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This _____________________ agreement (the “Agreement”) is made and entered into as of this _____________________ day of _________________, 2019, by and between the Haralson County School	System	a/k/a	Haralson	County	School	District	(“District”)	and ______________________________ (“Supplier”). District and ____________________________ will be referred tojointly as the“Parties”and individually as a “Party”.

ThePartieshereto agreethat the___________________________________________________ ___________________________________________________________________________________
issued by the District on _______________________ (together with duly issued addenda by the District, collectively, the “RFP”) and _________________________’s response to the RFP dated ______________________ (the ”Proposal”) are hereby incorporated by reference in their entirety as if fully set forth within the body of this agreement. In the event of any ambiguity, discrepancy, or conflicting provisions, the issue shall be resolved based upon the following order of precedence (1) the express terms of this Agreement (excluding any documents incorporated by reference, including all exhibits and attachments attached hereto); (2) the terms of this RFP including the District’s general specification, terms, and conditions along with all other documents included within the RFP which documents are incorporated hereinby reference;then(3) thetermsof theProposal.

Any “click-wrap agreement”, agreementsincorporated withina softwareproduct or other automatic agreements required to be accepted to use a product shall have no force or effect and shallnot supersedeor supplant theprovisionshereof.

Pricing may not be changed, modified or updated from the amounts indicated in the Proposal.

{Supplier} acknowledges that the relationship between District and {Supplier} is vendor and vendee, and that {Supplier} is, and shallat alltimesremain, anindependent contractor. {Supplier}, its agents, servants, employees and any sub-suppliers or sub-contractors shall under no circumstances be deemed agents or representatives of District for any purpose whatsoever,unlessotherwiseagreed to inwriting,and {Supplier} shallhavenoauthorityto enter into any contracts or commitments in the name or on behalf of District, or to bind District in any way. {Supplier} is not and shall not be deemed to be a franchisee of District, and {Supplier} covenants and agrees not to make any representation to any person, expressor implied, to thecontrary.

{Supplier} expressly represents and warrants to District that each and all of the products and/or services supplied shall: (i) be of first-class quality and conform to all of {Supplier}’s specificationsandadvertising;(ii) preformed ina good and workmanlikemanner;and, (iii) conform to all applicable standards and regulations promulgated by any and all governmental and regulatory authorities, including without limitation the U.S. Food and Drug Administration, the Federal Trade Commission, and the various state, municipal,

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territorial and local governmental and regulatory authorities, as well as any standards customaryand accepted intheindustry.

{Supplier} expressly makesand confirmsallother warrantiesimplied by lawandby custom and usageinthetrade.

{Supplier} shallcomply with theprovisionsof OCGA §13-10-90 et seq.

In accordance with OCGA §50-5-85 by execution hereof {Supplier} certifies that they do not currently participate in an organized boycott of Israel. Supplier/Contractor/Vender further certify and agree that they will not participate in a boycott of Israel during the termof thiscontract.

DEFAULT

(a) Any one or more of the following events shall constitute an event of default under thisAgreement:

(i) the breach of any covenant, agreement, representation or warranty under this Agreement, which breach shallnot be cured within fifteen (15) days after notice of suchbreachgivenby thenonbreaching party (“CurePeriod”) shallbedeemed to be a default under thisAgreement,provided, however, that intheevent suchbreachis the third breach under this Agreement by such party within any 12-month period, then such breach shall constitute an event of default immediately upon the giving of notice by thenonbreaching party of suchbreach; or

(ii) the failure of {Supplier} to cure a breach of this Agreement within the time and inthemanner provided; or

(iii) thebankruptcy of {Supplier}to thisAgreement.For purposesof thisAgreement, the term “bankruptcy” shall mean the filing of a petition commencing a voluntary caseunder theBankruptcy Code; ageneralassignment for thebenefit of creditors; anadmissioninwriting by suchparty of itsinabilityto pay itsdebtsasthey become due; thefiling of any petitionor answer inany proceeding seeking or consenting to, or acquiescing in, any insolvency, receivership, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation; thefiling of any answer or other pleading admitting or failing to deny,or to contest, the material allegations of the petition filed against such party in any suchproceeding;theseeking or consenting to, or acquiescence in, theappointment of any trustee in bankruptcy, receiver or liquidator for the business or property of suchparty;or thecommencement against suchparty of any involuntary caseunder the Bankruptcy Code, or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding isnot dismissed or vacated withinten(10) daysof commencement.

