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HomeMy WebLinkAboutContract #: 1895 - From: 07-01-2025 To: 06-30-2026 - Imagine Learning LLC - School Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 CONTRACT NO. i v T J VENDOR NO. 25059 CONTRACT WITH THE NORTH ANDOVER SCHOOL DEPARTMENT FOR GOODS THIS CONTRACT made and entered into this 1st day of August and between Imagine Learning LLC, a domestic profit corporation duly authorized by law and having a principal place of business at 100 South Mill Road, Ste. 1700, Tempe Arizona, hereinafter called "VENDOR", and the North Andover Public School District ("DISTRICT") a municipal corporation duly established by law and located at 120 Main Street, North Andover, Essex County, Commonwealth of Massachusetts. WHEREAS, the DISTRICT has identified the Vendor as a Sole Source provider. WHEREAS, the DISTRICT has accepted the VENDOR'S proposal subject to the conditions and agreements herein contained; NOW,THEREFORE, IT IS AGREED by and between the Parties as follows: -I- The VENDOR agrees that it will provide both digital and print curriculum as described in accordance with the Request for Quote, Specifications, and the Bid.The Request for Quote, the Specifications, the Bid, all required Certifications, all Insurance Binders, and if applicable, the Schedule of Minimum Wage Rates, are incorporated herein and made a part of this CONTRACT. The VENDOR will report to the signatory Department Head of this CONTRACT. -2- The Contract Period will commence on July 1,2025 and terminate June 30,2026. Any extensions of time must be by written NOTICE per paragraph 19 from the DISTRICT, and are at the sole discretion of the DISTRICT. -3- Total payments under this CONTRACT shall not exceed $43,000.00 Dollars. This Contract is expressly subject to and contingent upon an appropriation of funds. -4- Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-gB7AO8C63127 The DISTRICT agrees to use best efforts to pay for services within thirty (30) days of receiving an invoice,so long as all services provided are sufficiently detailed in the invoice, and that the invoice has been filed with the contracting department. Any payment under this Contract shall not constitute or be deemed a waiver, relinquishment, release, or abandonment of any claim which the DISTRICT may have against the VENDOR for material breach of this Contract. -5- The VENDOR agrees that no obligation shall be considered to have incurred under this CONTRACT unless and until a purchase order shall have been duly issued and approved. And further, that the obligation incurred shall be limited to the amount set forth in purchase order or purchase orders duly issued and approved. -6- The VENDOR certifies that performance under this Contract will meet ethical business standards and good stewardship of taxpayer and public funding to prevent waste or abuse. -7- The VENDOR shall at all times during the Contract maintain in full force and effect Employer's Liability, Worker's Compensation (MGL c.152), Public Liability, and Property Damage Insurance, including contractual liability coverage. All insurance shall be for policy limits acceptable to the DISTRICT; all required insurance shall be certified by a duly authorized representative of the insurers on the "MIIA" or "ACORD" Certificate of Insurance form (incorporated into and made a part of this agreement); and before commencement of work hereunder the VENDOR agrees to furnish the DISTRICT with certificate(s) of insurance or other evidence satisfactory to the DISTRICT. The certificates shall contain the following express obligations: "In the event of cancellation or material change in a policy affecting the certificate holder, thirty (30) days prior written notice will be given the certificate holder. Where notice is not provided by VENDOR's insurer, the notice will be provided by the VENDOR." The DISTRICT shall be named as an additional insured under each policy or policies, except Workers' Compensation. For the purpose of the Contract, the VENDOR shall carry the following types of insurance in at least the limits specified below. Workers' Compensation—the required statutory amount Employer's Liability—$500,000 Bodily Injury& Property Damage Liability Except Automobile—$500,000 Automobile Bodily Injury & Property Damage Liability — $1,000,000 combined single limit for each accident. Excess Umbrella Liability—$1,000,000 for each occurrence -8- 2 Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 It is further agreed by the VENDOR that, in the event the DISTRICT is sued in a court of law or equity, or demand is made upon the DISTRICT for payment of any damages arising directly out of the VENDOR'S performance or non-performance of this Contract, then the VENDOR, without reservation, shall indemnify and hold harmless the DISTRICT against any third party claims arising out of the VENDOR'S performance or non-performance of the CONTRACT. To the full extent permitted by law, no official, employee, agent or representative of the DISTRICT of North Andover shall be individually or personally liable on any obligation of the DISTRICT under this Contract. -9- This Contract is subject to all laws of the Commonwealth of Massachusetts, federal, state and local, which are applicable to this Contract or work with a public entity; and it is presumed that the VENDOR is cognizant thereof. Any and all proceedings or actions relating to the subject matter herein shall be brought and maintained in the courts of the Commonwealth, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties. -10- The VENDOR agrees to comply with all the provisions of General Laws, Chapter 30B and all related sections, including amendments thereto, in performing all work under this CONTRACT, and the provisions of said sections are made a part of this CONTRACT and are to be considered as covenants, terms and conditions hereof as though all the provisions were specifically incorporated herein, and the provisions of the said sections shall apply even though it may appear they are not applicable to the work of the type to be performed under this CONTRACT. -11- The VENDOR will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c.151, §1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. The VENDOR will, if applicable, comply with the wage rates as determined by the Commissioner of the Department of Labor and Industries, under the provisions of General Laws c.149 (Prevailing Wage), and shall be in force and as amended. -12- The VENDOR will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c.1516 (Law Against Discrimination) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. 