cot jasslearning - web.ccsd.k12.wy.us

COT JassLearning

203 COLORADO STREET, AUSTIN, TEXAS 78701, (512) 478-9600, (800) 432-9115

LICENSE AGREEMENT

Important: You will not be able to access the Software until You have read this License Agreement ("Agreement"). By accessing this Software or authorizing any other person to access the Software, You and such other person accept the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, contact your Software Administrator immediately.

License Grant: This is a legal agreement between You and any of the end users authorized to access the Software by You, and CompassLearning Inc. ("Compass"). The software distributed in connection with this Agreement, whether by web hosting or delivery on compact disc, in read only memory or any other media, the related documentation and other materials (collectively the "Software") are licensed, not sold to You by Compass. You are granted a nonexclusive, nontransferable license for the term and use specified in the relevant signed quote or invoice (subject to termination as provided below) to use this Software only for the number of concurrent users, the number of sites(s) and/or station(s) set forth in the relevant signed quote or invoice. No title to the Software or the documentation shall pass to You. The Software is to be used in Your own internal network and it shall only be used in object code form. If the Software is provided to you on a compact disc, you may make one copy of the Software on any computer in readable or printed form for backup or archival purposes in support of your use of the Software. Compass assumes no responsibility for the content, operation or quality of any copy made by you. If the Software is delivered to You via compact discs, then you may use only the compact discs appropriate for your computer network system or single-user computer. You may not use the other discs on another computer or loan, rent, lease, sell or transfer them to another user or entity.

Protection of Software: You agree to take all reasonable steps to protect the Software and its documentation from unauthorized copying or use. The Software source code represents and embodies trade secrets of Compass and/or its licensors. You may not (and may not permit any other person to) modify, enhance, decompile, disassemble, reverse engineer. or create works derivative of this Software or any subsequent enhancement. In the event that any derivative work has been deemed to have been created by you or through use of the Software, you hereby assign to Compass any and all intellectual property and proprietary rights, including without limitation any and all copyright rights, related thereto. You may not use the Software for any purpose outside the scope of this Agreement unless specifically authorized in writing by the CFO or the President of Compass. You may not rent or lease the Software and/or license it to another party, and you may not transfer the Software to a third party without express written permission of Compass. Compass retains all right, title and interest in the Software and all subsequent enhancements thereto, including without limitation all copyrights and patents embodied therein. Compass reserves the right to audit compliance with this Agreement. Compass reserves all rights not expressly granted to You.

Export Controls: If the Software is to be used outside of the United States, the user warrants its compliance with all relevant regulations of the United States Department of Commerce and with the U.S. Export Administration Act of 1979, as amended.

Limited Warranty; Disclaimer of Warranties; Limitation of Liability: Compass warrants the Software to operate substantially in accordance with specifications and documentation published by Compass, provided this SOFTWARE is utilized in accordance with appropriate hardware configurations. This warranty shall continue for a period of thirty (30) days from the date of delivery. COMPASS DOES NOT WARRANT THE OPERATION OF THE SOFTWARE TO BE UNINTERRUPTED OR ERROR-FREE NOR DOES COMPASS MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. In the event the Software does not operate in accordance with Compass' published specifications and documentation, Compass' sole responsibility will be to use reasonable efforts to correct the defect.

E U LA 090308

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPASS MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPASS OFFERINGS AND ANY PART THEREOF OR ANY THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE OR OTHER MATERIALS, SERVICES, INFORMATION OR TECHNOLOGY. COMPASS SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MEETING CUSTOMER'S REQUIREMENTS, TITLE, NONINFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. THE RISK OF PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPASS OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, SAVINGS, DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR OTHER BENEFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL COMPASS', ITS LICENSORS' AND/OR SUPPLIERS' LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE USE OF THE SOFTWARE DURING THE PAST TWELVE MONTHS.

This limited warranty gives you specific legal rights. You mey have other rights which may vary from state to state. Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to you. This limitation of warranty shall also apply to any support services agreement oetween You and Compass.

Term; Termination: This Agreement and your rights to use this Software automatically terminates if you fail to comply with any provisions of this Agreement. Upon termination, you shall be required to return all copies of the Software and documentation and to certify the destruction of any back-up copies.