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(b) Upon the occurrence of an event of default under this Agreement, the non-defaulting party may at its option immediately terminate this Agreement upon notice to the other party of such termination. The non-defaulting party shall have available to it and may pursueallother rightsand remediesunder applicablelaw.

(c) Any subsequent shipment by {Supplier} to District of, and any subsequent orders submitted by District to {Supplier} for, Products, and District’s acceptance of and payment for suchProducts, shallnot constitutea waiver of any breachunder thisAgreement.

TERMINATION

(a) This Agreement shall terminate upon the earliest to occur of any one of the following events:

(i) at theexpirationof theInitialTermor any RenewalTerm;

(ii) upon the occurrence of an event of default of this Agreement and notice being given;

(iii) at any time upon not less than ________ days’ notice by District to {Supplier} terminating thisAgreement.

(b) UponterminationofthisAgreement:

(i) allindebtednessbetween{Supplier} and District shallbecomedueand payable; and,

(iv) neither party shallhaveanyliabilityto theother party as aresult of or inconsequence of any such rightful termination for loss, cost or damage directly relating to such rightful termination, including, but not limited to, any loss of future profits, or any expenses incurred or claimed to have been incurred by the other party in reliance upon the continued effectiveness of this Agreement, such as for, among other things, development of business, procuring customers, expenditures or commitments made in connection with such party’s business, or for any other such cause, provided, however, that the foregoing shallnot beconstrued toaffect any indebtednessthendueand owingbetweentheparties and any other rights or remedies of the parties relating to the performance, nonperformance or other actionsinviolationof thisAgreement.

INDEMNIFICATION

{Supplier} indemnifies and holds District harmless from and against any and all actions, suits, proceedings, claims, losses, liabilities, damages and expenses (including attorneys” and experts” fees and sums reasonably expended in investigation and settlement of litigation, pending or threatened) arising out of or in connection with any breach by {Supplier} of any term, provision, covenant, agreement, representation or warranty

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contained in this Agreement, including, but not limited to, the breach of any warranties under this Agreement, express or implied, any and all product liability claims, actions and other proceedings, patent, copyright, trademark, trade name or service mark infringements or claims of infringement, and any and all other claims, actions and proceedingsagainst District relating to theProductsor Services.

Upon the occurrence of any event giving rise to a right to seek indemnification under this Agreement, the District shall deliver or transmit to the indemnifying party a documented notice of such claim, action or proceeding within ten (10) days after it becomes known to such party, provided, however, that the failure to give such notice shall not relieve the indemnifying party of itsobligationsto indemnify. Theindemnifying party shall, withinten (10) days after receipt of such notice, notify the District as to whether or not it intends to takeover thedefense of suchaction, failing which, theparty seeking indemnificationshall be entitled to take over the defense of the action. Upon proper notification by the indemnifying party of its intention to defend the claim, the indemnifying party shall engage counsel reasonably satisfactory to the indemnified party to assume the investigationand defenseof theclaim and shallkeep theindemnified party and itscounsel currently informed as to allmaterialaspectsof theclaim and itsinvestigationand defense. The indemnified party may, in such case, engage counsel to assist in the investigation and defense of the claim, but shall not be entitled to reimbursement for any expenses related to the engagement of such counsel. If the indemnifying party elects not to assume the investigationand defenseof theclaim,or failsto makeany electionwithinthetimeperiod in this Agreement provided, or if in the reasonable opinion of counsel to the indemnified party, the indemnified party has available to it defenses which are contrary to the interests of the indemnifying party in any such action, then the indemnified party shall be entitled to engageitsowncounselfor suchinvestigationand defense, and shallbeentitled to thefullindemnificationtherefor.

