Apprenticeship Agreement - OpenClassrooms

Last update: 30 September, 2024

These terms and conditions (“Agreement”) are made and entered into by and between OPENCLASSROOMs, Inc. (“OpenClassrooms”) and the Customer, whose details are specified in the SOW (“Customer”), (collectively referred to as the “Parties” and individually as a “Party”).

This Agreement represents the full and complete agreement between the Parties. This Agreement supersedes all prior agreements between the parties hereto regarding the subject matter hereof. Any document provided by Customer (General Terms and Conditions, terms on the back of a purchase order, etc.) is also expressly excluded.

The following documents are applicable to the Agreement, in decreasing order of priority:

The Statement of Work (“SOW”),
This Agreement,
The Exhibits,
The invoices, if applicable,
The quotes, if applicable.

Customer and OpenClassrooms hereby agree to all terms of this Agreement, including all other Exhibits attached hereto, which are hereby incorporated into this Agreement.

Intending to be legally bound and in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

Programs

Each OpenClassrooms’ Program includes an optional three-month pre-apprenticeship bootcamp training component followed by approximately twelve (12) months of employer-led On-the-Job Training and mentorship in which apprentices work on customer projects with oversight and mentorship of a journeyworker of the Customer and additional related technical instruction and mentorship provided by OpenClassrooms.

TERM

This Agreement will be effective for the duration mentioned in the SOW.

PROVISION OF SERVICES - USE OF THE SERVICES

A. General Services Description. Throughout the Term, and subject to and conditioned on Customer’s timely and full payment of Compensation and compliance with all other terms and conditions of this Agreement, OpenClassrooms undertakes to provide the Customer with the Services described in the SOW.

B. Corrective Maintenance and updates.Throughout the term of the Agreement, OpenClassrooms will use commercially reasonable efforts to carry out corrective maintenance on the Platform. Accordingly, OpenClassrooms will use commercially reasonable efforts to develop its Services in order to keep up with technological advances and may take any action, including but not limited to, taking down Program Materials, to comply with applicable standards, improving the performance, availability and reliability of the Services. All new versions of the Platform and Program Materials will be posted as soon as they become available; it is expressly agreed that only the most recent versions will be available to the Customer.

C. Provision of Services.The provision of the Services requires the active collaboration of the Customer and the transmission to OpenClassrooms of information, such as the contact details (email, address and telephone number) of the project manager, of the Customer Administrator, or those of employees involved with the Services, as well as any other information of the same type as may be requested by OpenClassrooms’ Employer Success team from time to time. The Services will be made available to the Customer using the Customer’s equipment. Each Apprentice is assigned login credentials. The login credentials open rights defined according to the training of each Apprentice. These rights are allocated only for the Term. These login credentials are strictly personal; they must in no case be communicated to a third party, including, without limitation, another Apprentice. It is specifically the sole responsibility of the Customer to define the security rules and conditions of access to the Services by Apprentices. OpenClassrooms cannot, under any circumstances, be held liable if an unauthorized third party accesses the Services.

D. Use of the Services & Restrictions.The Services are used by the Customer under its sole control and responsibility, for its own needs. The Customer shall be entirely and solely liable for the vetting of the Apprentices, including, in particular, the fulfillment of the prerequisites for any given training by the selected Apprentices. Apprentices must be registered on the Platform as Apprentices for the implementation of the Services and therefore undertake to comply with the Terms of Use. Customer shall not, and shall not permit any of its Apprentices to, use the Services for any purposes beyond the scope granted in this Agreement. Without limiting the generality of the foregoing, Customer shall not at any time, directly or indirectly, and shall not permit any Apprentices to: (i) copy, modify, or create derivative works of the Program Materials or Instructional System, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Program Materials or Instructional System; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Program Materials or Instructional System, in whole or in part; (iv) remove any proprietary notices from the Program Materials or Instructional System; (v) use the Program Materials, Instructional System or any component thereof to develop competitive products or services ; or (vi) use the Program Materials or Instructional System in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Requirements of Law.

E. Program updates. In order to ensure the development of each Program or maintain its level of quality, OpenClassrooms may adapt and/or modify content, as well as certain operational modalities for the provision of the Services.