Governing Law: This Agreement will be governed and interpreted by the laws of the State of Texas, USA, with regard to its rules governing conflicts of law. Exclusive jurisdiction and venue for all disputes will be in the state and federal courts residing in Austin, Texas. You expressly consent to the exercise of jurisdiction over You in the above venue of any court of competent jurisdiction and waive any right You may have to have the action tried or determined in a different venue.

General Conditions: If any provision of this Agreement is 'ound void, invalid or unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. The Agreement sets forth the entire understanding and agreement between You and Compass and shall be amended only in writing signed by both parties. No waiver of any right under this Agreement shall be effective unless in writing signed by a duly authorizet representative of Compass.

EULA 090308

CompassLearning, Inc. PILOT - TO - PURCHASE

AGREEMENT FOR SERVICES

This Pilot-to-Purchase Agreement for Services (Agreement) is entered into this 6th day of June, 2011, by and between CompassLearning, Inc. (CompassLearning), a Delaware corporation, with an office located at 203 Colorado St., Austin, TX 78701, and the Campbell County School District (Licensee), located at 1000 W. 8 th St., Gillette, WY 82716.

This Agreement will be in effect for the period: 7/1/2011 — 7/31/12. The pilot offer may be available for 2 additional one year terms upon mutual agreement of the parties. Pilot pricing contingent on Elementary School purchase.

The CompassLearning software and other materials detailed in this Agreement will be shipped to the sites shown below unless otherwise directed in writing. Once Agreement is terminated, all software and materials provided under this agreement will be removed unless otherwise arranged in writing.

Site Name(s): Sage Valley Jr. High , Twin Spruce Jr. High, Wright Jr. Senior High

Lab Number(s): AC-744894, AC-744881, AC-744896

I. CompassLearning . Software:

A. CompassLeaming will provide the educational software and materials identified below:

1) CornpassLearning and /or CompassLearning offered third-party curriculum software description / 4 of workstations: Math and Language Arts, grades 4-9 and OHS Biology. Middle School Science will be added 9/1/11

2) Management software to load student workstations and monitor student progress: Enterprise

3) Applicable off-line classroom / student materials (quantity): 3 - 5 Packs of Instructional Resource Guides

B. CompassLearning will not provide hardware, networking or operating system software as part of this agreement. Necessary hardware and applicable networking software will be the responsibility of the Licensee. (See attached configuration with itemized list of recommendations.)

11. Implementation will be provided as follows:

A. Site Video/Webinar as outlined on S0 - 130879

Ill. CompassLearning will provide software support and upgrades as follows:

A. Enterprise Basic Support as outlined on SO-130879

IV. Fees:

Licensee agrees to pay CompassLearning a Pilot Fee for software installation, start-up, training, and staff development as follows:

Preview Purchase Fee of $13,290.00 , payment due net 30 days from shipment.

If the System is not purchased by the end of the period set forth above, Licensee agrees to immediately return to CompassLearning the Licensed Pilot-to-Purchase System software, documentation, and all hardware equipment supplied by CompassLearning. Licensee shall certify in writing that all copies of the Licensed System(s) have been returned to CompassLearning or otherwise destroyed and deleted from any computer libraries or storage devices.

V. Licensee hereby agrees to the following:

A. Not to make any alterations, additions, or improvements to the Licensed System.

B. To provide (I) a suitable and secure classroom or other facility. A telephone by the fileserver is strongly recommended. In addition, . Licensee agrees to provide an acceptable operating infrastructure that conforms to industry standard specifications. For the purposes of this Agreement, infrastructure is defined as the building electrical wiring, network cabling plan. , network electronics, static electricity avoidance and building temperature and humidity. This includes but is not limited to adhering to the published I.E.E.E. networking standards, lEA/TIA 568B premise wiring specifications, National Electric Code electrical specifications for computer equipment, subject to local building and electrical codes, the computer equipment manufacturer's recommended operating environment, and specifications supplied by CompassLearning. In the event the stability of the infrastructure is in question, CompassLeaming's sole responsibility will be to notify the Licensee of the problem. CompassLearning, at its sole option and discretion, may assist the. Licensee in identifying and resolving the problem. The Licensee agrees to reimburse CompassLearning for any and all work related to the diagnoses and resolution of any problem not caused by the software.

