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Master Services Agreement

2017 Schedule D - Academy Site







1.1 Client Academy Site means the online e-commerce training site that is a sub-directory of Company’s Academy Site.

1.2 Client Courses means courses developed solely by Client.

1.3 Company Courses means online courses which are built by Company from Company’s course Content and which are solely owned or licensed by Company and sold on the Client Academy site.

1.4 Company Intellectual Property includes the Client Academy Site and Company Courses.

1.5 Subscription Services means the Client Academy Site that Company will create, maintain, support and host on behalf of Client.



2.1 Grant of Rights. During the Term, and subject to the terms and conditions set forth herein, Client hereby grants to Company a license to (i) sell the Client Courses through the Client Academy Site, and (ii) sell the Client Courses as part of Company’s learning management system subscription agreements (Subscription Agreements) and on Company’s Academy Site. Nothing contained in this Schedule shall prevent Client from continuing to use or present the Client Courses within its own communities and constituents.

2.2 Company Responsibilities. Company will be responsible for the initial set-up of the Client Academy Site, including adding Client logo and Client Courses for initial site branding as Client Academy Site. Initial implementation covers training of Client on how to utilize the available administrative controls and functions for the Client Academy Site including adding Client Courses, pricing, and course packaging in bundles if desired.

2.3 Annual Maintenance. Company will manage hosting services for the Client Academy Site and perform maintenance once every twelve (12) month period, which may include minor HTML and course catalog updates as necessary.



3.1 Revenue Share. During the Term of this Schedule, Company shall make quarterly payments to Client in accordance with the following table: 




Client Revenue Share (%)

Affiliate Share

Any Course

10% of Collected Revenue*

Royalty Share

Client Course

70% of the Collected Revenue minus the Affiliate Share

*Collected Revenue is defined herein as amount actually collected by Company from the sale of any course, less any discounts, chargebacks, transaction fees, third party license fees, Sponsorship Fees, or credits.


3.2 Revenue Share Payments and Accounting. Company will maintain or cause to be maintained a complete set of records, statements and accounts concerning the sale of Company Courses and Client Courses on the Client Academy Site. Following the close of each calendar quarter during the Term, Company will pay Client the Revenue Share for that calendar quarter due and owing to Client, net sixty (60) days, after the close of that calendar quarter, accompanied by a report evidencing Company’s calculation of Revenue Share for that quarter. All books and reports related to the sale of Company Courses and Client Courses on the Client Academy Site will be open and available no more than once per year during regular business hours and upon reasonable request, but no less than ten (10) business days, for inspection by Client.

3.3 Annual Maintenance Fee. Client agrees to pay an annual maintenance fee as defined in the Ordering Document, billable at the commencement of each twelve (12) month period during the Term of this Agreement. The Annual Maintenance Fee entitles the Client to: ongoing Client Academy Site hosting, ongoing client Academy Site engineering and User support, ongoing secure transaction processing, periodic updates to the Client Academy Site copy and graphics, and periodic updates to the Client Academy Site’s catalog (course additions and removals). Client will be entitled to up to eight (8) hours of updates to the Client Academy Site copy, graphics, and catalog during each twelve (12) month period. Any additional hours, maintenance, or feature requests needed by Client will be reflected in additional Ordering Document to be mutually agreed upon and executed by both parties.



4.1 Client’s Representations and Warranties. Client hereby represents and warrants that Client is the exclusive owner of all right, title, and interest in the Client Courses and has full power to enter into this Agreement and Schedule D and make the grants hereof; that the Client Courses do not invade any right of privacy nor infringe upon any trademark, right of publicity, statutory or common law copyright, or any other right of any third party; and that all procedures, formulae, and/or instructions contained in the Client Courses, or referenced by the Client Courses, are accurate and complete and will not cause any harm or injury of any kind to any user of such procedures, formulae, and/or instructions; and unless otherwise explicitly provided herein, that any resemblance of any characters in the Client Courses to actual persons, whether such actual persons are living or dead, is unintentional and purely coincidental, and to the extent that characters in the Client Courses intentionally resemble actual persons, whether such actual persons are living or dead, Client has lawfully obtained a valid written release from such actual person(s), or their heirs, as applicable. On Company’s request, Client shall furnish to Company documentation establishing that Client is the exclusive owner of all right, title, and interest in and to the Course Content.