PARTIES’ OBLIGATIONS

Cooperation.Each Party will cooperate with and assist the other Party, its employees, agents, and representatives, at all times during the Term so as to deliver the Services in an efficient manner. Each Party will, from time to time, at the request of the other Party and without further consideration, execute and deliver such other instruments and take such other action as the requesting Party may reasonably request to undertake the Services and carry out the intent and purposes of this Agreement.

Provision of Information and Customer Data. Customer must provide all information, instructions, and documentation required by OpenClassrooms for the deployment and administration of the Services. Customer shall work fairly and actively with OpenClassrooms and, in particular, to provide or grant easy access to any Customer Data OpenClassrooms may need in order to perform its obligations under the Agreement, subject to such disclosure being permitted under the Requirements of Law. Customer will verify the accuracy and completeness of all information and Customer Data provided to OpenClassrooms. Customer shall comply with all Requirements of Law and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Platform, Services, or any Customer Data outside the United States.

Customer’s rights and obligations

General obligations. All rights and obligations are described in this T&C’s and SOW(s).

OpenClassrooms’ rights and obligations

A. General obligations. All rights and obligations are described in this T&C’s and SOW(s).

B. Security. During the term of the Agreement, OpenClassrooms undertakes to apply all the provisions described in its Security Plan.

C.OpenClassrooms Mentors. OpenClassrooms has implemented measures to assess professional skills as well as background checks in order to ensure adequation of the mentor with the mentoring activities, including criminal record checks.

D. Ethical Values. As a mission-driven and B Corp certified company, the ethical values of OpenClassrooms include acting as a responsible employer and pursuing a socially responsible environmental policy. Our ethical values are detailed in our Ethical Code available on our Platform. In case of suspicion of violation or failure to comply with the principles of the Ethical Code that could harm the brand or reputation of OpenClassrooms, the latter will have the right to terminate the Agreement, without notice, and without prejudice to any legal or extrajudicial procedure and damages to which it could claim.

COMPENSATION, INVOICING AND PAYMENTS

Compensation.As compensation for OpenClassrooms’ delivery of the Programs and Services, Customer will compensate OpenClassrooms.

The Compensation is exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on OpenClassrooms’ income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Compensation or the provision of the Services. Customer will make all payments of Compensation to OpenClassrooms free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Compensation to OpenClassrooms will be Customer’s sole responsibility, and Customer will provide OpenClassrooms with official receipts issued by the appropriate taxing authority, or such other evidence as OpenClassrooms may reasonably request, to establish that such taxes have been paid.

Funding. In the event of payment of the Compensation by a public or private entity other than Customer, the funding provisions will be detailed in the SOW.

Non-refundability. The Compensation paid by Customer to OpenClassrooms under this Agreement is non-refundable, except in the event of termination for material breach of OpenClassrooms or termination as the result of an Event of Force Majeure, in which event a proportionate amount of the Compensation will be refunded to Customer. For the avoidance of doubt, the Compensation agreed to by the Parties remains due by the Customer, including, without limitation, where an Apprentice completes training before the expiration of the Term or does not complete a Program for whatever reason.

Invoicing and Payments.The Customer shall pay to OpenClassrooms an upfront payment of 100% of the total annual Compensation upon the Effective Date of the SOW, within thirty (30) days from the date of OpenClassrooms’ issuance of the corresponding invoice. OpenClassrooms will invoice the Compensation to the billing contact designated by Customer. If payment is not made by Customer by the due date, in addition to any rights provided to OpenClassrooms in the event of a material breach, any portion of the amount not paid shall bear interest from the due date at Delinquency Interest Rate. Notwithstanding the foregoing, if the Delinquency Interest Rate exceeds the maximum interest rate allowed by law, the Delinquency Interest Rate will be reduced to the highest rate allowed by law. Without prejudice to the foregoing provisions and to the right for OpenClassrooms to terminate the Agreement, in the event of any late payment exceeding thirty (30) days, OpenClassrooms is entitled to automatically suspend the supply of the Services without prejudice to any penalty, damages, and interests that OpenClassrooms could claim. For the avoidance of doubt, such suspension shall not relieve the Customer of its obligation of payment.

