Course Development and Management Services and License Agreement

Subject Matter Experts. IAS will provide the Subject Matter Experts ("SMEs") in ICD10 and coding for IAS' CODESMARTTm program and the content for the CodeSmartTM online courses. The SMEs for each CodeSmartTM online course will be motivated and prepared to develop and provide engaging course content to FIU's instructional designers. The SMEs will be the authority and source of all subject matter related course content. IAS or the SME will provide all course content including the following items:

ii.

All technology licenses required to maintain and support the online courses developed by FIU for IAS during the term of this Agreement.

FIU's Duties. FIU will provide logistics (i.e., classroom space, AN equipment) and administrative support for the on-site CodeSmartTM program held at FIU locations in Miami-Dade and Broward counties. FIU will handle the registration process, collect the on-site course fees, and provide a report to IAS in the same manner as provided for the online courses above.

IAS's Duties. IAS will deliver speakers and curriculums for the on-site CodeSmartTM program. The number of speakers and on-site events will be mutually agreed upon between IAS and FM at the beginning of each calendar year. IAS is responsible for course content and for providing and paying for the instructors to teach the CODESMARTTm on-site program.

Ownership of Course Content. IAS will own all of the online learning content created pursuant to this Agreement. IAS grants to FIU, its employees and agents, during the term of this Agreement, a license to use the IAS CodeSmartTM program curriculums delivered on-line and/or on-site, 1CD10 subject matter expertise, and CODESMARTTM certification. Title to the IAS CodeSmartTM program ("Licensed Materials") is and shall, at all times, remain with IAS. The Licensed Materials are trade secrets and are proprietary property of IAS. FIU, its employees and agents will use reasonable efforts to keep the Licensed Materials confidential with the same care and consideration as it uses with its own confidential, trade secret and proprietary information. FIU agrees not to destroy or remove any proprietary markings or any other copyright from any of the Licensed Materials. FIU's obligation under this section will survive the expiration or termination of this Agreement.

Third Party Use of CodeSmartTM Program. No other entity may offer the CodeSmartTM online courses or program developed pursuant to this Agreement unless agreed to by both parties in writing. If the CodeSmartTM online program is licensed to a third party entity, then IAS will pay FIU 50% of the revenue received by IAS as a result of the third party's use of the CodeSmartTM online courses or program. Both lAS and FIU are entitled to continued compensation notwithstanding the termination or expiration of this Agreement.

This Agreement may be terminated by either party upon the occurrence of any Event of Default (as defined herein), the non-defaulting party may terminate this Agreement by providing ninety (90) days prior written notice of its intent to terminate to the breaching party. Such notice of intent to terminate shall be effective ninety days from the date the notice of intent to terminate was received by the breaching party unless the breaching party remedies such breach within the ninety day notice period. Events of Default shall include, but are not limited to: (a) a material breach of this Agreement by a party; and (b) non- payment of fees when due. Notwithstanding the above, if there are registrants enrolled in courses or seminars that are in progress, such termination shall not be effective until such courses or seminars are completed ("effective date of termination").

b.

Upon termination, FIU will provide IAS with all files and documents created for and utilized in the CodeSmartTM online courses. Some course features require product licenses to operate; therefore, upon termination, it is IAS's responsibility to obtain such licenses. FIU's duty to maintain and support the courses ceases on the date of termination. Upon termination, any fees collected by FIU for work not completed will be returned to IAS and conversely any outstanding payments for work completed by FIU will be paid to FIU by IAS, unless otherwise agreed upon by both parties.

Upon the expiration or termination of this Agreement by either Party, each Party will return all Confidential Information disclosed to it, or, to the extent permitted by law, destroy such Confidential Information and certify in writing to the originating party such destruction has been effected. Both parties and their subcontractors' obligations hereunder regarding Confidential Information shall survive the return or destruction of such Confidential Information or termination of this Agreement.

Indemnification/Copyright and Intellectual Property. If IAS uses copyrighted materials or documents not owned by IAS ("Copyrighted Materials") in the CodeSmartTM online courses or on-site courses related to this Agreement, IAS represents and warrants that IAS owns, or is licensed to use and to authorize others to use, the Copyrighted Materials. IAS will, at its expense, defend any suit brought against FIU and will indemnify FIU against an award of damages and costs made against FIU by a settlement or final judgment of a court that is based on a claim that FIU' s use of the Copyrighted Materials infringes a trademark or copyright of a third party. This provision shall survive termination of the Agreement.