NOTICE

Any notices or other communications under this Agreement is to be in documented form. Any notice or other communication. including any Purchase Order Form, or invoice, may be delivered personally, or by United States first class mail, or by Postal Service or commercial overnight document delivery service, or may be transmitted by electronic means, using thefollowing contact information:

Ifto {Supplier}: [contact person(s)]
[completestreet and mailing address]

[landline, mobileand facsimiletelephonenumber(s)] [E-mailaddress(es)]

Ifto District:

[Stacy J. Gilbert, Maintenance Director]

[299 RobertsonAvenueTallapoosa, GA 30176]

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[7705742500 Office 2562016251 Cell] [stacy.gilbert@haralson.k12.ga.us]

Any notice given under this Agreement is deemed to have been given on the date dispatched or transmitted, or if given personally, on the date such notice document was personally delivered. The contact information in this paragraph may be changed by the respectivepartiesupona documented noticedelivered pursuant to thisparagraph.

APPICABLE LAW

ThisAgreementshallbedeemed to havebeenexecuted in thecityof Tallapoosa, Georgia, and shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Georgia. All suits, proceedings and other actions relating to or arising out of this Agreement shall be submitted to the jurisdiction of the courts of the State of Georgia, or the federal district court for the Northern District of Georgia (Atlanta Division) and venue for any such suits, proceedings and other actions shall be in Tallapoosa, Georgia. {Supplier} waives any claim against or objection to jurisdiction and venueinthecourtsof theStateof Georgia intheCityof Tallapoosa, Georgia or thefederal district courtfor theNorthern District of Georgia (Atlanta Division).

{Supplier} irrevocably appoints the Secretary of State of Georgia as its true and lawful attorney within the State of Georgia to receive service of process in any suit, action or proceeding against it arising out of or relating tothisAgreement,and consentsand agrees that service upon the Secretary of State of Georgia shall be of the same force and validity as if served personally uponSeller intheStateof Georgia.

DATA PROTECTION

Supplier acknowledges that by the nature of the work it may be granted access to District’sData. “District’sData” includesallPersonally IdentifiableInformation(“PII”) and other non-public information regarding District, District’s students, parents and/or customers. Data includes, but is not limited to, student and parent data, metadata, credit card information, credit information, educational records, student images, and user content. Supplier may have a limited, nonexclusive license to District’s Data for the purpose of performing its obligation as outlined in this Agreement. Regardless of the parties’ current contractual postures (breachof contract, non-payment etc.) District Data willalwaysbeavailableto District without conditions. Supplier may only usede-identified data for product development, research or other purposes to improve its services under this agreement. Supplier may only collect data necessary to fulfill its duties as outlined in this agreement. De-identified data will have all direct and indirect personal identifiers removed. Thisincludesbut isnot limited to, name,ID numbers, credit card number,credit information, dateof birth, demographic information, locationinformation, student images,

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and/or schoolID. Furthermore, Supplier agreesnot to attemptto re-identify de-identified data and not to transferde-identified data to any party unlessthat party agreesinwriting not to attempt re-identification. Any data collected by Supplier that contains PII may not be used for any purpose other than the specific purposes outlined in this agreement. Supplier will not change how data is collected, used or shared under the terms of this agreement without advance notice to and written consent from the authorized representative of the District. Supplier may not mine data for any purpose other than those purposes specifically contained within this agreement. Data mining, data scanning or otherwise obtaining User content for the purpose of advertising or marketing to students, students’ parents, District’s customers, or other parties is specifically prohibited.

Supplier shallundertakeindustrybest practicesat alltimestoensurethesecurityof District Data either while being stored or transmitted. This includes appropriate administrative, physical and technical safeguards to secure District Data from unauthorized access, disclosure and use. At a minimum District Data must be encrypted for storage and for internaland externaltransmission. Supplier shallperiodically review, update, and upgrade itsdata securitypracticesto assuretheimplementationof current industry best practices regarding security measures. Supplier shall provide prompt written notification to District in the event of a security or privacy incident. Upon written request, Supplier shall ensure that all data in its possession and in the possession of any subcontractors, agents or others are Securely Deleted or transferred back to District. Upon written request, Supplier shall certify in witting to District that all appropriate measures have been undertaken to Securely Delete or return District Data at such time as the Data is longer necessary to comply with the provisions of this agreement. “Securely Delete” means that industry standard measures are taken for the purpose of ensuring that no unauthorized person will be able to reasonably locate or extract the District Data after the deletion date.

