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MASTERCONSULTINGSERVICESAGREEMENT THIS MASTER CONSULTING SERVICES AGREEMENT (“Agreement”) is made as of the ___ day of __________ 20___ (the “Effective Date”) by Shelby County Board of Education (“Company’) having offices at 160 S. Hollywood Street, Memphis, TN, 38112 and between _________________________________________ (“Consultant”), with offices at ______________________________________________________________________________________________. WHEREAS, Company is interested in obtaining professional consulting services from Consultant as described below; and

WHEREAS, Consultant is interested in providing such consulting services as may be mutually agreed upon by the parties. NOW, THEREFORE, the parties agree as follows:

1. SERVICES; STATEMENTS OF WORK.

1.1 Services. Services shall be provided to Company on an as-needed basis, upon written request by Company for such services (the “Services”). Consultant understands that Company has made no promises or representations whatsoever as to the amount or potential amount of business Consultant can expect at any time during the term of this Agreement.

1.2 Statements of Work. Each project to be performed by Consultant at Company’s request shall be described in a statement of work, substantially in the form attached hereto as Exhibit A (“Statement of Work”), signed by both parties. Each Statement of Work shall be subject to the terms of this Agreement, and shall, at a minimum, include: (a) the approach and objectives of the project; (b) a description of the Services to be performed and the deliverables to be provided by Consultant (the “Deliverables”); (c) the start date, location and scheduled completion dates for the Services and the Deliverables; (d) any applicable milestone dates or other assessment points; (e) the acceptance criteria, testing procedures, specifications and requirements for the Services and the Deliverables; (f) any additional warranties applicable to the Services or the Deliverables; (g) the fees applicable to the Services and the Deliverables (i.e., time and materials, fixed price, time and materials not-to-exceed); (h) the names of all Key Personnel (as defined in Section 3.2), if any; (i) any terms and conditions which expressly supersede any terms and conditions of this Agreement for purposes of the Statement Work only, and (j) such other information as may be agreed to by the parties. In the event of any conflict or inconsistency between the terms of this Agreement and any Statement of Work, the terms of the Statement of Work shall prevail; provided, however, that (a) such terms shall prevail only with respect to the transactions contemplated by such Statement of Work, and (b) the parties shall disregard any terms and conditions (including any pre-printed terms) on or contained in any of Consultant’s documents which are used, in whole or in part, as Statements of Work under this Agreement. Company shall not be required to compensate Consultant for any work not described in a Statement of Work.

1.3 Performance and Schedule. Consultant shall perform the Services and provide the Deliverables in accordance with the specifications and requirements included in the applicable Statement of Work, including, without limitation, all scheduled completion and milestone dates or assessment points set forth in the applicable Statement of Work. Consultant shall notify Company as soon as practicable if Consultant determines that any scheduled completion or milestone date or assessment point will be missed. 1.4 Required Reports. Unless otherwise agreed in the Statement of Work, Consultant shall provide Company a report at the beginning of each month in a form acceptable to Company which specifies, for each active project: (a) the activities during the previous month on that project; (b) the time spent to date and during the previous month on that project by each employee, agent and contractor of Consultant; and (c) Consultant's current work plan for completion of that project and Consultant's progress toward completion of that project.

1.5 Changes. Company may, at any time, by written notice to Consultant, request changes to a Statement of Work. Consultant shall provide Company with an estimate of the impact, if any, of such requested change on the payment terms, completion schedule and any other applicable provision of the Statement of Work. If the parties mutually agree to such changes, a written description of the agreed change (a “Change Authorization”) shall be prepared which both parties must sign. In the event of any conflicts or inconsistency, the terms of a Change Authorization prevail over those of the Statement

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of Work. No verbal agreement shall have any effect until a Change Authorization is signed by both parties.

