Proctoring Policy Agreement

PROCTORING POLICY AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the business of administering, monitoring and proctoring examinations and assessments, including in-person, live remote, and automated proctoring technologies; and

WHEREAS, Client requires proctoring services for one or more assessments delivered to Candidates and desires to retain Provider to perform those services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Provider shall supply proctoring services for examinations identified and scheduled by Client, including candidate identity verification, exam environment checks, monitoring during test administration, secure delivery and retrieval of exam content, and incident reporting. Specific deliverables, modalities, and candidate volumes are set forth below.

Proctoring Procedures

Provider will follow documented procedures to verify Candidate identity, secure testing environments, and monitor Candidate activity. Provider may use video, audio, screen capture, browser lockdown, and motion detection consistent with the modalities selected by Client below. Provider retains discretion to apply established escalation procedures when irregularities or suspected violations occur.

In-person proctoring

Live remote proctoring

Automated (AI-assisted) proctoring

Candidate Obligations and Conduct

Client shall ensure Candidates are informed of applicable rules and required materials prior to test administration. Candidates must provide photographic identification when requested, maintain a clear testing environment, and comply with proctor instructions. Provider may remove a Candidate from a session for noncompliance, suspected fraud, or unsafe conduct and will deliver an incident report to Client.

Data Handling and Privacy

Provider will collect and retain Candidate personal data and monitoring records only as necessary to perform services. Provider shall safeguard such data using industry-standard administrative, technical, and physical safeguards. Provider shall not use Candidate data for purposes unrelated to the provision of proctoring services without Client's prior written consent.

Client confirms Candidates will be provided notice that audio, video, screen capture and related data may be recorded and retained in connection with proctoring services.

Payment Terms

Client shall pay Provider the fees specified below in consideration for services rendered. Unless otherwise stated, amounts are exclusive of applicable taxes.

If Client fails to pay undisputed amounts when due, Provider may suspend services after providing not less than fourteen (14) days' written notice, without prejudice to Provider's right to recover fees and costs.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this section, continues through the End Date. Either party may terminate for material breach if the breaching party fails to cure such breach within the Notice Period following receipt of written notice.

Start Date:    End Date:

Upon termination, Client shall pay for all services rendered through the effective date of termination and any non-cancellable costs reasonably incurred by Provider.

Confidentiality

Each party shall treat Confidential Information of the other party as confidential and shall not disclose it except to employees, agents, or subcontractors with a need to know and who are bound by obligations of confidentiality no less restrictive than those herein. Confidential Information excludes information that is or becomes publicly available other than by breach of this Agreement, is independently developed, or is rightfully received from a third party without restriction.

Provider may disclose Confidential Information to the extent compelled by law, provided Provider gives Client prompt notice and cooperates with Client's efforts to limit the disclosure.

Limitation of Liability and Indemnification

Each party's liability for damages arising out of this Agreement shall be limited to direct damages and shall not exceed the fees paid or payable to Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages. Client shall indemnify Provider for claims arising from Client's exam content, instructions, or Candidate misconduct, and Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct.

Compliance and Incident Reporting

Provider will report suspected breaches, irregularities, or security incidents related to exam administration to Client within twenty-four (24) hours of discovery and provide a written incident report within a reasonable time. Parties shall cooperate in investigating incidents and taking corrective measures.

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, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail, return receipt requested.

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