C. To allow CompassLeaming personnel occasional access for purposes of testing, updating, and operation of the CompassLearning software. Licensee agrees to cooperate with CompassLearning in establishing evaluations of the operation of the System.

D. Licensee shall not, nor shall it cause any third party to decompile, disassemble, or reverse-engineer any CompassLearning software.

E. Licensee shall not assign or otherwise transfer its rights or delegate it obligations hereunder without CompassLeaming's prior written consent. Any attempted assignment, transfer, or delegation without such consent shall be void.

F. To satisfy any tariffs, duties or taxes imposed or levied by any government or governmental agency including federal, state and local sales taxes.

G. To pay CompassLearning interest, not to exceed 1,5% per month, for any invoice not paid when due. CompassLeaming shall also have the right to suspend support services and warranties.

H. To the principles of force majeure, if circumstances beyond the control of the parties make it impossible for either or both of them to perform their agreements under this Agreement.

I. To CompassLearning's right to terminate this Agreement, if Licensee breaches any term of this Agreement or fails to make any payment. Licensee shall have thirty days (30) from the receipt of notification of breach by CompassLeaming to cure said breach. In the event cure is not made, this Agreement shall be terminated immediately. Upon termination, Licensee further agrees to return to CompassLearning the CompassLearning software(s), including all documentation and hardware within five-business days (5) of termination.

J. Agrees To indemnify and defend CompassLeaming from a cause of action that arises solely from improper use and operation of the CompassLearning products.

VI. General:

A. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas. Any action or proceeding brought by either party against the other arising out of or relating to the Agreement

shall be brought only in a State or Federal Court of competent jurisdiction in Travis County, Texas. The parties hereto agree to in personam jurisdiction of said courts.

B. Licensee represents and warrants that is has complied with any and all requirements necessary to authorize the execution of all Agreements with CompassLearning and the signing party(ies) are authorized to sign on behalf of the Licensee.

C. Neither party shall disclose this Agreement or any of its contents to any third party without the prior written permission of the other, unless such disclosure is required by law.

D. This agreement, including the attachments hereto and incorporated herein by this reference, constitute the entire understanding and agreement between CompassLearning and Licensee. Any modifications or amendments to this Agreement must be in writing signed by a duly authorized agent or representative of CompassLearning and Licensee.

VII. Limited Warranty:

A. The warranty for CompassLearning products purchased under this Agreement shall be CompassLearning's standard limited warranty as set forth in CompassLearning's License Agreement which accompanies each CompassLearning product.

B. The warranty, if any, for Third Party product acquired under this Agreement shall flow from the manufacturer to Licensee and shall be as set forth in the documentation which accompanies each Third Party product. CompassLearning provides no warranty for Third Party products.

C. Licensee hereby acknowledges and agrees that its hardware meets the CompassLearning Recommended Hardware Configurations required for operation of CompassLearning products provided with Licensee software configuration. CompassLearning warrants that these recommended configurations will operate the CompassLearning products licensed under this Agreement substantially in accordance with the specifications and documentation that accompany CompassLearning products. Additional hardware required to operate Third Party product(s) will be the responsibility of the Licensee.

D. Any additional hardware required to make the system operational shall be the responsibility of Licensee. If hardware other than CompassLearning recommended hardware is purchased for any other CompassLearning product(s), additional hardware may be required to make the system operational. Said hardware shall be the responsibility of Licensee. Fees for performance testing and other hardware setup charges may be billed separately.

E. CompassLearning does not warrant operation of CompassLearning products on other than CompassLearning recommended hardware and CompassLearning does not accept return of CompassLearning product based on failure to operate on said hardware. Acquisition of recommended hardware for use with CompassLearning product is solely the responsibility of Licensee.