2. PAYMENT FOR SERVICES AND REIMBURSABLE EXPENSES. 2.1 Fees and Expenses. Company shall pay Consultant as specified in the applicable Statement of Work. Unless otherwise specified in the applicable Statement of Work, in addition to the rates described in the applicable Statement of Work, Company shall reimburse Consultant for reasonable travel and living expenses of Consultant incurred on approved travel and living authorized by Company; provided, however, that all travel and living expenses of Consultant are incurred in accordance with Company’s travel and living expense policy in effect at the time such travel occurs. 2.2 Payment. Unless otherwise specified in the applicable Statement of Work, all fees and reimbursable expenses shall be invoiced by Consultant to Company on a monthly basis and Company shall pay such invoices within thirty (30) days after receipt of a proper and correct invoice. 2.3 Acceptance. Consultant acknowledges that the Services and the Deliverables (and Company's obligation to pay Consultant any amounts due in respect thereof) are subject to Company's acceptance. If Company, in its sole and reasonable discretion, determines that the Services performed or the Deliverables provided by Consultant do not conform to the applicable Statement of Work or this Agreement, Company shall notify Consultant thereof, specifying in reasonable detail the respects in which the Services or Deliverables are unsatisfactory or unacceptable. Within five (5) days (or such time as is agreed in writing by the parties) following receipt of any such notice, Consultant shall, at no additional cost to Company, take all steps necessary to render the Services and the Deliverables satisfactory and acceptable to Company. If Consultant fails to make the Services and the Deliverables satisfactory and acceptable to Company within such time period, Company may, without prejudice to its other rights under this Agreement, at law or in equity, terminate the applicable Statement of Work and this Agreement with respect to the non-conforming Services and Deliverables by written notice given at any time after the end of such time period, in which case Consultant shall promptly refund to Company all fees paid hereunder for such non-conforming Services and Deliverables. 2.4 Records. Consultant shall keep and maintain complete and accurate accounting records in accordance with generally accepted accounting principles to support and document all amounts becoming payable to Consultant hereunder. Upon request from Company, Consultant shall provide to Company (or a representative designated by Company) access to such records for the purpose of auditing such records during normal business hours. Consultant shall retain all such records for four (4) years after the amounts documented in such records become due.

3. PERSONNEL; INDEPENDENT CONTRACTORS. 3.1 Staffing. Consultant shall consult with Company on all personnel decisions which relate to each project, and shall staff each project with personnel with sufficient skill, experience and ability to complete the project on the schedule specified in the Statement of Work. Company may at any time require Consultant to remove from any Company related activity any personnel objectionable to Company, and may require Consultant to replace any such personnel with other personnel meeting the requirements of Company. Company’s right hereunder to require Consultant to remove and/or replace any personnel shall not in any way limit Consultant’s obligation to perform under this Agreement. 3.2 Key Personnel. If requested by Company, key individuals (including Consultant's employees, agents and subcontractors (“Key Personnel”)) shall be specified in the Statement of Work. Company reserves the right to approve the appointment of and replacements for all Key Personnel. Key Personnel shall not be removed from the project by Consultant without Company’s consent. In the event that any of the Key Personnel leave the project, and are not replaced within five (5) days by personnel acceptable to Company, Company may replace such Key Personnel with a Company employee or another consultant, in which case Consultant shall reimburse Company for the cost incurred for such replacement for ninety (90) days.  3.3 Consultant Project Manager. Consultant shall designate a Project Manager who shall be responsible for ensuring that Consultant's personnel properly perform their obligations under this Agreement, shall act as liaison with Company and shall be responsible for the performance of the Services and provision of the Deliverables. Consultant's project manager shall be available, as reasonably required, to be on-site at the appropriate Company location during progress and review meetings and at other times reasonably requested by Company.

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3.4 Company Project Coordinator. Company shall designate a Project Coordinator who shall act as liaison with Consultant on behalf of Company with respect to each project. 3.5 Subcontractors. Consultant shall not engage any subcontractors to perform any obligation of Consultant under this Agreement without obtaining Company’s prior written consent. Any subcontractors engaged by Consultant must agree in writing to be bound by the terms of this Agreement. If Consultant subcontracts any of its obligations hereunder after obtaining Company’s prior written consent, Consultant shall remain liable for the performance of all of its obligations, and shall be liable for any breach of this Agreement by any such subcontractor. 3.6 Independent Contractor. The relationship of Consultant and its personnel to Company shall be that of independent contractors. All persons Consultant furnishes to provide Services to Company shall be the employees or subcontractors of Consultant and shall be neither the employees nor agents of Company. Consultant and its personnel are not eligible to participate in any employment benefit plans or other benefits or conditions of employment available to Company employees. Consultant shall have exclusive control over its personnel and over the labor and employee relations, and policies relating to wages, hours, working conditions or other conditions of its personnel. Consultant shall have the exclusive right to hire, transfer, suspend, lay off, recall, promote, assign, discipline, discharge and adjust grievances with its personnel. 3.7 Employment. Consultant shall be solely responsible for all salaries and other compensation of its personnel who provide Services to Company. Consultant shall be solely responsible for making all deductions and withholdings from its employee's salaries and other compensation, and for the payment of all contributions, taxes and assessments and shall comply with all other requirements of federal or state laws or regulations regarding conditions of employment including federal or state laws or regulations regarding minimum compensation, unemployment compensation, Social Security, overtime, hours of work and equal opportunities for employment.

