation.

Schools Contracts Reports (Tables based on Contract Testing Profile Reports)

X These are aggregate reports that provide trends and averages of the school based on Department-sponsored examinations.

These reports will be available in the online reporting platform by the date identified in the project schedule.

ACT Non-College Reportable Score

Notification Letter

X This letter is available in the online reporting platform. Scores will be available 3-8 weeks following receipt of the examinee test responses unless delayed due to additional investigation. Score notification letters are available in English and/or Spanish.

ACT Student Score Report

X ACT will distribute two paper copies in English. The report contains college reportable scores delivered 3-8 weeks following receipt of the examinee test responses from each school that does not require additional investigation. Two paper copies will be mailed to the ACT Test Coordinator.

X This report can be downloaded in the online reporting platform in an English and/or Spanish 8.5” x 11” copy. The report contains college reportable scores available 3-8 weeks following receipt of the examinee test responses from each school that does not require additional investigation.

ACT High School Report

X This report can be downloaded in the ACT online reporting platform in English and/or Spanish. Availability will be 3-8 weeks following receipt of examinee test responses from each school that does not require additional investigation. These are student-level score reports for all college reportable scores.

ACT Student Score Labels

X X Labels for college reportable scores per examinee will be available in the online reporting platform.

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Two printed labels for college reportable scores per examinee will be sent to the ACT Test Coordinator. Delivery will be 3-8 weeks following receipt of examinee test responses from each school that does not require additional investigation.

ACT Student Level Data File - School

X This is a student-level data file that includes examinee score information for Department-sponsored examinations. The student level data file will be available in the online reporting platform by the date identified in the project schedule.

ACT High School Report Checklist

X This is a list of examinees for whom paper score reports and score labels are included in the mailing of college reportable score reports.

One paper copy will be mailed to the ACT Test Coordinator. Delivery is 3-8 weeks following receipt of examinee test responses from each school that does not require additional investigation.

Districts Contract Reports (Tables based

X These are aggregate reports that provide trends and averages at the school and district levels based on the Department-sponsored examinations. Only schools affiliated with a district in the Organization File will be reflected in the district aggregate reports. These reports will be available in the online reporting platform by the date identified in the project schedule.

ACT Student Level Data File - District

X This is a student-level data file that includes the examinee score information for Department-sponsored examinations.

The student level data file will be available in the online reporting platform by the date identified in the project schedule.

State

Contract Reports (Tables based on Contract Testing Profile Reports)

X These are aggregate reports that provide trends and averages at the school, district, and state levels based on the Department-sponsored examinations. These reports will be available in the online reporting platform by the date identified in the project schedule.

ACT Student Level Data File - State

X This is a student-level data file that includes the examinee score information for Department-sponsored examinations.

The student-level data file will be available in the online reporting platform by the date identified in the project schedule.

Compliance Report X ACT will provide a compliance report, which is a list of schools for which ACT

Agreement for Services- ACT Education Corp. (effective until June 30, 2027) 15 has received information of concern from the testing experience that warrants further investigation by ACT staff. The compliance report will be provided on a weekly basis, throughout all test windows until all compliance alerts are resolved.

Invalid Score Report Data File

X This is a student-level data file that provides information on invalid scores received through Department-sponsored examinations. ACT will post on a secure exchange site by the date identified in the project schedule.

College College Report X Electronic delivery of college reportable scores is reported to post-secondary institutions selected by the examinee using their MyACT account (up to four post-secondary institutions).

III. Student Recruiting and Recognition Services.

1. ACT Recruit Me. By opting into the ACT Recruit Me program (formerly known as Educational Opportunity Service), examinees can choose to permit ACT to share their information to connect them with college, scholarship, and other educational and career opportunities. For those students who have opted into the ACT Recruit Me program, ACT is authorized to include any examinee-level data in ACT Recruit Me.

2. Presidential Scholars. ACT will provide examinee data to the US Department of Education for its Presidential Scholars recognition program.

3. State Scholarship Agencies. ACT will provide examinee data to Department’s state-specific scholarship agency(ies).

IV. Custom Services. The following custom services will be provided by ACT to the Department.

1. Registration/Student Identifier Requirements. ACT collects Information Retrieval Numbers (“IRNs”) for both districts and schools. The data will be collected via the aforementioned organization master file and participation file which are found in the ACT online administration platform. The student registration file will accommodate the use of statewide student identifiers ("SSID") and be included in reports as designated by the Department. This process does not allow for the collection of names or codes of colleges designated by the student or district for transmittal of score results. The process inhibits the ability of schools to enroll students in any marketing program to block the distribution of both score data and inhibits the distribution of directory information.

2. State-Level Final Data File. The state-level data file will include a district and school IRN.

3. Weekly Custom Report. ACT will provide a weekly custom report capturing the number of students loaded in the ACT online administration platform. ACT will begin the weekly custom report delivery from the time the Student Registration Files are loaded and end the delivery after the test administrations are complete. The report will include the following information:

a. School name;

b. ACT high school code;

c. District name;

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d. ACT district code; and

e. Total number of students enrolled.

4. Joint Vocational School District Participants (Educational Service Centers) ("JVSD").

a. ACT will create a custom email describing administration options for JVSD participants and required tasks.

b. ACT will create a custom scoring and reporting training email and video for JVSD Participants.

5. State Survey Video. ACT will create a Program Overview Video, otherwise known as the "State

Survey Video".

6. Ohio Student Family Notice. ACT will provide a Department-approved student and family volunteer participation notice. ACT will post the notice electronically on the state testing website.

The notice will be provided before students complete the non-test student information sections of the ACT in the online platform.

7. Additional Composite Score. ACT will provide an additional composite score consisting of English, math, reading, and science (EMRS) for the 2025-2026 school year. The EMRS composite will be included in the state level data file available in the online reporting platform by the date identified in the project schedule.

V. Department Actions and Required Information. ACT’s ability to provide the Assessments and Services depends upon timely receipt of Department Required Information (defined below) and Department’s performance of required actions. Department’s failure to meet any due dates or to perform required actions may result in ACT’s inability to provide the Assessments and Services. Department shall provide the following information, data, or deliverables (“Department Required Information”) to ACT by the dates memorialized in the project schedule and shall actively engage in the actions noted below.

1. Primary Point of Contact. Department must appoint a primary point of contact for ACT.

2. Selection of Test Administration Dates. Department must provide ACT with its selected test administration dates from the list of dates ACT offers.

3. Organization Master File, Participation File and User File. Department must provide an organization file once per contract and a participation file and user file for each…