DOC1650302457.pdf

Procure-to-Pay 3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier SkillsWave LLC Contact

Email Charlotte Bencaz charlotte.bencaz@skillswave.com

Sourcing Agent Mike Hendrickson

REQUESTING DEPARTMENT

Participating Campuses Administrative Unit/Dept.

Department Contact

Kevin Shriner kshriner2@nebraska.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name) Revenue sharing agreement with SkillsWave, LLC

Contract Document Document Amt Total Amt Start Date End Date

$0 08/01/25 07/31/27 Yes $0

COMPETITION/BID

INFORMATION

Bid Number N/A Competition Revenue contract Contract Information

N/A

INTERNAL USE ONLY

CW33912

Confidential v20250624

LEARNING PROVIDER AGREEMENT

This Learning Provider Agreement (the “Agreement”) is between:

University of Nebraska-Lincoln with a registered office at 208 Administration Building, Lincoln, Nebraska 68588-0420 (“Learning

Provider”) and

Either

SkillsWave Corporation, a company incorporated under the laws of Province of Ontario, Canada registered address c/o Catalyst

Commons 137 Glasgow Street, Suite 210 #5033, Kitchener, Ontario, N2G 4X8 or

SkillsWave LLC, a limited liability company organized under the laws of the State of Maryland, USA, registered address 2405 YORK RD, STE 201, Lutherville Timonium MD 21093-2264

Each with its mailing address located at c/o Catalyst Commons 137 Glasgow Street, Suite 210 #5033, Kitchener, Ontario, N2G 4X8 and collectively referred to as “SKILLSWAVE”.

The applicable SKILLSWAVE entity shall be determined based on the headquarter location of the Learning Provider:

SkillsWave Corporation will be the contracting entity for Learning Providers headquartered in Canada; and

SkillsWave LLC will be the contracting entity for Learning Providers headquartered in the United States.

Each of Learning Provider and SKILLSWAVE is a “Party” and collectively the “Parties”.

The Agreement will come into effect on _______________________ (“Effective Date”).

BACKGROUND:

WHEREAS, SKILLSWAVE provides a cloud-based platform for Learning Providers to support the engagement and promotion of professional and continuing educational Programs to Employers (including Associations). SKILLSWAVE also provides professional services to Employers, offering strategic, operational, and learner support services. SKILLSWAVE creates the initial relationship with all

Learners that access the Platform;

WHEREAS, Learning Provider develops and delivers educational Programs and wishes to collaborate with SKILLSWAVE to broaden access and reach new Learner audiences;

WHEREAS, the Parties intend to work together to jointly promote and support one or more such Programs under the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereby agree as follows:

1. Definitions

1.1. “Active Enrolment” refers to Learners in the Platform that have a request status code for a Program with one of the following: Registration Started or Registered or similar status.

07/17/25 | 08:54 CDT

1.2. “Active Request” refers to Learners in the Platform that have a request status code for a Program with one of the following:

Pending, Approved or similar status. For clarity, under Active Request, only SKILLSWAVE and Employers have access and visibility to see these Learner requests.

1.3. “Non-Active Request” refers to Learners in the Platform that have a request status code for a Program with one of the following: Declined, Completed, Cancelled, Failed, Withdrew or similar status. For clarity, if the request status is set at a value of “Declined” under a Non-Active Request, Learning Provider will not have been notified by SKILLSWAVE and may not see this Learner in the Learning Provider Portal view for the applicable Program.

1.4. “Association” means an organization that does not have an employer/employee relationship with its members, but whose

SKILLSWAVE Platform access and Learning Benefits Program would model that of an Employer, and whose members’ access would model those as a Learner. Note: If an Association is the Learning Provider under this Agreement, and the Association also wishes to offer access to SKILLSWAVE to their members, the Association must undertake a separate Employer agreement with SKILLSWAVE apart from this Agreement.

1.5. “Confidential Information” has the meaning as described in Section 12.1.

1.6. “Employer” means an entity that has a contractual relationship with SKILLSWAVE to offer a Learning Benefits Program and related SKILLSWAVE services to their personnel. This definition also includes an Association entity or similar.

1.7. “Learner” is any individual who 1) accesses the SKILLSWAVE Platform and/or 2) requests and enrolls in a Learning Provider’s

Program offering under this Agreement.

1.8. “Learner Completion Data” means specific Learning Provider Program enrolment and completion information of the

Learner(s) such as Program completion status and date, enrolment date, withdrawal date, or any similar information related to Learner’s progress within a specific Program.

1.9. “Learning Benefits Program” means any arrangement whereby an Employer enables access to, contributes to, subsidizes, or fully covers the cost of a Program on behalf of one or more Learners.

1.10. “Payment Processor” means a third-party providing financial transaction services to SKILLSWAVE that is capable of collecting and processing fees as applicable within the Services.

1.11. “Platform” means the suite of services offered by SKILLSWAVE to its customers that includes access to its proprietary software to browse, select, curate and/or purchase available Learning Provider Programs.

