Professional Services Schedule

Version 2.3
Updated January 2024

This Pearson Acclaim Service Schedule (the “Service Schedule”) is incorporated by reference into the Workforce Skills Agreement (the “Agreement”) when a Client purchases professional services or an onboarding package. Capitalized terms not otherwise defined in this Service Schedule shall have the meaning set forth in the Agreement.  

 
1.    General.

a.    This Service Schedule sets forth the tasks, responsibilities, timeline, and costs for the performance and completion of the services set forth on an applicable Order Form (the “Professional Services”). Any items not contemplated therein will be considered outside the scope of the Professional Services. If Client expands the scope of the Professional Services, the fees required to perform such additional Professional Services may vary and a supplemental addendum may be agreed upon and attached to a supplemental Order Form. Professional Services under this Service Schedule may be provided by Pearson and its Affiliates.
b.    Client may use and reproduce for internal purposes only all documentation furnished by Pearson pursuant to the Professional Services, including displaying such documentation on Client’s intranet or other internal electronic distribution system, in part or in whole. 

2.    Assumptions

a.    The performance of the Professional Services involves activities to be performed by both Parties. If Client does not respond promptly to inquiries or required inputs are not received as scheduled, then milestones and delivery dates set forth on applicable Order Form may be delayed or jeopardized. Client acknowledges and accepts that delays attributable to Client may delay target completion dates.
b.    Pearson shall notify and fully disclose to Client in writing promptly following becoming aware of any event or occurrence, actual or threatened, which materially affects or would materially affect Pearson’s ability to provide the Professional Services or perform any of its other obligations under the applicable Order Form.
c.    Professional Services are provided during mutually agreed times and shall not to exceed forty hours per person per week, or other time allocations indicated on the applicable Order Form, Monday through Friday, excepting legal holidays.
d.    Communications and discussion related to Professional Services will be conducted and completed in the English language. 
e.    Professional Services and associated documentation will be delivered following Pearson standard methodologies and templates. Unless outlined in the scope set forth on the applicable Order Form, additional requirements to adhere to customer-specific methodologies may result in cost and schedule impact.
f.    Delivery of the Professional Services is not contingent upon any future action by Pearson or any future functionality by any Pearson product or service.

3.    Term and Termination. This Professional Services will commence on the Effective Date and will remain in effect through the delivery of the Professional Services on the timeline set forth on the applicable Order Form. The Professional Services may be terminated consistent with the terms of the Agreement.

4.    Payments. Pearson will invoice Client for the Services as set forth on the applicable Order Form. Client shall not be required to pay for Professional Services that are not requested by Client and documented in the Order Form or amendment thereto. Pearson may cease to provide Professional Services if invoices are not paid timely.

5.    Supplemental Warranties.

a.    Pearson represents and warrants that it shall perform the Professional Services in a timely and professional manner, the Professional Services shall conform to or exceed, in all material respects, the agreed-upon specifications, as well as the standards generally observed in the industry for similar services and shall be free from defects in design, material and workmanship. No implied warranty of merchantability or fitness for a particular purpose shall apply.  

b.     Pearson warrants that the sale, delivery or use of the Professional Services shall not violate or infringe any trademark, patent, copyright, trade secret or other intellectual proprietary right (collectively, "Intellectual Property Right(s)") of any third party.

6.  Proprietary Information; Intellectual Property Rights.  

a.    Any non-Pearson materials provided by Client to Pearson for use by Pearson in the course of performing the Professional Services (collectively, “Customer Materials”) will be used by Pearson solely to perform the Professional Services purchased under an applicable Order Form.  As between the Parties, Customer will continue to own the Customer Materials and all Intellectual Property Rights therein and thereto.  

b.    “Work Product” shall mean all information, data, materials, documents, models, designs, drawings, specifications, processes, procedures, techniques, diagrams, methods, and all tangible embodiments of each of the foregoing (in whatever form and media) which are unique to Client and which were conceived, created, reduced to practice or prepared by Pearson uniquely for Client pursuant to an applicable Order Form and within the scope of Professional Services provided under that Order Form, and all Intellectual Property Rights therein. Client will own exclusively all Work Product and Pearson hereby assigns to Client all right, title and interest in the Work Product. Work Product, to the extent permitted by law, shall be deemed "works made for hire" (as that term is defined in the United States Copyright Act). Pearson shall undertake all acts and assurances reasonably required to register, perfect or enforce such right, title and interest vis-a-vis third parties and Subcontractors. Client acknowledges Pearson's and its licensors' claims of proprietary rights in all preexisting and non-Client-specific works of authorship and other intellectual property ("Pre-existing IP") Pearson uses in its work pursuant to the provision of the Professional Services. Unless otherwise agreed in an Order, Pearson grants Client a perpetual, worldwide, irrevocable, nonexclusive, non-sublicensable royalty-free license to any Pre-existing IP embedded in the Work Product, solely to the extent necessary to make internal use of the Work Product.

c.     Except for Customer Materials and Work Product, as between the Parties, all of the following, and all Intellectual Property Rights therein and thereto, are and shall be the sole property of Pearson: all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made in whole or part by Pearson, whether as part of Pearson’s performance of the Professional Services or otherwise.

d.     Other than as expressly set forth in this Section, no intellectual property shall be transferred to Client by Pearson or from Client to Pearson pursuant to the applicable Order Form.