Expenses.OpenClassrooms shall be reimbursed for the reasonable and actual out-of-pocket expenses incurred by OpenClassrooms in the performance of OpenClassrooms’ duties and responsibilities under this Agreement, provided that OpenClassrooms shall obtain the prior approval of Customer and first furnish proper vouchers and expense accounts.

Payrolls. No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to OpenClassrooms. The payroll or employment taxes that are the subject of this Section include, but are not limited to, FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, and state unemployment insurance tax.

TERMINATION - SUSPENSION

Termination. Following the conclusion of the Dispute resolution process, each Party shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice if the other Party is in material breach of this Agreement and the breaching Party fails to cure such breach before the 30-day notice period expires.

Specific case. In the absence of a suitable candidate to fill Customer open position(s) within 60 days of signature of the Agreement, Customer may decide to terminate the latter. In this case, Customer will send an email with an acknowledgment receipt to OpenClassrooms within 15 days’ prior notice. No compensation will be due by OpenClassrooms as a result of this termination.

Suspension of Services.With or without terminating this Agreement, OpenClassrooms may suspend its delivery of the Services for any period when Customer is in breach until such time as the breach is cured.

Effect of Termination.Upon termination for any reason other than the material breach of OpenClassrooms or an Event of Force Majeure, any amounts owed under this Agreement by the Customer will be immediately due and payable. In the event of termination as the result of material breach by OpenClassrooms or an Event of Force Majeure, if the Customer has fully paid the Compensation due for the Term, OpenClassrooms will refund to Customer the proportion of the Compensation attributable to the period of time remaining in the Term up until, but not including, the next anniversary of the Effective Date of the SOW. Upon expiration or termination of the Agreement for any reason whatsoever, the Services will be disconnected. OpenClassrooms will return to the Customer or delete or have deleted all Customer Data related to the Services within sixty (60) days after the expiry or termination of the Agreement. Before such deletion, and upon request of the Customer within thirty (30) days after the expiry or termination of the Agreement, the Customer Data will be transferred to the Customer.

PROPRIETARY RIGHTS

Ownership of Materials. Title to the Program Materials and Instructional System and any modifications, improvements, or adjustments made to the Program Materials or Instructional System made by Customer will remain with OpenClassrooms, subject to the limited license provided to Customer in this SOW. Nothing in this Agreement shall be deemed to grant to Customer any rights in the OpenClassrooms’ IP, other than the limited license provided by OpenClassrooms. It is understood between the Parties that OpenClassrooms is a subsidiary of OpenClassrooms SAS, a French company, which owns intellectual property rights related to the Services.

License for Instructional System, Program Materials, and OpenClassrooms IP. OpenClassrooms grants to Customer a nonexclusive, non transferable, revocable license, during the Term, to allow Apprentices to use the Instructional System, Program Materials, and OpenClassrooms’ IP only for participation in and utilization of the Programs, subject to Customer’s compliance with the terms of this Agreement, the RAP Requirements, and other Requirements of Law.

This license is only granted to Customer, and any attempt to transfer it or any of the rights associated with it shall be void. The Instructional System, Program Materials, and OpenClassrooms IP are owned by OpenClassrooms, incorporate OpenClassrooms’ trade secrets, and incorporate components protected under copyright and other intellectual property laws as applicable.

Derivative Works and Feedback.Customer acknowledges and agrees that all Derivative Works are owned by OpenClassrooms and that the Derivative Works may be made available by OpenClassrooms to other customers. Customer hereby irrevocably and unconditionally assigns to OpenClassrooms, and agrees to assign to OpenClassrooms, all of Customer’s rights, title, and interest in any Derivative Works. To the extent that OpenClassrooms receives Feedback, OpenClassrooms may use, disclose, and exploit such Feedback to improve the Programs, the Instructional System, or the OpenClassrooms IP, and to develop and provide other programs and services. Customer hereby grants to OpenClassrooms a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Instructional System, the Services, and/or OpenClassrooms’ business. Further, OpenClassrooms may use any knowledge, skills, or techniques it acquires in delivering the Services for the benefit of third parties, provided the knowledge, skills, and techniques do not include Confidential Information of the Customer.