1.12. “Program” means courses (which may or may not lead to degrees and diplomas), educational programs, certifications, full degrees, and any combination of these and/or other such similar educational programs that are created and provided by

Learning Provider and are made available for promotion and purchase via the Services under this Agreement.

1.13. “Intellectual Property” means all intellectual property rights of any kind in any present or future development work including copyright, patent, trademark, trade name, service mark, design, domain name, program, software or application, documentation, procedure and method of computation, trade secret, data model, know-how invention, drawing, plan, specification, process or similar property and any rights in software, Program content, branding elements or other proprietary materials, whether registered or unregistered.

1.14. “Services” means the suite of enablement services provided by SKILLSWAVE to the Learning Provider as further detailed in

Exhibit C, including access to Platform, consulting and provider support, Program promotion services, facilitation of Program visibility and Platform assistance to Employers and Learners, and payment collection limited to the purchases through the

Platform.

2. Purpose

2.1. The purpose of this Agreement is to establish a commercial partnership between SKILLSWAVE and the Learning Provider to provide Learning Provider with Learners that have completed an Employer approved Program enrolment request within the

Platform. Under this Agreement, SKILLSWAVE shall support the promotion, curation, and purchase process of the Learning

Provider’s Program through its Platform and associated Services by providing Employer and Learner engagement services, and commerce infrastructure, as further described herein. SKILLSWAVE does not deliver or host the Program content for the Learning Provider on its Platform.

3. Program Participation and Listing

3.1. Learning Provider shall designate, in its sole discretion, provided by written notice to SKILLSWAVE, one or more Programs to be eligible for promotion and to be made available through the Platform. Such designation shall include relevant information such as Program titles, descriptions, availability, total capacity, pricing (including all additional fees, if applicable), intended audience (where appropriate), Learner qualification criteria, and any other information SKILLSWAVE finds reasonably necessary to offer such Programs to Learners and/or Employers (“Program Details”). Subject to Section 4, Learning Provider shall ensure Program Details remain up to date and no less current as the information as promoted to the public with SKILLSWAVE and shall notify SKILLSWAVE promptly of any changes, including, but not limited to, price, availability, ancillary fees or changes to necessary Program materials such as textbooks. Learning Provider grants

SKILLSWAVE permission to reformat the Program Details as reasonably required for display within the Platform provided such reformatting does not materially change the Program Details.

3.2. Notwithstanding Section 3.3 SKILLSWAVE shall have sole discretion of the display order of Learning Provider Program and which Programs SKILLSWAVE will actively promote to specific Employers and/or Learners based on their needs and preferences and through which channels, platforms or campaigns such promotion will occur.

3.3. SKILLSWAVE reserves the right to remove any Learning Provider Program from its Platform at any time and to cease promotion of such Program if SKILLSWAVE reasonably believes that such Program is having a materially adverse impact on the Platform and/or Services. Prior to SKILLSWAVE ceasing its offering of Learning Provider Programs, SKILLSWAVE agrees to work in good faith with Learning Provider in resolving any such adverse impact on the Platform and/or Services.

3.4. The initial list of Programs designated for the Platform will be provided to SKILLSWAVE by the Learning Provider within 30 days from the Effective Date and may be updated from time to time as mutually agreed with SKILLSWAVE.

3.5. SKILLSWAVE shall provide the Services in support of the Programs, which may include:

3.5.1. Listing and promoting Programs on the Platform;

3.5.2. Facilitating discovery and selection of the Programs;

3.5.3. Enable auto-enrolment between SKILLSWAVE and Learning Provider, where and when available between both

Parties;

3.5.4. Enable transaction Payment Processing;

3.5.5. Receiving relevant Learner Completion Date from the Learning Provider and where appropriate and authorized by the Learner to share as necessary. The Platform shall hold such information including, but not limited to, updates of enrolment status, progress, completion, or non-completion or other information as required for SKILLSWAVE to satisfy its obligations to the Employer and Learner through the Platform.

3.6. The Learning Provider is solely responsible for the development, delivery, instruction, quality, and credentialing (if applicable) of its Programs, as well as verifying the qualification of Learners according to the Learning Provider’s admissions criteria.

4. Program Changes and Deprecation

4.1. Program Price Change. Learning Provider will notify SKILLSWAVE at least 90 calendar days in advance of any planned pricing change of any participating Programs. Any change in pricing will apply only to registration requests made through the

Services after the date the new pricing becomes effective within SKILLSWAVE. For clarity, any Active Enrolment will not be subject to this price change. Learning Provider will honor the price for an Active Enrolment as listed on the Platform until such change has been implemented by SKILLSWAVE on the Platform.

4.2. Subject to the conditions of this Section 4 and excluding Program price change (discussed at Section 4.1) the Learning

Provider may request SKILLSWAVE to modify and/or update (collectively a “Modification”), reschedule, or remove or deprecate any Program, in its entirety. If the change requested affects Programs that contain status of Active Enrollment or

Active Request then SKILLSWAVE requires no less than 90 day(s) prior written notice requesting such change. If the change request affects Programs that only contain Non-Active Request, SKILLSWAVE requires no less than 10 business days prior written notice.

