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MOODLEROOMS MASTER AGREEMENT

THIS MASTER AGREEMENT (this "Agreement") is made and entered into this 11th day of December, 2009 ("Effective Date"), by and between Moodlerooms, Inc., a Delaware Corporation with a principal place of business located at 1101 E. 33rd Street, Baltimore, Maryland 21218, and ("Client ") State University of New York, Delhi with a principal place of business located at 332 Bush Hall College of Technology Delhi, NY 13753. Moodlerooms and Client are each a "Party" and collectively are the "Parties" to this Agreement.

WITNESSETH:
WHEREAS, Moodlerooms is in the business of providing hosting, training, support, and Web application development services relating to, among other things, the design, development, evaluation, maintenance and modification of software, database, websites and ecommerce applications on the Internet;
WHEREAS, Client desires to engage the services of Moodlerooms, to perform certain Moodle related tasks, which may be agreed to between the Parties, in the form of the initial Work Statement attached hereto as Exhibit A; and
WHEREAS, Moodlerooms is interested in accepting such engagements(s) with Client, subject to the Parties' further agreement on the scope and terms of each such Work Statement and pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the above recitals which shall be deemed to be a substantive part of this Agreement, and the mutual covenants, promises, representations and warranties hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, Client and Moodlerooms, intending to be legally bound, hereby agree as follows:

  1. DEFINITIONS.


When used in this Agreement and/or any Work Statement issued hereunder, capitalized terms shall have the following meanings:

    1. Code – shall mean computer programming code. Unless otherwise specified, Code shall include both Compiled Code and Source Code. Code shall include any Maintenance Modifications or Basic Enhancements thereto when added to Code in connection with a Work Statement issued hereunder.
  1. Compiled Code – shall mean the machine-readable form of Code.
  2. Source Code – shall mean the human-readable form of Code and related system documentation, including all comments and any procedural code such as job control language.


    1. Deliverables – shall mean all Code, Documentation and other materials developed for or delivered to Client by Moodlerooms under this Agreement and under any Work Statement issued hereunder.
    2. Derivative Work – shall mean a work which is based upon one (1) or more preexisting works, such as a revision, modification, translation, abridgement, condensation, expansion or any other form in which such preexisting works may be recast, transformed or adapted, and which, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement. For purposes hereof, a Derivative Work shall include any compilation that incorporates such a preexisting work.


    1. Documentation – shall mean user manuals or other written materials that relate to particular Code, including materials useful for design (for example, logic manuals, flow charts and principles of operation). Documentation shall include any Maintenance Modifications or Basic Enhancements thereto created by Moodlerooms from time to time, and shall include Major Enhancements thereto when added to the Documentation in connection with a Work Statement issued hereunder.


    1. Enhancements – shall mean changes or additions, other than Maintenance Modifications, to any Work Statement, Code and related Documentation, including all new releases, that improve functions, add new functions or significantly improve performance by changes in system design or coding.


  1. Basic Enhancements – shall mean Enhancements other than Major Enhancements.


  1. Major Enhancements – shall mean changes or additions to particular Code and related Documentation that (1) have a value and utility separate form the use of such Code and Documentation, (2) as a practical matter, may be priced and offered separately from such Code and Documentation and (3) are not made available to any of Moodlerooms' customers without separate charge.


    1. Error – shall mean any error, problem or defect resulting from (1) an incorrect functioning of particular Code or (2) an incorrect or incomplete statement or diagram in Documentation, if such error, problem or defect renders the associated Code inoperable, causes such Code to fail to meet the specifications thereof, causes the Documentation to be inaccurate or incomplete in any material respect, causes incorrect results or causes incorrect functions to occur when any such materials are used.


    1. Maintenance Modifications – shall mean any modifications or revisions, other than Enhancements, to Code or Documentation that correct Errors, support new releases of the operating systems or Moodle with which Code is designed to operate, support new input/output (I/O) devices or provide other incidental updates and corrections.


    1. Work Statement – shall mean a purchase order of Client, a proposal of Moodlerooms or another written instrument that is signed by an authorized representative of each Party and includes the following four (4) items.


