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DocuSign Envelope ID: C9644C86-249E-4564-9B95-9A39681C2643 N-2023-297 INSURANCE NOT ON FILE WORK MAYIEAT PROCEED CITY CLERK DATE: HISETO TEST CENTER AGREEMENT BETWEEN D' P D U) CITY OF SANTA ANA, CALIFORNIA Cf ,1 nV1gVa) fft- FOR THE SANTA ANA POLICE DEPARTMENT — ADULT JAIL AND PSI SERVICES LLC C. N N THIS HISET TEST CENTER AGREEMENT ("Agreement"), effective as of the last date signed ,� ("Effective Date"), is by and between PSI Services LLC ("PSI") (as defined below) and the City of Santa ® Ana, Santa Ana Detention Facility (the "Test Center"), a State -approved test center selected by the State of ® California ("State"), for the delivery of a high school equivalency examination in the state. PSI and the Test Center may be referred to herein individually as a "Party" and/or collectively as "Parties." WHEREAS, the State has approved use of the High School Equivalency Test (HiSET®) in the State, and PSI Services LLC, with principal offices in Glendale, California, as the provider of the HiSET® in the State; and WHEREAS, the State selects and approves test centers to administer the PSI -owned HiSET test and has selected City of Santa Ana Police Department — Adult Jail as an approved Test Center; and WHEREAS, this Agreement defines the terms and conditions for the use and administration of the HiSET test; NOW, THEREFORE, in consideration of the mutual covenants and undertakings hereinafter set forth, the Parties hereby agree as follows: 1. Definitions. 1."Agreement" shall mean together, the terms, conditions, written instructions, specifications, standards, terms and conditions set forth herein and any terms and conditions posted on PSI's HiSET website, specifically in the HiSET® Program Manual located at htips://hiset.oriz/s/pdf/HiSET Program Manual.pdf as well as any updates, modifications or amendments thereto. 1.2."CBT" shall mean computer -based test (or testing) or the delivery of a HiSET test via the Internet. 13."Confidential Information" shall mean any information or data that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement. "Confidential Information," however, does not include information that the receiving parry can demonstrate by documents that (i) is or becomes publicly known or available without breach of this Agreement, (ii) is received by a receiving party from a third party without breach of any obligation of confidentiality by such other third party, (iii) was previously known by the receiving party as demonstrated by its written records, or (iv) is independently developed by the receiving party without access to or use of such Confidential Information as demonstrated by contemporaneously prepared documentation. 1.4. "HiSET%" is the brand name for PSI's High School Equivalency Test program. 1.5. `Intellectual Property Rights" shall mean (i) copyrights and copyright applications or registrations, including any renewals, in either the United States or any other country; (ii) trademarks, service marks, trade names, and applications or registrations for any of the foregoing in the United States or any other country; (iii) trade secrets or any data or information which HiSET