Name, Logo, and Trademarks.Neither Party will use each other’s name, logo, or trademarks in any fashion without the express written consent of the other Party, except in connection with publicity authorized in this SOW. Any reproduction, imitation or total or partial unauthorized representation of OpenClassrooms’ trademarks, logos, and distinctive signs by the Customer or Apprentices constitutes a copyright infringement, on which grounds the infringing party may face civil and criminal prosecution.

Publicity. Customer acknowledges and agrees that OpenClassrooms may issue press releases, presentation materials, and other publicity relating to the Programs, and may include the Customer’s corporate name and/or distinctive signs on a list of commercial references communicated to the public, in particular on the Platform and in the commercial documentation of OpenClassrooms, provided that such materials contain no confidential materials of Customer. Except as permitted in the preceding sentence, neither Party will issue any press releases, media statements, press or media interview, or presentations about this Agreement without the prior written consent of the other Party.

U.S. Government Restricted Rights.If a Customer is a governmental entity, then this provision also applies to Customer. The software contained within the Instructional System and provided in connection with the Services and this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227- 7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this Agreement and shall be prohibited except to the extent expressly permitted by the Agreement.

CONFIDENTIAL INFORMATION

Use and Disclosure. The Parties acknowledge that, in the course of performance of this Agreement, one Party (“Disclosing Party”) may find it necessary to disclose or permit access to Confidential Information to the other Party (“Receiving Party”) and its personnel. Disclosing Party's disclosure of, or provision of access to, Confidential Information to Receiving Party’s personnel is solely for the purposes agreed under this Agreement.

Confidential Treatment. Confidential Information disclosed to a Receiving Party will be held in confidence by the Receiving Party and not disclosed to others or used except as expressly permitted under this Agreement or as expressly authorized in writing by the Disclosing Party. Each Party will use the same degree of care to protect the other Party’s Confidential Information as it uses to protect its own information like nature, but in no circumstances less than reasonable care.

Allowances. Notwithstanding anything to the contrary in this Section, Confidential Information may be disclosed by a Receiving Party: (i) to those of its employees, agents, and consultants who have a need to know to perform their duties under this Agreement and who are contractually or legally obligated to hold such Confidential Information in confidence and restrict its use consistent with the Receiving Party’s obligations under this Agreement; (ii) to the Receiving Party’s auditors, outside counsel, accountants and other similar business advisors, or in connection with an actual or prospective sale or transfer of assets; and (iii) to the extent required by law, pursuant to a duly authorized subpoena, court order or government authority, provided that: (a) the Receiving Party provides the Disclosing Party with sufficient advance notice of such disclosure requirement or obligation to permit Disclosing Party to seek a protective order or other appropriate remedy protecting its Confidential Information from disclosure; and (b) Receiving Party limits the release of the Confidential Information to the greatest extent possible under the circumstances.

Exceptions.Obligations under this Section will not apply to information which: (i) was in the public domain or generally available to the public prior to receipt thereof by the Receiving Party from the Disclosing Party, or which subsequently becomes part of the public domain or generally available to the public before any wrongful act of the Receiving Party or an employee or agent of the Receiving Party; (ii) was in the possession of the Receiving Party without breach of any obligation hereunder to the Disclosing Party prior to receipt from the Disclosing Party; (iii) is later received by the Receiving Party from a third party, unless the Receiving Party knows or has reason to know of an obligation of secrecy of the Third Party to the Disclosing Party with respect to such information; (iv) is developed by the Receiving Party independent of such information received from the Disclosing Party; or (v) has previously been disclosed by the Disclosing Party to third parties without obligation of secrecy.

Remedies and Responsibilities. Each Party acknowledges that the other Party has the right to take all reasonable steps to protect its Confidential Information, including without limitation, seeking injunctive relief and/or any other remedies that may be available at law or in equity, all of which remedies shall be cumulative and in addition to any rights and remedies available by contract, law, rule, regulation, or order. Any requirements for a bond in connection with any such injunctive or other equitable relief are hereby waived by both Parties.

DATA PRIVACY

Protection of data. Personal data collected for the purpose of the Agreement is processed by OpenClassrooms in accordance with the privacy policy, available on our Platform.

