Test Security Services Agreement This Test Security Services Agreement (?Agreement?) is entered into by and between the following parties (the ?Parties"): ?Caveon?: Caveon, LLC, a Utah limited liability company 6905 South 1300 East #468 Salt Lake City, Utah 84047 ?Client?: Orleans Parish School Board 3520 General DeGaulle Drive, Suite 5055 New Orleans, LA 70114 To be effective as of April 7, 2016 (the ?Effective Date?). Capitalized terms throughout the Agreement have the meanings, for purposes of this Agreement, referenced in the Agreement where the term appears in quotations. INTRODUCTION Client desires to hire Caveonto provide certain test security and development services ("Services") as more fully detailed and described in the Statements of Work attached hereto as Exhibit Caveon. desires to provide the Services to Client rupon the terms and conditions set forth in this Agreement which will apply to the Services to be provided hereunder and any ongoing Services provided by Caveon to Client hereafter. In consideration of the mutual promises, covenants, and agreements contained in this Agreement, the parties hereto agree as follows: 1. SERVICES 1.1 Statements of Work. Client hereby engages Caveon to provide the Services in accordance with, a separate Statement of Work for each project and each SOW will be signed by both parties and appended to and incorporated into this Agreement as an exhibit. Each SOW may de?ne the functional and performance speci?cations, data inputs and outputs, development processes, partners, payment terms, contacts, documentation, acceptance criteria, resources, milestones, and/or schedule. 1.2 Scope. Caveon will provide Client with the requirements, timing, performance, and?nancial details relating to such Services as more speci?cally de?ned in the attached initial SOW. Any future SOW, if any, will de?ne the Services requirements, timing, performance, and financial details associated with such SOW. Page 1 1.3 Deliverables and Scheduling. Caveon will submit periodic deliverables, in accordance with the schedule in the SOW, for review and approval by Client and/or its appointed agent. Caveon will provide adequate documentation in format as reasonably requested by Client necessary to document the Services. 1.4 Client Tasks. Client agrees to perform all tasks required of Client as necessary to allow Caveon to complete any SOW and to provide all necessary assistance and cooperation to Caveon in order for Caveon to timely and ef?ciently provide the Services. Caveon will not be deemed in breach of this Agreement in the event Caveon?s failure to meet its responsibilities and time schedules is caused by Client's failure to meet its responsibilities and timely provide needed materials. In the event of any such failure or delay by Client all of Caveon?s time frames and/or deadlines will be extended as necessary and Client will continue to make timely payments to Caveon as set forth in this Agreement as if all time frames, schedules, or deadlines had been completed by Caveon. 1.5 Project abandonment. If after repeated attempts to begin, continue, or finalize the delivery of Services, Client fails to participate, or becomes otherwise unresponsive to Caveon's requests for a period exceeding three months, the SOW will be considered abandoned and any outstanding balance under such SOW will become automatically due and payable. Client will not be entitled to any refund upon an SOW being abandoned. 1.6 Delivery and Acceptance. Upon Caveon?s delivery of the Services as described in each SOW, Client will have 10 business days to reject the service by delivery to Caveon of notice stating the reasons for any such rejection. Caveon will have 10 business days to cure the stated defects after which Client will have 10 additional business days to reject such re-performed Services. If Caveon does not cure the defect in the re-performance after 10 additional business days (or after two such cure cycles), then the rejection will be deemed a material breach entitling Client to terminate this Agreement, retain ownership of all work-in-progress, and withhold any further work-in- progress payments due to Caveon. All payments earned by Caveon through the time of such non-conformance will remain due and payable for work performed by Caveon. Any service that is not rejected within 10 business days will be deemed accepted by Client. 1.7 Compensation. Caveon will invoice Client based on the terms agreed upon in each SOW inclusive of all reasonable expenses incurred by Caveon as authorized by the SOW. All payments will be due and paid in US. dollars. Caveon will bill Client for the cost of services and authorized expenses in accordance with the project milestones established in the SOW. Payment of any invoice is due upon receipt and any unpaid balances will accrue interest at the rate of 12% per annum from 30 days after the date of each invoice. 