Exhibit A

Exhibit A

Terms and Conditions

Consulting Agreement

 

These Terms and Conditions supplement that certain Consulting Agreement between DG and Client (the “Agreement”), have been incorporated by reference in their entirety and are made part of the Agreement as if set forth therein or attached thereto and all capitalized terms used herein shall have the meaning set forth in the Agreement.  

 

  1. The Services may include, without limitation, providing general advice and counsel with respect to matters identified by Client from time to time, researching relevant issues, assisting with surveys, questionnaires and other data gathering methods, drafting position papers and talking points, drafting communications to staff, students, parents and legal guardians of students and third parties, drafting news releases, social media posts and other written content and such other supporting services as deemed necessary by DG.  DG and Client agree that the scope of the Services may change from time to time and agree to periodically review and discuss the scope of the Services to be provided hereunder upon the request of the other. 

 

  1. Client agrees that the Services will be provided by those employees of DG as DG may designate from time to time and that DG has not agreed that any particular person shall provide the Services.  DG shall use reasonable efforts to accommodate the reasonable requests of Client with respect to the person or persons assigned to provide the Services.  DG will provide the Services remotely via such methods of communication as may be mutually agreed.

 

  1. Client has agreed to provide DG with access to Client’s information, documents, resources and personnel to allow DG to perform the Services, which access shall include providing and facilitating DG’s access to and communication with those personnel of Client responsible for or involved with matters that are the subject of the Services, as well as directing said personnel to cooperate with DG in connection therewith.  In the event such personnel are unable, unwilling or fail to cooperate with DG on a timely basis, Client agrees that DG shall not be responsible for any delay in providing the Services as a direct or indirect result thereof.  At the request of DG, Client shall designate an employee to be responsible for receiving all requests and communications from DG and shall be the primary contact for DG in connection with providing the Services.

 

  1. In the event the Term is not set forth on Exhibit A, the term hereof shall continue until such time as either party provides written notice of termination thereof at least ten (10) days prior to the effective date of such termination.

 

  1. Client agrees that the support of the Superintendent of Schools and the School Board are essential to DG’s ability to provide the Services and, as a result, agrees that any of the following occurrences shall be sufficient cause for DG to terminate its obligations pursuant to the terms of the Agreement:

 

  1. the Superintendent of Schools of Client ceases to act as such for any reason;
  2. one or more persons serving as members of the School Board or other governing body or organization with general oversight and control of the general policies of Client no longer serves in such capacity for any reason;
  3. the Superintendent or any member of the School Board (i) publicly questions or criticizes the decision to engage DG to provide the Services or the necessity or value of the Services, (ii) publicly criticizes or otherwise disparages DG, any of its personnel or its performance of the Services, or (iii) publicly calls for the termination of Client’s engagement of DG to provide any Service.
  1. In the event of the termination of the Agreement by DG or Client for any reason, Client agrees that it shall not be released from its obligation to make any and all remaining payments pursuant to the terms of the Agreement and further agrees that it shall continue to pay all amounts that would be due DG hereunder had DG continued to provide the Services and the Agreement had not been terminated.   DG may, at its option, require Client to pay any and all remaining amounts in a lump sum equal to the present value of the aggregate remaining amounts to be paid by Client to DG through the end of the Term as if the Agreement and DG’s obligation to provide the Services was not terminate, all as reasonably calculated by DG’s accountants. 

 

  1. In the event any Claim is commenced against any of the Indemnified Parties for which indemnification may be sought pursuant to the Agreement, DG shall provide prompt written notice thereof to Client or, if earlier, upon the assertion of any such Claim (it being agreed, however, that the failure to give notice of a Claim will not relieve Client of its indemnification obligations hereunder). Promptly following the delivery of such notice, and in any event, within thirty (30) days after delivery, Client will, upon written notice to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party; provided that Client has accepted its indemnity and defense obligations without reservation or limitation in writing.  If Client reserves any rights with respect to defense or indemnity, the Indemnified Party will control the defense, the cost of which shall be borne by Client.  If Client believes that a Claim presented to it for indemnification is one as to which the Indemnified Party is not entitled to indemnification under the Agreement, it will so notify the Indemnified Party on a prompt basis (but in no event later than fifteen (15) days after delivery of notification of the Claim).  The Indemnified Party may participate in such defense at its own expense; provided that if the Indemnified Party reasonably concludes, based on advice from counsel, that Client and the Indemnified Party have conflicting interests with respect to such Claim, Client will be responsible for the fees and expenses of independent counsel to the Indemnified Party. Client will keep the Indemnified Party advised of the status of such Claim and the defense thereof and will consider recommendations made by the Indemnified Party with respect thereto. The Indemnified Party will not agree to any settlement of such Claim without the prior written consent of Client. Client will not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of any Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party or adversely affects the Indemnified Party without the prior written consent of the Indemnified Party.

 

  1. Client agrees that DG shall own any improvements and modifications to any of DG’s intellectual property used in the performance of Services, regardless of whether the improvement or modification was developed in connection with the performance of the Services pursuant to the Agreement or independent of the performance of the Services. Client agrees that nothing contained in the Agreement grants Client a license to, or an ownership interest in, any intellectual property of DG now existing or hereafter created, including any intellectual property created in connection with the Services.

 

  1. All notices required in connection with the Agreement must be written and will have been given when delivered by hand, on the next business day if delivered by a recognized overnight courier, on the third business day if mailed (by certified or registered mail, return receipt requested) or upon actual receipt thereof, to the address set forth in the Agreement or any updated address of which written notice is provided to the other party.   

 

  1. The Agreement will not be construed to confer any rights on any third party except as otherwise expressly set forth in the Agreement.

 

  1. If any provision of the Agreement is held invalid, void, or unenforceable to any extent, that provision will be enforced to the greatest extent permitted by law and the remainder of the Agreement and application of such provision to other persons or circumstances will not be affected.

 

  1. Client may not assign the Agreement or any of its rights or obligations thereunder without the prior written consent of DG and any purported assignment without the required consent shall be null and void and of no force or effect.     

 

  1. The Agreement may be signed in counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same instrument. 

 

  1. The waiver of any breach or violation of any term or provision of the Agreement will not constitute a waiver of any subsequent breach or violation of the same or any other term or provision.  No waiver of any right or remedy hereunder will occur unless such waiver is in writing.

 

  1. The headings in the Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of the Agreement.