3 Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 The VENDOR shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. -13- The VENDOR shall not assign or delegate, in whole or in part or otherwise transfer any liability, responsibility, obligation, duty or interest under this Contract without the written approval of the DISTRICT. Notwithstanding the foregoing,either party may assign this Agreement to its successor pursuant to a merger, consolidation or sale of substantially all of its business or assets related to this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. -14- It is further agreed that the DISTRICT may terminate this CONTRACT without cause, upon thirty (30) days' prior written notice to the other party, sent by certified mail, to the usual place of business of the other party. The DISTRICT may also terminate this CONTRACT at any time for material breach of this Agreement after providing written notice to the Vendor and a reasonable opportunity to cure. -15- The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club or other organization, entity, or group of individuals. -16- The VENDOR certifies that any and all taxes and municipal fees due and owing to the DISTRICT of North Andover have been paid in full. -17- This contract is only binding upon, and enforceable against the DISTRICT if: 1) the Contract is signed by the DISTRICT Manager or her designee; 2) and endorsed with approval of DISTRICT Counsel as to form. At any time during normal business hours and without interruption to Vendor's business operations, and twice per calendar year, there shall be available in the office of the VENDOR for 4 Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 the purpose of audit, examination, and/or to make excerpts or transcript all records, contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data directly relating to all matters covered by this Agreement. -18- This instrument, other components of the contract documents including Vendor's Terms and Conditions of Company Services which are attached hereto and incorporated by this reference herein, constitutes the entire contract between the parties,with no agreements other than those incorporated herein. In the event of any conflict between Vendor's Terms and Conditions of Company Services, with this CONTRACT WITH THE NORTH ANDOVER SCHOOL DEPARTMENT FOR GOODS ("Contract"),this Contract with control. Any Amendments to this Contract must be made in writing and executed by all signatories to the original Contract, prior to the effective date of the amendment. -19- Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party hereto shall be in writing and signed in the name or on the behalf of the party giving or serving the same. Notice shall be deemed to have been received at the time of actual service or three (3) business days after the date of a certified or registered mailing properly addressed. Notice to the VENDOR shall be deemed sufficient if sent to the address set forth in the Contract and to the DISTRICT by being sent to the School Superintendent, North Andover School Department at 566 Main Street, North Andover, Essex County, Commonwealth of Massachusetts. IN WITNESS WHEREOF, the VENDOR and the said North Andover Public School District have hereto and to a duplicate and triplicate hereof, caused their corporate seals to be affixed and these presents,together with said duplicate and triplicate,to be signed in their name and behalf by their duly authorized officers the day and year first above written. �1 AAPPROVED: IMAGINE LEARNING LLC �? By Sfa�u si e e eexeree Pamela Lathrop — Kelly Staniec, Vice President, Controller Superintendent of Schools North Andover School District Fed.I.D. or Social Security No. 45-1565841 Date: August 26, 2025 APPROVED AS TO FORM: 5 Docusign Envelope ID: 1A6BF785-AEA0-4B12-A121-9137A08C63127 Y Christine P. O'Connor Ky e Town Counsel Town A ountant Date: 6 6 Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 CERTIFICATIONS CERTIFICATE OF NON-COLLUSION The undersigned certifies under penalties of perjury that our bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean natural person, business, partnership, corporation, committee, union, club or other organization, entity, or group of individuals. T a: Signature: auwu Date: August 26, 2025 &R Kelly Staniec, Vice President, Controller Imagine Learning LLC Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I Kelly Staniec , authorized signatory for Imagine Learning LLC Name of individual Name of contractor do hereby certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts, and the DISTRICT of North Andover, relating to taxes, permit or other fees, reporting of employees and contractors, and withholding and remitting child support. oee.gra N: SfA,�;u August 26,2025 Signature Date 7 Docusign Envelope ID:1A6BF785-AEAO-4B72-A721-9B7A08C63127 Docusign Envelope ID:38130C34-9CDE-4BDB-8CA5-676BF8D8F412 OFFICER'S CERTIFICATE of IMAGINE LEARNING LLC The undersigned,being a duly authorized officer of Imagine Learning LLC (the"Comp does hereby certify in such capacity on behalf of the Company as follows: 1. Authorizations: a. The Board of Directors of the Company has authorized Waseem Alam,as the duly appointed Executive Vice President, Chief Financial Officer of the Company, and Kelly Staniec, as the duly appointed Vice President, Controller and Assistant Secretary of the Company, to execute and deliver contracts, documents,and bonds relating to customer contracts and related documents and agreements in the name of and on behalf of the Company, and such execution and delivery of a contract of obligation in the Company's name on its behalf shall be valid and binding on the Company, with such appointment effective from such time as Waseem Alam or Kelly Staniec began signing on behalf of the Company; and b. The Board of Directors of the Company has additionally authorized Kinsey Rawe, as the duly appointed Executive Vice President, Chief Product Officer of the Company; Leslie Curtis, as the duly appointed Executive Vice President, Chief Administrative Officer of the Company;and/or Adam Klaber,as the duly appointed Vice Chairman, Chief Revenue Officer of the Company, as alternate signer(s) to the foregoing customer contracts and related documents and agreements in writing 2. The undersigned confirms that the individuals listed in Item 1 above have been duly authorized to execute and deliver contracts, related documents and agreements, per the Written Consent of the Board of Directors. %06*0604#0000 Dated: January 1,2025 o• v Docuftned by: 970C4c5F447 Name: Christopher Graham 011 Title: SVP,General Counsel and Secretary Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 IMAGINE LEARNING LLC AND NORTH ANDOVER PS TERMS AND CONDITIONS OF COMPANY SERVICES This "Agreement" (i.e., these Terms and Conditions and the Price Quote for Services into which these Terms and Conditions are incorporated) is made and entered into as of the date of last signature below ("Effective Date")between Imagine Learning LLC, its affiliates and subsidiaries("Company")and Customer. In consideration of the mutual promises contained herein,the parties hereby agree to the following: 1.1 "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer to access the Services. 