In the event District’s Data is misappropriated or disclosed while in Supplier’s control Supplier shall indemnify and hold harmless District from all costs, claims, damages and expense, including reasonableattorneys’ fees, arising therefrom.

Supplier shall maintain for the term hereof Data Breach Insurance that will provide insurance coverage to Supplier and District to reimburse damages, assessment, fines, the cost of investigation, and responsefor any Data Breachcaused by Supplier,itsemployees, agents or sub-contractors in an amount of no less than Three Million Dollars (“$3,000,000”) per occurrence. Such insurance shall be provided with an insurance company authorized totransact businessintheStateof Georgia withanAMBest rating of “A” or better. A certificate of such insurance shall be provided to District evidencing said

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coverage and naming the District as additional insured prior to execution hereof. In addition, suchinsurancemay not terminateor benon-renewed without providing District at least thirty (30) days’ notice of termination or non-renewal. In the event the insurance required hereby provides insurance coverage on a Claims-made Coverage basis (A policy of	insurance	providing	coverage	that	is	triggered	when	aclaimismadeagainst theinsuredduring the policy period) rather than Occurrence Coverage (A policy of insurance that provides coverage for incidents occurring during the policy period regardless of when the claim is made) Supplier must assure that the Claims-made policy provides (i) that the retroactive date of the policy be shown, and such date must be prior to the effective date of this contract; (ii) the required insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract (“tail coverage”);(iii) if the required insurance policy is canceled or non-renewed during the term hereof together with the three (3) additional years of tail coverage required in (ii), and not replaced with another claims-made policy exhibiting a retroactive date of coverage prior to the contract effective date, Supplier must purchase “extended reporting”coveragefor a minimum of three(3) yearsafter completionof thecontract.

INSURANCE

(a) The following requirements apply to any and all work under this contract by all Suppliersand sub-suppliers/subcontractors.

i. Any and all insurance required by this contract shall be maintained during the entire length of this contract, including any extensions thereto, and until all work has been completed to the satisfaction of District. Any and allinsurance must beonanoccurrence basis.

ii. No Suppliers and sub-suppliers/subcontractors shall commence any workofany kind under this contract until allinsurance requirements contained within this contract have been complied with and until evidence of all insurance requirements in each and every contract with each and every subcontractor of any tier has been provided to District.

iii. District shall be covered as an Additional Insured under any and all insurance required by the contract documents. Confirmation of this requirement shall appear on all certificates of insurance and on any and allapplicablepolicies.

iv. District shall be given not less than thirty (30) days prior written notice of cancellation of any insurance required by the contract documents.

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v. District shall be given not less than thirty (30) days prior written notice of any material change of any insurance required by this contract document.

vi. Each and every insurance agent shall warrant, when executing the certificate of insurance, that he/she is acting as an authorized representative on behalf of the companies providing coverage to the contract as required by the contract document and that he/she is licensed by the State of Georgia to conduct business in the State of Georgia and that the companies providing insurance coverage to the Suppliersand sub-suppliers/subcontractorsarecurrently licensed by the State of Georgia and are currently in good standing with the Commissioner of Insurance for theStateof Georgia.

vii. In the event the insurance required hereby provides insurance coverage on a Claims-made Coverage basis (A policy of insurance providing coverage that is triggered when aclaimismadeagainst theinsuredduring the policy period) rather than Occurrence Coverage (A policy of insurance that provides coverage for incidents occurring during the policy period regardless of when the claim is made) Vendor must assure that the Claims-made policy provides (i) that the retroactive date of the policy be shown, and such date must be prior to the effective dateof this contract; (ii) the required insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract (“tail coverage”);(iii) if the required insurance policy is canceled or non-renewed during the term hereof together with the three (3) additionalyearsof tailcoveragerequired in(ii), and not replaced with another claims-made policyexhibiting aretroactive dateofcoverage prior to thecontract effectivedate, Vendor must purchase“extended reporting” coverage for a minimum of three (3) years after completionof thecontract.