  1. The description and/or specifications of the services to be performed and the Deliverables to be delivered to Client;


  1. A cost estimate or quote for the services to be performed and the Deliverables to be delivered to Client;


  1. A time schedule for performance and for delivery of the Deliverables; and


  1. The completion and acceptance criteria for the Deliverables.


  1. SCOPE OF CONTRACT; ADMINISTRATION.


    1. Scope of Contract. The scope of services to be provided to Client by Moodlerooms under this Agreement shall be agreed to and set forth in each Work Statement.


    1. Method of Performing Work. Moodlerooms, in conjunction with Moodlerooms' personnel, shall determine the method, details and means of performing the work to be performed under each Work Statement. Client shall not have the right to, and shall not endeavor to, control the manner or determine the method in which such work shall be accomplished. Client may require, however, that Moodlerooms' personnel observe Client's safety and security, and reasonable workplace conduct policies in effect at the time each work Statement is entered.


    1. Work Statements.


  1. The initial Work Statement agreed to by the Parties is attached to this Agreement as Exhibit A.


  1. Modifications to Work Statements; Additional Work Statements. Notwithstanding Client's rights set forth in Section 2.2, above, any medication to an existing Work Statement or any additional Work Statement may require additional time, personnel, expense, equipment, etc., or a modification to the applicable payment schedule set forth in such Work Statement. All modifications and each additional Work Statement shall be set forth in a prior writing signed by the Parties.


    1. Assignment of Personnel. Moodlerooms shall have the right to select and assign personnel to perform the work to be performed under any given Work Statement.


    1. Scheduling. Moodlerooms shall try to accommodate reasonable work schedule requests made by Client to the extent possible. Moodlerooms agrees to make reasonable efforts to migrate the risk and impact of personnel issues impacting the projects defined by Work Statements under this Agreement. Should personnel be replaced during the course of the Work Statements, Moodlerooms shall bear the cost of training their replacement personnel on the project activities and technology the previous personnel had.


    1. Reporting. Client shall advise Moodlerooms of the individuals to whom Moodlerooms' manager should report progress. Moodlerooms shall advise Client of the individuals performing the services under this Agreement and/or each Work Statement.


    1. Place of Work. In the event work on any Work Statement needs to be performed at Client's office, Client agrees to provide working space and facilities for Moodlerooms' personnel, and any other services and materials Moodlerooms or Moodlerooms' personnel reasonably may request in order to perform such work. Client and Moodlerooms shall develop appropriate administrative procedures for performance of work at Client's site, if any. Client recognizes that there may be a need for training of Moodlerooms' personnel for unique procedures in use at Client's location.


  1. TERM.


    1. Term of Agreement. This Agreement shall be effective on the date first written above and shall continue in effect through the completion of each Work Statement unless otherwise agreed to by the Parties or terminated as provided herein.


    1. Termination of Agreement. Either Party may terminate this Agreement upon delivery of thirty (30) days' written notice to the other Party; provided, however, this Agreement shall continue to remain in effect with respect to any Work Statement already issued hereunder at the time of such termination until such Work Statement is, itself, terminated or performance there under is complete.


    1. Termination of Work Statements. Client may, at its sole option, terminate any outstanding Work Statement upon delivery of thirty (30) days' advance written notice ("Work Statement Termination Notice") to Moodlerooms. Upon receipt of notice of such Work Statement Termination Notice, Moodlerooms shall use reasonable efforts to advise Client of the extent to which work has been performed under the existing Work Statement.


  1. Payment for Partial Work Performed. Notwithstanding anything to the contrary herein, client shall pay to Moodlerooms for parts provided and work performed, including work in progress, through the date of termination of this agreement and/or any Work Statement. In no event shall the Client pay more than the amount that is owed from the Work Statement.


  1. COMPENSATION.


Amounts and modes of payment for all service to be performed and Deliverables shall be set forth with specificity in each Work Statement. Modes of payment shall be one of the following:

    1. Fixed Price. If Moodlerooms quotes a price for particular services or Deliverables, and such price is specified without qualification in the applicable Work Statement, the amount quoted shall be deemed a "fixed price." Unless the particular Work Statement provides for progressive payments or deferral of payment after completion, Client shall pay the full amount of the fixed price upon Moodlerooms' delivery of the specified services of Deliverables, and the delivery of any invoice for such services. Each Work Statement alternatively may provide for payment to be based on a fixed price for certain services to be rendered over a specified period of time. Unless otherwise specified in the given Work Statement, such payment for periodic services shall accrue on a monthly basis and shall be prorated for any partial periods.