1.2 "Authorized User" means any third party who is authorized by Customer to access the Services pursuant to Customer's rights under this Agreement, including any instructors, administrators, other employees, contractors, students authorized by Customer, parents, family members, or other adults associated with a student or parents authorized by Customer. 1.3 "Confidential Information"means all non-public, proprietary or confidential information relating to a"Disclosing Party"that is disclosed or otherwise supplied in confidence to the"Receiving Party"under this Agreement. Company's Confidential Information includes(without limitation)the Services, its user interface design and layout, and pricing information. Confidential Information does not include any aggregated data or Deddentified Data covered by Section 9.4, or any other information that the Receiving Party can establish: (a)was known to the Receiving Party prior to receiving the same from the Disclosing Party, free of any restrictions; (b)is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; (c) is acquired by the Receiving Party from another source without restriction as to use or disclosure;or(d) is or becomes part of the public domain through no fault or action of the Receiving Party. 1.4 "Confidential Student Information"means information that personally identifies a student who is enrolled or was previously enrolled at the Customer's institution.This term includes the student's name,the name of the student's parents or family members, the student's (or student's family's)address, telephone number, email address, date of birth, place of birth, mother's maiden name, grades, financial information, social security number (or other governmental identification number), biometric information, and other information that alone or in combination would reasonably allow a person or entity to identify the student with reasonable certainty. Confidential Student Information does not include any information regarding persons who do not enroll at the Customer's institution. 1.5 "Customer" means the school or district who is identified in the signature block below or the applicable Price Quote for Services. 1.6 "Customer Content" means any content and information submitted via or in connection with the Services by or on behalf of Customer, an Authorized User,or any other end user of the Services.Customer Content includes student information and records which remain the property of the Customer. 1.7 "De-Identified Data" means any data, including data derived from Confidential Information (and Confidential Student Information) that has had all direct and indirect personal identifiers removed. This includes the removal of any names, identification numbers, dates of birth, address, email address, and telephone number. De-Identified Data does not include any data that alone or in combination would reasonably allow a person or entity to identify a student with reasonable certainty. 1.8 "Documentation"means the technical materials provided by Company to Customer in hard copy or electronic form describing the use and operation of the Services. imagine imaginelearning.com 1 877.725.4257 learning Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 ii Terms and Conditions of Company Services 1.9 "Instructional Services" means services provided by Company, including student access to teachers and coaches, the development and implementation of policies and procedures for purposes of improving student outcomes, and other services as stated in the applicable Price Quote for Services. Instructional Services are also subject to the additional terms contained in the attached Addendum. 1.10 "Price Quote for Services" or "Quote" means the order form signed by Customer which references these Terms and Conditions and details the services to be provided to the Customer under this Agreement. 1.11 "Products" means durable, physical or consumable materials such as student or teacher workbooks, textbooks, physical kits or other items provided to correspond with Company courseware, audio, video and other content curriculum, and/or Documentation and software. 1.12 "Professional Development" or "Professional Learnina" means the instructional training, consulting and coaching for all licensed products and services provided by the Company as described in the applicable Price Quote for Services. Professional Development/Professional Learning services are subject to the additional terms contained in the attached Addendum. 1.13 Services" means the services ordered by Customer through the Price Quote for Services and includes the products and services which may include Company courseware,audio,video and other content curriculum, and/or Documentation and software including applets and animations. Services may include Professional Development and/or Instructional Services. Customers' access to any Professional Development or Instructional Services will expire at the end of the Term set forth in the applicable Quote or if the Service is terminated for any reason. 1.14 "Supported Environment" means the minimum hardware, software, and connectivity configuration specified from time to time by Company as required for use of the Services. The current requirements (if any) are described in the technical requirements which may be found on Company's website. 2. PROVISION OF PRODUCTS&SERVICES 2.1 Access. Subject to Customer's payment of the fees outlined in the Price Quote for Services and compliance with the terms of this Agreement, Company will provide Customer with access to the Products and Services. Promptly following the Effective Date, Company shall provide to Customer the necessary security protocols and policies, network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Services in accordance with the Price Quote for Services (or this Agreement). 