F. COMPASSLEARNING MAKES NO OTHER WARRANTY TO LICENSEE, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY COMPASSLEARNING OR THIRD PARTY PRODUCTS PURCHASED HEREUNDER. COMPASSLEARNING SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

G. THAT LICENSEE'S REMEDIES, IF ANY, AGAINST COMPASSLEARNING ARE LIMITED TO RECOVERY OF THE COST OF SUPPORT SERVICE. IN NO EVENT WILL COMPASSLEARNING BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES CLAIMED OR ACTUALLY SUFFERED BY LICENSEE AS A RESULT OF OR IN

CONNECTION TO COMPASSLEARNING'S OR COMPASSLEARNING'S AGENTS' PERFORMANCE OF ANY OF THE OBLIGATIONS HEREIN.

VIII. Miscellaneous:

A. A copy of the Licensed System in machine-readable form will be supplied to Licensee, and this Agreement authorizes Licensee to use the Licensed System (software, hardware and documentation) at the location(s), designated above. Licensee agrees to use the Licensed System in the manner intended by this Agreement.

B. Title to the Licensed System remains with CompassLearning. The Licensed System software is a trade secret and proprietary property of CompassLearning. Licensee agrees to hold the Licensed System in strict confidence and not make copies of the Licensed System software or any part thereof in any form, nor shall Licensee remove or destroy proprietary markings indicating CompassLearning's ownership of the Licensed System. CompassLeaming shall hold harmless and defend Licensee against any claim that Licensee's authorized use of the Licensed System software breaches a patent, trademark or copyright.

C. Licensee represents and warrants that it has complied with any and all requirements necessary to authorize the execution of all Agreements with CompassLearning and the signing party(ies) are authorized to sign on behalf of Licensee.

By: CompassLearning, Inc. 203 COLORADO ST. AUSTIN, TX 78701

By: LICENSEE CAMPBELL COUNTY SCHOOL DISTRICT 1000 W. 8" 1 ST. GILLETTE, WY 82716

Signature Signature

Gina Rivera, Director. Business Administration Type Name & Title

6/06/1 1 Date Date

E-Mail Address

Please provide the following

Installation Contact Person:

Title:

Phone: (

To expedite your Agreement, please fax to 512 -391-1703.

Type Name & Title

Pilotto-Purchase2108

P

* CompassLearning CAMPBELL CO. SCHOOL DISTRICT (210009) SO-128842-005043

Date: 06/06/2011 Quote #: SO-128842-005043

Total: $465,625

Quote #: SO-128842-005043

Site Description Product Code End Date Quantity

CAMPBELL CO. SCHOOL DISTRICT (210009) NWEA District License Fee SWKNWL 1.0

CAMPBELL CO. SCHOOL DISTRICT (210009) Advanced Customization Institute PDCUST 07/31/2012 2.0

CAMPBELL CO. SCHOOL DISTRICT (210009) Odyssey Instructional Coaching Onsite PDINC 07/31/2012 5.0

CAMPBELL CO. SCHOOL DISTRICT (210009) Add on participant group Onsite PDA25 07/31/2012 7.0

CAMPBELL CO. SCHOOL DISTRICT (210009) District Training Onsite PDDT 07/31/2012 1.0

CAMPBELL CO. SCHOOL DISTRICT (210009) Train the Trainer with Classrom Modeling PDTTM 07/31/2012 1.0

CAMPBELL CO. SCHOOL DISTRICT (210009) Caching Software Preload SIISCI 1.0

CAMPBELL CO. SCHOOL DISTRICT (210009) New Enterprise Odyssey Software Setup SISS 1.0

CAMPBELL CO. SCHOOL DISTRICT (210009) Test Translator/EAS Site Readiness SITTEAS 1.0

CONESTOGA ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744893) A $700 value.