    1. Time and Materials. For services and Deliverable that Moodlerooms deems are not suitable for payment on the basis of a fixed price, the Work Statement may provide for payment on the basis of "time and materials" expended on the given project. Payment under this time and materials method shall be determined according to the hourly rates Moodlerooms assigns for Moodlerooms employees which employees hourly rates Client has previously approved and further identified in the Work Statement, from time to time, as provided in a "Statement of Rates" included with each Work Statement. Each Statement of Rates shall be in the form of the initial Statement of Rates attached hereto as Exhibit B.


  1. Time and Materials Subject to Fixed Ceiling. In Moodlerooms' discretion, for certain Work Statements time and materials charges pursuant to the Statement of Rates may be authorized subject to a maximum aggregate amount expected or imposed for particular services or Deliverables. Moodlerooms shall use best efforts to complete the specified services and/or Deliverables for no more than such aggregate amount. Further, should Moodlerooms determine at any time that it may be necessary to exceed such aggregate amount; Moodlerooms shall promptly notify Client in writing. In such notice, Moodlerooms shall set forth Moodlerooms' estimate of the cost to complete the pertinent services and/or Deliverables. Following receipt of such notice, Client may instruct Moodlerooms to (info) halt work with respect to such services and/or Deliverables, in which case services and/or Deliverables, in which case Client shall remain liable for time and materials expended up to that point of time on the given project, (ii) continue on a time and material basis or (iii) to suspend work pending further negotiation of a fixed price for completion.


  1. Statement of Rates. The hourly rates prescribed in each Statement of Rates shall be in lieu of compensation or reimbursement for any costs or burden incurred by Moodlerooms with regard to Moodlerooms' employees, including (without limitation) occupancy, supplies, utilities, payroll, management and overhead.


  1. Client acknowledges that the fees set forth on each Statement of Rates do not include costs for parts and supplies (collectively "Parts") that may be required to complete the work to be performed under a Work Statement. In the event Parts are required, Moodlerooms shall obtain such Parts at Client's sole expense after Moodlerooms obtains prior written approval from Client for the Parts. Moreover, Client shall be responsible for all reasonable costs and expenses incident to the performance of services for Client, after Moodlerooms obtains prior written approval from Client for the costs and expenses incidental to the performance of the Services.


    1. Invoices. Moodlerooms shall submit invoices to Client for payment for work and/or Deliverables at such time or times as payment becomes due under each Work Statement. Invoices shall refer to the Work Statement to which they relate and, if for time and materials charges, shall set forth the names, skill levels and hours for each employee performing the work. Invoices shall set forth reasonable travel and other expenses (if any) authorized in a prior writing by Client for reimbursement. Supporting documentation (such as receipts for air travel, hotel and rental cars) shall accompany any such invoice.


  1. Payment of Invoice. Client shall pay in full each invoice within fifteen (15) days of receipt of such invoice.


  1. RELATION OF PARTIES.


    1. Independent Contractor Status. It is the Parties' intention that Moodlerooms is an independent contractor and not an employee, agent, joint venture or partner of Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Moodlerooms, or any personnel, employee or agent of Moodlerooms.


    1. Non-Exclusive. Moodlerooms shall retain the right to perform work for others during the term of this Agreement. Client shall retain the right to cause work of the same or a different kind ("Other Work") to be performed by Client's own personnel or other contractors during the term of this Agreement. In the event Client has Other Work performed by anyone other than Moodlerooms and such Other Work interferes with Moodlerooms' work on a Work Statement or changes the work to be performed under a Work Statement, Client shall be responsible for the costs incurred by Moodlerooms as a result of accommodating such Other Work after Moodlerooms obtains prior written approval from Client for the costs.


  1. DELIVERY AND ACCEPTANCE


    1. Submission of Deliverables. Moodlerooms shall submit all Deliverables, upon completion, to Client for testing and acceptance. Moodlerooms shall memorialize such delivery in a confirmation letter to Client (each, a "Delivery Confirmation"), which sets forth the nature and condition of the Deliverables, the medium of delivery and the date of such delivery.