DISCLAIMER - LIMITATIONS

Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER’S USE OF THE INSTRUCTIONAL SYSTEM, PROGRAMS, AND THE SERVICES IS AT CUSTOMER’S SOLE RISK, AND THE INSTRUCTIONAL SYSTEM, PROGRAMS, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. OPENCLASSROOMS EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE INSTRUCTIONAL SYSTEM, PROGRAMS, AND THE SERVICES. OPENCLASSROOMS MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE INSTRUCTIONAL SYSTEM, PROGRAMS, AND THE SERVICES WILL MEET CUSTOMER REQUIREMENTS; (2) CUSTOMER’S USE OF THE INSTRUCTIONAL SYSTEM, PROGRAMS, AND THE SERVICES PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE INSTRUCTIONAL SYSTEM, PROGRAMS, AND THE SERVICES WILL BE ACCURATE OR RELIABLE.

Limitations of Liability

OPENCLASSROOMS SHALL NOT BE HELD LIABLE FOR DAMAGES RESULTING FROM ERRORS DUE TO CUSTOMER DATA, ANY INPUT BY THE CUSTOMER OF INCORRECT DOCUMENTS OR INFORMATION OR ANY OMISSION BY THE CUSTOMER OF INFORMATION, CUSTOMER DATA AND DOCUMENTS NECESSARY FOR THE PROPER PERFORMANCE OF THE SERVICES.

OPENCLASSROOMS CANNOT BE HELD LIABLE FOR ANY DAMAGE SUFFERED BY THE CUSTOMER DUE TO:

ANY INTERRUPTION OF THE SERVICES INDEPENDENT OF THE CONTROL OF OPENCLASSROOMS;
MISUSE OF THE SERVICES BY THE CUSTOMER;
ANY INCIDENT OR INTERRUPTION OF THE SERVICES CAUSED BY AN INCIDENT/FAILURE OCCURRING ON THE CUSTOMER'S EQUIPMENT;
ERRORS OR OMISSIONS IN THE CONTENT POSTED ONLINE BY CUSTOMER OR APPRENTICES AS PART OF THE SERVICES;
A SUSPENSION OF SERVICES OR THE TERMINATION OF THE AGREEMENT AS A RESULT OF A USE OF THE SERVICES BY CUSTOMER OR APPRENTICES THAT INFRINGES THIRD PARTIES’ RIGHTS OR VIOLATES ANY REQUIREMENTS OF LAW.

OPENCLASSROOMS SHALL IN NO EVENT BE RESPONSIBLE FOR ANY INDIRECT DAMAGE SUFFERED BY THE CUSTOMER UNDER THIS AGREEMENT, SUCH AS ANY COMMERCIAL LOSS, LOSS OF CUSTOMERS, LOSS OF ORDERS, COMMERCIAL DISTURBANCES WHATSOEVER, LOSS OF PROFIT, LOSS OF REVENUE, DAMAGE TO IMAGE OR REPUTATION OR FOR ANY CLAIM MADE AGAINST THE CUSTOMER BY A THIRD PARTY. THE PARTIES EXPRESSLY AGREE THAT OPENCLASSROOMS SHALL SOLELY BE LIABLE IN THE EVENT OF A PROVEN FAULT. THE MAXIMUM AGGREGATE LIABILITY OF OPENCLASSROOMS TO THE CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR THE DIRECT LOSSES SUFFERED BY THE CUSTOMER, ON ALL GROUNDS COMBINED, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF OCCURRENCE OF THE CHARGEABLE EVENT FOR WHICH THE LIABILITY OF OPENCLASSROOMS HAS BEEN PROVEN, MINUS ALL COSTS INCURRED BY OPENCLASSROOMS OR ITS SUBSIDIARIES FOR THE PERFORMANCE OF THE SERVICES. OPENCLASSROOMS CANNOT BE HELD RESPONSIBLE FOR THE NON-EXECUTION OR DELAYS IN THE PERFORMANCE OF THE SERVICES DUE, IN FULL OR IN PART, TO THE CUSTOMER'S FAULT OR TO THE OCCURRENCE OF AN EVENT OF FORCE MAJEURE OR ANY OTHER CASE BEYOND OPENCLASSROOMS’ CONTROL PREVENTING THE NORMAL PERFORMANCE OF THE SERVICES.