CONESTOGA ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744893)

CONESTOGA ELEMENTARY SCHOOL Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744893)






CONESTOGA ELEMENTARY SCHOOL Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0 (AC-744893)

CONESTOGA ELEMENTARY SCHOOL Odyssey Math — Grade 1 Unlimited-User License SWKM1 1.0 (AC-744893)



All pricing shall be valid for 30 days from the date of this quote. All prices are net thirty (30) days from the date of invoice. All applicable taxes, if any, shall be paid by Customer. Past due invoices shall accrue interest at the rate of 1.5% per month. All products are shipped FOB CompassLeaming. Financing shall be subject to credit approval. In the event of any conflict or inconsistency between the quote documents (including Exhibits, Terms and Conditions or the End User Agreement) and Customer's purchase order, the 1

quote documents shall control. CompassLearning Inc. 203 Colorado, Austin, TX 78701

Quote #: SO-128842-005043


CONESTOGA ELEMENTARY SCHOOL Odyssey Math - Grade 4 Unlimited-User License SWKM4 1.0 (AC-744893)



CONESTOGA ELEMENTARY SCHOOL Odyssey Math - Grade K Unlimited-User License SWKMK 1.0 (AC-744893)

CONESTOGA ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744893)

CONESTOGA ELEMENTARY SCHOOL Professional Development Site Reporting PDSR 07/31/2012 1.0 (AC-744893)

CONESTOGA ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744893)

CONESTOGA ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744893)

CONESTOGA ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744893)

CONESTOGA ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWK8 1.0 (AC-744893)

COTTONWOOD ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744882) A $700 value.

COTTONWOOD ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744882)

COTTONWOOD ELEMENTARY SCHOOL Odyssey Language Arts - Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744882)






COTTONWOOD ELEMENTARY SCHOOL Odyssey Language Arts - Grade K Unlimited-User License SWKLAK 1.0 (AC-744882)

COTTONWOOD ELEMENTARY SCHOOL Odyssey Math - Grade 1 Unlimited-User License SWKM1 1.0 (AC-744882)


quote documents shall control. CompassLeaming Inc. 203 Colorado, Austin, TX 78701

Quote #: SO-128842-005043







COTTONWOOD ELEMENTARY SCHOOL Odyssey Math - Grade K Unlimited-User License SWKMK 1.0 (AC-744882)

COTTONWOOD ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744882)

COTTONWOOD ELEMENTARY SCHOOL Professional Development Site Reporting PDSR 07/31/2012 1.0 (AC-744882)

COTTONWOOD ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744882)

COTTONWOOD ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744882)

COTTONWOOD ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744882)

COTTONWOOD ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWK8 1.0 (AC-744882)

HILLCREST ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744883) A $700 value.

HILLCREST ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744883)

HILLCREST ELEMENTARY SCHOOL Odyssey Language Arts - Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744883)








Quote #: SO-128842-005043


HILLCREST ELEMENTARY SCHOOL Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0 (AC-744883)

HILLCREST ELEMENTARY SCHOOL Odyssey Math — Grade 1 Unlimited-User License SWKM1 1.0 (AC-744883)






HILLCREST ELEMENTARY SCHOOL Odyssey Math — Grade K Unlimited-User License SWKMK 1.0 (AC-744883)

HILLCREST ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744883)

HILLCREST ELEMENTARY SCHOOL Professional Development Site Reporting PDSR 07/31/2012 1.0 (AC-744883)

HILLCREST ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744883)

HILLCREST ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744883)

HILLCREST ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744883)

HILLCREST ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWK8 1.0 (AC-744883)

LAKEVIEW ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744885) A $700 value.

LAKEVIEW ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744885)

LAKEVIEW ELEMENTARY SCHOOL Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744885)




All pricing shall be valid for 30 days from the date of this quote. All prices are net thirty (30) days from the date of invoice. All applicable taxes, if any, shall be paid by Customer. Past due invoices shall accrue interest at the rate of 1.5% per month. All products are shipped FOB CompassLearning. Financing shall be subject to credit approval. In the event of any conflict or inconsistency between the quote documents (including Exhibits, Terms and Conditions or the End User Agreement) and Customer's purchase order, the 4


Quote #: SO-128842-005043




LAKEVIEW ELEMENTARY SCHOOL Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0 (AC-744885)

LAKEVIEW ELEMENTARY SCHOOL Odyssey Math — Grade 1 Unlimited-User License SWKM1 1.0 (AC-744885)






LAKEVIEW ELEMENTARY SCHOOL Odyssey Math — Grade K Unlimited-User License SWKMK 1.0 (AC-744885)

LAKEVIEW ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744885)

LAKEVIEW ELEMENTARY SCHOOL Professional Development Site Reporting PDSR 07/31/2012 1.0 (AC-744885)

LAKEVIEW ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744885)

LAKEVIEW ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744885)

LAKEVIEW ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744885)

LAKEVIEW ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWK8 1.0 (AC-744885)

MEADOWLARK ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744890) A $700 value.