4.2.1. Program Removal: Learning Provider requests for Modification, removal or deprecation shall not be an attempt to remove Program from the Platform while continuing to offer the Program to the public that would redirect or cause

Learners to cancel orders in the Platform to obtain different services, including but not limited to different pricing directly from Learning Provider.

4.2.2. Program Modification: Learning Provider’s request for Modification shall not conflict with policies or applicable agreements with those Learners of Learning Provider standard policies or demonstrate a bias to the Learner and or the

Employer using the Platform.

4.2.3. Program Reschedule: The Learning Provider may reschedule specific Program offerings (such as individual cohorts or scheduled sessions) in accordance with its training calendar and institutional policies, provided that it takes commercially reasonable efforts to give SKILLSWAVE not less than thirty (30) days advance written notice prior to the original scheduled start date.

4.3. Upon adequate notice as required in 4.1 and 4.2, SKILLSWAVE shall implement such changes in the Platform within a commercially reasonable timeframe.

4.4. If any change, cancellation, or deprecation of Program results in the Learning Provider being unable to deliver the Program to enrolled Learners in a manner consistent with the terms communicated to the Learner at the time of Active Request and/or Active Enrolment, the Learning Provider shall, subject to the agreement of the affected Learner and, where applicable, offer to SKILLSWAVE on behalf of the sponsoring Employer, either:

4.4.1. Offer a substitute program of equivalent value and learning outcomes within a timeframe no more than three (3) months in the future: or

4.4.2. Arrange for a full refund of Program fees paid through the Platform that have been prepaid by SKILLSWAVE to the

Learning Provider but not yet delivered to the Learner.

4.5. The Learning Provider shall provide SKILLSWAVE with timely and accurate notice of material changes that may reasonably impact Platform listings, promotional communications, Employer engagements, or Learner messaging. Such material changes may include, but are not limited, loss of accreditation, changes in credentialing eligibility, discontinuation of certification partnerships, or modifications to Program delivery obligations.

4.6. SKILLSWAVE shall not be held liable for any continued listing, promotion, or communication regarding a Program where the

Learning Provider has failed to provide accurate or timely notice in accordance with this Section 4.

4.7. Notwithstanding the foregoing, the Parties may mutually agree in writing to accelerate the removal or suspension of a

Program in the event of a legal, compliance, or reputational concerns, provided that such removal does not unreasonably prejudice the rights of Learners with a status of Active Enrolments in the affected Program in accordance with Learning

Provider policies and terms with Learner, or any rights under this Agreement.

4.8. Once an action plan for Program cancellation or deprecation has been mutually agreed, Learning Provider remains responsible to update the Platform with the Learner’s Completion Data for any Learner that was in the state of Active

Enrolment at time of Learning Provider notice to SKILLSWAVE, and issue all refunds in accordance with refund process as provided in this Agreement.

5. Ordering and Enrolment

5.1. Learners and/or Employers may browse and select Programs through SKILLSWAVE’s Platform or associated channels.

Where applicable, orders may be placed directly by individual Learners or by an Employer acting on behalf of one or more

Learners once Employer approves a Learner’s training request through the Platform. SKILLSWAVE shall process such orders using its systems or integrated third-party tools and transmit the relevant enrolment details to the Learning Provider in a timely manner.

5.2. Upon such notification of the Learner’s application to the Program, Learning Provider shall proceed with all necessary steps to determine whether to accept or reject the request of each Learners enrolment eligibility in accordance with its standard admissions or registration policies within a period no more than 10 business days. Such steps for selected Program(s) may include having the Learner participate in a customary student application process. Learning Provider shall notify

SKILLSWAVE by updating the Learner’s Program record in the Platform promptly, or otherwise in an agreed upon schedule, of a Learner’s successful enrolment in requested Program or rejection of enrolment and the reasons for rejection, if applicable.

5.3. The Learning Provider may impose admissions criteria, prerequisites, additional fees, or other requirements as conditions of enrolment. Such conditions must be clearly communicated in advance in the Platform and shall be reflected in the Program listings as applicable. SKILLSWAVE shall not be liable for any enrolment errors arising from undisclosed or inaccurate eligibility requirements. For clarity, hidden fees charged by Learning Provider to Learners after their enrolment has been approved by their Employer is strictly prohibited.

5.4. The Learning Provider shall ensure that Programs remain open for enrolment for a reasonable period prior to scheduled start date. Unless otherwise agreed to in writing, Programs that require Learners to qualify via Learning Provider’s manual admissions verification process shall be closed to new enrolments in the Platform no less than ten (10) business days before the Program’s start date.

