Leads may be resubmitted within 4 months of the leads license renewal date.

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1 1. LEAD GENERATION SERVICES (a) IBP agrees to collect and provide School with Leads as further specified herein and as described in the Lead Payment Schedule as may be executed by the parties from time to time. Each executed Lead Payment Schedule shall automatically be incorporated into and become part of and subject to this Agreement. School shall use Leads solely for the purpose of soliciting School's products and services. School may not resell or transfer the Leads to any third party. School agrees that the Disputed Leads remain the sole property of IBP and nothing in the Agreement grants School ownership of or right to use the Disputed Leads. IBP shall send School Leads in the manner indicated in the applicable Lead Payment Schedule. (b) Any IBP generated Advertisements will be subject to review by IBP and School, and each of IBP and School reserves the right to reject or remove any Advertisement at any time at its sole discretion. In addition, no Advertisement shall make any representation about School, its academic programs, financial charges, the employability of its graduates or any applicable regulatory approvals without the prior written consent of School. School acknowledges that IBP has not made any guarantees with respect to usage statistics, Lead generations or levels of impressions for any Advertisement. (c) Lead Caps: Each IBP will have a daily cap of 10 leads. Exceptions will be granted upon request. StateCE agrees to pay up to 100 qualified leads annually. Bulk IBPs may contact StateCE to negotiate additional terms. (d) An IBP will be eligible to receive Overrides through one generation of down line. Down line is created when an IBP recruits additional people to enroll in the IBP program. Recruits must agree to StateCE terms and conditions and must enroll in the program from their recruiters microsite. If an IBP recruit enrolls in the program from the main StateCE website and not from their up line IBP s microsite, any leads they generate will not count to their recruiter s Overrides. If an IBP s down line becomes a Bulk IBP, their up line will not be eligible to earn Overrides. (e) Leads may be resubmitted within 4 months of the leads license renewal date. 2. FEES AND PAYMENT (a) School agrees to pay IBP the amount set forth on a Lead Payment Schedule for each Qualified Lead (b) Any Disputed Leads must be returned by the School to IBP with an explanation of why the School believes the Lead is not a Qualified Lead within [[five days]] of delivery to the School. If IBP determines that a Disputed Lead is a Qualified Lead, it must provide an explanation to the School. School has the right to accept or reject the Disputed Lead. If a Disputed Lead is not returned with an explanation for the dispute, IBP will return the Disputed Lead to the School and provide an additional [[2 days]] to return with an explanation. If after such time no explanation is provided, the Disputed Lead will be deemed a Qualified Lead. (c) School shall pay IBP any amounts owed under this Agreement within [[30 days] from the end of each month] for all Qualified Leads delivered pursuant to this Agreement during each month with such payment to be based on school s records regarding the delivery of Qualified Leads. (d) Overrides will follow the Lead Payment Schedule for each Qualified Lead. 3. INTELLECTUAL PROPERTY 300 N. Coit Road, Suite 1400 Richardson, Texas (972)