    1. Evaluation of Deliverables' Acceptance; Rejection. Unless a different procedure for testing and acceptance is set forth in the given Work Statement, Client, acting in good faith, upon receipt of such Deliverable, shall commence acceptance testing. Upon completion of such testing, Client shall issue to Moodlerooms a notice of acceptance or rejection of the Deliverables. In the event of rejection, Client shall deliver to Moodlerooms Client's reasons for rejecting the specific Deliverable(s) (each a "Rejection Notice"). Upon receipt of a Rejection Notice, Moodlerooms shall have the opportunity to compare Client's reasons for rejection to the applicable Work Statement's requirements. Moodlerooms shall use reasonable efforts to correct any deficiencies, non-conformities or disagreements related thereto. Upon resubmission of modified Deliverables, Client shall reevaluate the modified Deliverable as set forth in this Section 6.2 as promptly as possible.


  1. OWNERSHIP AND RIGHTS.


    1. Ownership of Work Product. The client shall, upon full payment, be given a fully transferable, royalty free, unrestricted, perpetual, worldwide license to the software and associated source code for the project outlined within the work Statements.


    1. Preexisting Works. In the event any Deliverable constitutes a Derivative Work of any preexisting work, the Parties shall ensure that the Work Statement pertaining to such Deliverable so indicates by reference to (1) the nature of such preexisting work, (2) its owner, (3) any restrictions or royalty terms applicable to Moodlerooms' use of such preexisting work or Client's exploitation of the Deliverable as a Derivative work thereof and (4) the source of Moodlerooms' authority to employ the preexisting work in the preparation of the Deliverable or Derivative Work.
  1. Unless otherwise specifically agree in the Work Statement pertaining to such Deliverable, before initiation of the preparation of any such Deliverable that is a Derivative of a preexisting work, Client or Moodlerooms shall obtain the irrevocable, nonexclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute, internally or externally, sell copies of and prepare Derivative Works based upon all preexisting works and Derivative Works thereof (2) authorize or sublicense others from, time to time, to do any or all of the foregoing.


  1. TREATMENT OF Moodlerooms' PERSONNEL


    1. Compensation of Moodlerooms' Personnel. Moodlerooms shall bear sole responsibility for payment of compensation to Moodlerooms' personnel. Moodlerooms shall bear sole responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if any) to which Moodlerooms' personnel may be entitled. Moodlerooms agrees to defend, indemnify and hold harmless Client, Client's officers, directors, employees and agents and the administrators of Client's benefit plans for and against any claims, liabilities or expenses relating to compensation, tax, insurance or benefit matters; provide, however, that Client shall promptly notify Moodlerooms of each such claim when and as it comes to Client's attention. Client shall cooperate with Moodlerooms in the defense and resolution of any such claim and Client shall not settle or otherwise dispose of such claim without Moodlerooms' prior written consent, which consent shall not be withheld unreasonably or delayed unreasonably.


    1. Worker's Compensation. Moodlerooms shall procure and maintain workers' compensation coverage sufficient to meet the statutory requirements of every state where Moodlerooms' personnel assigned to a Work Statement for Client.


  1. HIRING OF Moodlerooms' PERSONNEL.


    1. Additional Value from Hiring. Client acknowledges that Moodlerooms provides a service by identifying and assigning personnel to work on projects for Moodlerooms' clients. Client further acknowledges that Client would receive substantial additional value, and Moodlerooms would be harmed substantially and deprived of the benefits of Moodlerooms' investment in Moodlerooms' work force, if Client hires any of Moodlerooms' personnel after Moodlerooms has introduced the same to Client.


    1. No Hiring Without Prior Consent. During the term of this Agreement and for a period of eighteen (18) months following the termination of the last Work Statement to be performed under this Agreement, either party shall not solicit for hire, directly, any member of Moodlerooms other party's personnel (the "Protected Period").