1.8 Changes. All mutually agreed upon changes to any SOW must be in writing defining the change new specifications, payment amounts, and terms. Page 2 2. OWNERSHIP OF INTELLECTUAL PROPERTY 2.1 Client. Client will retain ownership of its data, proprietary content, technologies, tools, materials and methodologies, and processes used to develop its tests, and any Client speci?c proprietary content, technelogies, tools, processes, reports, and documentation that are created during the term" of this Agreement that are developed speci?cally by Caveon for Client. Caveon acknowledges and agrees that all right, title, and interest (including, without limitation, patents, and copyrights) in any and all delive'rables speci?ed in the SOW will vest exclusively in Client. 2.2 Caveon. Caveon will retain all proprietary rights and intellectual property (IP), including copyright, in any concepts, methodologies, materials, processes, procedures, Custom programming, softWare, and code that have?been previously or independently developed by Caveon, whiCh may be adapted or'used by Caveon to perform Services under this Agreement. Client acknowledges that Caveon has a vital ?nancial interest in retaining ownership and control of any and all source code and other IP developed by CaveOn both in the past and in the future, therefore such materials will include, but not be limited to Caveon computer programs/systems, technologies, proprietary software, methods, materials, and trainings. Any changes or modi?cations to the Caveon systems and processes suggested or required by the Client are hereby assigned by the Client to Caveon, and Caveon will own all rights, title, and interests includingcopyn'ghts, in such changes and modi?cations to Caveon?s IP. In addition to the broad categories of Intellectual Property identi?ed above that are Caveon?s property and will remain Caveon?s sole and exclusive property, the following list details some, but not all, Gaveon-developed, Caveon Intellectual Property that will remain Caveon?s sole and exclUsive property. a. Caveon General Source Code Tools and Knowhow: All Caveon copyrights, concepts, methodologies, materials, procedures, custom programming, software, and code that have been previously-or independently developed by Caveon, or (ii) may be independently developed by Gaveon in the future. b. Caveon Data ForensicsTM Service: All current, existing, planned, in- development, and/or to-be developed data set up routines, systems, processes, software programs, system architecture, system APIs, and system documentation. All current, existing, planned, in?development, and/or to-be developed statistics and algorithms, and the systems that enable them. All current, existing, planned, in?development, and/or to-be developed processes, best practices, training, know-how, systems, procedures, methodologies, documentation, templates, software programs, system architecture, system documentation, and research and development. c. Caveon Web PatrolTM Service: All current, existing, planned, in-development, and/or to-be developed processes, best practices, training, know-how, systems, procedures, methodologies, documentation, templates, software Page 3 programs, system architecture, system documentation, and research and development. All current, planned, in-development, and/or to-be developed software systems used internally to facilitate web patrolling and web patrol reporting to clients. d. Caveon Real-Time MonitorinoTM Service: All current and existing Caveon test administration monitoring and site observation standards, practices and protocols. All current, existing, planned, in-development, and/or to-be developed processes, best practices, training, know-how, systems, procedures, methodologies, documentation, templates, software programs, system architecture, system documentation, and research and development. e. Caveon Security AuditTM Service: All current and existing Caveon Security Standards. All current, existing, planned, in-development, and/or to-be developed processes, best practices, training, know-how, systems, procedures, methodologies, documentation, templates, software programs, system architecture, system documentation, and research and development. f. Caveon Securitv Handbookm: All current, existing, planned, in-development, and/or to-be developed processes, best practices, training, know-how, systems, procedures, methodologies, documentation, templates, software programs, system architecture, system documentation, and research and development. 9. Other Caveon IP: All current, existing, planned, in-development, and/or to-be developed products, services, trainings, processes, best practices, training, know-how, systems, procedures, methodologies, documentation, templates, software programs, system architecture, system documentation, Trade Secrets, and research and development. 2.3 Source Code. Caveon will have no obligation to provide to Client any source code or any programming documentation, con?dential technical information, or proprietary software materials, tools, or utilities beyond providing the Services. However, if and to the extent any of the foregoing are provided to Client, they will be deemed Con?dential lnfon?nation of Caveon and will not be disclosed, distributed, or licensed by Client. 