MEADOWLARK ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744890)




Quote #: SO-128842-005043






MEADOWLARK ELEMENTARY SCHOOL Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL Odyssey Math — Grade 1 Unlimited-User License SWKM 1 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL Odyssey Math — Grade 2 Unlimited-User License SWKM2 1.0 (AC-744890)





MEADOWLARK ELEMENTARY SCHOOL Odyssey Math — Grade K Unlimited-User License SWKMK 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL Professional Development Site Reporting PDSR 07/31/2012 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744890)

MEADOWLARK ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWK8 1.0 (AC-744890)

PAINTBRUSH ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744892) A $700 value.

PAINTBRUSH ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744892)



Quote #: SO-128842-005043


PAINTBRUSH ELEMENTARY SCHOOL Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744892)






PAINTBRUSH ELEMENTARY SCHOOL Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0 (AC-744892)

PAINTBRUSH ELEMENTARY SCHOOL Odyssey Math — Grade 1 Unlimited-User License SWKM1 1.0 (AC-744892)






PAINTBRUSH ELEMENTARY SCHOOL Odyssey Math — Grade K Unlimited-User License SWKMK 1.0 (AC-744892)

PAINTBRUSH ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744892)

PAINTBRUSH ELEMENTARY SCHOOL Professional Development Site Reporting PDSR 07/31/2012 1.0 (AC-744892)

PAINTBRUSH ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744892)

PAINTBRUSH ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744892)

PAINTBRUSH ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744892)

PAINTBRUSH ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWK8 1.0 (AC-744892)



Quote #: SO-128842-005043


PRAIRIE WIND ELEMENTARY (AC-1073164) Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 A $700 value.

PRAIRIE WIND ELEMENTARY (AC-1073164) NWEA Test Translator SWKNWE 07/31/2012 1.0

PRAIRIE WIND ELEMENTARY (AC-1073164) Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0






PRAIRIE WIND ELEMENTARY (AC-1073164) Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0

PRAIRIE WIND ELEMENTARY (AC-1073164) Odyssey Math — Grade 1 Unlimited-User License SWKM1 1.0






PRAIRIE WIND ELEMENTARY (AC-1073164) Odyssey Math — Grade K Unlimited-User License SWKMK 1.0

PRAIRIE WIND ELEMENTARY (AC-1073164) Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0

PRAIRIE WIND ELEMENTARY (AC-1073164) Professional Development Site Reporting PDSR 07/31/2012 1.0

PRAIRIE WIND ELEMENTARY (AC-1073164) Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0

PRAIRIE WIND ELEMENTARY (AC-1073164) CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0

PRAIRIE WIND ELEMENTARY (AC-1073164) Processing Fee SHIP 1.0

PRAIRIE WIND ELEMENTARY (AC-1073164) Enterprise New- K8 Only DELENTNEWK8 1.0

PRONGHORN ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744899) A $700 value.

PRONGHORN ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744899)





Quote #: SO-128842-005043





PRONGHORN ELEMENTARY SCHOOL Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL Odyssey Math — Grade 1 Unlimited-User License SWKM 1 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL Odyssey Math — Grade 2 Unlimited-User License SWKM2 1.0 (AC-744899)





PRONGHORN ELEMENTARY SCHOOL Odyssey Math — Grade K Unlimited-User License SWKMK 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL Professional Development Site Reporting PDSR 07/31/2012 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744899)

PRONGHORN ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWKB 1.0 (AC-744899)

RAWHIDE ELEMENTARY SCHOOL (AC-744886) Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 A $700 value.