5.5. During the offering of Programs to Employers and Learners, SKILLSWAVE may receive questions from Employers and/or

Learners that require information from Learning Provider. Learning Provider shall provide reasonable cooperation to

SKILLSWAVE, upon request, in connection with such inquiries as they relate to Learning Provider Programs within 6 business days. Except for those professional services that SKILLSWAVE provides directly to the Employer and/or directly to the

Learner through an agreement directly between the Employer and/or Learner has with SKILLSWAVE, SKILLSWAVE shall not give Program advice, and/or complete application forms prior to consulting with the Learning Provider.

6. Learner Status and Completion Updates

6.1. The Learning Provider shall notify SKILLSWAVE of any material change in a Learner’s enrolment status in a Program, including but not limited to withdrawal, deferral, failure to complete, or Program dismissal, promptly, but no more than ten

(10) business days of such change. The Learning Provider shall include all necessary information to assist SKILLSWAVE to understand the reasons and implications of the changes.

6.2. Upon completion of a Program by the Learner, the Learning Provider shall provide SKILLSWAVE with confirmation of each

Learner’s completion status and associated Learner Completion Data in the Platform. This information shall be provided to

SKILLSWAVE by the Learning Provider through the Platform or associated channels (as agreed) within ten (10) business days of the completion date or promptly if requested by SKILLSWAVE. This information is deemed material to Learning

Provider’s performance in the Services and SKILLSWAVE obligations to Employers and Learners. Failure by Learning

Provider to provide this timely information is a material breach of the Agreement. This Section shall survive any termination of the Agreement.

7. Data Ownership and Control

7.1. The Learning Provider shall retain ownership of all Program content, records, and data it creates or controls, including

Learner Program records, grades and credentials. With the exception of Learner Completion Data as entered into the

Platform by Learning Provider, SKILLSWAVE shall not claim any ownership over such Learning Provider data and shall use it only as necessary to perform its obligations under this Agreement.

7.2. SKILLSWAVE shall retain ownership of all data SKILLSWAVE collects or generates through its Platform and Services, including

Learner and Employer engagement data, transaction records, promotion analytics, Platform usage metrics, and operational reports., provided that such data does not include confidential information of the Learning Provider. SKILLSWAVE may, at its discretion, provide external third parties with Platform and Services usage reports containing de-identified data and subject to privacy laws.

7.3. To the extent data is jointly developed or co-generated through collaboration under this Agreement (e.g. completion metrics, participation reporting, or program performance data), each Party shall have a non-exclusive, royalty-free right to use such data for internal purposes, including quality assurance, reporting, and improvement of services, provided that it is de-identified, and subject to applicable privacy laws.

7.4. Neither party shall use the other Party’s data for competitive, commercial or unrelated purposes, and that is Confidential

Information, without prior written consent. Each Party shall take reasonable steps to protect any data it receives from the other Party from unauthorized access, disclosure, or misuse, in accordance with applicable privacy and data protection laws.

7.5. Upon termination of or expiration of this Agreement, each Party shall, upon written request of the other Party, return or securely delete any personal information or Confidential Information received under this Agreement, except where retention is required by applicable law, regulatory obligation, institutional record keeping policy, or ongoing contractual obligations to Learners or Employers. Notwithstanding the foregoing, SKILLSWAVE may retain Learning Provider, Learner and Employer data, including Learner Completion Data and engagement records, and Payment Processing data, as necessary to fulfill its continuing obligations to Learners or Employers under pre-existing agreements, to comply with applicable legal requirements, or for internal business, reporting, or archival purposes, provided such data is used in accordance with this Agreement and applicable law. The Learning Provider shall remain responsible for protecting any

Learner retained data in its possession in accordance with privacy and data protection laws.

8. Learner Data Sharing and Use

8.1. This Section is subject to the data ownership and retention terms set out in Section 7 above.

8.2. Each Party shall provide the other with Learner and Program related data reasonably required to fulfill its obligations under this Agreement. Such data may include, without limitation: Learner Completion Data, Learner name, program enrolled, enrollment data, status of changes, completion status, outcome, credential or certification granted if any and other engagement data relevant to the Services.

8.3. Each Party shall use data received from the other solely for purposes of performing its obligations under this Agreement, including enrolment tracking, Program administration, employer reporting, and Platform improvement. Neither Party shall use or disclose such data for any other purpose without the prior written consent of the disclosing Party, including but not limited to direct marketing to the Learner or Employer without obtaining independent permission or consent from that party.

8.4. Where a Program is purchased within the Platform, either Party may disclose relevant Learner status and completion information to the sponsoring Employer, provided such disclosure is permitted under applicable law, the terms of this

Agreement, or the terms of the applicable agreement between the disclosing Party and the Learner or Employer, or by the

Learner’s express consent collected within the Platform.

9. Consistency of Terms

9.1. Each Party shall ensure that the terms and conditions it establishes with Learners, Employers, or other third parties in connection with the Platform, Programs or Services are consistent with its own obligations under this Agreement and do not conflict or prevent the performance of the other Parties responsibilities hereunder.

