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FY22-00140193Mountain Page 1 of 4 ORDER FORM This Order Form together with any Exhibits attached hereto which are hereby incorporated by reference (the “Order Form”) is e ffective as of 8 May 2021 (the “Effective Date”) by and between Skillsoft Corporation (“Skillsoft”) and City of El Mirage (“Customer”), and by this reference this Order Form incorporates the Master License General Terms and Conditions available at https://www.skillsoft.com/mlatermsandconditions/14sept2020 (the “Agreement”). For the avoidance of doubt, pursuant to Section 10.16 of the Agreement, the Agreement may only be modified via a written document executed by both parties. WHEREAS, Customer desires to use the products and/or services described in this Order Form; and WHEREAS, Skillsoft is willing to license the products and/or services described in this Order Form to Customer upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Skillsoft and Customer agree as follows: 1. LICENSE DETAILS LICENSE TERM: START DATE: 8 MAY 2021 END DATE: 7 MAY 2022 SKILLSOFT PRODUCT AUTHORIZED AUDIENCE PERCIPIO TECHNOLOGY & DEVELOPER EXPERT 3 DEPLOYMENT METHOD: Percipio 2. LICENSE FEES AND COMMITMENT. Customer’s total commitment hereunder is set forth below and is calculated as follows (the “Commitment Fee”). Applicable state and local taxes are not included in the totals below and will be calculated as of the da te of the invoice(s) issued hereunder: YEAR/TERM ANNUAL LICENSE FEES Y1 $507.00 TOTAL $507.00 All fees shall be invoiced annually in advance and are due and payable 100% net 30 days from the date of invoice. AUTO RENEWAL. Following the End Date of the License Term set forth in Section 1 (the “Initial Term”), unless terminated in accordance with the Agreement (or as otherwise expressly permitted herein), this Order Form will automatically renew for an a dditional twelve (12) month term, and shall continue to automatically renew every year thereafter on the anniversary of the Effective Date (each such renewal, a “Renewal Term”). Either party may opt out of any prospective Renewal Term by notifying the other party in writing at least thirty (30) days prior to the commencement of such Renewal Term. During each Renewal Term, Customer shall license the same Skillsoft Products for the same number of Authorized Audience members that were licensed and paid for (specifically excluding any promotional or free of charge Skillsoft Products and/or Authorize d Audience members and/or any “one time” course or platform customization services) as of the End Date of the preceding Initial Term or Rene wal Term, as applicable. For clarification purposes, “one time” course or platform customization services shall mean the initial work required to perform such customizations, however, ongoing maintenance fees related to such one-time customizations shall automatically renew. All license fees payable during any Renewal Term shall be payable annually in advance in accordance with the payment terms set forth in this Order Form for the Initial Term. Skillsoft reserves the right, at its sole discretion, to increase the license fees for any Renewal Term by up to 3% of the li cense fees paid for the then-current license year (“Price Increase Option”). In the event Skillsoft elects to exercise such Price Increase Option, Skillsoft will notify Customer no less than sixty (60) days prior to the end of the Initial Term or Renewal Term, as applicable. Such notice may be provided via email. 3. ORDER FORM DEFINITIONS. Any term not otherwise defined herein shall have the meaning provided it in the Agreement. Licensed User shall mean an individual employee of Customer based in the Territory who is authorized by Customer to access the Skillsoft Products. Territory shall mean North America, however, if any portion of the Territory is subject to an embargo or other legal restriction imposed on either party, that portion of the Territory shall be deemed excluded from the definition of “Territory”. 