PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this first
day of July, 2016, by and between AlphaCom, Inc. (“Vendor”) an Indiana Corporation and Indiana Virtual
Education Foundation, Inc., (“Client”) an Indiana Non-Profit Corporation doing business as Indiana
Virtual School.
WITNESSETH:
WHEREAS, Vendor is in the business of providing consulting, technology, and
administrative/facility support services; and
WHEREAS, Client desires to engage Vendor to perform services for its school known as Indiana
Virtual School as provided in this Agreement, and Vendor desires to perform these services.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Services to be provided. Vendor agrees to be engaged by the Client to provide consulting,
technology, and administrative/facility services including but not limited to:
a. School Operations Services, to include support staffing, including strategic and tactical;
b. Support Services, to include administrative, social and special needs;
c. Facilities Services, to include security, maintenance, utilities, hazardous weather,
communications/internet, housekeeping, etc.; supplies;
d. Web Site Content development, modifications and professional development, search
engine optimization, and related portal services, the text content of which (“Content”) is
to be owned by Client. Vendor shall, if requested, sign all documents that are
reasonably requested by Client to ensure that ownership of all works relative to the
Client’s website created by Vendor on Client’s behalf, as well as the Content, reside in
Client;
e. Grant Writing and Fund Raising services; and,
f. Any other services requested by Client, and agreed to by Vendor.
2. Compensation.
a. Standard Services. Client agrees to pay Vendor for services rendered in the following
categories: (i) Facility Operations; (ii) Student Services; and (iii) Technology/Connectivity,
all as set forth in more detail in Exhibit “A” attached hereto and incorporated herein by
reference.
b. Additional Services. Client shall compensate Vendor for all additional services provided
hereunder by Vendor’s employees and/or independent contractors (other than those
services described in Section 2(a)) at the standard rates established pursuant to Exhibit
“A”.
c. Travel. Client acknowledges and agrees that Vendor shall be entitled to charge Client
for travel time; however, charges for travel time to locations within Marion County,
Indiana, shall not exceed one (1) hour travel time per trip.

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 d. Rate Changes. Vendor may change its hourly rates and billing policies at the end of the
“initial term” of this Agreement and at the end of each “renewal term” hereof, effective
for the following “renewal term”. Vendor shall give written notice to Client of its new
hourly rates and billing policies at least sixty (60) days prior to the expiration of the
“initial term” or “renewal term.” Client may reject the proffered changes in hourly rates
and billing policies by giving written notice of non-renewal as provided in Section 5(b).
e. Status. Compensation payable to Vendor hereunder shall be remitted gross, it being the
intention of the parties that Vendor is in all respects an independent contractor to
Client. Neither party shall hold itself out as an agent, partner or joint venturer of the
other party, it being the parties’ intention that each party is an independent contractor.
f. Taxes; Withholdings. Vendor shall be solely responsible for the payment of all taxes on
compensation paid to Vendor hereunder, and shall indemnify and hold harmless Client
against all losses, claims, damages and expenses, including reasonable attorneys' fees
and costs, arising out of any claims for taxes arising out of the payment of compensation
hereunder to Vendor, other than taxes based on the income of Client. Client shall
deduct all amounts it is required to deduct by law.
3. Expenses. Vendor shall charge Client for all expenses incurred by Vendor in the course of
performing its duties hereunder, if allocation and payment of the expenses are not already
addressed by the provisions of Section 1 above.
4. Invoices and Payment Terms. Vendor shall submit invoices to client at the end of each calendar
month for services provided and expenses incurred during that month. Client shall pay all
invoices in full within thirty (30) days after prior month end close.
5. Term; Termination.
a. Initial Term. This Agreement shall remain in full force and effect through the duration of
the Agreement between the Indiana Virtual School’s Authorizer and Indiana Virtual
School (the “Initial Term”), unless otherwise terminated as provided herein.
b. Renewal Terms. This Agreement shall automatically be renewed for a period of one (1)
year (July 1 through June 30) (each a “Renewal Term”) at the end of the Initial Term and
each Renewal Term hereof, upon the same terms and conditions set forth herein, unless
either party gives written notice to the other that this Agreement shall not be so
renewed at least ninety (90) days prior to the expiration of the Initial Term or any such
one-year Renewal Term.
c. Termination. This Agreement may be terminated:
i. Mutual: At any time determined by the parties by mutual agreement in writing,
which termination shall be effective on the date specified in the writing;
ii. By Vendor: By Vendor “for cause”, including, without limitation, Client’s failure
to make any payment required hereunder in a timely manner (and failure to
cure the payment default during any cure period), Client’s material breach of
this Agreement (which is not cured during any cure period), Client’s failure or
refusal to perform its obligations hereunder (which is not cured during any cure