9.2. The Parties acknowledge that the Learning Provider is relying on SKILLSWAVE to manage the commercial and administrative relationship with sponsoring Employers, including obtaining and managing agreements for Program purchase approvals, payment terms and financial posture, Program enrolment conditions, and related obligations. SKILLSWAVE shall be responsible for entering into appropriate agreements with Employers and for ensuring that Platform terms with Learners and Employers, including terms of use, privacy policies, and any related data disclosures that are sufficient to permit the performance of SKILLSWAVEs obligations under this Agreement.

9.3. SKILLSWAVE shall ensure that it has the necessary legal authority, whether by contract, or other lawful basis, to share necessary Learner data with the Learning Provider and necessary Learner data with Employers and to communicate Learner status and completion information as contemplated under this Agreement. Such authorization may be collected in writing

(electronic consent, e.g., via a clickwrap or clickthrough agreement, accepted) through SKILLSWAVE’s standard consent collection process via the SKILLSWAVE Platform.

9.4. The Learning Provider shall have no liability or responsibility for any failure by SKILLSWAVE to perform its obligations to

Employers or Learners under SKILLSWAVE’s separate agreements, including any failure to obtain necessary consents, provide required notices, or fulfill commercial terms. This limitation shall apply provided that the Learning Provider is in material compliance with this Agreement and with Learning Provider’s own terms and conditions applicable to the Learner.

Subject to the foregoing, SKILLSWAVE shall indemnify and hold Learning Provider harmless from any third party claims arising from SKILLSWAVE’s own failure in this Section 9.4, subject to the limitations of liability set forth in this Agreement.

9.5. The Learning Provider shall be responsible for ensuring that its terms and conditions with Learners are sufficient to enable it to perform its obligations under this Agreement, including not limited to the collection and disclosure of Learner data to

SKILLSWAVE, communication of enrolment and completion status, and the unbiased application of any applicable Program or institutional policies. Learning Provider must maintain its own records in relation to Program registration and corresponding consent with the Learner. Learning Provider shall indemnify SKILLSWAVE and hold harmless from any third-party claims arising from Learning Provider’s failure to obtain necessary consents or permissions for sharing information with third parties including SKILLSWAVE, provide required notices, or fulfill commercial terms with any third party, including the Learner.

9.6. Each Party shall ensure that it has, and continues to maintain, the necessary contractual rights, permissions, or authorization to perform its obligations under this Agreement, including the right to collect, use and disclose Learner data as contemplated herein. If a Party becomes aware that such authority is no longer valid or has been withdrawn, it shall promptly notify the other Party in accordance with this Agreement.

10. Term and Termination

10.1. This Agreement will commence on the Effective Date and will remain in effect for an initial term of two (2) years (the “Initial

Term”), unless earlier terminated in accordance with this Section.

10.2. Upon expiration of the Initial Term, this Agreement shall automatically renew for equivalent year(s) of the Initial Term

(each “Renewal Term”) unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.

10.3. Following the Initial Term, either Party may terminate this Agreement for any reason by providing not less than ninety (90) days’ prior written notice to the other Party.

10.4. Either Party may terminate this Agreement immediately upon written notice for cause in the event that the other Party:

10.4.1. Becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, voluntarily or otherwise or ceases business operations;

10.4.2. Materially breaches the terms of this Agreement and such breach remaining uncured 30 days after notification by the other Party;

10.4.3. Engages in unlawful, unethical, or conduct materially detrimental to the reputation or business of the other Party;

10.5. Either Party may terminate this Agreement on thirty (30) days’ written notice if it becomes unlawful or commercially impractical for one or both Parties to perform its obligations under this Agreement due to changes in law or regulation;

10.6. SKILLSWAVE may terminate this Agreement if the Learning Provider fails to implement, launch, or materially cooperate in the onboarding and delivery of Programs, or delivers services or Programs that are materially deficient in quality, including where such deficiencies materially harm SKILLSWAVES reputation or the Learner experience. SKILLSWAVE shall first provide written notice of the deficiencies and allow the Learning Provider thirty (30) days to cure them. If the deficiencies are not cured within such period to SKILLSWAVE’S reasonable satisfaction, SKILLSWAVE may terminate this Agreement immediately upon written notice.

10.7. Any termination or expiration of this Agreement will not affect the validity of any existing Active Enrolments that were effective prior to termination or expiration. Learning Provider agrees that Learners will continue to have, or be granted, access to the Programs purchased through the Services, and Learning Provider and SKILLSWAVE shall work together to use reasonable efforts to minimize any disruption to Learner’s engagement in the Programs. All amounts owed to the other

Party shall be paid in full within 60 days of the date of termination.

10.8. In the event termination of this Agreement affects Employers/Learners that SkillsWave has prepaid for Learning Provider

Program(s), SKILLSWAVE and Learning Provider will use good faith efforts to agree to a mutual solution with respect to the ability for the Learner to continue, where possible, in Learning Provider’s Program so as Learner would be unaffected by such Agreement termination. If no such resolution is reached, Learning Provider agrees to promptly refund to SKILLSWAVE all fees and charges prepaid by SKILLSWAVE to the Learning Provider for the applicable Program, and SKILLSWAVE shall refund any prepaid revenue share it may have received from Learning Provider for applicable Program that was subject to a refund as a result of this situation.

