Educational Course Updates

EDUCATIONAL COURSE UPDATES AGREEMENT

This Educational Course Updates Agreement (Agreement) is entered into effective as of by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the development, maintenance, and delivery of educational course materials and related instructional services; and

WHEREAS, Client currently offers the Course titled and desires Provider to prepare and deliver specified Updates to ensure curricular accuracy and compliance with applicable academic standards.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Provider shall deliver the Updates specified above, including revision of syllabus, lecture materials, assessments, and ancillary student resources as described in the Detailed Scope of Work. Deliverables shall conform to the schedule set forth in the Payment Terms and shall comply with prevailing pedagogical standards.

PAYMENT TERMS

All fees are exclusive of applicable taxes. Client shall pay all undisputed amounts within the timeframes set forth in the Payment Schedule. If Client fails to pay any undisputed amount when due, Provider may suspend work after providing at least days' written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice specifying the breach. Either party may also terminate for convenience upon providing days' written notice. Upon termination, Client will pay Provider for all work performed and reasonable wind-down costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, instructional, student, technical, or financial information disclosed in written, electronic, or oral form. Each party agrees to (a) use Confidential Information solely for the performance or exercise of its rights under this Agreement; (b) restrict disclosure to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses for its own comparable confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach by the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates, at the disclosing party's expense, in seeking protective measures.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Provider retains all right, title, and interest in pre-existing materials and methodologies used in creating the Updates. Provider grants Client a non-exclusive, non-transferable, perpetual (or as otherwise agreed) license to use the delivered Updates for Client's internal educational purposes only. Any use beyond this scope requires Provider's prior written consent and a separate license fee.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the Updates will materially conform to the Scope of Work for a period of 45 days following delivery. Except for this warranty, Provider provides the Updates "AS IS" and disclaims all other warranties, express or implied. To the maximum extent permitted by law, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES AND CONTACTS

Notices under this Agreement shall be in writing and delivered to the contacts specified above or to such other addresses as the parties may designate in writing. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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