Marketing. The marketing efforts of both IAS and FIU will be mutually agreed upon, in writing, at the beginning of each calendar year. Both parties will actively promote and market the CODESMARTTm program.

Assignment or Modification of Agreement. This Agreement may not be assigned or modified by either party except as agreed to in writing and signed by the parties, and this Agreement shall be binding upon the parties' successors and assigns.

Governing Law. This Agreement is governed by the laws of the State of Florida and venue of any actions arising out of this Agreement shall be in the state courts in Miami-Dade County, Florida.

it holds ownership to each CodeSmartTM program's course's content, and any tutorials and programs provided to FIU pursuant to this Agreement (the "Educational Materials") or has the right to use such Educational Materials in performance of this Agreement;

the Educational Materials IAS supplies to FIU and the systems used to supply the Educational Materials does not and will not infringe the proprietary rights of any third party;

at the time of delivery and during the term of this Agreement, IAS has and will continue to apply best efforts to assure that the Educational Materials are in compliance with any and all applicable federal, state, local and industry laws and regulations

any computerized training materials and programs supplied to FIU and the systems used to supply them will not infringe the proprietary rights of any third party.

Intellectual Property - Each party agrees to be responsible for any suit, claim or proceeding in which it is alleged that use of the Materials (as to IAS, Educational Materials and as to FIU, Proprietary Materials) provided to the other party pursuant to this Agreement or any part thereof constitutes or may constitute an infringement or other violation of any patent, copyright, trade secret or other intellectual proprietary or contractual right of a third party. To the extent permitted by law, each party agrees to defend the other party, its directors, officers, employees and agents in such suit, claim or proceeding and to pay and hold it harmless from all related cost expenses, including but not limited to all litigation costs, reasonable attorney's fees, settlement payments and damages awarded or resulting there from. The party subject to the action will, at its option, either replace such material and/or systems as promptly as possible with material and/or systems that perform the same or similar functions acceptable to the injured party but do not infringe upon a third party's right.

Process - If a party is named in any lawsuit or other proceeding for which such party believes it may be entitled to protection hereunder, such party shall promptly give notice thereof to the other party, such notice to include a description in reasonable detail of such lawsuit or proceeding and the basis for such party's belief that it may be entitled to protection hereunder.

Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE LIMITATIONS SHALL NOT APPLY TO LOSSES OR DAMAGES DESCRIBED WHICH ARE DUE TO THE OTHER PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT OR THAT OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, OR BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY HEREUNDER. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED UNDER THIS AGREEMENT.

Injunctive Relief and Damages. In the event of a material breach or threatened material breach by either party of any provision of this Agreement, including, but not limited to, disclosure of either party's Confidential Information, the other party shall be entitled to preliminary and permanent injunctive relief to preserve its rights hereunder and the non-defaulting party shall be entitled to seek and obtain any and all damages allowed by law.

Force Majeure. Neither party shall be in default of this Agreement to the extent that the performance of its obligations under this Agreement is delayed or prevented by reason of an act of God, fire, natural disaster, act of government, restricting legislation, failure of an element of the Internet or Intranet beyond its control or other similar causes beyond its reasonable control provided that such party gives the other party written notice thereof within five (5) days of discovery thereof and uses its best efforts to cure the delay.

Modification of Agreement. Except as otherwise provided herein, this Agreement may be modified only by a writing signed by both parties to this Agreement.

Notices. All notices required by this Agreement shall be in writing and deemed given when delivered in person, or three days after the day of mailing by certified mail, return receipt requested, or two days after delivery to a nationally recognized overnight courier, to the address noted below or to such other person or address as a party may designate in writing from time to time:

Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes any and all prior or contemporaneous agreement, understanding, negotiation or warranty or representation between the parties in connection with the subject matter of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and any Exhibits attached hereto, then the terms of such Exhibit shall prevail.

Authority. The parties acknowledge that any and all necessary meetings and notices or waivers thereof have taken place to approve the terms of this Agreement and it is acknowledged that the signatories executing this Agreement have the authority to execute this Agreement on behalf of their university or company.