Indemnification. Customer agrees to indemnify, defend and hold OpenClassrooms and its parent, subsidiaries, and affiliates, and their respective parents’, subsidiaries’ and affiliates’ officers, directors, employees, agents and representatives harmless from and against any and all Losses arising out of or relating to: (i) any Claim brought by a third-party, including Claims brought by Apprentices or Customer’s employees or agents,under any labor and employment laws or regulations, employee benefit or tax laws or regulations of the United States or of any State; (ii) any Claim brought by a third-party, including Claims brought by Apprentices, for payment or failure to pay any salary, wages, pensions, benefits or other compensation due and owing to any Apprentice. Notwithstanding anything to the contrary in this Agreement, Customer shall not be liable to OpenClassrooms for, or have any duty of indemnification with respect to Customer for, any Claims brought under this Section that are arising out of or are related to OpenClassrooms’ violation of applicable law as determined by a court or arbitrator.

INSURANCE

Each Party maintains and agrees to maintain, at its sole expense and all times during the Term, a suitable, comprehensive program of risk mitigation and liability insurance with authorized insurance carriers protecting against risks and liabilities relating to the Services.

Each of the Parties shall have the right, during the Term, to request copies of such certificates of insurance and/or other evidence of the adequacy of the above insurance coverage from the other. Customer remains solely obligated to maintain Workers Compensation insurance and all other employment-related insurance applicable to the Apprentices.

SUBCONTRACTING

Subcontracting.OpenClassrooms may freely subcontract its duties and obligations under this Agreement. In the event that OpenClassrooms subcontracts any of its duties and obligations, OpenClassrooms agrees that such permitted subcontracting shall not release OpenClassrooms from any of its obligations under this Agreement.

MISCELLANEOUS

Force Majeure.Notwithstanding any other provision of this Agreement, OpenClassrooms shall not be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance due to Events of Force Majeure.

Without limiting the generality of the foregoing, OpenClassrooms shall not be liable to Customer in any way for any failure or delay in the performance of OpenClassrooms’ obligations under this Agreement if such failure is caused, directly or indirectly, by Customer’s (or its contractor’s or agent’s) performance of, or failure to perform, its obligations under this Agreement. The occurrence of an Event of Force Majeure suspends the performance of the Agreement, except for Customer’s payment obligations. If the Services remain suspended due to an Event of Force Majeure beyond a period of three (3) months, the Agreement shall be terminated for the portion of the Services concerned, unless otherwise agreed by the Parties.

Notices.Any notices to be given under this Agreement shall be in writing and shall be deemed duly given upon receipt, after being sent using a method that provides for positive confirmation of delivery to the address(es) or email address provided by a Party from time to time, including through an automated receipt or by electronic log.

If to OpenClassrooms:

OpenClassrooms Inc.

60 Broad Street –

Suite 3502,

NY 10004

With a copy to:

OpenClassrooms SAS

Attn: CEO

2 cour de l’Ile Louviers

75004 Paris (France)

Entire Agreement; Amendment; Assignments.This Agreement, along with the applicable documents referenced in the preamble, supersedes all prior agreements between the Parties hereto regarding the subject matter hereof. Each Party represents and warrants to the other Party that it has the authority to enter into and bind to the terms of this Agreement. This Agreement (i) may only be modified in writing signed by both Parties; and (ii) may not be assigned to a third party by Customer, in whole or in part, directly or indirectly, by any means whatsoever, including the effect of a merger, partial transfer of assets or any other universal transfer of assets. OpenClassrooms may transfer all of its rights and obligations under the Agreement to a third party, it being understood that the entity taking over the Agreement will be holding the same rights and obligations as OpenClassrooms.

Construction of Agreement. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party hereto by any court or arbitrator by reason of such Party having or being deemed to have structured or drafted such provision.

Severability.If any provision of this Agreement is held to be unenforceable, then both Parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent or, if that is not possible, by substituting another provision that is enforceable and achieves the same objective and result. It is expressly understood and agreed that each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion or damages or other remedies is intended to be enforced as such. Further, it is expressly understood and agreed that in the event any remedy under this Agreement is determined to have failed its essential purpose, all limitations of liability and exclusions of damages or other remedies shall remain in effect.

Independent Contractor. OpenClassrooms is acting as an independent contractor in its capacity under this Agreement. Nothing contained in this Agreement or in the relationship of the Customer and OpenClassrooms shall be deemed to constitute a partnership, joint venture, or any other relationship between the Customer and OpenClassrooms except as is limited by the terms of this Agreement.

