Agreement for Continuing Professional Education

Agreement For Continuing Professional Education Becker Professional Development Corporation & AGN International – N.A. Member Firm

Due to our relationship with the AGN International – N.A. Alliance (Alliance), Becker Professional Education (Becker) is hereby extending special benefits that will enable Alliance Member Firms to receive significant discounts on Becker’s Continuing Professional Education offerings.

Program Options 1) Direct Bill – Subscription 2) Direct Bill – Block Purchase

Direct Bill Program – Subscription: Becker will administer a “Direct Bill” program for all designated Member Firm staff whereby all such staff will be able to register for all of Becker’s CPE offerings for a period of twelve months. Member Firm will be invoiced $199 per enrollee, for existing users, and $239 for new users for each unlimited-use CPE subscription for the twelve-month period. Upon choosing this option, Member Firm will submit a list of the names of staff eligible for this subscription (see Form 100 attached). Becker will immediately invoice for the entire amount. Payment terms are net 30. Enrollments are non-transferable.

Direct Bill Program - Block Purchase : Approved staff will be able to register for all of Becker’s CPE offerings based upon credits purchased by Member Firm. The cost per credit is based upon quantity purchased, as per the chart below. The pricing per credit is based upon the number of credits purchased at any one time. I.e., if Client purchased 500 credits on 11/1/17 and then another 500 credits on 1/1/18, the cost will remain at $12.00 per credit. To receive the $10.00 per credit price, all 1,000 credits must be purchased at the same time. If usage exceeds the number of credits purchased, and Member Firm decides against another block purchase, excess credits will be billed at a rate of $15/hour.

500 to 999 credits purchased $12.00 per hour 1000+ credits purchased $10.00 per hour

Usage – Block Purchase: Credits will be depleted at time of CPE course enrollment. Entire block must be used within twelve (12) months from purchase. No carryover of unused block purchase hours after twelve (12) months will be allowed.

Becker will invoice Member Firm at time of block credit purchase. Payment terms are net 30.

For all program options:

 Pricing in this agreement is valid through 6/30/18.

 Delivery will be via Webcasts or On-Demand on the Internet. 1 Webcasts: Webcasts are programs that bring you the latest topics broadcast on specific dates / times from our knowledge experts, complete with streaming video, audio, online Q&A and more. On Demand: On demand courses are available 24/7, with just an Internet connection. These self-study courses include engaging streaming video and audio.

 Billing adjustments cannot be made for employees who placed orders before the completed selection form is returned to Becker.

 Subscription and Block purchases are non-refundable.

 Member Firm discounted fees, as outlined above, include access to the entire Becker CPE course catalogue inclusive of Webcast and On Demand courses.

 Member Firm will make its best efforts to make all staff aware of the Becker CPE course offerings.

Additional information on Becker’s Continuing Professional Education programs can be found at www.BeckerCPE.com.

Learning Management System Integration Member Firm may require integration of the Becker CPE delivery platform with their internal Learning Management System. In this case Becker will meet with your organization to determine the requirements and prepare a separate Statement of Work.

Lunch & Learn Orientation Becker staff will provide a “Lunch & Learn Orientation” kick-off, live or virtual. This orientation will be provided to all Member firm staff who will be participating in the Becker CPE program. This Lunch & Learn orientation should be scheduled to take place within 30 days of agreement signature.

Usage Review Meeting Becker staff will meet with Member Firm staff on a quarterly basis for a usage review and to discuss agreement renewal options, when appropriate. The first quarterly review date should be set up within the first two months of agreement kick-off. Subsequent reviews will be set up on a quarterly basis.

Confidentiality Becker agrees that the names and required registration information (refer to Form 100) of employees that enroll with Becker are confidential. Becker agrees that this confidential information will remain the property of Member Firm and that Becker will not disclose this confidential information to any third party without Member Firm’s prior written consent.

Accommodation Member Firm shall be responsible for facilitating and responding to religious or disability- related (under the Americans with Disabilities Act (the Act) requests for accommodation from Program participants, and shall be responsible for funding and implementing any such reasonable accommodations relating to the Program. Becker agrees to cooperate with Member Firm’s accommodation efforts to the extent practicable, but does not assume and expressly disclaims responsibility or liability under any applicable law for responding to requests for or providing such accommodations to Program participants or for the accommodations deemed reasonable by Member Firm. Client agrees that, prior to Becker cooperating, Member Firm, agrees in writing to fund and pay Becker’s cost of providing such accommodation. 2 Additional information on Becker’s Continuing Professional Education programs can be found at www.BeckerCPE.com.