2.2 Return Policy. Unless otherwise specified on the Quote, physical Products will be shipped FOB origin in the US and are deemed accepted by Customer upon receipt. Upon acceptance of such Products, orders are non-refundable, non-returnable, and non-exchangeable, except in the case of defective or missing materials reported to the Company by Customer within thirty (30) days of receipt. Customer must obtain written authorization from Company for the return. Customer may not return Products without Company's written authorization. For clarity, science lab kits may not be returned. 2.3 Support Services. Company will provide Customer with the support services described at http://hel ,imac inglearmng.com/hc/en-us, 2.4 Hosting. Company shall, at its own expense, provide for the hosting of the Services, provided that nothing herein shall be construed to require Company to provide for,or bear any responsibility with respect to any telecommunications or computer network hardware required by Customer, any Authorized User or any other user to provide access from the Internet to the Services. • imagine learning imaginelearning.com I 877-7CLICKS Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 Terms and Conditions of Company Services 3. INTELLECTUAL PROPERTY 3.1 License Grant. Subject to the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-sublicensable, non-transferable license during the Term, solely for Customer's internal educational and training purposes and in accordance with this Agreement. This Agreement permits only Customer and Customer's Authorized Users to access and use the Services detailed on the Price Quote for Services in accordance with the Documentation. Licenses are available to access Services throughout the Term by Authorized Users not to exceed specific quantities stated on Price Quote for Services. License and Service types are listed below.Only those License and Service types listed on the Price Quote for Services are applicable to this Agreement. a) Concurrent License - provides access to Services throughout the Term by all Authorized Users based on the number of simultaneous licenses purchased. Total number of users accessing product simultaneously cannot exceed total quantity of licenses purchased. b) Reusable License - provides access to Services throughout the Term by all Authorized Users based on the number of semester course enrollments purchased. Once a course enrollment is disabled or completed, the enrollment license can be reused for that student or another student throughout the contract period. c) Single User-available to a single user identified by name and designated as the sole student user of the specific license throughout the Term. Licenses cannot be transferred to another user. d) Site License-provides access to Services throughout the Term by all Authorized Users located at the specific physical site identified on the Price Quote. Must be a traditional brick and mortar educational institution that provides educational services to students at a common physical location. Not available for virtual schools. e) Virtual School - Customer that is (a) a private school where students do not regularly meet physically for learning but where there is a teacher of record available to students enrolled at the institution and much of the learning takes place over the internet with regular assistance or guidance from the teacher of record or(b) a private tutoring provider that makes available personal attention to each student enrolled in a program by faculty or tutoring provider and such services are the primary purpose of enrollment by students;or(c)a public program implemented by a school district where students do not regularly meet physically for learning but where there is a teacher of record available to students enrolled at the institution and much of the learning takes place over the Internet with regular assistance or guidance from the teacher of record; and (d)with respect to (a), (b),and (c), a Virtual School is not a school that sells licenses or access to educational software on a standalone basis or sells licenses or access to educational software to students not actively enrolled in and participating in learning services provided by the private school or tutoring provider. 3.2 Restrictions. Customer agrees that it will not, nor will Customer cause or permit any Authorized User or other party to: (a) allow any third party to access the Services or Documentation, except as expressly allowed herein;(b)modify,adapt,alter or translate the Services or Documentation;(c)sublicense, lease, rent,sell, resell, loan, distribute,transfer or otherwise allow the use of the Services or Documentation for the benefit of any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code(or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) create derivative works based on the Services or Documentation; (f)use the Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (g) interfere with or disrupt the integrity or performance of the Services; or(g) access the Services to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. iffis im imaginelearning.com 1 877.725.4257 lafninly Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 pTerms and Conditions of Company Services 3.3 Ownership. Except for the licenses granted by Company under this Agreement, as between Company and Customer, Company owns all right, title and interest (including, but not limited to, all copyright, patent, trademark and trade secret rights) in and to the Services and Documentation. 3.4 Open Source Software. Certain items of software used in the Services are subject to "open source"or"free software"licenses("Open Source Software").Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.1, 3.2, or 10. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If and to the extent required by any license for particular Open Source Software, Company makes such Open Source Software and Company modifications to that Open Source Software, available by written request at the notice address specified on the Price Quote for Services. 4. FEES. Company shall invoice Customer for fees on the schedule set forth on the Price Quote for Services ("Fees") and the amounts set forth in such invoices shall be due from Customer net thirty (30) days of receipt. Non-payment or late payment of undisputed fees is a material breach of this Agreement. Company may terminate the Agreement and/or terminate or suspend Customer's access to Services within ten (10) days after Customer receipt of a notice of non-payment of amounts owed under that Price Quote for Services. Company may change the amount of the Fees for any upcoming Renewal Term, provided that Company provides Customer with written notice of such change at least sixty(60) days prior to the first day of such Renewal Term.All taxes and other governmental charges(except for income taxes),if any, imposed on Customer payments hereunder shall be deemed to be in addition to the Fees charged, and borne solely by Customer except to the extent that Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. 