2.4 Trademarks. Nothing in this Agreement grants to either party the right to use any trade name, trademark, or service mark, or commercial symbol or logo of the other party except as expressly provided in this Agreement. If a party is granted a right to use such trademarks, it will do so only in strict compliance with the other party?s guidelines as provided by such other party. 3. WARRANTY, MAINTENANCE, SECURITY, AND INDEMNITY 3.1 Warranty. Caveon warrants that the Services will conform to the specifications in the SOW up to the time Client receives the final deliverables or service provided pursuant to this agreement (?Warranty Period"). Client acknowledges that Page 4 Caveon does not provide legal advice or services, and that legal advice of any nature, including the legal defensibility of Client?s use of the Services, should be sought by Client from competent legal counsel in an appropriate jurisdiction. 3.2 Maintenance and Support. During the Warranty Period, Caveon will use best efforts to provide Client all corrections and modifications necessary to solve any problems, functional errors, grammatical errors, or data input/output errors reported by users and/or Client in writing within two business days of report. After the expiration of the Warranty Period, Caveon will supply maintenance and support services on a fee basis mutually agreed to by both parties. 3.3 Export Act. Client hereby warrants and certi?es that no part of the Services provided or any related data, item, or product will be made available or exported by Client to any country in contravention of any applicable law or regulation of the United States, including the Export Administration Act of 1979 and regulations relating thereto. This Agreement and the licenses under this Agreement are Subject to all applicable united States laws and regulations. 4. TERM AND TERMINATION 4.1 Term of Agreement. The initial term of this Agreement will be from the Effective Date until the later of 12 months and the completion of any outstanding SOW ("Delivery Date") subject to automatic extension for 12 months from the effective date of any additional SOW. After such initial Term, the Term will automatically renew upon the same terms and conditions on a year-to-year basis unless terminated by either party upon written notice delivered to the other party at least 60 days before the end of the then current Term. This Agreement is subject to termination at any time in accordance with Section 4.2 below. 4.2 Breach. If a party materially breaches this Agreement and fails to cure such breach within 30 days of receipt of written notice of such breach from the other party, then the other party may terminate this Agreement. Upon any'of the following events, either party may terminate this Agreement effective immediately: the other party is deemed insolvent by a courtof law or admits its inability to pay itssdebts generally as they come due; any sheriff, marshal, custodian, trustee, or receiver is appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of the other party?s property; a case is ?led by the other party under the Bankruptcy Code or any other insolvency law; a case is ?led against the other party without such party?s application or consent under the Bankruptcy Code or any other insolvency law and such case continues undismissed for 90 days; the other party makes a general assignment for the bene?t of creditors; or the other party is dissolved or liquidated or takes any action for such purpose. Notwithstanding the forgoing, each party agrees to work in good faith to'affect a cure for any potential breach. The right to terminate will be in addition to, and will in no way limit, the other remedies, damages, and relief to which the other party may be entitled. The other party is not required to terminate this Agreement for any Page 5 uncured breach and is still entitled to its remedies, damages, and other relief for the breach. 4.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason, Client will have no further rights under this Agreement to continue to receive Services. The following will survive any expiration or termination of this Agreement: the right of Client to continue to use accepted Services subject to the payment of any accrued fees due for such Services; any provisions of this Agreement that protect either party?s intellectual property rights; (0) any provision de?ning rights upon termination and dispute resolution; and any other provisions of this Agreement that by their nature are intended or should survive any expiration or termination of this Agreement, but only to the extent that such survival is reasonable. Upon termination of this Agreement for any reason other than Caveon?s breach which remains uncured, all payments earned by Caveon through date of termination will be due and payable for Caveon?s work performed. 