W arranty Exclusion. BECKER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE BECKER CPA EXAM REVIEW PROGRAM OR ANY PROGRAM MATERIALS WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, BY BECKER, OR OTHERWISE INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

N o C onsequential D amages . BECKER WILL NOT BE LIABLE FOR (1) ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (2) COMMERCIAL LOSS OF ANY KIND (INCLUDING LOSS OF BUSINESS OR PROFITS), OR (3) LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THIS AGREEMENT; BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, WHETHER OR NOT BECKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

General Provisions: a) This Agreement shall be interpreted in accordance with the laws of the State of Illinois. b) This Agreement and its Exhibits constitute the complete and entire statement of all terms, conditions and representations of the agreement between Becker and Client firm with respect to its subject matter and supersedes all prior writings or understanding. c) If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless Becker deems the unenforceable provision to be essential to this Agreement, in which case Becker may terminate this Agreement, effective immediately upon notice to Licensee. Except as otherwise provided above, any waiver, amendment, or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought. d) Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labor strikes or difficulties, transportation stoppages or slowdowns or the inability to procure parts or materials. These causes will not excuse Licensee from paying accrued amounts due to Becker through any available lawful means acceptable to Becker.

Term and Termination This agreement will commence on date of signature, at which time Member Firm staff will be eligible to register for CPE classes in accordance with the program selected by Member Firm. This agreement will expire twelve months from date of signature; however, either party can terminate upon ninety (90) days prior written notice. Prices quoted in this agreement are valid through 6/30/18.

If this agreement is in accordance with your understanding, please sign and return to: [email protected].

AGREED TO AND ACKNOWLEDGED BY:

BECKER PROFESSIONAL DEVELOPMENT FIRM NAME: ______CORPORATION

By: ______By: ______

Name: ______Name (Print): ______

3 Title: ______Title: ______Date: ______Date: ______

ADDENDUM A POLICY & PROCEDURES

Event Cancellation - Webcast Course Cancellation: Course cancellations seldom occur; in the event Becker CPE must cancel a scheduled course offering, students will receive a notification five days in advance of the presentation date.

Completion of Enrolled Courses All enrolled courses must be completed within the term of this agreement.

A subscription is considered active once the users (as listed on Form 100) are given access to the portal.

Staff will be given access within 10 (ten) business days upon Becker’s receipt of completed agreement and forms.

Learning Management System Integration Organizations may require integration of the Becker CPE delivery platform with their internal Learning Management System. In this case Becker will meet with your organization to determine the requirements and prepare a separate Statement of Work.

4 5 AGN INTERNATIONAL N.A. CPE SUBMISSION FORM

Member Firm: Approx. # Staff:

Primary Contact Name:

Primary Contact Phone: Email:

Billing Contact:

Billing Contact Phone: Email:

Billing Address:

[ ] Direct-Bill – Subscription Approved Member Firm staff will be able to register for all Continuing Professional Education offerings for a period of twelve months commencing upon Alliance Member Firm’s signature on this Form. Alliance Member Firm will pay Becker $199 per enrollee, for existing users, and $239 for new users for each unlimited-use CPE subscription for the twelve-month period. Becker will invoice Member Firm for the entire amount. Payment terms are net 30. Enrollments are non- transferable and purchase is non-refundable. With the Subscription option, staff will be enrolled within 10 business days of Becker receiving the completed forms.

Attach Form: 100 (CPE Pre Registration Info spreadsheet). Indicate subscriptions purchased: Indicate total dollar amount: ______

[ ] Direct-Bill – Block Purchase Becker Professional Education will invoice Member Firm directly at time of block purchase as per schedule outlined on Page 1 of this agreement. Payment terms are net 30. With a Block- Purchase Direct-Bill agreement, your eligible staff will have twelve months to use the credits purchased. Eligible staff can start using the credits purchased within 10 business days of Becker receiving the completed forms. Credits will be depleted from the total block at time of course enrollment. Entire block must be used within twelve (12) months from purchase. No carryover of unused block purchase hours after twelve (12) months will be allowed. Purchase is non- refundable.

Attach Form: 100 (CPE Pre Registration Info spreadsheet). Indicate credits purchased: (500 minimum) Indicate total dollar amount:

Becker Email Notifications to Member Firm Staff: If Client opts in, Becker will advise Member Firm staff of new offerings, course updates, etc.: [ ] OPT IN

Contract Start Date: Expiration Date: (12 months from date of contract signature) (Prices quoted are valid through 6/30/18)

Contract initiated by: Date: (Becker Rep)

Upon completion, return via e-mail to Richard Slusz at [email protected]. Upon receipt of this completed document and Form 100, the data provided will be added to a Becker CPE University within 10 business days. A notification via e-mail will be sent to the Member Firm contact advising when their site is 6 complete. Site address, employee login and password information will be provided