2 Page 2 of 5 Each of IBP s and School owns its respective web site(s) and the material and content on such web sites. Except as set forth in the next sentence, nothing herein grants to one party any right, title, or license to the other party's intellectual property rights. School grants to IBP a nonexclusive license to set up and display the Advertisements (including any name, trademarks and service marks displayed thereon) on IBP s website(s) and affiliated sites during the Term of this Agreement. Upon termination of this Agreement, IBP will uninstall the Advertisements. Nothing in this Agreement grants School any right to use the name, trademark, or service mark of IBP in any Advertisement, sales promotion or press release without IBP's prior written approval. 4. REPRESENTATIONS AND WARRANTIES (a) School Warranties. The School and each of its subcontractors, subsidiaries and affiliates represents and warrants that: (i) All Leads will be used, accessed, and maintained in strict compliance with all applicable laws and regulations, School s privacy policy, the terms of the Lead Payment Schedule, and the limited scope of the authorization provided by the user submitting the lead information; (ii) any Leads received by School will be used solely to market School's products or services during the Term, (iii) any Leads received by School will not be resold, transferred, sublicensed or assigned by School, both during and after the Term (except as otherwise authorized). All Advertisements are accepted upon the representation and warranty that School has the right to publish the contents of the Advertisement, without infringement of any rights, including without limitation copyright and other intellectual property rights, of any third party. (b) IBP Warranties. The IBP and each of its subcontractors, subsidiaries and affiliates represents and warrants that: (i) it has the right, power and authority to enter into this Agreement (including selling the Leads and the information contained therein to the School) and to perform its obligations hereunder, and such execution and performance will not violate any other agreement or obligation to which it is bound; (ii) it possesses all rights necessary to produce, distribute, operate and use the Leads and use any Internet sites used to provide the Services; (iii) all Leads conform in all respects to the specifications set forth in this Agreement and on the applicable Lead Payment Schedule; (iv) all Leads and actions by IBP comply with all federal, state or local laws, statutes, rules and regulations including but not limited to the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telecommunications Act, Section 5 of the Federal Trade Commission Act and any amendments thereto, and any regulations promulgated thereunder; (v) all Leads shall be free from all liens, encumbrances and other defects in title or other rights of third parties; (vi) the proposed collection, use, process, and transfer of the Leads as set forth in this Agreement or any related documents does not exceed the purpose disclosed to the individual or data subject in any required notice; (vii) no transferred Leads hereunder shall be made without the person expressing direct interest in the School or one of the School s programs. (viii) no law, rule, order, proclamation, ordinance or regulation will be violated by School s use of any names and addresses provided by IBP under this Agreement. 5. INDEMNIFICATION School agrees to indemnify, defend and hold harmless IBP, its affiliates and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from (a) School's breach of this Agreement, (b) School's provision of any Advertisements or other material to IBP, including but not limited to claims of breach of third party copyrights or other intellectual property rights or (c) use by School of the Leads, or any product or service mentioned in any Advertisement. IBP will provide notice to School promptly of any such claim, action or demand and shall assist School, at School's expense, in defending any such claim, action or demand.

3 Page 3 of 5 IBP agrees to indemnify, defend and hold harmless School, its affiliates and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from (a) IBP s breach of this Agreement including the terms of any Lead Payment Schedule, (b) any Advertisement content not authorized by School, including but not limited to claims of breach of third party copyrights or other intellectual property rights, or (c) violation by IBP of any applicable law or regulation School will provide notice to IBP promptly of any such claim, action or demand and shall assist IBP, at IBP's expense, in defending any such claim, action or demand. 6. CONFIDENTIALITY Each party shall keep the terms of this Agreement confidential and not disclose them to any third party (other than to its attorneys and accountants) without the other party's prior written consent, except as required by law. Neither party shall disclose the Leads or any information contained in the Leads to any third party other than a contractor or subcontractor who agrees to keep such information confidential. 7. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (INCLUDING ANY LEAD PAYMENT SCHEDULE), EXCEPT FOR OBLIGATIONS OF AN INDEMNIFYING PARTY UNDER SECTION6, BUT WITHOUT IN ANY WAY LIMITING SCHOOL'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, NO PARTY WILL BE LIABLE TO ANY OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 8. TERM AND TERMINATION Either party may terminate this Agreement without prior notification. 9. GENERAL 9.1 Independent Contractors. Each party will be and act as an independent contractor and not as an agent or partner of, or joint venture with, the other party for any purpose related to this Agreement or the transactions contemplated by this Agreement, and neither party by virtue of this Agreement 'will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. 9.2 Assignment. Neither party may, without the prior written consent of the other, assign or transfer this Agreement or any right or obligation hereunder, provided that each party may assign this Agreement to any entities controlled by it without consent. Notwithstanding the foregoing, each party, without the prior written consent of the other party, shall have the right to assign this Agreement and any right or obligation hereunder to an entity that acquires all or substantially all of the assets of such party or to any successor in a merger or acquisition of such party. Any permitted assignee or transferee under this Section 10.2 shall agree in writing, as a condition to such assignment or transfer, to be bound by the terms and conditions of this Agreement. Any