4. For the purposes of this Order Form only, License Consumption occurs when a member of the Authorized Audience has FY22-00140193Mountain Page 2 of 4 accessed the Percipio platform (each such person, a “Licensed User”). Further, once a member of the Authorized Audience has accessed the Percipio platform, that member is considered to have consumed a license for the Skillsoft Product(s) that have been assigned to that member for the remainder of the then current annual License Term. Notwithstanding the foregoing, Skillsoft a grees that licenses for terminated employees of Customer can be exchanged for a new member of the Authorized Audience during an annual term and that usage of the Skillsoft Product(s) by a terminated employee will not count toward Customer’s License Consumption. The foregoing sentence applies only to full time, regular employees and s hall not apply to contractors or temporary employees of Customer. Course Object shall mean current and future online computer based training materials developed and owned by Skillsoft and/or its licensors in the content areas relating to business skills, employee health and safety, legal compliance, financial services industry, desktop applications and information technology, including all hard copy, machine-readable materials that comprise the object, including, all related software, data, disks, tapes, CD-ROM, Documentation and packaging delivered, including by electronic delivery, to Customer. Planned Course Object(s) that are not commercially available at the time of Customer’s selection are available on a 'when and if' basis. A target date is indicative of the anticipated release date but is subject to change or removal by Skillsoft without notice. The materials provided hereunder have been developed with subject matter expertise from various third parties but are intended fo r informational and educational purposes only and do not constitute legal advice or guarantee compliance with any federal, state or local laws or regulations. Although Skillsoft undertakes all reasonable efforts to maintain the legal accuracy of this content and make updated content available to customers, neither Skillsoft nor any third party represents or warrants that the content reflects current legal developments; customers are encouraged to consult local counsel before taking any action based on the content or information provided hereunder. Percipio Technology & Developer Expert is a package of selected assets in the area of technology & developer, subject to the Authorized Audience level. Skillsoft reserves the right to modify, restrict, or update any content contained in the Percipio Technology & Developer Expert throughout the term of this Order Form . License Term shall mean the period of time from the Start Date through the End Date. Percipio shall mean a method for the delivery of and access to the Skillsoft Products whereby Skillsoft shall host the Skillsoft Produ cts on Skillsoft servers and Customer may obtain access to the Skillsoft Products. Customer may not customize Percipio. Skillsoft shall provide installation of any maintenance releases and/or new version releases to the Percipio platform at no extra charge to C ustomer. The timing of such installations will be at Skillsoft’s discretion. Skillsoft shall maintain backups of customer data for a period of not more than ninety (90) days. Skillsoft will provide storage for custom content, at no additional cost, as follows: 200 gigabytes of storage space (Initial Storage Allowance). Customer shall be responsible for monitoring its use of the s torage and if Customer exceeds the Initial Storage Allowance, Customer will be charged at the price per gigabyte of $70.00. 5. ADDITIONAL TERMS. Notices. Notices shall be sent to the respective addresses of each party as follows : If to Skillsoft: Skillsoft Corporation 300 Innovative Way, Suite 201 Nashua, NH 03062 Attn: Contracts Dept Admin 5.1 Fax: (603) 324-3009 If to Customer: City of El Mirage 10000 N El Mirage RD El Mirage, AZ 85335 Attn: Tom Bacome Governing Law and Venue. This Agreement and all disputes hereunder, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without reference to its conflicts or choice of law provisions. All claims, disputes and/or lawsuits in connection with this Agreement shall be brought in the courts of the State of Delaware, and each party to this Agreement hereby irrevocably submits to the jurisdiction and venue of such courts. RATIFICATION. The terms and conditions of the Agreement shall govern the use of the Skillsoft Products provided hereunder FY22-00140193Mountain Page 3 of 4 The authorized representatives of Skillsoft and Customer have executed this Order Form signifying their agreement to its contents. SKILLSOFT CORPORATION CITY OF EL MIRAGE Signature Signature Print Name Print Name Title Title Date Date FY22-00140193Mountain Page 4 of 4 CUSTOMER INFORMATION EXHIBIT BILL TO City of El Mirage SHIP TO City of El Mirage CONTACT Tom Bacome CONTACT Tom Bacome PHONE (623) 876-2991 PHONE (623) 876-2991 E-MAIL tbacome@elmirageaz.gov E-MAIL tbacome@elmirageaz.gov ADDRESS 10000 N El Mirage RD ADDRESS 10000 N El Mirage RD CITY El Mirage CITY El Mirage STATE AZ STATE AZ COUNTRY USA COUNTRY USA ZIP CODE 85335 ZIP CODE 85335