5. INDEMNIFICATION, DISCLAIMERS AND LIMITATIONS 5.1 Indemni?cation by Caveon. Caveon agrees to indemnify, defend, and hold harmless Client and its af?liates, and their respective directors, officers, employees, and agents (collectively, the ?Client indemnified Parties?) from and against any and all losses, liabilities, damages, awards, and expenses (including, without limitation, reasonable attorneys? fees) arising from or related to any claim, action, lawsuit, or proceeding brought or made by a third party, based directly or indirectly on: the breach or alleged breach of any representation, warranty, or obligation hereunder by Caveon; any negligence or willful misconduct by Caveon in connection with this Agreement; or the infringement, misappropriation, or other violation or alleged infringement, misappropriation, or other violation of any rights of any third party, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trade secrets, trademarks and or/licenses, or other intellectual property or proprietary rights of any third party, by Caveon in providing the Services hereunder. 5.2 Indemni?cation by Client. Client agrees to indemnify, defend ,and hold harmless Caveon and its af?liates, and their respective directors, of?cers, employees, and agents (collectively, the ?Caveon Indemnified Parties") from and against any and all losses, liabilities, damages, awards, and expenses (including, without limitation, reasonable attorneys? fees) arising from or related to any claim, action, lawsuit, or proceeding brought or made by a third party, based directly or indirectly on: the breach or alleged breach of any representation, warranty, or obligation hereunder by Client; any negligence or willful misconduct by Client in connection with this Agreement; the infringement, misappropriation, or other violation or alleged infringement, misappropriation, or other violation of any rights of any third party, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trade secrets, trademarks and or/licenses, or other intellectual property or proprietary rights of any third party, by Client or the content of any creative work product or other material that Client provided hereunder; or arising from representations or warranties Page 6 regarding testing services made by Client beyond those warranties provided by Caveon in this Agreement with regard to the Services provided. 5.3 Nature of Indemni?cation. The indemnifying party hereunder (the ?Indemnifying Party") will defend the indemni?ed party hereunder (the ?Indemnified Party?) against all claims described above and will pay for the cost of such defense, including reasonable attorneys? fees. The Indemnifying Party will pay all monetary judgments, costs, and attomeys? fees awarded to any third party for such claims. The Indemnifying Party will pay any payments made to settle any such claims, provided the settlement is approved in writing by the Indemni?ed Party. 5.4 Indemni?cation Requirements. The Indemnified Party must inform the Indemnifying Party in writing of any claims described above within 60 days of receipt of notice of such claim or allegation of such claim; provided, however, that failure to give such notice within such 60-day period will not invalidate the indemnity obligations contemplated by this Section except to the extent that the Indemnifying Party has been prejudiced by the failure or delay to give such notice. The Indemni?ed Party must give the Indemnifying Party the right to control the defense and settlement of- the claim and any lawsuit or arbitration based thereon. The Indemni?ed Party. must reasonably- cooperate with the Indemnifying Party in the defense and settlement of such claim and such lawsuit or arbitration. The Indemni?ed Party will have the right at its own cost and expense to participate in the defense of any such claim through counsel of its own choosing who will serve as co-counsel-with counsel designated by the Indemnifying Party. Such right will not negate the Indemnifying Party?s right to control the defense and settlement of the claim; provided, however, the Indemnifying Party will not settle any claim without the prior written consent of the Indemni?ed Party (which consent will not be unreasonably withheld or delayed) if and to the extent the settlement requires the lndemnifiedParty to agree to restrictions or obligations other than to cease use, distribution, and copying or other infringement of intellectual property. 5.5 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION TO THE OTHER PARTY. ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND EXCLUDED. 