4 Page 4 of 5 attempt to assign this Agreement in contravention of this paragraph shall be void and of no force and effect. This Agreement shall be binding on the successors and assigns of each party. 9.3 Governing Law. The parties hereby consent and agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to its conflict of laws principles. 9.4 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. The parties further agree to negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties' intent and to be bound by the mutually agreed substitute provision No Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the right of either party thereafter to enforce any such provisions. 9.6 Notices. All notices are required to be supplied to either party hereunder, including but not limited those notices required pursuant to Paragraph 6, shall be sent via first class mail to: IBP Center Vista College 300 N. Coit Road, Suite 1400 Richardson, Texas No Strict Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. 9.8 Entire Agreement. This Agreement and the Exhibits attached hereto are incorporated herein by reference and constitute the entire, final, complete and exclusive agreement between the parties and supersede all previous agreements or representations, oral or written, relating to this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. Both parties acknowledge having read the terms and conditions set forth in this Agreement and Exhibits attached hereto, understand all terms and conditions, and agree to be bound thereby. 9.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. DEFINITIONS Advertisements means advertisements and other communications designed to produce Leads. Business Day means any day other than Saturday, Sunday or any other day on which federal banks are permitted or required to be closed. If a date specified in this Agreement as a date for taking action falls on a day that is not a Business Day, then that action may be taken on the next Business Day. Disputed Lead means any Lead which School believes do not meet the requirements to be a Qualified Lead. Follow-on Lead means a Qualified Lead provided to the School by an Original Lead.

5 Page 5 of 5 Lead means identity and contact information, including the data fields set forth in a Lead Payment Schedule, collected from users of the IBP Sites who have completed an online form requesting information from School. Original Lead means a Qualified Lead provided to the School by the IBP Qualified Lead means a lead that satisfies the following criteria. Vendor must use the following form fields in obtaining Qualified Leads: First Name, Last Name, Daytime Phone, Address, Street Address, City, State, Zip Code, License Number and Program of Interest. A lead is qualified if it: (1) Lead has accurately completed all required fields in the contact form. (2) Lead is an individual licensed in a practice and state where the School is authorized to conduct training. (3) Lead has been confirmed by the individual licensed and is eligible for training. Override means a commission paid on the lead generation of an IBP s down line. Down Line means an IBP has recruited additional IBPs to sign up for the program on their microsite. Bulk IBP means an IBP who generates more than 100 qualified leads annually. LEAD PAYMENT SCHEDULE The parties hereby agree to the following terms and conditions that shall be applicable for each order data attached to this Lead Payment Schedule from time to time. Such order data shall include (a) the term of the engagement; including both the start and end date for such purchase period ( Term ), (b) the related fee for such purchase, [[and (c) the names and applicable URL for the Site(s), as referenced in the Agreement]]. Standard Terms and Conditions: The term of this Lead Payment Schedule is until further notification. School will pay the IBP per original lead schedule and will pay any overrides that generate from that same lead to the IBP up line per the lead generation schedule. Leads must have: a. Must have an active license. b. Must have a need for Continued Education. c. Lead s training needs must match Vista College provided courses. d. Must provide Full Name, License Number, , Phone Number and Physical Address. e. Verify address. Termination: Subject to the same provisions stated in the signed contract. All terms and conditions of the Agreement and the terms and conditions herein are incorporated into this Lead Payment Schedule as if fully set forth herein. Any terms used herein but not defined shall have the meaning ascribed to such term in the Agreement or the standard terms and conditions. If there is any conflict between a provision of the Agreement and this Lead Payment Schedule, the Agreement will govern.