Fifth Addendum to Master Services and License Agreement between Bridgepoint Education and eCollege.com

This Addendum (“Addendum”) to the Master Services and License Agreement between Bridgepoint Education, Inc. (“Customer”) and eCollege.com (“eCollege”) for the delivery of online courses, dated September 29, 2009 (the “Agreement”), is entered into as of the date of the last signature set forth below.

WHEREAS, Customer and eCollege previously entered into the Agreement; and

WHEREAS, the parties wish to amend the Agreement as more specifically set forth below.

        

NOW THEREFORE, in consideration of the promises, mutual covenants and agreements contained herein, and

other good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:

the following time periods a “Contract Year” under the agreement:

The term of the Agreement shall be renewed automatically for successive periods of one (1) year each (each a "Renewal Term" and a “Contract Year”) after the expiration of the Initial Term and any subsequent Renewal Term, unless eCollege provides Customer, or Customer provides eCollege, with a written notice to the contrary

at least six (6) months prior to the end of the Initial Term or any Renewal Term.

September 30, 2017.

established record retention and information security policies and consistent with all of the restrictions and other provisions of this Agreement. For so long as such records remain in eCollege’s possession, eCollege will maintain and store such records (including back-up copies) in a secure location. In addition, eCollege shall provide to Customer, upon request, updates with respect to the types of information that is being archived, the location of such information, and any third parties that have access to such locations and/or information. eCollege also warrants that it has implemented systems and procedures to prevent unauthorized access (including without limitation a system that immediately alerts eCollege of when an intrusion or other unauthorized access is detected), and will maintain such systems and procedures to protect the eCollege System from unauthorized access or intrusion during the term of the Agreement. eCollege will employ appropriate safeguards to ensure that Student Data and other Customer Information is protected while employees work from home or remotely.

Customer’s Student Data or other Customer Information, (b) the Student Data or other Customer Information is subject to any unauthorized disclosure, loss, theft or damage, or (c) the Student Data or other Customer Information is reasonably believed to have been compromised, subject to unauthorized access, lost or damaged

(collectively an “Event”), then eCollege will provide notice to Customer within at least twenty-four (24) hours of such determination, and shall immediately schedule a conference call with Customer to further discuss the

Event. Such notice to Customer shall include, without limitation, the following information (to the extent

available): (i) the date, nature and scope of the Unauthorized Access; and (ii) the extent or level of impact on Customer or its students associated with the Unauthorized Access. eCollege will use its best efforts to prevent any further Unauthorized Access. Upon request, Customer may review eCollege’s incident management procedures from time to time and may request changes to such procedures as reasonably necessary to permit Customer to comply with applicable legal requirements relating to notice of security breaches.

and/or material exceptions identified by eCollege, by January 15 of each year. eCollege may, in its discretion, substitute a Type II SOC 1 Report instead of the Agreed Upon Procedures report in any given year.

IN WITNESS WHEREOF, the persons executing this Addendum for and on behalf of the parties hereto represent

that they are fully authorized to do so for and on behalf of their respective principals.

    

each eCourse Credit Online Course, Hybrid Online Course or eCompanion Online Course (the "Census Date").    In the case of eCourse Non-Credit Online Courses, the Census Date shall be the start date. An enrollment will be counted if at the Census Date the student has been issued a password by eCollege to access Courseware pursuant to enrollment procedures agreed to between eCollege and Customer, and if eCollege has not received written notification from Customer prior to the Census Date that the student has withdrawn from the applicable course.

the Initial Term or a Renewal Term, excepting (i) termination by Customer for breach of this Agreement by eCollege, (ii) termination by eCollege as set forth in Section 22 of this Agreement, or (iii) termination as specified in Exhibit 4 to this Agreement, Customer shall pay all remaining eCourse Minimum Technology Service Fees due for the then remaining term of this Agreement; provided, however, that in no event shall Customer be required to pay any applicable remaining eCourse Minimum Technology Service Fees in advance of when such fees would have otherwise been due and payable had the Agreement not been terminated. For purposes of clarification, only the baseline Technology Service Fees for eCourse Credit Online Course enrollments shall count towards Customer’s eCourse Minimum Technology Service Fees commitments (i.e. Technology Service Fees associated with other types of Courseware, as well as fees for add-on products such as Content Manager, Enterprise Reporting, Learning Outcome Manager, ExamGuard, ePortfolio, Third Party Services and ClassLive Pro shall not count towards the eCourse Minimum Technology Service Fees commitments unless expressly provided for in this Agreement or any applicable addenda thereto).