11. Intellectual Property Rights

11.1. The Learning Provider shall retain all rights, title, and interest in and to its Program content, including all curriculum, instructional materials, branding, trademarks, logos, assessments, and other related intellectual property (“Program

Content”). Nothing in this Agreement transfers ownership of the Learning Provider’s Intellectual Property to SKILLSWAVE.

SKILLSWAVE acknowledges that it obtains no ownership interest in the Program Content.

11.2. The Learning Provider hereby grants SKILLSWAVE a limited, non-exclusive and non-transferable, royalty-free, revocable, worldwide license to use the Learning Provider’s name, logo, trademarks, Program titles, descriptions, and related, including any promotional and information materials provided by Learning Provider, solely for the purpose of performing its obligations under this Agreement, including for promotional purposes. This includes, without limitation, listing the

Programs on the Platform, promoting Programs to Employers and Learners, and facilitating transactions and communications. This license shall survive the termination of this Agreement only to the extent necessary to (a) fulfill

SKILLSWAVE obligations to enrolled Learners and/or their Employers under existing agreements, or (b) comply with applicable legal or regulatory obligations.

11.3. SKILLSWAVE grants a limited, non-exclusive and non-transferable, royalty-free, revocable, worldwide license to the Learning

Provider to use the Platform, solely for the purpose of performing its obligations under this Agreement, including for promotional purposes. Nothing in this Agreement transfers ownership of SKILLSWAVE’s Intellectual Property to Learning

Provider.

11.4. SKILLSWAVE shall retain all rights, title, and interest in and to its Platform, Services, tools, analytics, promotional assets, and other content SKILLSWAVE creates in connection with the performance of this Agreement, excluding Program Content provided by the Learning Provider.

11.5. To the extent the Parties jointly develop or co-brand any promotional materials, Learner communications, reports, or deliverables, the Parties shall each have non-exclusive, royalty-free right to use such co-developed materials for their internal and promotional purposes, subject to any confidentiality or branding guidelines and solely to promote the use of the Programs in the Platform.

11.6. Neither Party shall use the other Party’s intellectual property, content, branding, or confidential materials for any purpose outside the scope of this Agreement without the express written consent of the other Party.

11.7. In the course of its performance under this Agreement, both Parties will take customary measures to protect the other’s

Intellectual Property rights consistent with its own protection of its own Intellectual Property rights and will report to the other Party promptly any confirmed (or using commercially reasonable efforts for alleged) infringement of such rights.

11.8. Nothing in this Agreement is intended to limit SKILLSWAVE’s ability, either during or after the term of this Agreement, to offer courses or programs (whether developed internally by SKILLSWAVE or through partnership with a third party) that may be similar to, competitive with, or functionally comparable to Learning Provider’s Programs, provided that in connection with any SKILLSWAVE development or other efforts to provide such courses SKILLSWAVE shall not utilize

Learning Provider’s Confidential Information, and shall not attempt to use, decompile, adapt, or modify Learning Provider

Intellectual Property to which SKILLSWAVE may receive access under this Agreement (including any elements of the

Programs) or enable or encourage any third party to do so.

12. Confidentiality and Freedom of Information

12.1. For purposes of this Agreement and subject to Section 12.3, “Confidential Information” means all non-public, proprietary, or confidential information disclosed by one Party (the “Disclosing Party” ) to the other (the “Receiving Party”), whether disclosed in any form or medium (whether oral, written, electronic, or other) and whether or not marked as confidential, that is either designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business operations, marketing strategies, technical information, Program materials, user or customer data, client lists.

12.2. The Receiving Party agrees to:

12.2.1. Use the Disclosing Party’s Confidential Information solely to exercise its rights and perform its obligations under this

Agreement;

12.2.2. Not to disclose Confidential Information obtained during the term of this Agreement to any third-party person or entity except to its employees, agents, or contractors who need to know such information and are bound by confidentiality obligations no less protective than those in this Agreement; and

12.2.3. Protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, and in no event less than reasonable care.

12.3. Confidential Information does not include any information that (a) is required to be disclosed to facilitate the transactions between SKILLSWAVE and the Learning Provider executed under this Agreement; (b) is required to be disclosed pursuant to court or regulatory order, or required by law, provided that the Receiving Party gives prompt notice (where permitted by law,) and cooperates with the Disclosing Party in seeking an appropriate protective order or other remedy; (c) was independently developed by Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;

(d) already rightfully in its possession of the Receiving Party before negotiations commenced with the Disclosing Party that led to this Agreement; (e) is learned by or disclosed to the Receiving Party by a third party and without breach of any obligation of confidentiality and is not otherwise protected under law; or (f) was publicly known at time of disclosure or becomes part of the public domain through no fault of the Receiving Party.