4. TERM. The term of the Agreement shall commence on the date that the Agreement is executed by all parties thereto. Thereafter, unless earlier terminated, the term of the Agreement shall continue for an initial term of one (1) year. The Agreement shall reserve the Company the unilateral option of extending the term of the Agreement for two (2) additional terms of one (1) year(s) each, provided that the maximum duration of the Agreement shall not exceed three (3) years. 5. CONFIDENTIALITY; OWNERSHIP OF DEVELOPMENTS.

5.1 General. “Confidential Information” shall mean all information, whether in written, verbal, graphic, electronic or any other form, which is disclosed to or observed by the Consultant in the course of its performance of Services hereunder. Confidential Information shall include Deliverables, business plans, forecasts, projections, analyses, Company employee, customer and vendor information, software (including all documentation and codes), hardware and system designs, architectures and protocols, specifications, manufacturing, logistic and sale processes. 5.2 Agreement Confidential. Consultant shall treat the terms of this Agreement as Confidential Information. 5.3 Use of Confidential Information. Consultant (a) shall use Confidential Information only in connection with Consultant's performance of its obligations under a Statement of Work, and (b) shall not disclose Confidential Information except to Consultant's employees, agents, and contractors who have first agreed to be bound by the terms and conditions of this Article 5 and who have a need to know such Confidential Information in connection with the performance of Consultant's obligations under this Agreement or any Statement of Work and then only to the extent they need to know. If requested by Company, Consultant's employees, agents and contractors who are assigned to work on a Company project shall execute a document satisfactory to Company acknowledging and agreeing to be bound by the terms of this Article 5. In any case, Consultant shall be responsible and liable for any unauthorized disclosure, publication or dissemination by any of Consultant's employees, agents or contractors of any Confidential Information. This Article 5 does not apply to any information that (a) Consultant can demonstrate that it possessed prior to the date of this Agreement without obligation of confidentiality, (b) Consultant develops independently without use of any confidential information, (c) Consultant rightfully receives from a third party without any obligation of confidentiality to such third party, (d) is or becomes publicly available without breach of this Agreement, or (e) must be disclosed as required under applicable law or regulation; provided, however, that Consultant must give Company reasonable notice prior to such disclosure and shall reasonably cooperate with any efforts requested by Company to limit the nature or scope of the disclosure.

