FORM OF SERVICES AGREEMENT THIS SERVICES AGREEMENT (this ? Agreement ?) is made as of , , by and between Career Education Corporation, a Delaware corporation (? CEC ?) and , a wholly-owned subsidiary of CEC (? CEC Subsidiary? )

Exhibit 10.13

FORM OF SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this “ Agreement ”) is made as of              ,              , by and between Career Education Corporation, a Delaware corporation (“ CEC ”) and              , a wholly-owned subsidiary of CEC (“ CEC Subsidiary” ).

RECITALS:

A. CEC is a management holding corporation which through its subsidiaries, including but not limited to CEC Subsidiary, operates several postsecondary proprietary schools, including but not limited to the School listed on Schedule A attached hereto (the “ School ”);

B. CEC Subsidiary and the School desire CEC to provide, or cause to be provided, certain Services (as defined below) to CEC Subsidiary and/or the School; and

C. CEC is prepared to provide such Services to CEC Subsidiary and/or the School.

NOW, THEREFORE , in consideration of the foregoing recitals, and of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

CEC shall provide, or cause to be provided, specific management and administrative services to CEC Subsidiary and/or the School as may be requested by CEC Subsidiary and/or the School from time to time, which may include those Services set forth on Schedule B attached hereto (hereinafter referred to as “ Services ”).

The fees due CEC from CEC Subsidiary and/or the School for its performances of the Services shall be established, from time to time, by the mutual agreement of the parties. All fees are subject to review and revision on a periodic basis. The fees are to be charged monthly, unless otherwise agreed to by the parties hereto.

The initial term of this Agreement shall be for a period of one year (the “ Initial Term ”). Thereafter, the term shall automatically renew for successive one year periods (collectively with the Initial Term, the “ Term ”). This Agreement may be terminated by either party upon the giving of thirty (30) days prior written notice to the other party. In the case of termination of this Agreement by either party, CEC Subsidiary and/or the School will be liable for all charges for Services provided by CEC to CEC Subsidiary and/or the School through the effective date of termination, including a prorated portion of any monthly fee due hereunder.

In performing the services under this agreement, CEC at all times shall act in good faith and in a manner which it believes to be in or not opposed to the best interests of CEC Subsidiary and the School.

Notwithstanding anything to the contrary contained in this agreement or provided by law, to the maximum extent permitted by law, CEC Subsidiary and the School hereby unconditionally and irrevocably waive all claims and causes of action against CEC (and its shareholders, officers, directors and employees), of every kind and character, including claims and causes of action for loss of or injury to business and property, caused by or deriving from any act or omission of CEC (or its shareholders, officers, directors and employees) under this Agreement, including acts and omissions constituting negligence or gross negligence, except for such acts or omissions of CEC made or omitted in bad faith.

Each party agrees to protect, defend, hold harmless and indemnify (as such, the “ Indemnifying Party ”) each other party, its successors, assigns, directors, officers, employees and any members of the governing board of the School and their respective representatives (each, an “ Indemnified Party ”) from and against any and all claims, demands, actions, liabilities, damages, losses, fines, penalties, costs and expenses including reasonable attorneys’ fees (collectively the “ Claims ”), of any kind whatsoever including, without limitation of the foregoing, those relating to actual or alleged death of or injury to persons and damage to property, actually or allegedly, directly or indirectly, arising or resulting from or connected with: (a) any Claims against an Indemnified Party arising out of services or procedures provided by or through the Indemnifying Party pursuant to this Agreement; (b) the omission or commission of any act, lawful or unlawful, by the Indemnifying Party or its agents or employees, whether or not such act is within the scope of the agency or employment of such agents or employees; (c) the failure of the Indemnifying Party to comply with any applicable law, ordinance, rule or regulation, and; (d) inquiries and/or investigations by any federal, state or local governmental organization.

This Agreement has been entered into for the sole benefit of CEC Subsidiary and CEC and in no event shall any third-party beneficiaries be created thereby except as otherwise required pursuant to Title IV.

CEC is and will remain at all times an independent contractor of CEC Subsidiary and/or the School in the performance of all Services. CEC shall hire, discharge and supervise all persons it deems necessary to carry out CEC’s duties under this Agreement. Such persons shall be deemed to be employees of CEC or of their respective companies, as applicable, and not of CEC Subsidiary or the School. Such party shall be solely liable for payment of such employees’ wages and benefits, as applicable, and for compliance with all applicable federal, state and local laws, rules and regulations relating to labor relations, terms, conditions and hours of employment, including civil rights laws, state unemployment compensation laws, worker compensation laws, and withholding of income tax laws.

The parties agree that all information provided pursuant to this Agreement by each party (“ Disclosing Party ”) to the other party (“ Receiving Party ”) is confidential and proprietary (“ Confidential Information ”) and Receiving Party shall not use any Confidential Information for any purpose other than as permitted or required for performance under this Agreement. Except as otherwise provided herein, Receiving Party agrees not to disclose or furnish any Confidential Information to any third party without the prior express written consent of the Disclosing Party and to take all reasonable measures, including, without limitation, measures taken by Receiving Party to safeguard its own Confidential Information, to prevent any such disclosure by its employees, or agents. Nothing provided herein shall

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prevent Receiving Party from disclosing information which (i) becomes public through no breach hereof; (ii) is received from a third party without restriction; (iii) is independently developed by it without any of the information obtained in connection with this Agreement; (iv) is disclosed pursuant to a requirement of law; or (v) is already known to it. Notwithstanding the foregoing, CEC may disclose any information that it, in its sole discretion, deems necessary or appropriate for purposes of complying with its public disclosure obligations or that relates to communications with investors, accreditors or regulatory agencies.

Any notice required under this Agreement shall be in writing and shall be deemed to have been duly served if mailed, postage prepaid, by certified or registered mail, return receipt required, to the party at the following addresses:

If to CEC:

Career Education Corporation

2895 Gree