12.4. Upon termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or securely destroy all copies of the Disclosing Party’s Confidential Information in its possession, except as required to fulfill any outstanding obligations under this Agreement and/or comply with legal or regulatory retention obligations.

12.5. Confidentiality Information retained in accordance with the Receiving Party’s internal data retention or archival policies shall remain subject to the confidentiality obligations set forth in this Agreement for as long as it is retained, and shall be securely deleted or anonymized in accordance with policies once the applicable retention period expires.

12.6. Freedom of Information Requests.

12.6.1. To the extent that either Party is subject to any public disclosure or freedom of information legislation (including, where applicable, the Access to Information Act (Canada), Freedom of Information Act FOIA (USA) or equivalent provincial, state or federal laws), the parties acknowledge that certain information under this Agreement may be subject to disclosure in accordance with such legislation. If either party receives a request for disclosure that may include information provided by or relating to the other under this Agreement, the party shall:

12.6.2. Promptly notify the other of the request (to the extent permitted by law),

12.6.3. Consult with the other before disclosing any such information, and

12.6.4. Give due consideration to any representations made by the other party regarding the application of exemptions, redactions, or the protection of commercially sensitive or confidential information.

12.6.5. SKILLSWAVE and Learning Provider shall cooperate in good faith with each other to support its compliance with applicable disclosure obligations but shall not be deemed to waive any rights to object to the disclosure of proprietary, confidential, or commercially sensitive material. Each Party shall make reasonable efforts to protect such information to the fullest extent permitted under applicable law.

13. Payment and Fees

13.1. Revenue Sharing: All payments for Programs under this Agreement shall be subject to the revenue share model set forth in

Schedule A. SKILLSWAVE shall apply appropriate sales tax on the revenue share to the Learning Provider in accordance with the appropriate tax jurisdiction authority applicable to SKILLSWAVE.

13.2. Employer and Learner Payments: SKILLSWAVE shall collect from Employer all applicable portion(s) of the Program fees covered by the Learning Benefits Program. Where the Learning Benefits Program covers only a portion of the Program fees, Learner shall be responsible for payment to SKILLSWAVE of the remainder. SKILLSWAVE shall collect such applicable

Learner(s) portion of the Program fees by way of the Payment Processor made available through the Platform. SKILLSWAVE shall be responsible for collecting payments and appropriate sales tax (as outlined in Section 13.3) from Learners and/or

Employers based solely on the Program price listed in the Platform at the time that the Program request approved by the

Employer.

13.3. Sales Tax Collection and Remittance for Programs. The Learning Provider shall provide SKILLSWAVE Program pricing exclusive of sales tax for listing on the Platform. The Learning Provider shall provide written instructions to SKILLSWAVE to collect sales taxes in all jurisdictions whereby the Learning Provider is registered. Where no sales tax direction is provided to

SKILLSWAVE prior to a Program being listed on the Platform, or Learning Provider does not hold a valid sales tax registration in the applicable jurisdiction of the Learner, SKILLSWAVE shall not collect the sales tax for Programs and therefore shall not be liable for Learning Provider’s non-compliance. Where Learning Provider has provided direction and evidenced their eligibility to charge sales tax for the Program, SKILLSWAVE will charge and collect any applicable sales tax from the Learners and/or Employer based on the self-declared location of the Learner at the time of registration. Any such sales taxes collected by SKILLSWAVE shall be remitted to the Learning Provider, and the Learning Provider shall be solely responsible for the timely and accurate remittance of those same sales taxes to the applicable tax authority and for all associated reporting and compliance obligations. SKILLSWAVE shall have no obligation to remit Program sales taxes to any tax authority on behalf of Learning Provider. If at any time after a listing is posted under the Platform and it becomes necessary to apply sales tax to specific Program(s) under applicable law, the Learning Provider shall notify SKILLSWAVE by providing no less than 30 days prior written notice. Upon sufficient notice, the Parties shall mutually agree in writing to whether the updated tax treatment can be provided within the Platform. Where SKILLSWAVE is unable to process the tax treatment, the

Program will be removed from the Platform for any new sales thereafter. SKILLSWAVE, nor its Employers or Learners, shall be liable to Learning Provider for the non-collection of Program sales tax that has not been processed in the Platform.

13.4. Learning Provider Invoicing: Unless otherwise agreed to in writing, SKILLSWAVE, through the Platform, shall email to

Learning Provider (to its appointed billing contact) a 1) transaction report (void invoice) and 2) a separate revenue share invoice on the last day of each month, including in months with no sales or refunds. Learning Provider shall invoice

SKILLSWAVE for Programs purchased in the given month. Each party shall pay undisputed amounts, within 30 days of receipt of each other’s invoice. Except as expressly agreed in writing, all sums payable are in the currency as defined in

Exhibit A.