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5.4 Removal of Documents. Consultant shall not remove from Company’s premises the original or any reproduction of any notes, memoranda, files, records, writings or other documents, whether on tangible or electronic media, containing any Confidential Information or any document prepared by or on behalf of Consultant which contains or is based on any Confidential Information, without the prior written consent of an authorized representative of Company, and any such document(s) in Consultant's possession or under its custody or control shall be immediately turned over to Company or certify as having been destroyed upon the request of Company or the termination of this Agreement. 5.5 Ownership; Proprietary Rights. All concepts, works, information, data, computer programs and other ideas and materials developed, invented, prepared or discovered by Consultant or any of its employees, agents or contractors, either alone or in collaboration with others, which relate to the actual or anticipated activities, business or research of Company, which result from or are suggested by any work Consultant may do for Company, or which result from use of Company’s premises or property, including, without limitation, the Deliverables (collectively, the “Developments”) and any trademark, trade secret, copyright, patent, common law right, title or slogan or any other proprietary right (“Proprietary Rights”) in such Developments shall be the sole property of Company. Consultant shall, and hereby does, assign to Company all right, title and interest in all such Developments and the Proprietary Rights therein, and shall execute any documents in connection therewith that Company may reasonably request; provided that to the fullest extent permissible by applicable law, any and all copyrightable aspects of the Developments shall be considered “works made for hire”. Consultant agrees to enter into agreements with all of its employees, agents and contractors necessary to establish Company’s sole ownership in the Developments and the Proprietary Rights therein, and Consultant agrees to provide Company with copies of such agreements as they are executed. Consultant hereby grants to Company a perpetual, irrevocable, non-exclusive right and license, with the right to sublicense, to use all materials, software, technology, data or other goods or services, that are not Developments but that are required to use fully and completely the Services and the Developments. Consultant shall not provide to Company any materials that are not Developments for which Consultant does not have the right to grant the foregoing license. 5.6 General Knowledge. This Agreement shall not preclude Consultant from using its general knowledge, skills and experience for its other clients, provided that Consultant does not use in connection therewith any Developments or Confidential Information. 5.7 Incomplete Developments. At all times during the term of this Agreement, upon request from Company and upon termination or expiration of this Agreement, Consultant shall provide immediately to Company the then-current version of any Developments in Consultant's possession. 5.8 Online Access. If Consultant is given access, whether on-site or through remote facilities, to any Company computer or electronic data storage system, in order for Consultant to accomplish the work called for in a Statement of Work, Consultant shall limit such access and use solely to perform work within the scope of such Statement of Work and shall not attempt to access any computer system, electronic file, software or other electronic services other than those specifically required to accomplish the work required under such Statement of Work. Consultant shall limit such access to those of its employees with an express requirement to have such access in connection with this Agreement or the Statement of Work, shall advise Company in writing of the name of each such employee who shall be granted such access, and shall strictly follow all Company’s security rules and procedures for use of Company’s electronic resources. All user identification numbers and passwords disclosed to Consultant and any information obtained by Consultant as a result of Consultant's access to, and use of, Company’s computer and electronic storage systems shall be deemed to be, and shall be treated as, Company Confidential Information under applicable provisions of this Agreement. Consultant shall cooperate with Company in the investigation of any apparent unauthorized access by Consultant to Company’s computer or electronic data storage systems or unauthorized release of Company Confidential Information by the Consultant.

6. INDEMNIFICATION. 6.1 Indemnification. Consultant shall, at its own expense defend, indemnify and hold harmless Company and its shareholders, directors, officers, employees, agents, successors and assigns from and against any and all claims, demands, suits, or causes of action (hereinafter “Claims”) (and all damages, costs, fees and expenses (including reasonable attorneys’ fees) arising therefrom) that result or are claimed to result in whole or in part from (a) any third-party claim, action or allegation that, if true, would cause Consultant to be in breach of any of its representations, warranties, agreements or covenants in this Agreement, (b) any negligent or willful acts or omissions of Consultant, its employees, subcontractors or

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agents, (c) injury (including death) to any persons or damage to any property arising out of any Services furnished by Consultant under this Agreement, or (d) any violation by Consultant of any applicable law, statute or ordinance or any applicable governmental administrative order, rule or regulation in effect as of the date of the action or inaction giving rise to such Claim and related to any products or materials (including the Developments) or Services provided by Consultant hereunder or to the performance by Consultant of its obligations hereunder. 6.2 Infringement. In the event any products or materials provided hereunder by Consultant (including the Developments) are held or are likely to be held to constitute an infringement, Consultant, at its expense, shall first use reasonable and prompt efforts either (a) to procure for Company the right to continue to use such products or materials, or (b) to modify the products or materials so that they are non-infringing and of at least equivalent performance and functionality, or (c) upon adequate showing to Company that both of the foregoing options are not commercially feasible, provide functionally equivalent replacement products or materials, or offer to reimburse Company’s cost of doing so. 6.3 Procedures. Consultant may control the defense of any Claim. Upon Consultant’s request, Company shall reasonably cooperate in such defense and Consultant shall reimburse Company for its reasonable out-of-pocket expenses in providing such cooperation. Company shall provide prompt notification of any Claim; provided, however, that any delay by Company in giving such notice shall not relieve Licensor of its obligations pursuant to this Article 6, except to the extent that Consultant demonstrates actual damage caused by such delay. If Consultant has not previously provided Company with the remedy set forth in Section 6.2, then Consultant shall not, without first obtaining Company’s prior written consent, settle any Claim in any manner that restricts or limits Company’s ability to use the products or materials in the manner provided for in this Agreement.

7. INSURANCE.

7.1 Required Insurance. Consultant agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance during the term of this Agreement:

(a) Workers’ compensation and employer's liability insurance, with the following minimum requirements:

(i) Statutory workers’ compensation including occupational disease in accordance with the law.