No Third Party Beneficiaries. Except as expressly provided herein, this Agreement is entered into solely between, and may be enforced only by, Customer and OpenClassrooms. This Agreement will not be deemed to create any rights or causes of action in or on behalf of any third parties, or to create any obligation of a Party to any such third parties.

Non-exclusivity.OpenClassrooms may represent, perform Services for, and/be retained by such additional companies, persons, or clients as Customer in OpenClassrooms’ sole discretion. For the sake of clarity, this Agreement is non-exclusive and shall not in any way prohibit either party from entering into like arrangements with any other third party.

Waiver. No delay or omission by either Party to exercise any right or power unless in writing and signed by the Party waiving rights it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either Party of any covenant or breach shall not be construed to be a waiver of any succeeding breach or of any other covenant.

Survival. All provisions of this Agreement that logically ought to survive expiration or termination of this Agreement shall survive.

DISPUTE RESOLUTION - GOVERNING LAW

Resolution by Senior Officers.A Dispute will initially be submitted to a Senior Officer from each Party for resolution by mutual agreement between said officers. Any mutual determination by the Senior Officers will be final and binding upon the Parties. However, should such Senior Officers fail to arrive at a mutual decision as to resolution of the Dispute within forty-five (45) days after written notice to both individuals of the Dispute, then the Dispute may be submitted to Courts.

Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive and procedural laws of the State of Delaware without regard to conflict of law principles.

EXHIBIT A

DEFINED TERMS

Administrator Guide: Guide provided by OpenClassrooms to the Customer Administrator during the onboarding of the Services.

Agreement: the present document, its Exhibits, the addenda and the SOW.

Apprentice: A Qualified Candidate employed by Customer or an Independent Staffing Company for a Pre-apprenticeship Bootcamp Program and/or a RAP

Apprenticeship Agreement (671 Form): A written agreement, complying with the RAP Requirements, between an Apprentice and OpenClassrooms, as the sponsor of the RAP(s).

Apprenticeship Success Manager: An individual contracted or employed by OpenClassrooms to conduct standing meetings with journeyworkers, collaborate with Customer to resolve any concerns arising during the course of the RAPs, and otherwise support the successful implementation of the RAPs.

Candidate: An individual at least 18 years of age who has applied for a RAP.

Claim: Any threatened, alleged or actual claim or any demand, action, litigation, arbitration, agency proceeding, or investigation

Compensation: The amount equal to the per Apprentice fee for each Program as specified in the SOW, multiplied by the number of Apprentice licenses purchased for each Program.

Confidential Information: Proprietary, non-public or confidential information owned by a Party.

Course: Video resources, online reading, quizzes and exercises to help Apprentices achieve their learning goals.

Customer Administrator: A person appointed by the Customer who will serve as the primary point of contact for the Employer Success Team for the administration of all Programs.

Customer Data: Any information, including Personal Data, on Apprentices or other individuals OpenClassrooms receives from Customer during the delivery of the Programs, including data generated by an Apprentice. This includes information collected and maintained by any relevant Independent Staffing Company.

Delinquency Interest Rate: An interest rate of eighteen (18%) per annum.

Derivative Works: Any modifications, improvements, or adjustments made to the Program Materials, Instructional System, or OpenClassrooms IP made by Customer.

Dispute: All claims and disputes arising under or relating to this Agreement.

EEO and Affirmative Action Requirements: The requirements and expectations set forth in Article I.I of the Requirements for Apprenticeship Sponsors Reference Guide developed by the Office of Apprenticeship.

Effective Date: Defined in the SOW.

Employer: The business entity that formally employs and pays RAP Employees for the duration of a Pre-apprenticeship Program Bootcamp, if applicable, and a RAP. If not the Customer, this may be an Independent Staffing Company.

Employer Acceptance Agreement: A written agreement, complying with the RAP Requirements, between the Employer, the Office of Apprenticeship, and OpenClassrooms, as the sponsor of the RAPs.

Program Management Team: The OpenClassrooms team in charge of the deployment of the Services and the support to the Customer when using the Services.