5. FUNDING-OUT CLAUSE. If Customer is a governmental entity receiving federal, state or local funds, Customer's payment obligation may be conditioned upon the availability of funds that are appropriated or allocated by the applicable government agency. If funds are not allocated, Customer may terminate this Agreement at the end of the period for which funds are available. Customer must notify Company in writing at least thirty (30) calendar days before termination. Upon termination, Company will be entitled to a pro- rata portion of the fees for Service performed up to the date of termination. 6. CUSTOMER CONTENT AND RESPONSIBILITIES 6.1 License; Ownership. Customer hereby grants Company a non-exclusive,worldwide, royalty-free, fully paid and transferable license(a)to use the Customer Content as necessary solely or the purposes of providing the Services under this Agreement; and (b) to use Customer's trademarks, service marks, and logos as required to provide the Services (but not for use with an audience beyond that of Authorized Users). As between the parties, Customer owns all right, title and interest in the Customer Content. 6.2 Customer Warranty. Customer represents and warrants that (a) prior to using the Services in connection with any Authorized User,Customer shall have obtained any necessary consent to contact such Authorized User via the Services in such form as required to comply with applicable law; (b)that its use of the Services will otherwise comply with all applicable laws;and(c)the Customer Content shall not(i)infringe any copyright, trademark, or patent right; (ii) misappropriate any trade secret; (iii) be deceptive, libelous, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Company's system or data; or(v)otherwise violate any privacy or other right of any third party. 6.3 Authorized User Access. Customer may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. Each Authorized user must be granted a unique User ID. User IDs cannot be shared or used by more than one Authorized User at a time. Customer is solely responsible for maintaining the confidentiality of Access Protocols and Company will not be liable for any activities undertaken by anyone using Customer's Access Protocols. Customer will immediately notify Company of any unauthorized use of its Access Protocols or any other breach of security • imagine learning imaginelearning.com 1877-7CLICKS Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 Terms and Conditions of Company Services relating to the Services known to Customer. 6.4 Customer Responsibility for Access, Content and Security. Except to the extent expressly specified on the Price Quote for Services, Company is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer's sole cost and expense. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Customer must maintain the Supported Environment(if any)described in the Price Quote for Services. 7. WARRANTIES AND DISCLAIMERS 7.1 Limited Warranty.Company warrants that it will make commercially reasonable efforts to maintain the online availability of the Services. CUSTOMER'S EXCLUSIVE REMEDY AND COMPANY'S ENTIRE LIABILITY UNDER THIS WARRANTY WILL BE FOR COMPANY TO REPAIR THE NON-CONFORMING SERVICE, OR IF COMPANY CANNOT MAKE SUCH REPAIR WITHIN A REASONABLE PERIOD OF TIME,THEN COMPANY MAY TERMINATE ACCESS TO THE SERVICES AND REFUND A PORTION OF THE FEE. 7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE DOCUMENTATION, AND SERVICES ARE PROVIDED"AS IS,"AND COMPANY MAKES NO(AND HEREBY DISCLAIMS ALL) OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. 8. LIMITATION OF LIABILITY. EXCLUDING EACH PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN IN RESPECT OF THIRD-PARTY CLAIMS, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA)ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS PERFORMANCE HEREUNDER AND(B) IN NO EVENT SHALL EITHER PARTY'S LIABILITY TO THE OTHER AS A RESULT OF ANY CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE APPLICABLE SERVICES GIVING RISE TO SUCH LIABILITY IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE ACT OR OMISSION GIVING RISE TO SUCH CLAIM. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER. 9. CONFIDENTIALITY; PRIVACY 9.1 Confidentiality. During the Term, each party ("Disclosing Party") may provide the other party ("Receiving Party")with Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Disclosing Party's Confidential Information to Authorized Users (with respect to Customer as Receiving Party) or to those employees who have a need to know such Confidential Information to perform the Receiving Party's obligations or exercise the Receiving Party's rights under this Agreement, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon the expiration or termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party imagine imaginelearning.com 1 877.725.4257 learning Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 Terms and Conditions of Company Services shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence. 9.2 Privacy.Company will comply with, and will cause each of its employees,agents,and contractors to comply with, all state, federal and municipal laws and regulations ("Applicable Laws") applicable to its performance under this Agreement, including without limitation the Family Educational Rights and Privacy Act and the Children's Online Privacy Protection Act. Company's Privacy Policy (as may be updated by Company from time to time),which is incorporated by reference into these terms and conditions, contains additional terms regarding Company's use of Confidential Student Information. Customers and Authorized Users may view Company's privacy policy at https://www.imaginelearning.com/privacy ("Privacy Policy"). Customer is responsible for providing notice of its own privacy policy to parents of its students and is solely responsible for obtaining any necessary parental consents for students to use the Services. 