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ONLINE EDUCATION SYSTEM MASTER AGREEMENT

For Eastern Kentucky University RFP 23-10

This Online Education System Master Agreement is entered into as of July 1, 2010 (the"Eiecution Date") by and between Compass Knowledge Group, LLC ("Company") and EasternKentucky University ("University") replaces the E-Learning Program Development and DistributionMaster Agreement entered into December 21, 2005.

1. INTRODUCTION

The Universityand the Company have entered into this Agreement for the purpose of marketing,promoting, and delivering e-learning or online courses and programs to students of the University andis developed in response to the University's Request for Proposal (RFP) 23-10: Online EducationSystem with the contract for professional services awardedto Compass KnowledgeGroup, LLC.

2. DEFINITIONS

a. "Agreement" means this Online Education System Master Agreement and all exhibits, schedules,and ancillary documentation, including, but not limited to, the Program Term Sheets, statements ofwork, and prospectuses.

b. "Company" shall include Compass Knowledge Group, LLC and its affiliates, subsidiaries,successors, and assigns.

c. "Company Provided Material" means all content, data, information, materials, and all otherintellectual property provided to, and/ordeveloped for, the University and/or the E-Learning Projectunder this Agreement by the Company(in hard-copy or electronic format, and all derivatives thereof)(e.g., marketing material, websites,handbooks, prospectuses, templates, etc.).

d. "Confidential Information" means any and all information which is disclosed by one Party tothe other hereunder and identified as Confidential Information at the time of disclosure. ConfidentialInformation shall include, at a minimum: (a) all information protected by FERPA and/or Title IV ofthe Higher Education Act (as amended), (b) Company ProvidedMaterial, and (c) University ProvidedMaterial. Confidential Information shall not include information: (i) that wasknown by the receivingParty, as shown by written documentation, other than as a result of a prior confidential disclosure tosuch Party; (ii) that is in the public domain through no fault or omission of the receiving Party; (iii)that is obtained from a thirdparty free from anyobligation of confidentiality to the disclosing Party;(iv) that is created or developed by the receiving Party, without use of the Confidential Information ofthe disclosing Party, by persons who did not have access to the disclosing Party's ConfidentialInformation; or (v) is required by law or legal process to be disclosed to a third party.

e. "E-Learning Program(s)" mean(s) the set of E-Learning Program Courses and other curriculumitems which make up the distance learning degree and/or certificate program of study for theUniversity.

f. "E-Learning Program Course(s)" mean(s) the individual course offerings designed to fulfill aparticular set of learning objectives and other University requirements necessary to complete the E-Learning Program.

g. "Effective Date" means the effective date for each E-Learning Program as set forth in theapplicable Program Term Sheet.

h. "E-Learning Project" means the collaborative development and distribution of the E-LearningPrograms referenced in the Program Term Sheets which are to be conducted by the Company and theUniversity pursuant to this Agreement. The E-Learning Project shall include, without limitation, the

Eastern KentuckyUniversity OnlineEducation SystemMaster Agreement - Final Page1 of 14

02/08/2013 15:17 Office of the Provost (FAX)859 622 8136 P.001/002

AMENDMENT TO EXHIBIT A-l PROGRAM TERM SHEET

THIS AMENDMENT TO EXHIBIT A-l PROGRAM TERM SHEET

("Amendment") is enteredintoby andbetweenEmbanet-Compass Knowledge Group Inc.("Company"), successor m interest to Compass Knowledge Group, LLC ("Compass"), andEastern Kentucky University ("University"), effective as ofdate ofthe last signature below("Effective Date"). CompanyandUniversitywill be singularly referred to herein as a "Party"and collectively as the "Parties."

WHEREAS, Compassandthe Universityentered intothe Exhibit A-l Program TermSheet effective July 1,2010 ("Program Term Sheet"), forthe University's Master ofScience inSafety, Security, and Emergency Management and related Certificates Program ("e-LeamingProgram"), pursuant to the Online Education SystemMaster Agreement betweenCompassandtheUniversity effective July 1,2010 ("Agreement");

• • WHEREAS, the Parties desire to extend the term ofthe Program Term Sheet on theterms and conditions set form in this Amendment;

NOW THEREFORE, the Partieshereby agree to amend the Program Term Sheet asfollows:

1.

follows:

Section 5 ofthe ProgramTerm Sheet is amended to provide in its entirety as

"5. Term: It is the intent of the Parties that this E-Learning Program and this Program TermSheet shall have an initial term of seven (7) years from May 22, 2006, the original date of thefirst Student enrollment in the e-Learning Program ('Initial Term?). Upon the expiration of theInitial Term, the e-Learning Program and this Program Term Sheet shall renew for an additionalterm of four (4) years ending at the conclusion of the Spring-2 2017 term ('Renewal Term').Thereafter, the e-Learning Program and this Program Term Sheet shall automatically renew forsuccessive four (4) year periods('Additional Renewal Term(s)') unless terminated in writing byUniversity or Company one hundred twenty (120) days prior to the expiration of the RenewalTerm or Additional Renewal Term, as the case may be. The Initial Term, the Renewal Term,and the Additional Renewal Terms shall be collectively referred to as the Term.' The Partiesacknowledge and agree that KRS 4SA.145 applies to this Program Term Sheet and controls theterm thereof. The Parties further acknowledge and agree that this Program Term Sheet and theservices hereunder are subject to the review and approval of the Government Contract ReviewCommittee ofthe Legislative Research Commission ofthe Commonwealth of Kentucky and aresubject to the terms ofa Personal Service Contract pursuant to KRS 45A.695 - .725."

2. Effective on the first day ofthe RenewalTerm, Section 7 ofthe Program TermSheet is amended to provide in its entirety as follows:

"7. Distribution of Instructional FeeRevenne: With respect to the E-Learning Programduring each Enrollment Term, theCompany willreceive as consideration for performing itsduties with respect to the E-Learning Program the percentage ofInstructional Fees ('CompanyDistribution*) and the University will receivethe percentage ofthe Instructional Fees('University Distribution') as follows:EC-EKU MS SSEM PTSAmendment CONFIDENTIAL AND PROPRIETARY Page I of I