This Agreement is entered by and between the following parties for the purpose of entering into the KTern.AI Academic Alliance Program.

1. KTern.AI (as defined below), which term, unless it is repugnant to the context or meaning thereof, means and include its successors, affiliates, successor in interest, authorized representatives and assignees); and

2. [], a [university] registered under [] law and having its registered address at [_] (hereinafter referred to as the “Partner") which term unless it be repugnant to the context or meaning thereof means and include its successors, affiliates, successor in interest, authorized representatives and assigns)

Both KTern.AI and the Partner shall individually be referred to as “Party” and jointly as “Parties”.

1.1. “Academic Alliance Program” means the program developed by KTern.AI whereby KTern.AI enters into partnerships with universities, educational institutes, high schools, or governmental educational authorities for the purpose of raising awareness, promoting, and providing resources for enabling Digital Transformation and Industry 4.0 software courses, pieces of training and any other educational programs.

1.2. “Courses” means the courses made available by the Partner, which may include access to the KTern.AI Academy website and related Teaching Resources;

1.3. “Logo" means the KTern.AI Academic Alliance Program logo and/or trademark;

1.4. “Qualified Educators” means an individual employed by, or collaborator of, the Partner who has successfully completed the qualification requirements stated in this Agreement;

1.5. “Services" means partner’s delivery of KTern.AI Courses to students;

1.6. “Software” means the software, with any and all additional versions, updates, enhancements, developments, modifications, derivative works, scripts, connectors, plugins, SDKs, APIs, or extensions thereof, and the underlying Manuals, including any hosted service provided by KTern.AI, subject to the available licensing models (Licensing Models).

1.7. “Student” means any individual enrolled in a Course, including full time or part-time students, and continuing education students of the Partner;

1.8. “Teaching Resources” means the teaching, training, evaluation, and other materials that KTern.AI makes available to the Partner in electronic or hard copy formats to be used by the Partner in providing the Courses;

1.9. “Term” has the meaning specified in Section 7 of this Agreement;

1.10. “KTern.AI” means the KTern.AI entity entering into this Agreement, as described in the relevant signature block;

1.11. “KTern.AI Academic Alliance Platform” means the free version of the Software, that may be used by the Partner for the purpose of delivering the Courses, subject to the terms set out herein;

1.12. “KTern.AI Academy” means the platform and subject to the terms set out therein;

2.1. The KTern.AI Academic Alliance Platform may be used subject to the terms located at the following web address: https://www.ktern.com/trust-center/terms. The KTern.AI Special Terms for Learning are incorporated herein by reference, provided that if there is any inconsistency between such terms and any terms of this Agreement, this Agreement shall prevail.

2.2. Subject to the terms of this Agreement, KTern.AI hereby grants to Partner a limited, non-exclusive, non-transferable, and non-sublicensable license during the Term to (i) deliver the Courses to Students; (ii) reproduce a reasonable number of copies of the Teaching Resources for use in providing Services subject to any restrictions in the KTern.AI Special Terms for Learning; and (iii) display and internally distribute the KTern.AI Teaching Resources to Students taking the Courses, provided that such resources retain all proprietary markings of KTern.AI. Subject to this license, the Partner may create any outputs, including but not limited to any software programs, artifacts, charts, or workflow diagrams (collectively "Development Outputs"), test and execute them in non-production environments. The Partner retains all rights, including all Intellectual Property Rights, in the Development Outputs resulting from the Partner’s use of the KTern.AI Academic Alliance Platform, in accordance with this Agreement.

2.3. KTern.AI acknowledges that each Student may individually download the KTern.AI Academic Alliance Platform subject to the KTern.AI Special Terms for Learning.

2.4. Partner exclusively assigns to KTern.AI all rights, including all intellectual property rights, in the processes, know-how, experience, source code, technology, products, or materials resulting from the Students’ use of the Academic Alliance Platform (the “Academic Materials”). KTern.AI grants Partner a license, transferable only to Students, to use the Academic Materials exclusively for academic purposes, during their relationship with the University.

KTern.AI does not charge any license fees in connection to the Academic Alliance program under this Agreement.

4.1. The Partner authorizes KTern.AI to publicly identify the Partner as a partner in the Academic Alliance Program and include the Partner’s name and logo on the KTern.AI's website and other promotional and marketing materials. The Partner is authorized to use KTern.AI's trademarks and logos as provided in the Teaching Materials for the delivery of the Courses and to identify KTern.AI as a partner within the Academic Alliance Program.

4.2. KTern.AI authorizes the Partner to use the Logo subject to the guidelines attached hereto in Exhibit A. The Partners is also authorized to use the KTern.AI Academic Alliance logo and trademark for promoting the course and its status a KTern.AI Academic Alliance Partner

4.3. The partner shall seek prior consent from KTern.AI before making any KTern.AI or Academic Alliance related statement in the media, press release, press briefing or press conference other than its status as a KTern.AI Academic Alliance partner

The Partner shall ensure that the Qualified Educators meet the following qualification criteria:

1. participate in and complete the readiness curriculum provided by KTern.AI with exercises and projects to prepare for initial class delivery. The curriculum may include self-learning courses, study material, page-turn sessions, in-person or live workshops. The goal is for the Qualified Educators to be very familiar and confident to deliver the classes to the students.

2. keep up-to-date with different courses or documents provided as a part of the Academic Alliance Program or Qualified Educator community from time to time, especially after KTern.AI releases a new update or version of the Software.

7.1. KTern.AI will make available courses and related material to the Partner relevant for technical, non-technical, and business students.

7.2. The Partner shall be responsible for the following with respect to the Courses:

The Partner shall deliver the Courses to the quality standards and in accordance with all other requirements stated in this Agreement;

The Partner agrees to provide KTern.AI with periodic reports concerning the Partner’s compliance with the terms and conditions specified in this Agreement. Such reports may include but are not limited to, providing KTern.AI the name of the Partner’s class(es) and the number of students enrolled in each class;

7.3 The Partner agrees to actively promote the Courses. Such promotion may include course catalogs, school web site, and the like or more active promotion such as email notifications to students. The Partner shall have an internet connection required for downloading and maintaining the software and licenses.

This Agreement is effective on the date the last Party signs ("Effective Date") and shall be effective for two (2) years from the Effective Date, subject to one (1) year automatic renewals and unless earlier terminated by either Party with a 60 (sixty) days prior written notice. KTern.AI can terminate the KTern.AI Academic Alliance Platform access, website or any service immediately as part of a general shut down of KTern.AI service. All rights granted under this Agreement shall terminate immediately on the effective date of termination of this Agreement.

The Partner undertakes to obtain all relevant consents required under the applicable laws in order for the Partner and KTern.AI to be able to monitor the progress of the Students using the KTern.AI Academic Alliance Platform and for the Students to register on the KTern.AI website. For the avoidance of any doubt, the Partner will obtain the parental consent for the Students for which such consent is necessary in accordance with the local applicable laws.