Exhibit
10.45


 


[***] Confidential portions of this document have
been redacted and filed separately with the Commission.


 


First Addendum to Master Services and License Agreement
between


Bridgepoint Education and eCollege.com


 


This Addendum (“Addendum”)
to the Master Services and License Agreement between Bridgepoint Education, Inc.  (“Customer”)
and eCollege.com (“eCollege”) for
the delivery of online courses, dated September 29, 2009 (the “Agreement”), is entered into effective as
of the 9th day of November, 2009.


 


WHEREAS, Customer and eCollege
previously entered into the Agreement;


 


WHEREAS, the parties wish to amend
the Agreement as more specifically set forth below.


 


NOW THEREFORE, in consideration of the promises, mutual covenants and
agreements contained herein, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged by the parties, the parties agree
as follows:


 


1)             ePortfolio:  eCollege’s
portfolio product offering that can be used to store and manage student work,
assess the collection of student work against stated learning outcomes using
rubrics, and create a web-based presentation to demonstrate students’
educational and career successes. 
Additionally, this product provides internal communication tools to
foster reflection and feedback between student and faculty users.  Each unique ePortfolio
account created for an authorized Customer user shall be deemed to be an “ePortfolio User”. 
Storage space allocated to Customer for usage of the ePortfolio product
shall be provided in accordance with eCollege’s then-current storage policies.


 


2)             ePortfolio Implementation.  Customer hereby
agrees to pay eCollege a one-time implementation fee of [***], ( [***] applied
against Customer’s Service Credit, with the balance of [***] due and payable
upon [***]),  for two ePortfolio
structure implementations by eCollege (additional ePortfolio structure
implementations, as may be needed to support Customer’s students, must be
purchased separately).  This
implementation fee, for eCollege’s standard setup and implementation services
for ePortfolio, includes up to [***] hours of consulting and training (travel
and expenses not included).  This
implementation fee does not include any work necessary to convert Customer from
an existing portfolio solution or to migrate existing portfolio students to
eCollege’s ePortfolio product.  Customer hereby
commits to schedule the implementation of ePortfolio
as soon as possible following the effective date of this Addendum,
however, Customer understands and acknowledges that the exact date and timing
of implementation activities will depend upon the scheduling and availability
of applicable eCollege personnel and other resources.  All training and implementation hours over
those allocated above must be pre-approved by Customer and will be invoiced
separately by eCollege.  Any pre-approved
travel and expenses incurred by eCollege in association with training and
implementation activities must be reimbursed by Customer upon invoicing from
eCollege.


 


3)             ePortfolio
License.  In exchange for a
non-exclusive, non-transferable, non-sublicenseable license to access and use
eCollege’s ePortfolio product during the term of the Agreement, Customer hereby
agrees to pay eCollege an annual fee of [***] per ePortfolio User.  On a monthly basis, eCollege will invoice
Customer for ePortfolio fees in an amount based upon the number of ePortfolio
Users enrolled in the eCollege System that
have not been assessed an ePortfolio fee in the prior twelve month period.  In addition to any other
terms and conditions set forth in this Agreement, an ePortfolio User’s ability
to use the ePortfolio product is contingent on Customer paying eCollege the
applicable ePortfolio fee for that ePortfolio User and this license not
expiring or terminating.  If eCollege’s agreement with the third party provider for
ePortfolio is terminated or expires, eCollege can terminate this license upon
written notice to Customer.  All 


 


	
  Addendum  091106

  	
   

  	
  eCollege
  Proprietary and Confidential

  






 


1

















 


[***] Confidential portions of this document
have been redacted and filed separately with the Commission.


 


ePortfolio fees paid or due to eCollege by Customer are
non-refundable.  The ePortfolio product
must be utilized by Customer at no less than an academic program level.  The ePortfolio
fees are in addition to the Technology
Service Fee Customer must pay to eCollege for each enrollment in Courseware,
and do not count towards Customer’s guaranteed Technology Service Fee commitments
to eCollege.


 


4)             Agreement
Terms Unchanged.  No terms or
conditions of the
Agreement, other than the amended terms set forth in this Addendum, are changed
by this Addendum.  Terms not defined
herein shall have the meanings set forth in the Agreement.


 


IN WITNESS WHEREOF,
the parties have entered into this Addendum effective upon the day first above
written. The persons executing this Addendum for and on behalf of the parties
hereto represent that they are fully authorized to do so for and on behalf of
their respective principals.


 


 




	
  eCollege.com

  	
   

  	
  Bridgepoint
  Education, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Matt Leavy

  	
   

  	
  By:

  	
  /s/
  Tom Ashbrook

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Matt Leavy, President

  	
   

  	
  Name:

  	
  Tom
  Ashbrook

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SVP/CIO

  






 


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