(ii) Employer's liability insurance with minimum limits of $1,000,000 per employee, $1,000,000 per accident and $1,000,000 per disease.

(b) Commercial general liability insurance covering Services performed under this Agreement providing limits of not less than:

 (i) Bodily injury and property damage liability - $1,000,000 per occurrence (ii) Personal injury and advertising injury liability - $1,000,000 per person or per organization (iii) Medical payments - $10,000 per person (iv) General policy aggregate - $1,000,000

(c) Commercial business automobile liability insurance including coverage for all owned, nonowned and hired vehicles providing coverage for bodily injury and property damage liability with combined single limits of not less than $1,000,000 (d) Professional liability insurance covering acts, errors and omissions arising out of Consultant’s operations or Services in a limit of not less than $1,000,000 per occurrence and $1,000,000 aggregate.

7.2 Policies; Procedures. Consultant’s insurance policies shall be primary insurance and any other valid insurance existing for Company’s benefit shall be excess of such primary insurance. Consultant shall amend the insurance policies set forth in Section 7.1(b) and Section 7.1(c) to name Company as an additional insured on such policies. Consultant shall

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provide Company with certificates of insurance signed by authorized representatives of the respective carriers within thirty (30) days following the Effective Date of this Agreement.

8. NO LIENS. No mechanics' or other lien, or notice creating such lien, or claim or action thereon shall be filed by Consultant, or any person or entity acting through Consultant, for Services or Developments under this Agreement. Where applicable, Consultant shall, upon request of Company, deliver to Company, contemporaneously with any payment, recordable partial waivers of lien for any partial payments, and recordable final waiver of lien for the final payment.

9. TERMINATION. 9.1 Termination Without Cause. Company may terminate Services under any Statement of Work, without cause, without penalty and without liability for damages as a result of such termination by giving written notice of termination to Consultant. 9.2 Termination for Material Breach. If either party commits a material breach of this Agreement, and such breach is not cured within a period of thirty (30) days after written notice of such breach by the other party, then the non-breaching may immediately terminate this Agreement. 9.3 Liability Upon Termination. Upon termination of a Statement of Work then in process, Company shall only be liable for payment of fees earned as a result of Services actually performed and the Deliverables actually provided under such Statement of Work prior to the date of termination.

10. WARRANTY. Consultant represents and warrants as follows: 10.1 Workmanship. That all Services shall comply with all applicable federal, state and local laws, rules, regulations and orders, and that all such Services shall be performed in a good, workmanlike, timely and professional manner by qualified persons fully familiar with the requirements for the Services and the materials and technology to be used to perform the same. 10.2 Original Development. That all Developments shall be of original development by Consultant or Consultant has obtained all rights necessary to transfer such Developments to Company pursuant to the terms of this Agreement and to perform its obligations hereunder. 10.3 Infringement. That the Services and the Developments do not and shall not infringe upon or misappropriate any Proprietary Rights of Company or any third party.  10.4 Performance. That the Services and Deliverables shall conform to, and perform in accordance with, any applicable specifications (including the descriptions and requirements set forth in the applicable Statement of Work) and shall otherwise be free from any material defects. If Consultant receives notice from Company of any breach of the foregoing warranty, Consultant shall, as Company’s non-exclusive remedy, render all services necessary at no charge to Company to cause the Services and the Deliverables to conform to the foregoing warranty as soon as possible.

11. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM CONSULTANT’S OBLIGATIONS SET FORTH IN ARTICLE 6, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS.

12. ADVERTISING. Consultant agrees that without Company’s prior written consent, Consultant shall not use the names, service marks and/or trademarks of Company or any of its affiliated companies, or reveal the existence of this Agreement or its terms and conditions in any manner, including in any advertising, publicity release or sales presentation.

13. NOTICES. All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by (a) hand delivery, (b) certified mail, return receipt requested, or (c) by a nationally recognized courier service, to the parties at the respective addresses set forth below or to such other address as the party to receive the notice has designated by notice to the other party:

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If to Company: Shelby County Board of Education If to Consultant:

Company’s Name Consultant’s Name

160 S. Hollywood Street

Address Address

Memphis, TN 38122

City, State Zip City, State Zip

(To Be Determined)

Attention: Name Attention: Company Name

The parties may change such address by giving notice to the other party of such change in accordance with the foregoing procedures, provided, however, that such notice shall be effective only on receipt.