9.3 Data Security. Company agrees that it will store and process Confidential Information, including Confidential Student Information, in accordance with customary industry standards. Company shall implement and maintain commercially reasonable administrative,technical and physical security measures designed to protect Confidential Information from unauthorized access, disclosure and use. Company will conduct periodic risk assessments and remediate identified material security vulnerabilities in a commercially reasonable manner. Company will have a written data breach response plan and will take commercially reasonable steps to notify the Customer once it becomes aware of a data breach known to involve, or likely involving, Customer Confidential Information. Company will cooperate with the Customer to comply with any applicable data breach notification laws. 9.4 Aggregated and De-Identified Data. Company may use aggregated data and De-Identified Data for those purposes allowed under applicable law and for the following purposes: (1) to demonstrate the effectiveness of the services; (2) research and development of the Company's educational sites, services, or applications; and (3) for adaptive learning purpose and for customized student Learning. Company agrees not to attempt to re-identify aggregated or De-identified Data. Company's use of aggregated data and De-identified data shall survive termination of this Agreement or any request by LEA to return or destroy Data. 9.5 Confidential Student Information Return and Destruction. Upon termination or expiration of this Agreement or thereafter, at the Customer's written request, Company shall, in a reasonable period of time, return all Confidential Student Information to Customer or shall destroy such Confidential Student Information that Company knows it possesses to the extent that destruction is reasonably practicable. Customer acknowledges that some data may remain in archive or other files following Company's commercially reasonable attempt to return or destroy Confidential Student Information. Company may transfer Confidential Student Information and De-Identified Data or aggregated data to its successor pursuant to a merger, consolidation or sale of substantially all of its assets pursuant to Section 13 of this Agreement. 10. INDEMNIFICATION 10.1 By COMPANY. Company shall indemnify, defend and hold harmless Customer against any third- party claims that the use of the Services as permitted hereunder infringes any copyright, US patent or other intellectual property right of a third party, and Company shall pay any losses, damages,costs, liabilities and expenses (including, but not limited to, reasonable attorneys'fees)finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Company. If any portion of the Services becomes, or in Company's opinion is likely to become, the subject of a claim of infringement, Company may,at Company's option,and as Customer's sole and exclusive remedy therefor: (a)procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (c)modify the Services so that the Services become non-infringing; or(d)terminate this Agreement and refund any fees paid by Customer to Company for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Documentation and Services. Notwithstanding the foregoing, Company shall have no obligation under this Section 10.1 or otherwise with respect to any third-party claim based upon (i) any use of the Services not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Services in combination with other products,equipment, software or data not supplied by Company; or (iii) any modification of the Services by any person other than Company or its authorized agents. This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of Company, and any • imagine learning imaginelearning.com I 877-7CLICKS Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 Terms and Conditions of Company Services of the officers, directors, employees, shareholders, contractors or representatives of Company, for claims and actions described in this Section 10.1. 10.2 Intentionally Deleted. 10.3 Procedure.The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a)the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit, provided, however, that failure to give prompt notice will not relieve the indemnifying party of any liability hereunder(except to the extent the indemnifying party has suffered actual material prejudice by such failure); (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall (at the indemnifying party's expense) reasonably cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. 11. TERM AND TERMINATION 11.1 Term.This Agreement shall be for the term (the"Initial Term")of any Services purchased pursuant to a Price Quote for Services. The Initial Term and renewal Terms (if any) are, collectively, the "Term." Customer only has the right to use the Services during the Term. In no event shall the term exceed three years. 11.2 Termination. Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30)days after its receipt of written notice of such breach. 11.3 Effect of Termination. Immediately upon termination of this Agreement, (a) the licenses granted to either party shall immediately terminate; and (b) Company shall cease to make available and Customer shall cease to use the Services. Termination shall not relieve Customer's obligation to pay all charges accrued through the effective date of termination. Sections 3.3, 6.4, 7, 8, 9, 10, 11.3, 12 and 13 will survive the expiration or termination of this Agreement. 12. GOVERNING LAW AND VENUE This Agreement and any action related thereto will be governed and interpreted by and under the laws of the state of Massachusetts. Each party expressly waives any objection that it may have based on improper venue or forum non- conveniens to the conduct of any such suit or action in any state or federal court located in the state of Massachusetts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its use of the Services hereunder. 13. MISCELLANEOUS. 13.1 Press Releases. If requested by Company, Customer agrees to cooperate in good faith with Company on a press release following execution of this Agreement and agrees to allow Company to list (using Customer's name and/or Customer's logo, as determined by Company)Customer as a customer on Company's website or in documentation to be shared electronically or in print. 13.2 Independent Contractors.The parties are independent contractors and nothing in this Agreement shall be deemed to create the relationship of partners,joint venturers, employer-employee, master-servant, or franchisor-franchisee between the parties. Neither party is, or will hold itself out to be, an agent of the other party. Neither party is authorized to enter into any contractual commitment on behalf of the other party. 