  1. CONFIDENTIAL INFORMATION.


    1. Confidentiality. Moodlerooms shall maintain in strict confidence, and shall use and disclose only as authorized by Client, all proprietary and/or confidential information ("Confidential Information") which it receives under this agreement in Connection with work performed for Client pursuant to each Work Statement. Moodlerooms shall require Moodlerooms' personnel to agree to do likewise and be responsible for Moodlerooms' personnel. Client shall take reasonable steps to identify, for the benefit of Moodlerooms and Moodlerooms' personnel, any and all Confidential Information, including the use of confidentiality notices in written material where appropriate. These restrictions shall not apply to (1) information generally available to the public, (ii) information Client gives to any third party without requiring that such third party keep and maintain such information as confidential' or (iii) information independently developed or acquired by Moodlerooms or Moodlerooms' personnel without reliance in any way on Confidential Information of Client. Notwithstanding the foregoing restrictions, Moodlerooms' personnel may use and disclose any information (info) to the extent required by an Order of any court or other governmental authority, but only after Client has been so notified and has had t he opportunity, if possible, to obtain reasonable protection for such Confidential Information in connection with such disclosure and Moodlerooms shall provide only that information that it is legally required to do.
    2. Moodlerooms acknowledges and agrees that in the performance of Services and its other duties and obligations to Client pursuant to or in connection with this Agreement, Moodlerooms will be furnished or given access to information, documentation, materials and data, which may be disclosed or made available from any source or in any form, including without limitation paper record, oral communication, audio recording, electronic media, electronic display or electronic transmission, relating to Client's business, financial information, employees, students, patients, health plan participants, research subjects, employees' dependents, development plans, programs, documentation, techniques, trade secrets, systems and know-how ("Confidential Information") which is confidential and proprietary to Client. Moodlerooms understands and agrees that a subset of this Confidential Information is any personally identifiable information ("Protected Data"). Except for Protected Data, Confidential Information expressly excludes information which has been previously published or is otherwise in the public domain (other than by or through Moodlerooms or any individual furnished by Moodlerooms hereunder in violation of this Agreement). Moodlerooms further acknowledges and understands that Client licenses the use of computer software and/or documentation and other such data ("Computer Products") from various third parties, that such Computer Products are the valuable and confidential property of such third parties, and that, with regard to such Computer Products, Client has undertaken certain confidentiality and non-disclosure obligations. Moodlerooms acknowledges and agrees that in the performance of Services and its other duties and obligations to Client pursuant to or in connection with this Agreement, it may be furnished with or given access to such Computer Products in the performance of Services and other duties and obligations to Client pursuant to or in connection with this Agreement.

Moodlerooms agrees that during, or at any time after the termination of, the performance of Services and its other duties and obligations to Client pursuant to or in connection with this Agreement, Moodlerooms shall not, without Client's prior written consent (and subject to any other applicable requirements set forth herein), reproduce or use such Computer Products or Confidential Information including Personal Data other than for the purpose of performing Services or Moodlerooms' other duties or obligations to Client pursuant to or in connection with this Agreement, and shall not use for itself or for any third party, or divulge or convey to any third party, any such Computer Products or Confidential Information including Personal Data. Use of Computer Products or Confidential Information including Personal Data shall be restricted to Moodlerooms' personnel who have an express need to know in order that the Services and Moodlerooms' other duties and obligations pursuant to or in connection with this Agreement can be fully performed. Moodlerooms acknowledges and agrees that all Confidential Information including Personal Data provided to Moodlerooms or its directors, officers, employees, contractors or agents hereunder by Client is the sole property of Client.

  1. LIMITATIONS


    1. Disclaimer; Total Liability. Moodlerooms represents and warrants that the services rendered by Moodlerooms' personnel or the results obtained from work performed by Moodlerooms' personnel, meets the specifications of the Deliverables, including, any implied warranty of merchantability or fitness for a particular purpose. In no event shall Moodlerooms be liable for consequential, incidental, special or indirect damages, or for acts of negligence which are not intentional or reckless in nature. Client hereby agrees that Moodlerooms' liability hereunder for damages, regardless of the form of action, shall not exceed the amount of compensation received from Client for services under this Agreement.


    1. Force Majeure. Moodlerooms shall not be liable to Client for any failure or delay caused by events beyond Moodlerooms' control, including, but not limited to, Client's failure to furnish necessary information, sabotage, failure or delays in transportation, communication or utilities, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or other technical failures.


