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N-2017-002
<br />HiSET California MOU
<br />ETS Invoicing Test Centers
<br />IWSURANCE NOT REQUIRED HISET AGREEMENT BETWEEN
<br />WORN 444Y PROCEED CITY OFSANTA ANA
<br />CLERK F `t U l
<br />AND
<br />EDUCATIONAL TESTING SERVICE
<br />D9v fjo ETS COLLECTS FEES
<br />,D(S A�P,0} • f THIS HISET AGREEMENT ("Test Agreement"), effective as of November 28, 2016, is by and
<br />r1c�between Educational Testing Service ("ETS") (as defined below) and City of Santa Ana (the "Test Center"), a
<br />C state -approved test center selected by the State of California, for the delivery of a high school equivalency
<br />examination in the state. ETS and the Test Center may be referred to herein individually as a `Party" and/or
<br />collectively as "Parties".
<br />WHEREAS, the California State Board of Education has approved Educational Testing Service, a
<br />non -stock, non-profit organization with principal offices in Princeton, New Jersey, as a preferred provider of
<br />the HiSETO (High School Equivalency Test) for California Test Takers; and
<br />WHEREAS, the State will select and approve test centers to administer the ETS-owned HiSET test;
<br />and
<br />WHEREAS, this Agreement defines the terms and conditions for the use and administration of the
<br />HiSET test;
<br />NOW, THEREFORE, in consideration of the mutual covenants and undertakings hereinafter set forth,
<br />the Parties hereby agree as follows:
<br />1. Definitions.
<br />1.1 "Agreement' shall mean these terms and conditions and any and all other written instructions,
<br />specifications, standards, terms and conditions posted on ETS's designated website, provided on
<br />paper or online to the Test Center, and/or agreed to between the Parties in writing, all of which
<br />are incorporated herein by reference and made an integral part hereof.
<br />L2 "CST" is an acronym for computer-based testing or the delivery of a IRSE`I' test via the Internet.
<br />1.3 "Confidential Information" shall mean any information or data that is disclosed by one party (a
<br />disclosing party) to the other party (a receiving party) pursuant to this Agreement. "Confidential
<br />Information," however, does not include information that the receiving party can demonstrate by
<br />documents that (i) is or becomes publicly known or available without breach of this Agreement,
<br />(ii) is received by a receiving party from a third party without breach of any obligation of
<br />confidentiality by such other third party, (iii) was previously known by the receiving party as
<br />demonstrated by its written records, or (iv) is independently developed by the receiving party
<br />without access to or use of such Confidential Information as demonstrated by contemporaneously
<br />prepared documentation.
<br />1.4 "ETS" is a trade name for Educational Testing Service, a non-profit, non -stock research and
<br />testing organization that is the contractor for the State's high school equivalency testing program.
<br />1.5 "ETS-owned Technologles" shall mean ETS's pre-existing hardware and software systems used
<br />to deliver Test Materials to the, Test Center and/or record Test Taker's responses, including but
<br />not limited to the ETS portal for registering Test Takers and for delivering final score reports,
<br />1,6 "ETS Proprietary Materials" shall mean all HiSET test materials, including but not limited to,
<br />test booklets, test items, reports, data, answer sheets, instructional manuals and directions, ETS
<br />pre-existing proprietary software, and all derivative works of such ETS Proprietary Materials
<br />adapted for use in the high school equivalency program in the State, provided by ETS to the Test
<br />Center for the delivery and/or administration of the HiSET test in the state.
<br />1.7 " HSET V is the brand name for the ETS High School Equivalency Testing program owned by
<br />ETS.
<br />1.8 `Intellectual Property Rights" shall mean (i) copyrights and copyright applications or
<br />registrations, including any renewals, in either the United States or any other country; (ii)
<br />trademarks, service marks, trade names, and applications or registrations for any of the foregoing
<br />
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