14. GENERAL. 14.1 Assignment; Agreement Binding. Neither party shall assign this Agreement or subcontract or delegate any of its obligations hereunder, without the prior written consent of the other party; provided however, that Company may, without acquiring the consent of Consultant, assign this Agreement to any of its affiliates or subsidiaries or in connection with a merger, reorganization or sale of all or substantially all the assets of the portion of its business to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. 14.2 Applicable Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Tennessee, without regard to conflict of law principles. 14.3 Security Policies. Consultant and Company agree that their personnel, while working at or visiting the premises of the other party, shall comply with all the internal rules and regulations of the other party, including security procedures, and all applicable federal, state, and local laws and regulations applicable to the location where said employees are working or visiting.

 14.4 Severability. If any covenant set forth in this Agreement is determined by any court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect.

14.5 Signatures. This Agreement may be executed in counterparts, which together shall constitute one and the same agreement. Each party may rely on a facsimile signature on this Agreement, and each party shall, if the other party so requests, provide an originally signed copy of this Agreement to the other party.

14.6 No Waiver; Cumulative Remedies. The failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future performance shall continue in full force and effect. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

14.7 Entire Agreement. This Agreement and the Statements of Work, together with all documents referenced herein and therein, constitute the complete and exclusive statement of the terms of the agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions of the parties. No modification or rescission of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

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14.8 Interpretation. The descriptive headings of this Agreement and of any Statements of Work under this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. As used herein, “include” and its derivatives (including, “e.g.”) shall be deemed to mean “including but not limited to”.

 14.9 Time of the Essence. Consultant acknowledges that time is of the essence in performing its obligations hereunder.  14.10 Survival. The following provisions shall survive termination of this Agreement: Articles 5, 6, 8, 11, 12, 13, and Sections 14.1, 14.2, 14.4, 14.6, 14.8, and 14.9. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year

first above written.

COMPANY: Shelby County Board of Education CONSULTANT:

Company’s Name Consultant’s Name

By By

Name Name

Title Title

Date Date

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Exhibit A FORM OF STATEMENT OF WORK STATEMENT OF WORK NO. _____

TO MASTER CONSULTING SERVICES AGREEMENT

THIS STATEMENT OF WORK NO. (this "Statement of Work") is made and entered of the ___ day of __________ 20___ (the “Effective Date”) by Shelby County Board of Education (“Company’) having offices at 160 S. Hollywood Street, Memphis, TN, 38112 and between _________________________________________ (“Consultant”), with offices at _____________________________________________________________________________________________.

Consultant and Company are parties to that certain Master Consulting Services Agreement dated as of the ___ day of __________ 20___ (the “Agreement"). This Statement of Work is a schedule to the Agreement and is subject to the terms and conditions set forth in the Agreement. Capitalized terms used but not defined in this Statement of Work shall have the meanings given in the Agreement. In the event of any conflict or inconsistency between the terms of the Agreement and this Statement of Work, the terms of this Statement of Work shall prevail; provided, however, that (a) such terms shall prevail only with respect to the transactions contemplated by this Statement of Work, and (b) the parties shall disregard any terms and conditions (including any pre-printed terms) on or contained in any of Consultant’s documents which are used as part of this Statements of Work. Each Statement of Work shall, at a minimum, include:

(a) the approach and objectives of the project; (b) a description of the Services to be performed and the Deliverables to be provided by Consultant; (c) the start date, location and scheduled completion dates for the Services and the Deliverables; (d) any applicable milestone dates or other assessment points; (e) the acceptance criteria, testing procedures, specifications and requirements for the Services and the Deliverables; (f) any additional warranties applicable to the Services or the Deliverables; (g) the fees applicable to the Services and the Deliverables (i.e., time and materials, fixed price, time and materials not-to-

exceed); (h) the names of all Key Personnel, if any; (i) any terms and conditions which expressly supersede any terms and conditions of the Agreement for purposes of this

Statement Work only, and (j) such other information as may be agreed to by the parties.

Note: Any terms and conditions that are intended to supersede the Agreement must be included in an amendment to the Agreement prepared by the General Councils Office.

IN WITNESS WHEREOF, the parties have caused this Statement of Work to be duly executed and delivered as of the day and year first above written.

COMPANY: Shelby County Board of Education CONSULTANT:

Company’s Name Consultant’s Name

By By

Name Name

Title Title

Date Date