IMS GLOBAL LEARNING CONSORTIUM, INC.

SPECIFICATION LICENSE

This SPECIFICATION LICENSE AGREEMENT FOR THE IMS GLOBAL LEARNING CONSORTIUM, INC. (“AGREEMENT”) is entered into by the IMS Global Learning Consortium, Inc. (“IMS”) and the Registered User on behalf of the Licensee, who has provided contact information via the IMS web site or in writing to IMS, and who has accessed this license agreement.

The Registered User must provide complete and accurate registration information, including name, organizational affiliation, title within the organization, and full contact information. Providing incomplete or inaccurate registration information voids this license agreement.

RECITALS
a. IMS is a nonprofit membership organization with global scope that develops standards, promotes innovation, and researches best practices for learning products and services in cooperation with its member organizations.

b. IMS work products are developed in IMS chartered work groups consisting of member representatives and invited experts under the auspices of an Intellectual Property Rights (IPR) Policy by which work group participants are asked to disclose any claims made on the IMS work product.

c. IMS specifications are published solely for the purpose of enabling interoperability among learning products and services used by the education and training communities served by IMS members and are made available under license to Registered Users solely to further that purpose.

d. IMS is the sole arbitrator of compliance to the Specification(s) and the sole grantor of IMS compliant designations of any kind. IMS is the sole maintainer and evolver of the Specification(s).

e. Users of the Specification(s) are encouraged to engage directly with IMS as IMS members, including registration of all applications of specifications, in order to enhance the level of interoperability in the education and training industries worldwide.

LICENSE AGREEMENT
By indicating your acceptance of the terms and conditions of this agreement you are acknowledging that you and your organization are legally bound by this agreement with respect to your usage of the IMS Specification(s) designated in Section 6.

1. Definitions
In addition to the terms defined elsewhere in this Agreement, the following terms, when used herein, shall have the following meanings:
a. "Contributing Member" means any entity that has entered into and has in effect the standard agreement setting forth a Contributing Member’s rights and obligations in connection with IMS.
b. “Developers Network” means the service provided by IMS to subscriber organizations to support development of products and services based on the IMS Specification(s).
c. "Development Partner(s)” are any and all organizations that work with the Licensee to develop interoperable or compatible products or services based on the Specification(s).
d. “IMS” means the IMS Global Learning Consortium, Inc., a Delaware corporation with a place of business at 801 International Parkway, 5th Floor, PMB #112, Lake Mary, FL 32746, USA.
e. "IPR" are intellectual property rights, including without limitation, copyrights, trade secrets, trademarks and patent claims.
f. "IPR Policy" means the specific policy agreed to by IMS Contributing Members as described on the web page: http://www.imsglobal.org/ipr/imsipr_policyFinal.pdf
g. "Licensee" is the organization that the Registered User represents at the time of registration.
h. "Materials" are any work product of the IMS consortium.
i. "Registered User” means the individual providing contact information and thereby representing an organization that desires to license the Specification(s).
j. "Related Party" is any entity that is directly or indirectly controlled by the Licensee. For this purpose, “control” means beneficial ownership or the right to exercise more than 50% of the voting power for the entity.
k. "Required Elements” are the elements of the Specification(s) identified as being Mandatory or Alternative (“Alternative” means that the Implementer is required to select one or more alternatives when implementing the Specification(s)).
l. "Specification(s)" means the specific specification or specifications listed in Section 6.

2. Ownership and Attribution
a. Ownership Of Copyrights.
IMS owns the copyright on all IMS produced Materials except as may be noted in the body of such Materials.

b. Intellectual Property Rights Claims.
IMS produced Materials are notated with potential IPR claims according to the IMS IPR Policy. Users of the IMS Specification(s) are advised to read the notations carefully. IMS takes no position with respect to any IPR rights claimed. IMS invites any interested party to bring to its attention any copyrights, patents or patent applications, or other proprietary rights, which may cover technology that may be required to implement the Specification(s).

c. Attribution.
Any use of the Specifications(s) or other Materials provided by IMS must be accompanied by the copyright legends provided with full attribution given to IMS.

3. Grant of License to Copy and Distribute
IMS hereby grants the Registered User an irrevocable, worldwide, perpetual, royalty-free, nontransferable, nonexclusive, nonsublicenseable license to reproduce and distribute the Specification(s) in their entirety with all copyright legends and notices intact. The Specification(s) may not be modified in any way, such as by removing the copyright notice or references to IMS, except as needed for the purpose of developing IMS specifications under the auspices of a chartered IMS work group.

