<p> Confidential and Proprietary Kryterion, Inc. Page 1 of 5 KRYTERION PILOT PROGRAM AGREEMENT This Pilot Program Agreement (“Agreement”), effective as of ______, ______ (the “Effective Date”), is entered into, by and between Kryterion, Inc, a Delaware corporation (“Kryterion”), and ________________, a _______ corporation (the “Client”). The Company and the Client are individually referred to herein as a “Party” and collectively as the “Parties.” This Agreement sets forth the terms under which the Client may access and use the Kryterion On-Line Proctoring (“OLP”) technology for purposes of a limited evaluation of its features and operations. The Pilot Program is offered in conjunction with an NDA agreement attached hereto as Exhibit A. The Client agrees to the following terms and conditions: 1. License Grant KRYTERION hereby grants the Client a limited, revocable, non-exclusive, non-transferable, non-sub licensable license, only for the Evaluation Period, to deliver a maximum of one course, and comprising no more than three test forms. The evaluation period will commence on ____________ and end _____________, although extensions may be granted based on mutual agreement between Client and Kryterion. All items entered into and delivered via Webassessor will be the responsibility of the Client and any data extractions will be manual. Limited customization of Webassessor will be available during the term of the Pilot Program and any special needs outside of this limited license will result in additional fees. All written and electronic user's guides, specifications and other documentation related thereto ("Documentation"), is available for the sole purpose of evaluating and testing OLP and nothing in this Agreement should be construed as granting any right to receive any maintenance services, updates, or upgrades from KRYTERION. The Client will be responsible for creating test taker accounts, as well as helping test takers register for test sessions. Test takers will have access to the OLP System during the Evaluation Period enabling them to biometrically enroll and schedule exams. Exam periods and proctor hours must fall between are 8:00 a.m. to 12:00 a.m. (PST). 2. Fees The fees for the Pilot Program include a $5,000 setup fee, and a test delivery fee of $30 for up to a two hour testing period. All invoices are net 30 and the setup fees are due immediately upon execution of this agreement. All test delivery fees are invoiced monthly. 3. Term The term of this Agreement and the license rights granted hereunder will commence upon execution of this Agreement and will continue for the greater of 120 days or any period otherwise agreed in writing by Kryterion ("Evaluation Period"), after which the license will automatically terminate and the Client will lose access to the OLP technology. In the event the Client is currently under contract with Kryterion in another capacity, this agreement will not supersede the original agreement and any previous services will continue without interruption. This Agreement may be terminated at any time. This license will also terminate automatically upon the Client’s failure to comply with any of the terms of this Agreement. Upon termination of this Agreement, the Client agrees to promptly destroy all printed copies and delete all electronic copies of any Documentation. 4. Responsibilities The responsibilities of the Client and of Kryterion are defined in the Statement of Work (SOW), Exhibit B. The success criteria for the Pilot Project herein is defined as: _____________________________________________________________________________________________________ _______. 5. Proctor Action and Test Taker Messaging Actions that Kryterion Online Proctors will take under various circumstances during the test taker session are defined in the OLP Actions Definitions. 6. Computer System and Testing Requirements Testing workstation system, the video and audio and the testing environment requirements are defined in the OLP System Requirements document. 7. Technical Support Kryterion will provide the Client with limited technical support during the Evaluation Period as follows: (a) telephone support for Client administrators during Kryterion regular business hours, which are from 8 a.m. to 6 p.m. PST, Monday through Friday (excluding U.S. holidays). Kryterion will exercise reasonable efforts to resolve the issue at the time of the call and will respond within 2 business days after receipt of e-mail support inquiries. Test takers may access an OLP support representative per the terms of this agreement as defined herein. The support number for test takers is posted on their test screen in the event they have issues and need assistance. 8. Ownership Kryterion owns and retains all rights to the OLP Technology and Documentation and is not specifically granting herein any copyright and other intellectual property rights. This Agreement transfers to the Client neither title to nor any proprietary or intellectual property rights in or to the Documentation or the Software, or any updates or upgrades thereto or derivative works thereof, or any copyrights, patent rights, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein. 9. Restrictions To the maximum extent permitted by law, the Client may not: (i) reverse engineer, decompile, or disassemble OLP or otherwise attempt to derive the source code; (ii) rent, lease, loan, sell, sublicense, distribute, transmit or otherwise transfer Webassessor to any third party, or permit its use by any third party other than the Client test takers or prospective test takers; (iii) make any copy of or otherwise reproduce it or any portion thereof, except for those copies necessarily made by the server that is running the Software or otherwise necessary for use of the Software in accordance with this Agreement; or (iv) make any modifications, enhancements or improvements to or otherwise create derivative works. 9. Client’s Obligations The Client will be solely responsible for the following: (i) providing all hardware, software, networking and communications capabilities required for use of OLP; (ii) at all times use OLP in accordance with the Documentation and any other written instructions provided by Kryterion; (iii) at all times comply fully with any and all relevant laws, rules and regulations related to the Client’s use of OLP; and (iv) without limiting the foregoing, at all times complying fully with all applicable laws, rules and regulations of the United States governing the export of software ("Export Laws"), to assure that neither the Software or any direct product thereof is (1) exported, directly or indirectly, in violation of the Export Laws; or (2) is used or intended to be used for any purpose prohibited by the Export Laws. 10. Indemnification The Client will indemnify, defend, and hold Kryterion harmless from and against any and all third-party claims arising from, in connection with, or related in any way, directly or indirectly, to: (i) the Client use of OLP, the Documentation, or any other materials furnished under this Agreement; or (ii) the Client’s breach of any of the terms of this Agreement. The Client further agree to indemnify, defend, and hold Kryterion harmless from and against any test aids used by a testtaker that are not listed as test aids monitored by Kryterion, hereto attached as Exhibit C. 11. Limitation of Liability The Client is not entitled to receive damages from Kryterion for any cause relating to this Agreement, to the Client use of OLP, to any services provided by Kryterion hereunder, or to any services provided by any third party in connection with the Client use of Webassessor .In addition, in no event will the Client be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Kryterion or with the distribution, operation, development, or performance of Webassessor or any other Kryterion products. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KRYTERION BE LIABLE TO THE CLIENT FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE CLIENT’S USE OF (OR ANY INABILITY TO USE) THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL KRYTERION BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 12. Disclaimer of Warranty TO THE MAXIMUM EXTENT PERMITTED BY LAW, KRYTERION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND ON THE SOFTWARE, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS BETWEEN THE PARTIES.KRYTERION WILL HAVE NO LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO CUSTOMER'S USE OF THE SOFTWARE OR THE DOCUMENTATION.KRYTERION DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 13. General Provisions (a) Governing Law: Arizona law will govern this Agreement and the transactions it contemplates, without reference to rules regarding conflicts of law. (b) Severability: If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way. (c) No Assignment: The Client may not assign this Agreement or any of the rights granted by Kryterion hereunder, in whole or in part, without the prior written consent of Kryterion, and any attempt to do so will be void. This Agreement will be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns. (d) Acknowledgement and Exclusivity: THE CLIENT ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE CLIENT FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE CLIENT AND KRYTERION, AND THAT IT SUPERCEDES ANY PROPOSAL, PRIOR AGREEMENT OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN THE CLIENT AND KRYTERION RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, ALL OF WHICH ARE EXPRESSLY MERGED HEREIN.THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES.NO ACT, DOCUMENT, USAGE OR CUSTOM WILL BE DEEMED TO MODIFY OR AMEND THIS AGREEMENT IN ANY WAY. (Client Name) Kryterion Inc. ______________________________ ________ ______________________________ ________ By its Date By its Date Exhibit A CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Agreement, dated the ______ day of ___________ , 2009, by and between Kryterion Inc., a corporation organized and existing under the laws of Delaware (the “Company”), and ______________________ a corporation organized and existing under the laws of ______________________ (“Receiving Party”). The Company and the Receiving Party are interested in pursuing a potential business relationship and prior to and during any such relationship, it may be necessary for the Company to disclose information considered to be proprietary and/or confidential (hereinafter referred to as “Information”) of the Company to the Receiving Party. The Company demands that such Information be used solely for the purpose of the business relationship, between the Receiving Party and the Company. The Receiving Party acknowledges that the Information is a special, valuable, and unique asset of the Company. The Receiving Party, together with any other interested individual, and/or associate, and/or partner, and/or officer or director of the Receiving Party, agrees to retain in total confidence all Information he/she/they may receive from the Company, in discussions and communications or through the performance of his/her/their duties, including the fact that discussions of any nature have taken place, or will take place. The Receiving Party agrees to use the same degree of care to protect the Information received from the Company as it would employ with respect to its own information of like importance, which it does not desire to have published or disseminated. In order to ensure that Information disclosed by the Company to the Receiving Party is used as set forth herein, the Receiving Party agrees as follows: 1. The Receiving Party acknowledges that the Company may provide the Receiving Party with Information including trade secrets which may concern the nature of the Company business and operations, plans and/or proposals, and the Receiving Party agrees that the disclosure of such Information to the public, or to any other person or company, or the use by the Receiving Party of any such Information for any purpose other than in the normal course of the business relationship with the Company and unless authorized by the Company, in writing, the Receiving Party will not release or divulge any trade secrets or Information to any competitor of the Company, or any other person, firm or corporation, government, or past/present/future employers, or any past/present/future associates, for any reason whatsoever, or obtain any benefit therefrom, directly or indirectly. 2. The Receiving Party will at no time reproduce, for any reason whatsoever, in any manner, any Information provided to the Receiving Party by the Company, without the prior written approval of the Company. 3. All Information that may be provided by the Company to the Receiving Party, shall remain, at all times, the sole property of the Company, and shall be returned to the Company, at the Company’s request. 4. Should the Receiving Party breach any terms of this Agreement, the Company shall have the right to seek financial damages, as well as costs, through whatever legal means are available to the Company, and the Receiving Party agrees it indemnify the Company and hold the Company harmless from any and all damages or costs incurred, as a result of any breach of this Agreement, by the Receiving Party, or any other interested individual, and/or past/present/future associate, and/or past/present/future partner, and/or officer or director of any firm or corporation, or any past/present/future employers, of the Receiving Party. 5. Notwithstanding the preceding paragraphs, the Receiving Party shall not be forbidden to make use of Information which is now available or becomes available to the public without breach of this Agreement, is released in writing by the Company, or is obtained from a third party or parties having no obligation of confidentiality with respect to such information. 6. The foregoing represents the entire Agreement, subject to any further written agreements and/or covenants, at a later date. (Client Name) Kryterion Inc. ______________________________ ________ ______________________________ ________ By its Date By its Date </p>