13.3 No Additional Terms and Order of Precedence. These Terms and Conditions, together with the attached Price Quote for Services(s), contain the entire agreement of the parties and supersedes any prior or present understanding or communications regarding its subject matter, and may only be amended in a writing signed by both parties. In the event of a conflict between the terms in the Price Quote for Services and the Agreement, the terms contained in this Agreement shall control unless otherwise expressly stated in the Price Quote for Services. imagine imaginelearning.com 1 877.725.4257 learning Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 Terms and Conditions of Company Services 13.4 Severability. In the event any provision of this Agreement is held by a court of law or other governmental agency to be void or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions shall remain in full force and effect. 13.5 Assignment. Neither party shall assign this Agreement without the other party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to its successor pursuant to a merger,consolidation or sale of substantially all of its business or assets related to this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. 13.6 Force Majeure. Neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance (other than payment of Fees due hereunder) caused by reasons beyond its reasonable control, including, but not limited to, acts of God, pandemics,epidemics,war,terrorism, strikes, failure of suppliers, fires, floods or earthquakes. 13.7 Export.The use of the Services is subject to U.S. export control laws and may be subject to similar regulations in other countries. Customer agrees to comply with all such laws. 13.8 Notice.Any notice given under this Agreement shall be in writing and shall be sent via priority mail by a nationally recognized express delivery service addressed to the address and the signatory set forth in the Price Quote for Services set forth above. Such notice shall also be sent via email to the email address set forth in the Price Quote for Services set forth above. 13.9 No Third Party Beneficiary.There are no third-party beneficiaries to this Agreement. 13.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which shall be taken together and deemed one instrument. • imagine learning imaginelearning.com I 877-7CLICKS Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-967AO8C63127 Terms and Conditions of Company Services Addendum for Instructional Services and Professional Development 1. APPLICABILITY. These additional terms and conditions apply if the Quote includes the purchase of Instructional Services or Professional Development Services from Imagine Learning LLC and its affiliates and subsidiaries ("Company"). In the event of a conflict between these additional terms and the Company's Terms and Conditions of Company Services, these additional terms shall control, but solely with respect to the provision of Instructional and/or Professional Development Services. Capitalized terms used, but not defined, in this addendum have the meanings set forth in the Term and Conditions of Company Services. 2. CUSTOMER LIAISON. Customer will designate an individual to serve as its primary liaison to Company for all communications related to the provision of Instructional and Professional Development Services, setting up access for End Users, and use of the Services. 3. HOURS OF AVAILABILITY. Company Instructional and Professional Development Services will be available during the business hours specified by Company, or if Customer requires Instructional Services for certain times or additional hours, such requirements must be specified in the Quote prior to the beginning of the term of Customer's purchase of Services. Requests for access to Instructional or Professional Development Services not already provided for in the Quote must be made or approved by the Customer Liaison, and may result in additional charges. 4. NO GUARANTY OF OUTCOMES. Company cannot make any guarantees, representations or warranties as to any student,teacher, or other End User outcomes or results from the Instructional or Professional Development Services. 5. INSTRUCTIONAL SERVICES. If specified in the Quote, Company will provide virtual access to teachers or coaches (or both) ("Company Instructors") who are hired, trained, supervised, and paid by Company, and who will assist in the virtual delivery of the Licensed Material to students and their use of the Services (the"Virtual Programs"). Customer is responsible for(a)providing secure internet access for End Users to use the Virtual Programs; (b) all day-to-day management of the Virtual Programs,subject in all cases to compliance with Applicable Law and Customer policies;(c)obtaining all necessary consents for the provision of Instructional Services where they will involve direct contact between Company Instructors and students and parents; (d)determining appropriate student courses and verifying student schedules; (e) monitoring student attendance and ensuring compliance with applicable state requirements; and (f)assisting students not making adequate progress. a. Instructor Requirements. Customer shall be responsible for advising Company of any special certification,training, background checks, insurance,fingerprinting or similar requirements for the Company Instructors as may be imposed by Applicable Law ("Instructor Requirements"). Company shall be solely responsible for all decisions regarding hiring, supervision, discipline,and dismissal of Company Instructors, and for ensuring that all Company Instructors meet and comply with Instructor Requirements. b. Exceptional Student Services. If Customer is a public entity receiving federal funds, Customer is considered the"Local Educational Agency,"or LEA, as that term is defined by Applicable Law, and Customer is solely responsible for the provision of any special education services.Company's services do not include (i) providing special education services; (ii) creating, implementing or providing Individualized Education Programs ("IEP"); (iii) providing reasonable accommodations or any services to insure compliance with the Individuals with Disabilities Education Act (IDEA), the Americans with Disabilities Act (ADA), section 504 of the Rehabilitation Act, or any other Applicable Law. Notwithstanding the foregoing, Company will discuss, formulate and make reasonable adjustments and accommodations in furtherance of student IEPs or reasonable accommodations established by Customer, provided that Customer provides necessary IEPs and section 504 documentation