4. Grant of License to Develop Products Based on the Specification(s)
IMS hereby grants the Licensee, its Related Parties an irrevocable, worldwide, perpetual, royalty-free, nontransferable, nonexclusive, nonsublicenseable license to download and utilize the Specification(s) for the purpose of developing, making, having made, using, marketing, importing, offering to sell or license, and selling or licensing, and to otherwise distribute, products that implement all the Required Elements of this Specification(s), in all cases subject to the conditions set forth in this Agreement and IPR notices contained within the Specification(s).

Licensee agrees to publicly and visibly acknowledge and attribute to IMS the Specification(s) upon which products are based to any and all Development Partner(s). This agreement is not a grant of a license or licenses to Development Partner(s) to develop products based on the Specification(s). Development Partner(s) must individually register with IMS for a license to use the Specification(s).

5. Other Uses
Other uses of the Specification(s) than those stated in this license are strictly prohibited except as designated in a written contract with IMS.

6. Specifications
This license pertains to the following specifications only:

IMS Question and Test Interoperability v2.0 Final Specification

Organizations may license all IMS specifications with one license by joining the IMS Developers Network. For more information see the web page http://www.imsglobal.org/joindn.html

7. No Warranties
THE SPECIFICATION(S) IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL IMS GLOBAL LEARNING CONSORTIUM, INC., ITS MEMBERS OR ITS CONTRIBUTORS BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SPECIFICATION.

8. Third Party Rights
Without limiting the generality of Section 4 above, IMS ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY THIRD PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT BE INFRINGED BY AN IMPLEMENTATION OF THE SPECIFICATION. IF ANY SUCH RIGHTS ARE DESCRIBED ON THE SPECIFICATION, IMS TAKES NO POSITION AS TO THE VALIDITY OR INVALIDITY OF SUCH ASSERTIONS, OR THAT ALL SUCH ASSERTIONS THAT HAVE OR MAY BE MADE ARE SO LISTED.

9. Termination of License
a. Incomplete or inaccurate registration. This license is terminated automatically if the Registered User provides incomplete or inaccurate registration information. No rights to distribute or use the specifications are granted.

b. Breach. In the event of a breach of this Agreement by Licensee or any of its Related Parties, IMS shall give Licensee written notice and an opportunity to cure. If the breach is not cured within thirty (30) days after written notice, or if the breach is of a nature that cannot be cured, then IMS may immediately or thereafter terminate the licenses granted in this Agreement; provided, however, that Licensee and its Related Parties shall be permitted to continue to use products created or obtained prior to such termination.

c. Notice. Licensee may immediately terminate the licenses granted in this Agreement upon written notice to IMS.

10. Export Regulations
The technical data and technology inherent in the Specification may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Specification and Compliant Products.

11. Restricted Rights
Use, duplication or disclosure of the Specification by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013© (1) (ii) and FAR 52.227-19(a) through (d) as applicable.

12. Miscellaneous
a. Notices. All notices required under this Agreement shall be in writing, and shall be deemed effective five days from deposit in the mails. Notices and correspondence to (a) IMS must be sent to the address shown above, and (b) to Licensee shall be sent to the address identified by Licensee in the form completed by Licensee below in this Agreement.

b. Governing Law. This Agreement shall be construed and interpreted under the internal laws of the United States and the Commonwealth of Massachusetts, without giving effect to its principles of conflict of law.

c. Entire Agreement. This Agreement constitutes the entire agreement and understanding between IMS and Licensee regarding the subject matter contained herein. No modification or waiver of this Agreement shall be binding unless it is in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be omitted and the remaining terms shall remain in full force and effect. This Agreement supersedes any and all prior agreements between IMS and Licensee regarding Licensee's right to use Specification(s).

13. Required Information. You must provide the following information and represent and warrant that it is complete and accurate:

Name:___________________________________________
Email:___________________________________________
Entity on whose behalf you are accepting this Agreement (Organization): ________________________________________________
Title: ___________________________________________
Address:____________________________________________
____________________________________________
City: _______________________________________________
State:_______________________________________________
Country:____________________________________________
Postal Code:_________________________________________
Phone Number: ______________________________________
Signature: __________________________________________
This agreement must be filled out completely and faxed to Tracy Fandel at +1(508) 238-9691 or register for a license online at http://www.imsglobal.org/specificationdownload.cfm