(b) Any and all companies providing insurance required by the contract documents shall meet or exceed the minimum financial security requirements as set forth below. The rating for each company shall be indicated on the certificate of insurance. For all contracts, regardless of risk, companies providing insurance required bythecontract documentsshallhavea current:

i. Best’sRating of not lessthan“A-“, and

ii. Best’sFinancialSizeCategoryof not lessthanClass“VIII”

(c) In the event the Supplier and sub-supplier/subcontractor neglects, refuses, or fails to provide the insurance required by the contract documents, after at least thirty

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(30) days prior written notice to Supplier and without cure by Suppliers and sub-suppliers/subcontractors during such period, or if such insurance is cancelled for any reason, District shallhavetheoptioninitssolediscretioneither toprocurethe same in which case the cost thereof shall be deducted from monies then due or thereafterto becomedueto theSupplier,or tocancelthecontract.

(d) Comprehensive or Commercial form General Liability Insurance. $2,000,000.00 GeneralAggregateand $1,000,000.00 EachOccurrence - combined singlelimit for bodily injury and property damage. A comprehensive form certificate of insurance shallbeprovided.

(e) Business Automobile Liability Insurance. $2,000,000.00 General Aggregate and $1,000,000.00 Each Occurrence - combined single limit for bodily injury and property damage. Acomprehensiveformcertificateof insurance shallbeprovided.

(f) Worker CompensationInsurance. Statutorily required limits.

(g) Third Party EmployeeFidelityInsurance applicability:

i. Work conducted on HCSD premises or requiring access to a HCSD computer system.
ii. In such instance Employee Fidelity Insurance with a minimum of $250,000 in limits per employee. Additional insurance limits may be required as determined by School District personnel based upon circumstances. The policy must be endorsed to modify the policy to include coverage on the School District’s premises and this shall be so noted on the Certificate of Insurance.

MISCELLANOUS

(a) This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their successors but shall not be assignable except as in this Agreement provided.

(b) Ifany termor provisionunder thisAgreement,or any portionof thisAgreement,isheld to be invalid or unenforceable, it shall not affect any other term or provision under this Agreement or any partof thisAgreement.

(c) Allpromises, covenants, agreements, representationsand warrantiescontained inthis Agreement shall survive the execution and delivery, and the subsequent termination, of thisAgreement and thetransactionscontemplated under thisAgreement.

(d) This Agreement contains the full, entire and integrated agreement and understanding between{Supplier}and District with respect to thecovenants, promisesand agreements in this Agreement described, and no representations, warranties, provisions, covenants,

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agreements or understandings, written or oral, not in this Agreement contained or referred to shall be of any force or effect. This Agreement may not be modified or amended except inwriting signed byboth ofthepartiesinthisAgreement.

(e) No waiver of any breach of any term of this Agreement shall be effective unless made in writing signed by the party having the right to enforce such breach and no waiver shall beconstrued asa waiver of any subsequent breach.

(f) ThisAgreement may beexecuted by thepartiesinoneor morecounterpartsby manual or electronic signature or by use of one or more physical or electronic copies that are either physically delivered or electronically transmitted, and all of which, when taken together,constitutesoneand thesame originalof theAgreement.

IN WITNESS WHEREOF, thepartiesto thisAgreement havecaused thisAgreement to be duly executed under SEALas of {date}.

{Signatures onfollowingpage}

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{SUPPLIER}:

By [Officer’sSignature] _______________________________ Its: {CorporateTitle} ___________________________
[CorporateSeal]

DISTRICT:

By:[Officer’sSignature] ________________________ Its: {CorporateOfficer} _________________________
[CorporateSeal]