Common use of Services Addenda Clause in Contracts

Services Addenda. If the Parties mutually agree to expand certain Services during a Fiscal Year in addition to those described in Exhibit B or the Annual Statement of Work and included in the Direct Cost Charges Budget for such Fiscal Year (including, for example, to provide for the development of Course Materials for Courses and Programs not anticipated at the time of approval of the Direct Cost Charges Budget for such Fiscal Year), or to discontinue or materially change such a Service during a Fiscal Year, the Parties shall enter into one or more services addenda in a mutually agreed upon form (each, a “Services Addendum” and, collectively, “Services Addenda”), which Services Addenda shall be numbered sequentially (e.g., Services Addendum 2021-1, Services Addendum 2021-2, etc.) and will contain all information (including the types of information set forth in the Operating Budget or the Annual Statement of Work, the schedule for completion of new Course Materials for Courses, etc.) necessary to reflect the Parties’ intentions and the increase in, or other impact, if any, on, the Direct Cost Charges resulting from such addition, discontinuance or other change. Each Services Addendum will be effective only when signed by authorized representatives of the Parties, and once finalized and signed by the Parties, shall be incorporated by reference and deemed part of this Agreement. In the event of a conflict between the terms of any Services Addendum and the body of this Agreement, the terms and conditions of this Agreement shall control to the extent of the conflict (unless the Services Addendum, as agreed upon by the Parties, specifically identifies and overrides the conflicting term(s), in which event, the terms of the Services Addendum shall control for such Services Addendum). For the avoidance of doubt, nothing in this Agreement shall obligate either Party to enter into a Services Addendum.

Services Addenda. If the Parties mutually agree to expand certain To add Services during a Fiscal Year in addition to those described in Exhibit B or the Annual Statement of Work and included in the Direct Cost Charges Budget for such Fiscal Year (including, for example, to provide for the development of Course Materials for Courses and Programs not anticipated at the time of approval of the Direct Cost Charges Budget for such Fiscal Year)B, or to discontinue delete or materially change such a Service during a Fiscal YearServices set forth on Exhibit B, the Parties shall enter into one or more services addenda substantially in a mutually agreed upon the form attached hereto as Exhibit C (each, a “Services Addendum” and, collectively, “Services Addenda”), ) which Services Addenda shall be numbered sequentially (e.g., Services Addendum 2021-1C-1, Services Addendum 2021-2C-2, etc.) and will contain all information (including the types of information set forth in the Operating Budget or the Annual Statement of Work, the schedule for completion of new Course Materials for Courses, etc.) necessary to reflect the Parties’ intentions and the increase in, or other impact, if any, on, the Direct Cost Charges resulting from such addition, discontinuance or other change). Each Services Addendum will be effective only when signed by authorized representatives of the Parties, Parties and once finalized and signed by the Parties, shall be incorporated by reference and deemed part of this Agreement. In the event of a conflict between the terms of any Services Addendum and the body of this the Agreement, the terms and conditions of this the Agreement shall control to the extent of the conflict (unless the Services Addendum, as agreed upon by the Parties, Addendum specifically identifies and overrides the conflicting term(s), in which event, the terms of the Services Addendum shall control for such Services Addendum). Notwithstanding anything to the contrary, the term “Services Addenda” will also include any other written documents exchanged by the Parties pursuant to which the Parties agree that Provider will provide Services in addition Confidential Treatment has been requested for the redacted portions of this agreement. The redactions are indicated with three asterisks [***]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission. to those described in Exhibit B to University. For purposes of clarity, the avoidance Parties acknowledge and agree that any and all editions, versions, formats, improvements, enhancements, updates, or other changes of doubtor to the Provider Intellectual Property (including the Platform) (collectively, nothing “Updates”) that (a) are developed by Provider in the ordinary course (whether on Provider’s own initiative, at the specific request of University, or otherwise) in connection with providing the Services hereunder shall be promptly provided to University as part of the Services set forth on Exhibit B to this Agreement Agreement, shall obligate either Party not be deemed to enter into constitute additional Services, shall not require a Services AddendumAddenda, and shall not otherwise result in an additional fee or other charge to University, and (b) are (i) independently developed by Provider otherwise than in connection with providing the Services hereunder (including any such Updates as may be developed in the course of providing services to other third parties), or (ii) developed by Provider, other than in the ordinary course, at the specific request of University, shall, in each case, be deemed to constitute additional Services and, if desired by University, shall require a Services Addenda and shall be subject to additional fees or other charges as mutually negotiated by the Parties.