to Company. Customer shall be solely responsible for the costs of any required adjustments or accommodations. • imagine learning imaginelearning.com 1877-7CLICKS Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 ii Terms and Conditions of Company Services IN WITNESS WHEREOF,the Parties have entered into this Agreement effective as of the Effective Date. CUSTOMER: IMAGINE LEARNING LLC Signature: C,--L Q-- Signature: k t;,, Printed Name: Kelly Staniec Pamela Lathrop Title: VP, Corporate Controller Superintendent of Schools North Andover MA Date: August 26,2025 September 2, 2025 Address: 100 S. Mill Avenue, Ste. 1700 Tempe,AZ 85281 imagine imaginelearning.com 1 877.725.4257 learning Docusign Envelope ID: 1A6BF785-AEAO-4B12-A121-9B7AO8C63127 Terms and Conditions of Company Services c. State Testing. Customer is responsible for providing appropriate accommodations for the administration of any state-mandated standardized testing by End Users. Customer is also responsible for receiving, distributing, administering, proctoring and returning all state mandated standardized tests under applicable state law, policies and procedures. d. Reporting and Withdrawal of Students/End Users. Where reporting of student results is required by Applicable Law, Customer shall be responsible for ensuring the accuracy and completeness of student information used, relied upon, or reported by Company in providing the Instructional Services, and shall promptly notify Company if any student information needs to be corrected or updated. Upon notice to Customer,Company reserves the right to withdraw End User access for students who fail to take required tests or maintain adequate progress. 6. PROFESSIONAL DEVELOPMENT/PROFESSIONAL LEARNING SERVICES. If included in the Quote, Company may also provide Professional Development / Professional Learning Services which may include training and instruction to Customer's instructors and administrators on the implementation and use of the Services, curriculum workshops, use of student information to monitor progress, and other related topics as may be specified in the Quote. Customer shall be solely responsible for providing necessary equipment and secure internet access to facilitate these Services, and for scheduling these Services at least two (2)weeks in advance. a. Charges for Professional Development/Professional Learning Services. Before delivering Professional Development/Professional Learning Services, Company must receive a signed Quote specifying the number of hours included and the cost of the services provided, and all necessary setup and implementation services required to demonstrate and use the Services must be completed. Professional Development/Professional Learning Services will be available for use by Customer only during the Term of the Subscription. b. Use of Customer's Facilities. If Company will be providing any Professional Development/Professional Learning Services at Customer's premises, Customer shall advise Company in advance of any Instructor Requirements for Company personnel, and Company will be responsible for insuring that all Professional Development/Professional Learning personnel meet and comply with all such requirements. c. Forfeiture &Cancellation of PD Services. Professional Development/Professional Learning Services purchased but not scheduled and delivered within the first year of the Term may be forfeited without notice. Customer agrees to reimburse Company for travel and other out-of- pocket expenses incurred if Professional Development/Professional Learning Services are changed or cancelled less than forty-eight (48) hours prior to the scheduled delivery date. Company reserves time exclusively for the Customer once Professional Development/Professional Learning Services have been scheduled. If Customer is a no-show or cancels scheduled Professional Development/Professional Learning Services in less than 48 hours before the scheduled delivery date, Customer may be charged for the scheduled services. The Parties must document in writing and sign any and all grace periods or extension of time for delivery of Professional Development/Professional Learning Services. d. Service Provision. In some cases, Company may use subcontractors to provide Professional Learning services for core curriculum implementations. 7. NO UNAUTHORIZED RECORDING OR REPRODUCTION. All content delivered by Company as part of Instructional or Professional Development/Professional Learning Services are the property of Company, and customer may not record, reproduce or copy such content without Company's express written authorization. • imagine imaginelearning.com 877.725.4257 learning imagine Price Quote learning 100 S. Mill Ave Date 8/29/2025 Suite 1700 Quote No. Q-128561 Tempe, AZ 85281 Acct.No. 12218648 877-725-4257 Total 12,360.00 Pricing Expires 11/30/2025 North Andover School Admin 566 Main Street North Andover MA 01845 United States Thank you for your continued partnership! Respectfully, Greg and Tim Payment Term Contract Start Contract End Net 30 7/1/2025 16J30J2026 Site Description End Date Qty Per Unit Amount North Andover Public Schools Edgenuity 6-12 Comprehensive Concurrent User 06/30/2026 15 800.00 12,000.00 Edgenuity Academic Integrity 06/30/2026 1 360.00 360.00 Subtotal 12,360.00 Tax Total 0.00 Total 12,360.00 Imagine Learning will audit enrollment count throughout the year. If more enrollments are found to be in use than purchased, Imagine Learning will invoice the customer for the additional usage. This quote is subject to the attached agreement between Imagine Learning LLC and North Andover PS("Terms and Conditions").These Terms and Conditions are incorporated by this reference.By signing this quote or by submitting a purchase order or form purchasing document,Customer explicitly agrees to these Terms and Conditions resulting in a legally binding agreement.To the fullest extent permitted under applicable law,all pricing information contained in this quote is confidential and may not be shared with third parties without Imagine Learning's written consent. Not valid unless accompanied by a purchase order.Please specify a shipping address if applicable.Please e-mail this quote,the purchase order and order documentation to AR@imaginelearning.ccm or fax to 480-423-0213. North Andover School Admin Imagine Learning Representative Signature: Greg Moore Print Name: Account Executive- Title: greg.moore@imaginelearning.com Date: imaginethefutureoflearning.com (774)238-0945 100 S. Mill Ave.,Suite 1700,Tempe,AZ 85281 877-725-4257 Fax:480-423-0213 www.ima_ inelearr'Ig.corn Page I of 1