  1. GENERAL PROVISIONS.


    1. Notices. All notices, demands and other communications (collectively, "Notices") given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if (info) delivered personally to the recipient, (ii) sent by registered or certified mail, return receipt requested, potage and fees prepaid, (iii) by overnight service with a nationally recognized "next day" delivery company such as Federal Express or United Parcel Service, or (iv) otherwise actually delivered to the following address: If to Client, _____________________________________________________. If to Moodlerooms, Moodlerooms, Inc., 1101 East 33rd Street, Suite A306, Baltimore, Maryland 21218, Attn: Martin G. Knott. Any Notice shall be deemed duly given when received by the addresses thereof, provided that any Notice sent by registered or certified mail shall be deemed to have been duly given two (2) business days from the date of deposit in the United States mails, unless sooner received. Any of the Parties to this Agreement may from time to time change its address from receiving notices by giving written notice thereof in the manner set forth above.


    1. Entire Agreement. This Agreement supersedes any and all agreements, either oral or written, between the Parties hereto with respect to the rendering of services by Moodlerooms for Client and contains all the covenants and agreements between the Parties with respect to the subject matter hereof. Each Party acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in a prior writing signed by the Party to be charged. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.


    1. Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue to full force and effect without being impaired or invalidated in any way.


    1. Parties in Interest. This Agreement is enforceable only by Moodlerooms and Client. The terms of this Agreement are not contract or assurance regarding compensation, continued employment or benefit of any kind to any of Moodlerooms' personnel assigned to a Work Statement with Client, or any beneficiary of any of Moodlerooms' personnel. Moodlerooms' personnel (or any beneficiary thereof) shall not be deemed a third-party beneficiary under or pursuant to the terms and this Agreement. This Agreement shall inure to the benefit of, and be binding upon, Moodlerooms and Client, their successors and assigns.


    1. Governing Law. This Agreement shall be governed by and construed both as to validity and performance and enforced in accordance with the law of the State of Washington without given effect to the choice of law principles thereof.


    1. Publicity. Moodlerooms shall not in any way or in any form publicize or advertise in any manner the fact it is providing products or services to the Client without the express written approval of the Client's Senior Vice President, Public Affairs and Government Relations, obtained in advance, for each item of advertising or publicity. However, nothing herein shall preclude Moodlerooms from listing the Client on its routine client list for matters of reference.


    1. Availability of Services. Subject to the terms and conditions of this Agreement, Moodlerooms shall use its best efforts to provide the Services for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. Client agrees that from time to time the Services may be inaccessible or inoperable for various reasons, including (info) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Moodlerooms may undertake from time to time; or (iii) causes beyond the control of Moodlerooms or which are not reasonably foreseeable by Moodlerooms, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively "Downtime"). Moodlerooms shall provide forty-eight (48) hour advance notice to Client in the event of any scheduled Downtime. Moodlerooms shall use its best efforts to minimize any disruption, inaccessibility and/or inoperability of the Services in connection with Downtime, whether scheduled or not.


    1. Backups. Moodlerooms shall maintain backup servers and telecommunications connections and maintain daily backups of Client Content on such backup servers. Moodlerooms' disaster recovery and contingency planning, equipment, software and telecommunications connections required hereunder shall enable Moodlerooms to provide Services on and from such backup servers within forty-eight (48) hours of any disruption of Services.


    1. Storage and Security. Moodlerooms shall operate and maintain the Server in good working order with access restricted to qualified employees of Moodlerooms and persons specifically designated by Client. Moodlerooms shall undertake and perform the measures set forth in this Agreement (including without limitation those set forth in the Business Associate Agreement or Data Security Agreement incorporated by reference herein) to ensure the security, confidentiality and integrity of all Client Content and other proprietary information transmitted through or stored on the Server.


    1. Content Ownership. Client shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the Client Content and all legally protectable elements, derivative works, modifications and enhancements thereto, whether or not developed by Moodlerooms, Client or any contractor, subcontractor or agent for Moodlerooms or Client. To the extent that ownership of the Client Content does not automatically vest in Client by virtue of this Agreement or otherwise, Moodlerooms agrees to transfer and assign to Client all right, title and interest in the Client Content and protectable elements or derivative works thereof. Ownership of Code is addressed in Section 7.


IN WITNESS WHEREOF, this Agreement is executed as the date first set forth above.