RAWHIDE ELEMENTARY SCHOOL (AC-744886) NWEA Test Translator SWKNWE 07/31/2012 1.0

RAWHIDE ELEMENTARY SCHOOL (AC-744886) Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0

RAWHIDE ELEMENTARY SCHOOL (AC-744886) Odyssey Language Arts — Grade 2 Unlimited-User License SWKLA2 1.0

All pricing shall be valid for 30 days from the date of this quote. All prices are net thirty (30) days from the date of invoice. All applicable taxes, if arty, shall be paid by Customer. Past due invoices shall accrue interest at the rate of 1.5% per month. All products are shipped FOB CompassLearning. Financing shall be subject to credit approval. In the event of any conflict or inconsistency between the quote documents (including Exhibits, Terms and Conditions or the End User Agreement) and Customer's purchase order, the 9


Quote #: SO-128842-005043


RAWHIDE ELEMENTARY SCHOOL (AC-744886) Odyssey Language Arts - Grade 3 Unlimited-User License SWKLA3 1.0




RAWHIDE ELEMENTARY SCHOOL (AC-744886) Odyssey Language Arts - Grade K Unlimited-User License SWKLAK 1.0

RAWHIDE ELEMENTARY SCHOOL (AC-744886) Odyssey Math - Grade 1 Unlimited-User License SWKM1 1.0






RAWHIDE ELEMENTARY SCHOOL (AC-744886) Odyssey Math - Grade K Unlimited-User License SWKMK 1.0

RAWHIDE ELEMENTARY SCHOOL (AC-744886) Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0

RAWHIDE ELEMENTARY SCHOOL (AC-744886) Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0

RAWHIDE ELEMENTARY SCHOOL (AC-744886) CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0

RAWHIDE ELEMENTARY SCHOOL (AC-744886) Processing Fee SHIP 1.0

RAWHIDE ELEMENTARY SCHOOL (AC-744886) Enterprise New- K8 Only DELENTNEWK8 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 A $700 value.

ROZET ELEMENTARY SCHOOL (AC-744888) NWEA Test Translator SWKNWE 07/31/2012 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Odyssey Language Arts - Grade 1 Unlimited-User License SWKLA1 1.0






ROZET ELEMENTARY SCHOOL (AC-744888) Odyssey Language Arts - Grade K Unlimited-User License SWKLAK 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Odyssey Math - Grade 1 Unlimited-User License SWKM1 1.0






Quote #: SO-128842-005043


ROZET ELEMENTARY SCHOOL (AC-744888) Odyssey Math — Grade 5 Unlimited-User License SWKM5 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Odyssey Math — Grade 6 Unlimited-User License SWKM6 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Odyssey Math — Grade K Unlimited-User License SWKMK 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Processing Fee SHIP 1.0

ROZET ELEMENTARY SCHOOL (AC-744888) Enterprise New- K8 Only DELENTNEWK8 1.0

SUNFLOWER ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744895) A $700 value.

SUNFLOWER ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744895)

SUNFLOWER ELEMENTARY SCHOOL Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744895)






SUNFLOWER ELEMENTARY SCHOOL Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0 (AC-744895)

SUNFLOWER ELEMENTARY SCHOOL Odyssey Math — Grade 1 Unlimited-User License SWKM 1 1.0 (AC-744895)

SUNFLOWER ELEMENTARY SCHOOL Odyssey Math — Grade 2 Unlimited-User License SWKM2 1.0 (AC-744895)







Quote #: SO-128842-005043


SUNFLOWER ELEMENTARY SCHOOL Odyssey Math — Grade K Unlimited-User License SWKMK 1.0 (AC-744895)

SUNFLOWER ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744895)

SUNFLOWER ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744895)

SUNFLOWER ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744895)

SUNFLOWER ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744895)

SUNFLOWER ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWK8 1.0 (AC-744895)

WAGONWHEEL ELEMENTARY SCHOOL Includes supplemental Science grades 1-6 and Social Studies grades 2-7, Brain Buzzers and Thematic Projects. SWKBB 1.0 (AC-744891) A $700 value.