2)    Technology Service Fee Schedules. Customer shall pay eCollege Technology Service Fees as follows:

The Technology Service Fee for each eCourse Credit Online Course enrollment in a particular Contract Year will be established based on Customer’s projections for its total eCourse Credit Online Course enrollments for that Contract Year, in accordance with the table below. For example, if Customer projects 386,000 eCourse Credit Online Course

enrollments in a particular Contract Year, the Technology Service Fee for eCourse Credit Online Courses for that Contract Year shall be $[***] per enrollment. Customer is required to notify Pearson of its projected enrollments 45 days prior to the start of each Contract Year. Additionally, Customer may adjust its enrollment projections once per calendar quarter and Pearson will bill the new rate for all terms that have a start date in the calendar quarter subsequent to the submission of the adjusted enrollment projections (which must be made at least 15 days prior to the start of that subsequent calendar quarter). If at the end of a calendar quarter, actual enrollments are off by more than one tier from the tier indicated by the applicable enrollment projection, Pearson may, in its sole discretion, select the appropriate enrollment tier for the remainder of that Contract Year. In such instances, Pearson’s selection must

be within one tier of the actual enrollments achieved in the previous quarter. If Customer fails to give eCollege written notice of its projections at least 45 days prior to the start of the applicable Contract Year, the Technology Service Fee for each eCourse Credit Online Course enrollment in that Contract Year will be established based on the total eCourse Credit Online Course enrollments for the prior Contract Year. For example, if Customer attains 386,000 eCourse Credit Online Course enrollments in a particular Contract Year and fails to give eCollege the appropriate projections notice as described above, the Technology Service Fee for eCourse Credit Online Courses for the following Contract Year shall be initially set at $[***] per enrollment. All projections provided by Customer under

this Section 2(a) must be provided in writing to the then current Pearson Account Executive.

Depending on the enrollment tier selected and actual enrollments achieved, Pearson may owe a credit, or Customer may owe a shortfall payment to account for the difference between the fees assessed at projected enrollment tiers

(to the extent the initial enrollment tier was adjusted during that Contract Year) for that Contract Year and the actual enrollment tier achieved for that Contract Year. At least twice per Contract Year, on March 30 and September 30, Pearson will calculate total enrollment fees owed based on the actual enrollment tier achieved and determine if a shortfall or overpayment occurred. In addition, either party may request the shortfall/overpayment also be calculated and processed effective June 30 and December 30. This request must be made in writing no later than 30 days prior to the applicable quarter end. The calculation will be completed by Pearson within 15 days after the last Census Date for terms that had a start date within the applicable time period.

If Pearson owes Customer a credit, a credit memo will be provided that will be applied to other invoices owed to Pearson by Customer. If Pearson owes Customer and the Agreement has either expired or been terminated before such a credit can be applied against other invoices,, then Pearson will issue Customer a refund of the credited amount. If, in the same situation, Customer owes Pearson, an invoice will be issued for the shortfall to Customer.

In all instances, final reconciliation shall occur at the end of the applicable Contract Year, which may result in the reversal of credits or additional payments made during prior reconciliations during that Contract Year.

* These tiers will be viewed on a pro-rata basis for purposes of assessing enrollment tier achievement prior

to the end of the applicable Contract Year (e.g. with respect to tier 2, if assessed at the end of the third calendar quarter during a particular Contract year, the appropriate range for enrollment tier attainment would be 150,001 - 175,000 enrollments).

$[***] per node); use as a supplement to courses delivered via video and/or audio teleconferencing.

Up to 2 Weeks following Online Course Period - no additional charge

2 - 6 Weeks following Online Course Period - an additional 50% of the Technology Service Fee

Greater than 6 Weeks - an additional 100% of the Technology Service Fee

and Services.

will be provided on a 24 hours a day, 7 days a week basis.  Customer will notify eCollege in writing of any change in Customer’s Help Desk Representatives.

software or issues related to user inexperience with systems and settings other than the eCollege System.

of yearly Gateway maintenance. These hours may be used for tasks requested by Customer to update the existing campus pages not accessible under Campus Author and update content that cannot be loaded under Campus Author (graphics, etc.), and is restricted to work completed by eCollege’s Campus Development team. Note that this does not include (i) any changes Customer’s Client Services Consultant can make on Customer’s online campus such as setting up and modifying term information, editing course catalog information and modifying recipients of the various emails, or (ii) major changes and updates to Customer’s online campus, for example an art design overhaul, new fields added to registration (and therefore the registration emails and flat files) or new pages added to the public side campus.

from the date the implementation activities for Content Manager are determined by eCollege, in its reasonable discretion, to be complete.

•10 Consumer named user accounts

•5 Business Intelligence Author named user accounts