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 period). All such terminations shall be effective immediately upon written
notice to Client.
iii. By Client: By Client “for cause”, based on Vendor’s material breach of this
Agreement which is not cured during the cure period, if any, provided herein or
at law. Any such termination will be effective on the date that is 90 days
following transmission of written notice to Vendor unless (x) the breach can
feasibly be cured; and (y) prior to expiration of the 90-day period, Vendor has
undertaken and is continuing with concerted efforts to cure the breach.
Client shall pay Vendor all sums due hereunder not later than thirty (30) days after termination
or expiration of this Agreement.
6. Representations and Warranties.
a. By Client: Client represents and warrants to Vendor as follows:
i. Client has full power and authority to execute, deliver and perform this
Agreement, and doing so will not violate or contravene any provisions of law or
result in a breach or constitute a default under any contract or agreement to
which Client is a party. This Agreement constitutes a valid and binding
agreement of Client, enforceable against Client in accordance with its terms.
ii. Client is a non-profit corporation duly organized and validly existing in good
standing under and by virtue of the laws of the State of Indiana. The execution
and delivery by Client of this Agreement and the performance of Client’s
obligations hereunder have been duly authorized and approved by the Client’s
Board of Directors or other appropriate persons. Client has full power and
authority to execute, deliver and perform this Agreement, and doing so will not
violate or contravene any provision of law, the Articles of Incorporation, ByLaws or other organizational documents of Client.
b. By Vendor: Vendor represents and warrants to Client as follows:
i. Vendor has full power and authority to execute, deliver and perform its
obligations under the Agreement, and doing so will not violate or contravene
any provisions of law or result in a breach or constitute a default under any
contract or agreement to which Vendor is a party. This Agreement constitutes
a valid and binding agreement of Vendor, enforceable against Vendor in
accordance with its terms.
ii. Vendor is a corporation organized and existing and in good standing under and
by virtue of the laws of the State of Indiana. The execution and delivery by
Vendor of this Agreement and the performance of Vendor’s obligations
hereunder have been duly authorized and approved by all necessary corporate
actions and approvals.
c. Effect of Expiration or Termination. The representations and warranties made by Client
and Vendor herein shall survive the termination or expiration of this Agreement.
7. Remedies.
a. Breach by Client: In the event of a breach by Client of this Agreement, Vendor shall
have all remedies available to Vendor at law or in equity, and under this Agreement, and
Vendor may;
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 i. cease all work to be performed by Vendor hereunder without the cessation
constituting a breach of this Agreement, and in these circumstances, Vendor
shall return all records to Client within five (5) days; and
ii. institute and prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to obtain damages limited to cost incurred to date of
termination for any breach of this Agreement, to enforce the specific
performance hereof by Client or to obtain any other available remedy.
b. Breach by Vendor: In the event of the breach by Vendor of this Agreement, Client shall
have all remedies available to Client at law or in equity, and Client may:
i. Direct Vendor to return all records to Client within five (5) days of date of
termination; and
ii. institute and prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to obtain damages for any breach of this Agreement,
to enforce the specific performance hereof by Vendor (if available) or to obtain
any other remedy.
c. Fees and Costs. Each party in any litigation brought under this Agreement shall pay for
their own cost of litigation and legal fees.
8. Governing Law; Jurisdiction and Venue. This Agreement is made and to be performed in the
State of Indiana and shall be governed by the internal laws of the State of Indiana without
application of any principles of conflict of laws. All actions arising out of or in any way related
to this Agreement shall be brought and maintained exclusively in the state or federal courts
located in Marion County, Indiana. The parties hereby waive all defenses premised upon
questions of personal jurisdiction or venue in any such action and the application of the doctrine
of forum non-conveniens and all similar doctrines, rules or principles.
9. Notices. Any notice given hereunder shall be in writing, and shall be given by (i) personal
delivery, (ii) United States registration or certified mail, postage prepaid, or (iii) a nationallyrecognized courier via overnight delivery. In each case, notice shall be addressed to the party at
the address stated below, or to such other address as may be designated in writing by the party
to be served in accordance with this section. Notices shall be deemed to have been given (i) on
the day received if transmitted by personal delivery, (ii) two (2) business days after the date on
which the notice is sent by registered or certified mail, and (iii) one (1) business day after the
notice is sent via nationally-recognized courier as provided above.
If to Vendor:

AlphaCom, Inc.
510 E. 96th Street, Suite #190
Indianapolis, IN 46240

If to Client:

Indiana Virtual Education Foundation, Inc./Indiana Virtual School
500 E. 96th Street, Suite #400
Indianapolis, IN 46240