5.6 Limitation on Liability. EXCEPT FOR THE RIGHTS OF INDEMNITY EXPRESSLY SET FORTH HEREIN, IN NO EVENT WILL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION - E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE, ANDIOR OTHERWISE) EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO CAVEON UNDER THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR BUSINESS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Page 7 6. CONFIDENTIAL INFORMATION 6.1 Con?dential Information. Each party may, from time to time, disclose or make available to the other party (the ?Receiving Party?) non-public confidential and/or proprietary data, information, materials and Trade Secrets, in any format belonging to the disclosing party (?Disclosing Party?), or to a third party that disclosed such information to the Disclosing Party in confidence, which the Receiving Party knows, or reasonably should know, would be considered confidential by the Disclosing Party. ?Trade Secret? shall have the meaning ascribed to that term in the Uniform Trade Secrets Act. ?Confidential Information? means all information, documentation, materials, technology, intellectual property, and business and marketing plans and data belonging to a Disclosing Party, or to any third party who disclosed such information to the Disclosing Party in con?dence, and which the Disclosing Party makes available to the Receiving Party in oral, written, electronic, or other format which is identi?ed at the time of disclosure as con?dential or at any time within 30 days of disclosure, or which the Receiving Party knows, or reasonably should know, would likely be considered con?dential by the Disclosing Party, including, but not limited to, information relating or pertaining to the Disclosing Party?s business, projects, products, customers, trade secrets, business and marketing plans, financial information, or unpublished know-how, whether patented or un-patented, and/or a third party?s secure examination or assessment content and/or Personal Information, as defined below. 6.2 Obligation of Con?dentiality. The Receiving Party will keep and maintain in con?dence all Trade Secrets and Confidential Information of the Disclosing Party. Without limiting the foregoing, the Receiving Party will take all precautions that it employs to protect its own Trade Secrets and Confidential Information but in no event use less than reasonable care to prevent the unauthorized disclosure of any part of the Disclosing Party?s Trade Secrets or Confidential Information. The Receiving Party will not copy or use the Disclosing Party?s Trade Secrets or Confidential Information, in whole or in part, except as required to perform pursuant to this Agreement; limit the use and circulation of the Disclosing Party?s Trade Secrets and Confidential Information within its organization; disclose the Disclosing Party?s Trade Secrets and Confidential Information only to employees of the Receiving Party that need to know such information to effectively perform pursuant to this Agreement; and disclose the Disclosing Party?s Trade Secrets and Confidential Information only to its independent contractors which have a written agreement in effect with the Receiving Party that provides for an assignment of inventions and rights in work product and the protection of the Trade Secrets, Confidential Information and proprietary information of the Receiving Party and any third parties in a manner consistent with the requirements hereof, and only to the extent necessary to perform in accordance with this Agreement. Each party will be responsible to the other party hereunder for any unauthorized disclosure or other breach of this Agreement by its employees, agents, independent contractors and subcontractors. The Receiving Party shall notify the Disclosing Party via telephone and email within one business day ofdiscovering that a Trade Secret or Confidential Information of the Receiving Party was disclosed in violation of these terms. Page 8 6.3 Con?dentiality of Personal Information. ?Personal Information" shall mean any of the following types of information, when identified to, or combined with, the name or other identifying information of an individual: (A) Any unique identi?cation number or label used by a federal, state or local government agency to identify or attest to an individual?s personal identity, such as a Social Security Number or a Driver?s License Number; (B) Payment Card Information, including Credit Card and Debit Card Numbers; (C) Financial Account Numbers; (D) Personal Financial lnforrnation; (E) Health Information (including, but not limited to, mental health information); (F) Student Educational Records (including, but not limited to, test scores). Protection of Personal Information. Caveon will comply with the relevant requirements of the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. 12329) and any corresponding applicable state statutes regarding the con?dentiality of student ?education records? as de?ned in FERPA, the the extent Personal Information is disclosed?to Caveon in relation to services provided to Client under this Agreement. To protect the con?dentiality of student records, Caveon will limit access to student records to those employees, contractors and subcontractors who reasonably need access to them in order to perform their-responsibilities. Caveon further agrees to require all employees, contractors and subcontractors to sign a written agreement to abide by all terms set forth in this Section of the Agreement. With respect to all Personal Information collected, handled, stored, transmitted or otherwise processed by Caveon in connection with this Agreement, Caveon represents that it has the capability to, and agrees to: (A) Maintain appropriate security