Services Addenda. If the Parties mutually agree to expand certain To add Services during a Fiscal Year in addition to those described in Exhibit B or the Annual Statement of Work and included in the Direct Cost Charges Budget for such Fiscal Year (including, for example, to provide for the development of Course Materials for Courses and Programs not anticipated at the time of approval of the Direct Cost Charges Budget for such Fiscal Year)B, or to discontinue delete or materially change such a Service during a Fiscal YearServices set forth on Exhibit B, the Parties shall enter into one or more services addenda substantially in a mutually agreed upon the form attached hereto as Exhibit C (each, a “Services Addendum” and, collectively, “Services Addenda”), ) which Services Addenda shall be numbered sequentially (e.g., Services Addendum 2021-1C-1, Services Addendum 2021-2C-2, etc.) and will contain all information (including the types of information set forth in the Operating Budget or the Annual Statement of Work, the schedule for completion of new Course Materials for Courses, etc.) necessary to reflect the Parties’ intentions and the increase in, or other impact, if any, on, the Direct Cost Charges resulting from such addition, discontinuance or other change). Each Services Addendum will be effective only when signed by authorized representatives of the Parties, Parties and once finalized and signed by the Parties, shall be incorporated by reference and deemed part of this Agreement. In the event of a conflict between the terms of any Services Addendum and the body of this the Agreement, the terms and conditions of this the Agreement shall control to the extent of the conflict (unless the Services Addendum, as agreed upon by the Parties, Addendum specifically identifies and overrides the conflicting term(s), in which event, the terms of the Services Addendum shall control for such Services Addendum). Notwithstanding anything to the contrary, the term “Services Addenda” will also include any other written documents exchanged by the Parties pursuant to which the Parties agree that Provider will provide Services in addition to those described in Exhibit B to University. For purposes of clarity, the avoidance Parties acknowledge and agree that any and all editions, versions, formats, improvements, enhancements, updates, or other changes of doubtor to the Provider Intellectual Property (including the Platform) (collectively, nothing “Updates”) that (a) are developed by Provider in the ordinary course (whether on Provider’s own initiative, at the specific request of University, or otherwise) in connection with providing the Services hereunder shall be promptly provided to University as part of the Services set forth on Exhibit B to this Agreement Agreement, shall obligate either Party not be deemed to enter into constitute additional Services, shall not require a Services AddendumAddenda, and shall not otherwise result in an additional fee or other charge to University, and (b) are (i) independently developed by Provider otherwise than in connection with providing the Services hereunder (including any such Updates as may be developed in the course of providing services to other third parties), or (ii) developed by Provider, other than in the ordinary course, at the specific request of University, shall, in each case, be deemed to constitute additional Services and, if desired by University, shall require a Services Addenda and shall be subject to additional fees or other charges as mutually negotiated by the Parties.

Services Addenda. If the Parties mutually agree to expand certain Services during a Fiscal Year Contract Period in addition to those described in Exhibit B or the Annual Statement of Work and included in the Direct Cost Charges Budget for such Fiscal Year Contract Period (including, for example, to provide for the development of Course Materials for Courses and Programs not anticipated at the time of approval of the Direct Cost Charges Budget for such Fiscal YearContract Period), or to discontinue or materially change such a Service during a Fiscal YearContract Period, the Parties shall enter into one or more services addenda in a mutually agreed upon form (each, a “Services Addendum” and, collectively, “Services Addenda”), which Services Addenda shall be numbered sequentially (e.g., Services Addendum 2021-1, Services Addendum 2021-2, etc.) and will contain all information (including the types of information set forth in the Operating Budget or the Annual Statement of Work, the schedule for completion of new Course Materials for Courses, etc.) necessary to reflect the Parties’ intentions and the increase in, or other impact, if any, on, the Direct Cost Charges resulting from such addition, discontinuance or other change. Each Services Addendum will be effective only when signed by authorized representatives of the Parties, and once finalized and signed by the Parties, shall be incorporated by reference and deemed part of this Agreement. In the event of a conflict between the terms of any Services Addendum and the body of this Agreement, the terms and conditions of this Agreement shall control to the extent of the conflict (unless the Services Addendum, as agreed upon by the Parties, specifically identifies and overrides the conflicting term(s), in which event, the terms of the Services Addendum shall control for such Services Addendum). For the avoidance of doubt, nothing in this Agreement shall obligate either Party to enter into a Services Addendum.