Client's Name Moodlerooms, Inc.
Signature:_____________________________Signature:_________________________
BY: By: ________________________________
Its: Its: ________________________________
EXHIBIT A- Pricing
Hosting Platform – Power Academic
Service Date of Agreement 12/04/09 – 12/03/10
1 Production Site – vanckohall.delhi.edu
1 Development Site – delhi.mroomstest.net
4500 Users @ $3 per user$13,500
90 GB Storage
1.8 TB Bandwidth
225 Support Tickets
Annual SSL Certificate Maintenance$ 500

Total Cost$14,000





























Exhibit B – Moodlerooms Service Overview
Service Level

  1. There is a single point of entry into the co-location facility with 24-hour security, video surveillance and biometric entry requirements.
  2. Only MR personnel are permitted in the collocation center. They must be authorized by MR CEO before the facility will permit them to register access. Prior to entering the server area, they have to present their identification card to the guard, pass the biometric scanner and enter their security code. Only three members of the MR staff are authorized to enter the facility.


Power

  1. Generators are monitored and tested monthly to ensure reliability. Local electrical power is run through the generators before entering the facility's grid.
  2. In the event that commercial electric power is lost, every Moodlerooms' server has redundant power that connects to an independent battery powered backup, which connects to an independent circuit. These circuits are connected to the power generator and the life of the batteries is two hours. The emergency generator will come to full power within 10 minutes and is tested every month and inspected twice a year by an independent company.


Network
Level 3 operates the co-location facility and is the Internet Service Provider. Also available are AT&T, WorldCom, Verizon and Xpedius.

  1. Level 3 maintains the center at 68 degrees, + or - 3 degrees.
  2. Humidity in the server center is 45 degrees.
  3. The center has a full-time staff that provides security monitoring.


Start-up
MR is responsible for the configuration of the servers, installing the necessary software, activating the client's instance(s) of Moodle and providing all other elements specified in the contract with the customer.
Activation of the Client's Site
A client should allow five business days for the site to be configured and activated. This is contingent on the customer executing an agreement with MR, providing a URL and supplying any and all other necessary information. MR will deliver to a client the requisite procedures for access, including but not limited to access codes, passwords, technical specifications (where appropriate) and/or any other pertinent data that will permit the customer to provide their users with access to the site(s), as per the executed agreements.
Availability
The hosting environment will be available 24/7/365 with a targeted uptime of 99.75 percent. This means the site will be available 99.75 percent of the time in any given month, aside from scheduled maintenance time of no more than three hours per month. These time frames do not include the customer's inability to connect to the hosted solution due to items outside of MR's control. These items include but are not limited to: local weather, Internet connection and/or telecommunications difficulties. MR is responsible for all server maintenance.

  1. MR maintains all Moodle software and will apply bug fixes, patches and upgrades when appropriate.
  2. Any piece of hardware that is broken will be replaced by MR as soon as is practical.
  3. MR maintains platinum service level contracts with MySQL and Sun Microsystems.


Backups
MR will back up the customer's data once a day. It is available for restoration upon request. The backups are stored at an off-site facility. MR retains those backups for three months.
Outages
In the event an outage occurs, MR will notify the client via e-mail and the MR Help Desk portal. Initially, MR may not know the specific reason for the outage. If this happens, MR will post a notice on the MR Help Desk portal within the first hour announcing what has happened and the anticipated time to correct it. Once MR determines why it occurred, it will notify the client of the reason, the corrective measures that were taken and what MR is doing to prevent this particular problem from reoccurring.
Monitoring and Performance
MR will make performance reports available to customer via Moodlerooms' client portal. This information will allow the client to monitor their usage and the performance of the hosting system. If a client determines that they need additional reports, MR will work with them to develop a particular report. Any reports that are developed and/or provided are for the usage of the client but remain the property of MR. As such, MR considers this information proprietary and confidential. Moodlerooms servers are redundant, load balanced and clustered.
Client Responsibilities
The client is responsible for the following:

  1. Staying within allotted storage space
  2. Course creation
  3. Loading and removing courses
  4. Maintaining user information and modification
  5. Loading and/or removing users, such as students, teachers, parents and administrators
  6. Building and managing Web site and themes
  7. Selecting feature and functionality
  8. Determining roles and responsibilities for users, teachers, administrators and parents
  9. Providing a URL
  10. Maintain sandbox, where applicable
  11. Paying invoices on time
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