measures to protect such Personal Information; (B) Use the Personal Information solely as required to perform its obligations under this Agreement; (C)Adhere to the standards and requirements of all applicable laws and regulations and (ii) Louisiana Act No. 837, governing the privacy and protection of the personal information of students in K-12 schools. (ii) Security Breach. In the event that Caveon becomes aware that there may have been a breach of the security of Personal Information collected, handled, transmitted or otherwise processed by Caveon under this Agreement, Caveon shall notify the Client contact identified in Paragraph 7.3 below by telephone, overnight carrier and via email. Caveon shall provide full and timely cooperation, assistance and information to Client in the investigation of any such actual or potential breach of security, as well as in the provision of any required notifications. As requested by Client, in the event of a security breach occurred in connection with Client?s collection, handling, storage, transmission or processing of Personal Information under this Agreement, Caveon shall prepare and provide, as requested by Client, security breach noti?cations in a form approved by Client, with an offer of at least one (1) year?s credit monitoring coverage by a vendor Page 9 approved by Client, and paid for by Caveon, to each data subject that may be affected by such security breach. Client, or a third party auditor engaged by Client, shall have the right, upon reasonable notice and its own expense, to audit Subcontractor?s adherence to the provisions of this Section concerning Personal Information. 6.4 Survival. With respect to Personal Information, trade secrets and other intellectual property rights, the obligations set forth in this Section will commence on the Effective Date and continue for so long as such trade secrets and intellectual property rights retain their protected status under applicable law. With respect to all other Con?dential Information, the obligations set forth in this Section will commence on the Effective Date and continue for a period of five years after expiration or termination of this Agreement. 6.5 Exclusions. The obligations set forth in this Section will not, however, apply to data, information or materials that: is generally known and available to the public, except where such knowledge or availability is the result of unauthorized disclosure by the Receiving Party; is already in the Receiving Party's possession without an obligation of con?dentiality prior to disclosure in connection with this Agreement; is rightfully disclosed to the Receiving Party without a similar restriction by a third party who has the right to make such disclosure; or is independently developed by the Receiving Party and not derived from the Confidential Information. 6.6 Other Disclosures. The Receiving Party may, without breach of this Agreement, disclose Con?dential lnforrnation of the Disclosing Party to the government as a result of an order entered by a court of competent jurisdiction or in response to a lawful subpoena or request for information from a party to litigation or by an agency of the United States or any US. state government. However, the Receiving Party will make no disclosure pursuant to this provision without giving prior written notice to the Disclosing Party of the governmental requirement or court order so that the Disclosing Party has a reasonable opportunity to obtain a protective order from a court of law. 6.7 Injunctive Relief. The parties acknowledge and agree that the breach of the terms of this Section may cause irreparable injury to the non-breaching party that is inadequately compensable in monetary damages. In addition to any other remedies in law or equity, the non?breaching party may seek injunctive relief for the breach or threatened breach of this Section. 7. GENERAL PROVISIONS 7.1 Force Majeure. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the Page 10 affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event. 7.2 Relationship of Parties. Neither party to this Agreement is or will be construed as the partner, joint venturer, agent, or representative of the other party. Client is an independent Client and there is no employment relationship between the parties. Neither party has the authority to make any representations or warranties or incur any obligations or liabilities on behalf of the other party. 7.3 Notice and Payment. Notices and other communications provided for herein will be in writing and will be delivered by a reliable pre?paid overnight carrier FedEx, UPS, or USPS), with written proof of delivery, and sent byielectronic means, to the addresses listed below or the Party?s current business address. Whenever any notice is required to be given hereunder, such notice will be deemed given and such requirement satis?ed only when such notice is delivered or, if sent by electronic means, When received. Addresses may be changed upon notice of such change given as provided in this section. Notice to Caveon should be delivered to: Marc J. Weinstein, Vice President, Investigative Services Caveon, LLC 6905 South 1300 East, #468 Midvale, UT 84047 marc.weinstein@caveon.com 21 5-847-3319 Notice to the Client should be addressed and sent to: 7.4 Survival. All representations and agreements of the parties contained in this Agreement or in any document or certificate delivered by the parties pursuant hereto or in connection herewith will survive the execution and delivery of the Agreement and the expiration or other termination hereof. 