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 10. Assignment. Neither party hereto shall, without the prior written consent of the other, assign
or transfer this Agreement or any rights or obligations hereunder, which consent shall not be
unreasonably withheld.
11. Non-Waiver. Failure to insist upon strict compliance with any terms, covenants or conditions
hereof shall not be deemed a waiver of such term, covenant or conditions.
12. Severability. The invalidity or unenforceability of any term or provision of this Agreement, or
any clause or portion thereof, shall in no way impair or affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and effect.
13. Entire Agreement; Modifications. This Agreement, together with the exhibits hereto, embodies
the entire understanding between the parties with respect to the subject matter hereof. All
prior correspondence, conversations, or memoranda have been merged herein and replaced
hereby. This Agreement replaces any previous Agreement between Client and Vendor and all
previous agreements are null and void. No change, alteration or modification hereof may be
made except in writing signed by both parties hereto.
14. Headings; Recitals. The headings in this Agreement are intended solely for the convenience of
reference and shall be given no effect in the construction or interpretation hereof. The parties
affirm that the recitals are true, accurate and complete and form a part of this Agreement as if
fully set forth herein.
15. Licenses; Insurance. Each party shall maintain all required licenses, if any, required of them by
law, statute, regulation or ordinance. Each party shall also maintain adequate comprehensive
general liability insurance coverage with a reputable insurance company.
16. Intellectual Property Rights.
a. License; Ownership. Vendor grants Client a limited, revocable, non-transferable license
(“License”) to use any intellectual property (“Intellectual Property”) made available by
Vendor to Client pursuant to this Agreement, including, without limitation, modified or
developed course programs (“Course Programs”). Client shall have no right to sublicense
the Intellectual Property, provided, however, that Client may provide temporary
revocable licenses to enrolled students for use of any Course Programs made available
by Vendor for the courses in which the students are enrolled, which temporary licenses
expire on the students’ completion of the course or withdrawal from the course,
whichever first occurs. This Agreement confers no license or rights by implication,
estoppel, or otherwise. The Intellectual Property shall be used by Client solely for the
purposes identified by Vendor and agreed to by the parties, and for no other purposes.
Notwithstanding the grant of a limited licenses to Client and the allowance of the grant
of temporary revocable licenses for Course Programs, Vendor shall retain full, absolute
and complete ownership of all Intellectual Property including all modifications or
enhancements to the Intellectual Property that may be made by Client. Client shall, if
requested, promptly execute all documents necessary to convey to Vendor and/or
confirm ownership of any modifications or enhancements by Vendor.

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 b. Infringement. Vendor makes no representations or warranties to Client as to whether
the Intellectual Property or Client’s use of the Intellectual Property may infringe or be
alleged to infringe on the intellectual property rights of third persons.
c. Modifications. Client shall not modify or attempt to reverse engineer any Intellectual
Property licensed to Client hereunder without the prior, written consent of Vendor,
which consent may be unreasonably withheld.
d. Term; Termination. The License shall terminate automatically without further action by
Vendor on termination or expiration of the Agreement, unless the License is earlier
terminated by Vendor. On termination of the License, Client shall immediately cease all
use of the Intellectual Property and shall return all copies of Intellectual Property to
Vendor. This License shall terminate immediately upon: (i) Client ceasing to conduct
business as a going concern; (ii) Client commencing a case under Title 11, United States
Code, or such a case is commenced against it; or becomes insolvent, or is the subject of
the appointment of a receiver or an assignment for the benefit of creditors or some
other similar proceeding. Vendor may terminate the License on ten (10) business days’
notice to Client in the event Client breaches this Agreement and fails to cure the default
within any cure period hereunder.
e. Warranties. VENDOR MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE of any material or
Intellectual Property provided to or made available to Client hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day of and year
first written above.
“VENDOR”
AlphaCom, Inc.

By: __________________________________
Printed: Christopher VanWinkle
Title: President
“CLIENT”
INDIANA VIRTUAL EDUCATION FOUNDATION, INC.
By: __________________________________
Printed: James Tilford
Title: Treasurer

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 EXHIBIT A
ALPHACOM, INC.
2016-17 Professional Services Rates
All information contained herein is considered confidential and privileged. It is intended for
purpose of documenting detailed compensation related directly to the negotiation of the services
provided to the Client by AlphaCom, Inc. It is understood, by and between the parties, all services
performed on behalf of the Client shall be executed in accordance with the terms and conditions set
forth in the written agreement herein above.
Consulting, Technology & Administrative/Facility Services Fees
1.) AlphaCom, Inc., will maintain a services fee rate equal to Ten percent (10%) of the Basic
Grant disbursement per student for Operations. The “basic grant disbursement” amount
shall be calculated jointly by the parties based on information from the Indiana Department
of Education and other sources. The percentage amount will remain static to an enrollment
level of 5,000 students. Upon attaining 5,000 students, any additional students from 5,001
through 7,500 will be charged at a rate of Eight and one-half percent (8.5%) of the Basic
Grant disbursement Any additional students from 7,501 to 10,000 will be charged at a rate
of Seven Percent (7%) of the Basic Grant disbursement all enrollment Once the school
attains the enrollment of 10,000 students, all remaining students from 10,001 and up will
be charged at a rate of Six Percent (6%) of the Basic Grant disbursement.
2.) AlphaCom, Inc., will maintain a rate equal to $20.00 per student for all educational platform
technology services to include, but not limited to, portal, connectivity, maintenance, general
updates. Any additional services such as management systems development, course
development, and course modification will be billed on a per job basis at an hourly rate
comparable to the industry standards.
3.) AlphaCom, Inc., will maintain a rate equal to $15.00 per student for any standardized
educational services provided by schools that are not “Brick-and-Mortar” processes. All
specialized services such as Individual Education Plans will be billed at a market standard for
the services utilized, per student, or $175.00 per hour, as it relates to special needs.

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