13.5. Refund of Fees. Learner eligibility for a refund for a Program shall be in accordance with Learning Provider’s policies and terms of this Agreement. All eligible refunds must be processed by Learning Provider through the Platform and after such refund is processed, a cash credit will be applied against that month’s void invoice (transaction report) between

SKILLSWAVE and Learning Provider. Learning Provider shall not, at any time, offer to any Learner a refund in the form of a credit towards an alternative Program in the Platform without SKILLSWAVE’s written consent. For further clarity, Learning

Provider is also prohibited from suggesting or offering credits to any Learner in lieu of a cash-credit refund towards a

Program that is not in the SKILLSWAVE catalog. The Parties shall agree to perform a reconciliation within 30 days of notice of request by the other party in relation to a refund. Refunds for Revenue Share shall follow the same cash-credit model and shall be applied against that month’s Revenue Share invoice.

13.6. Any price changes of Programs shall be in accordance with Section 4.

13.7. Revenue Share Tax. On the Revenue Share invoice, the line items are exclusive of Learning Provider sales tax for the

Program fees. SKILLSWAVE shall include on the Revenue Share invoice all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government, financial institution or regulatory authority on any amounts payable therein that are applicable to the jurisdiction of the Learning Provider and SKILLSWAVE at the time the invoice is generated.

13.8. General Tax. In accordance with applicable laws and regulations, each Party shall be solely responsible for any applicable federal, provincial, state, or local taxes on its income, property, or operations. Each Party is responsible for all its personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits. For clarity, neither Party shall be responsible for paying any taxes imposed on the income, revenue, property, or personnel of the other Party.

14. Records and Audit

14.1. Each Party shall maintain accurate and complete records reasonably necessary to verify its compliance with financial, reporting, and operational obligations under this Agreement, including but not limited to records relating to Program enrollments, Learner’s payments, Employer sponsorships, revenue shares, and credentialing (where applicable). Such records shall be retained for a period of not less than seven (7) years from date of creation or for such longer period as may be required by applicable laws regulating financial, tax, or sales activity – whichever is greater. Each Party shall further cooperate in good faith with the other Party, to the extent legally or contractually required, in connection with any legal, regulatory, or data-privacy related inquiry, audit, or obligation, including the provision of documentation, data or assistance reasonably necessary to demonstrate compliance with applicable law or third-party commitments.

14.2. Each Party (the “Requesting Party”) shall have the right, no more than once per calendar year, and upon at least thirty (30) days prior written notice, to audit the relevant records of the other Party (the “Audited Party”) during regular business hours and with minimal interruption to the audited Party’s business for the purpose of verifying compliance with the terms of this Agreement at the Requesting Party cost. Any audit shall be conducted by a mutually agreed third-party and be subject to the confidentiality provisions of this Agreement.

14.3. All audit findings and related data shall be treated as Confidential Information of the Audited Party, and no public disclosure shall be made except as required by law or with the written consent of both parties.

15. Warranties

15.1. Each Party represents and warrants to the other Party that:

15.1.1. It is a legal entity duly organized and validly existing under the laws of its jurisdiction and/or organization;

15.1.2. It has the full power and authority to enter into and perform its obligations under this Agreement;

15.1.3. The execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any other agreement or relationship by a Party with any other party;

15.1.4. It shall comply with all applicable laws and regulations in connection with its activities under this Agreement;

15.1.5. It shall cooperate in good faith with the other Party, to the extent necessary or reasonably requested, in fulfilling obligations to Learners, Employers, regulators, or other third parties, including in connection with legal, compliance or data-related matters; and

15.1.6. It shall perform its respective responsibilities under this Agreement in a professional, diligent, and commercially reasonable manner consistent with applicable industry standards.

15.2. The Learning Provider further represents and warrants that:

15.2.1. All Programs offered under this Agreement are accurate, up to date, and delivered by qualified instructors, trainers, or facilitators appropriate to the subject matter;

15.2.2. It owns, or has obtained all necessary rights, licenses, or permissions for, all Program Content and other materials provided to SKILLSWAVE, and such materials do not infringe the intellectual property rights of any third party;

15.2.3. Any representations made regarding credentials, certifications, continuing education units, or accreditation are true and not misleading;

15.2.4. It will not knowingly include in any Program Content any unlawful, defamatory, infringing, or inappropriate content;

and

15.2.5. To the extent the Learning Provider provides an accredited Program, Learning Provider shall assure SKILLSWAVE that

Programs will be delivered by parties with its accreditation in good standing and that comply with all applicable accreditation and regulatory standards. For clarity, Learning Provider is responsible for providing Program descriptions to

SKILLSWAVE that accurately reflect Learning Provider’s current accreditation status and Learning Provider may not describe their Program in the Platform as accredited if the actual accreditation is associated to and executed by a third-party accreditation agency outside of the Platform.

15.3. SKILLSWAVE further represents and warrants that:

15.3.1. It shall not modify, misrepresent, or interfere with the delivery of the Program Content, except as expressly authorized or required under this Agreement; and,

15.3.2. It has and shall maintain the legal authority to process Learner…