7.5 Severability. Any provision of this Agreement which is prohibited or unenforceable in anyjurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. To the extent permitted by applicable law, the parties hereby waive any provision of law that prohibits or renders unenforceable provisions hereof in any respect. Page 11 7.6 Successors. All of the terms, covenants, representations, warranties and conditions set forth in this Agreement will be binding upon and inure to the bene?t of and be enforceable by the parties hereto and their respective successors, assigns and legal representatives. 7.7 Amendment and Waiver. This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by or on behalf of the waiving party. The waiver by any party at anytime or times to require performance under any provision hereof will in no manner effect such party?s right at a later time to enforce the same provision or provisions. 7.8 Integrated Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof, and the provisions of this Agreement are binding upon and will inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns. 7.9 Headings. Section and other headings contained in this Agreement are for convenience of reference only and will not effect in any way the meaning or interpretation of this Agreement. 7.10 Assignment. Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Caveon. Caveon reserves the right to assign Client as needed to provide Services under Caveon?s director to ensure completion of the Services. 7.11 Read and Understood. Each Party acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult with legal counsel of its choosing to consider the terms hereof, and, after due consideration and the opportunity to consult with counsel, agrees to be bound by its terms and conditions. 7.12 Authorized Representative. Upon execution by the Parties, each Party warrants that their representative whose signature appears on such signature pages is the duly authorized by all necessary and appropriate corporate actions to execute this Agreement. 7.13 Dispute Resolution. In the event of any dispute (each, a ?Dispute") between the parties in connection with the performance of this Agreement, the responsible primary contact representing each party will negotiate in good faith to attempt to resolve such Dispute. If such primary contacts do not resolve the Dispute within 30 days from the commencement of such discussions, then senior executives designated by each party will meet and attempt in good faith to reach resolution. Such senior executives will have at least 15 days from the expiration of the previous 30-day period to resolve the Page 12 Dispute. The parties must complete the foregoing dispute resolution process before serving written notice on the other party alleging a material breach of this Agreement, provided however, the parties acknowledge and agree that not every Dispute will rise to the level of a material breach. 7.14 Jurisdiction and Forum Selection. Any controversy, claim or dispute among the parties hereto arising out of or related to this Agreement or the breach hereto, which cannot be settled amicably by the parties, will be brought in the State of Utah. The parties consent to the exclusive jurisdiction of an appropriate court within the State of Utah, to hear and decide any controversy, claim, or dispute hereunder. The prevailing party in any legal action will be entitled to recover its reasonable attorney?s fees and costs, as determined by the trial court. 7.15 Construction. This Agreement represents the wording selected by the parties to de?ne their agreement and no rule of strict construction will apply against either party. Whenever the context reasonably permits, the singular will include the plural, the plural will include the singular, and the whole will include any part thereof. if any provision of this Agreement in held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired or invalidated in any way. 7.16 Waiver. Any waiver of, or promise not to enforce, any right under this Agreement will not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. 