Events of Force Majeure: Circumstances beyond OpenClassrooms’ reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemic, strikes or other labor unrest or problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within OpenClassrooms’ possession or reasonable control.

By way of example only, any governmental or legal restrictions, legal or regulatory modifications of the forms of marketing, total or partial blocking of the means of telecommunications, as well as a breakdown of the Platform or any occurrence at the OpenClassrooms hosting provider of a breakdown and any other case beyond the control of the Parties and preventing the normal performance of the Services.

Feedback: Any suggestions, ideas, improvements, modifications, feedback, error identification, or other information related to the Program Materials, Instructional System, or OpenClassrooms’ IP provided by Customer.

Independent Staffing Company: Third-party company formally engaged by Customer to hire and pay Apprentices during the Pre-apprenticeship Bootcamp Programs and RAPs.

Instructional System: The Administrator Guide, Platform, Courses, Paths, instructional content, assessments, project templates and resources, training materials, software, technical infrastructure, and other system components used by OpenClassrooms to administer the learning and instructional aspects of the Programs and Services.

Job Description: Defined in the SOW.

Journeyworker: A Customer employee who has attained a level of skill, abilities, and competencies required for a Job Description.

Mentor OpenClassrooms: A domain / occupational subject matter expert from OpenClassrooms.

OpenClassrooms’ IP: The Program Materials, the Instructional System, or any of OpenClassrooms’ intellectual property, trade secrets, trademarks, trade names, brands, logos, visuals, or other proprietary rights.

Office of Apprenticeship: The U.S. Department of Labor Office, Employment and Training Administration, Office of Apprenticeship.

On-The-Job Training: The work-related activities overseen and supported by Customer in accordance with the Programmatic Requirements to enable an Apprentice to gain the knowledge and skills expected for a RAP.

Path: An online education experience that includes projects, courses, and mentoring sessions.

Platform: OpenClassrooms’ digital platform available via website and/or mobile application allowing access to the Services.

Pre-apprenticeship Bootcamp Program: A Pre-apprenticeship Bootcamp program Customer is utilizing to prepare individuals for a RAP, which may include one or more Programs delivered by OpenClassrooms.

Probationary Period: The period of time specified in the Programmatic Requirements during which either the Apprentice or Customer can terminate the apprenticeship by notifying the other party in writing.

Process; Processes; Processing: Any operation or set of operations that are performed on Personal Data by either automated or not automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

Program(s): The Pre-apprenticeship Bootcamp Programs and the RAPs described in the SOW.

Program Materials: The Job Descriptions, Programmatic Requirements, writing training materials, any on-line help files, written technical instructions, or other written instruction manuals regarding the use of the Instructional System or delivery of the Programs provide.

Programmatic Requirements: Defined in the SOW.

Qualified Candidate: A Candidate that has been determined by OpenClassrooms to have met the minimum qualification requirements in the Job Description.

RAP Requirements: The Programmatic Requirements, the requirements in Title 29 Code of Federal Regulations (CFR) part 29, subpart A and part 30, the Requirements for Apprenticeship Sponsors Reference Guide developed by the Office of Apprenticeship, and other requirements established from time to time by the Office of Apprenticeship.

RAPIDS: The Registered Apprenticeship Partners Information Data System (RAPIDS), a system of the Office of Apprenticeship that provides for the automated collection, retention, updating, retrieval, and summarization of information related to apprentices and apprenticeship programs.

RAPs: Registered apprenticeship program(s) sponsored by OpenClassrooms and delivered pursuant to this Agreement.

Related Technical Instruction: The organized and systematic form of instruction delivered by OpenClassrooms during a RAP designed to provide the Apprentice with the knowledge of the theoretical and technical subjects related to the applicable Job Description.

Requirements of Law: All federal, state, or local laws, statutes, ordinances, or regulations by any governmental entity governing or applicable to the administration, use, and delivery of the Services and the performance of the Parties’ respective obligations under this Agreement.

Senior Officer: A chief executive officer, vice president, director, or general manager.

Services: Defined in the SOW.

Statement of Work (SOW): Separate document which describes all operational aspects of the contractual relationship between the Parties.

Terms of Use: The terms of use for Apprentice access to the Platform and services, available at https://openclassrooms.com/en/terms-conditions, as may be amended and updated from time to time.