OpenLearning Limited announce that it has signed a long-term Distribution and SaaS Reseller Agreement with the Education Centre of Australia (`ECA') to launch OpenLearning India Sub- Platform (`OpenLearning India'), which ECA will manage and promote to learners and universities in India, Nepal, Sri Lanka and Pakistan (`Platform Region'). The Agreement enables OpenLearning to enter the market in India with minimal investment, by leveraging
ECA's expertise in Australia, India and across the sub-continent. Under the Agreement, ECA will handle sales, marketing, partnerships, course design and distribution of OpenLearning's SaaS Platform, while OpenLearning will establish, operate and provide technical support for the OpenLearning SaaS Platform that will be hosted on Microsoft Azure in India, on the following material terms and conditions: Fees: OpenLearning will receive 5% of the gross enrolment fees and any other fees and payments paid to or for the benefit of ECA by Students for OpenLearning India's marketplace. Revenue: ECA will leverage its sales and marketing resources to sell OpenLearning's SaaS Platform to universities in the Platform Region, with the revenue from the SaaS Platform subscriptions being shared equally (50/50) between ECA and OpenLearning. Platform Region: the geographic territory comprising the Republic of India, Nepal, Democratic Socialist Republic of Sri Lanka and the Islamic Republic of Pakistan. Term: the Agreement will continue until both parties agree in writing to its termination. The Company has the option to terminate the Agreement in any year after the third anniversary of the
Agreement if the aggregate revenue generated by ECA for the Company in the preceding year is less than $100,000 plus any cloud hosting costs incurred by the Company. Review: the parties have agreed that they will review all the fees payable under the Agreement in good faith at least three months before the fifth anniversary of the Agreement. OpenLearning Costs: the Company's only ongoing cost during the term of the Agreement will be
the cloud hosting fees for OpenLearning India, which the Company expects will not be material at this stage.