7.17 Execution. This Agreement may be executed in any number of duplicate counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. The persons signing below represent that they are duly authorized to execute this Agreement for and on behalf of the party for whom they are Signing. The Parties hereto have caused this Agreement to be duly executed as of the date indicated to be deemed effective as of the Effective Date. Dated: Dated: April 7, 2015 ?Client? ?Caveon? Marc J. Weinstein, Vice President Name and Title Name and Title Page 13 Exhibit Statement of Work Dated: (?Effective Date?) This Statement of Work is deemed attached to and incorporated as a part of the Test Security Services Agreement entered into by and between the following Parties: ?Caveon?: Caveon, LLC, 6905 South 1300 East #468 Salt Lake City, Utah 84047 ?Client?: Orleans Parish School Board 3520 General DeGaulle Drive, Suite 5055 New Orleans, LA 70114 If there is a con?ict between the terms of the Agreement and this SOW, the terms of this SOW will control. The ?gures and dates presented below form the of?cial SOW to be performed. 1. Caveon Services Real Time Test Administration Monitoring/Observation Service CIS will conduct on-site, real time test security monitoring of state educational assessment administrations required by the Louisiana Department of Education during Spring 2016 at a number of mutually-agreed upon schools operated by or under the authority of the Orleans Parish School Board and identified below. Caveon?s real-time monitoring service for each school is a one-day event that includes two (2) Caveon-trained monitors who will monitor test administrations at the school from the start of the school day until the completion of regular test administrations for the day (monitoring does not include make-up testing following regular sessions or complete coverage of extended-time accommodated testing). In no event shall Caveon monitors remain on-site at a school later than 2:00 pm. CDT each day. Caveon test security monitors will ensure that each school and all school staff and administrators participating in the assessment process strictly comply with all applicable assessment policies and procedures reauired by the Louisiana Department of Education Caveon will utilize monitoring and observation tools, checklists and protocols developed in collaboration with the Louisiana Department of Education to ensure careful, consistent monitoring of state assessment administrations. Caveon test security monitors will document all observed deviations from assessment policies and procedures using checklists and narrative descriptions of all signficiant deviations from policies observed during monitoring. II. Reports and Deliverables Two Caveon-trained test security monitors will conduct test administration monitoring for each school for one day as described above. Caveon will produce a copy of each monitor?s completed monitoring checklist, with narrative descriptions of observed deviations from assessment policies, as well as a one page summary report indicating the school's compliance with broad security poicy categories and identifying any particular aspects of the process that require futher investigation. The checklist and report will be delivered within a period of twenty-one (21) days following the completion of each monitoring event described in the deliverable table below. Pricing This section details pricing and deadlines for all deliverables: ?ziz?zi; Caveon ?will utilize the above desoribed methods to conduct one day (as defined above) of real-time monitoring of Louisiana state summative assessment administrations for Grade Levels 3-8 at each of the following four (4) schools $4,000 per $16,000 during during the week of April 25, 2016: school for each day of 1. Einstein Charter School, 5316 Michoud Blvd, New real-time Orleans, LA 70126 monitoring at 2. Robert Russa Moton Charter School, 4040 Eagle each school, Street, New Orleans, LA 70118 report 3. Eleanor McMain Secondary School (grades 7-8 incIuded_ only), 5712 S. Claiborne Ave, New Orleans, LA 70125 4. Edward Hynes Charter School, 990 Harrison Avenue, New Orleans, LA 70124 Within twenty-one (21) days of completing each monitoring event described above, Caveon will deliver the monitoring report to OPSB Schools. rum lj: .27 Caveon will utilize the above described methods to conduct one day (as defined above) of real-time monitoring of Louisiana state End Of Course assessment administrations at the following four (4) high schools during the month of May, 2016. $4,000 per $16,0000 1. Eleanor McMain Secondary School, 5712 S. schoo for Claiborne, New Orleans, LA 70125 each day of 2. McDonogh #35 HS, 4000 Cadillac St, New Orleans, reaHime LA 70122 monitoring at 3. Warren Easton Charter HS, 3019 Canal St, New each school, Orleans, LA 70119 report 4. New Orleans Charter Science Mathematics HS, induded 5625 Loyola Ave, New Orleans, LA 70115 Within twenty-one (21) days of completing the second and final monitoring event described above, Caveon will deliver the monitoring report to OPSB Schools. TOTAL $32,000 IV. Payment Terms The following payment terms apply: $15,000 Upon execution of contract April 7, 2016 $10,000 Upon completion of monitoring at April 29, 2016 all PK-8 Schools $7,000 Upon delivery of all monitoring June 16, 2016 reports for all schools $32,000 TOTAL PROJECT AMOUNT V. Signatures Agreed and Accepted: Dated: Dated: April 7' 2016 ?Client? "Caveon" . SigiiziiurvexJ Si atur Marc J. Weinstein, Vice President, Investigative Services Name and Title Name and Title