WAGONWHEEL ELEMENTARY SCHOOL NWEA Test Translator SWKNWE 07/31/2012 1.0 (AC-744891)

WAGONWHEEL ELEMENTARY SCHOOL Odyssey Language Arts — Grade 1 Unlimited-User License SWKLA1 1.0 (AC-744891)






WAGONWHEEL ELEMENTARY SCHOOL Odyssey Language Arts — Grade K Unlimited-User License SWKLAK 1.0 (AC-744891)

WAGONWHEEL ELEMENTARY SCHOOL Odyssey Math — Grade 1 Unlimited-User License SWKM 1 1.0 (AC-744891)

WAGONWHEEL ELEMENTARY SCHOOL Odyssey Math — Grade 2 Unlimited-User License SWKM2 1.0 (AC-744891)






Quote #: SO-128842-005043



WAGONWHEEL ELEMENTARY SCHOOL Odyssey Math — Grade K Unlimited-User License SWKMK 1.0 (AC-744891)

WAGONWHEEL ELEMENTARY SCHOOL Enterprise Basic Software Maintenance Updates and Support SPTKEB 07/31/2012 1.0 (AC-744891)

WAGONWHEEL ELEMENTARY SCHOOL Professional Development Site Video and Webinar License PDSVW 07/31/2012 1.0 (AC-744891)

WAGONWHEEL ELEMENTARY SCHOOL CompassLearning Odyssey Instructional Resource Guide K-8, 5-pack OMIGK85 1.0 (AC-744891)

WAGONWHEEL ELEMENTARY SCHOOL Processing Fee SHIP 1.0 (AC-744891)

WAGONWHEEL ELEMENTARY SCHOOL Enterprise New- K8 Only DELENTNEWK8 1.0 (AC-744891)

Total: $465,625 Tax: $0

Grand Total: $465,625



* CompassLearning

As Seen And Agreed By: Site Contact For Installation:

Signature Name

Print Name Title

Title Phone #

Date

Email Address to send user/password info

Order Should Be Shipped To The Following Address: Requested Installation Date

Not valid without a purchase order. Fax entire quote and order documentation to 512-391-1703.



itsfi*

omp.3Learning -

CompassLearning Inc.

CompassLearning Odyssey Price Quote SO -130879

Campbell County WY 210009 Pilot Pricing Contingient on Elementary School Purchase (SO-128842)

Installation Type:

Management System:

# of Sites: New Installation

Odyssey Manager - Enterprise

3

Cost per

Sites

Grade Levels Courses Course Volume/Scaffolding Price Hof Schools Total Value per School SW Pilot Price

Sage Valley, Twin Spruce, Wright Jr. Sr. High Language Arts and Math- grades 4, 5, and 6 spiral

3

2 Language Arts and Math- grades 7,8, and 9

3

2 OHS Biology

1

1 Middle School Science - will be added 9/1/11

Bonus Bundle - Supplementary Science, Social Studies, Brain Buzzers, Thematic Projects

$1,500

3

$9,000

$3,000

3

$18,000

$3,000

3

$9,000

$9,000

3

$27,000

Sw Total=

12

$189 ,000

Curriculum

Base Support Fee

Fee. # of Schools total Support Additio nal Services

Cost

$2,100

$2,100

$100 Software Support

Enterprise Basic Support

NVVEA annual site fee - 3 sites

$11,100

$1,500 HS Support $2,100 $2,100 $1,600 3 $11,100

Professional Development Services

Site Videe/VVebinar License - one site

Software Integration

$540

Shipping

TOTAL SUPPORT COSTS'

Volume Support Discount .

$11,100 $O

Shipping and Handling

$150 Extra IRG Guides

$1,245 Additional tervldet

$13,290

Total $13,290

Grand Total $13,290

All prices are net thirty (30) days from the date of invoice. All applicable taxes, if any ; shall be paid by Customer. Past due invoices shall accrue interest al the rate of 1.5% per month.

All products are shipped FOB CompassLearning. Financing shall be subject to credit approval. In the event of any conflict or inconsistency between the quote documents (including Exhibits, Terms and Conditions or

the End User Agreement) and Customers purchase order, the quote documents shall control. CompassLeaming Inc. 203 Colorado, Austin, TX 78701

85/33_0_0411

cot jasslearning - web.ccsd.k12.wy.us

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