Technical Services Agreement

                            TECHNICAL SERVICES AGREEMENT

THIS TECHNICAL SERVICES AGREEMENT (“Agreement”) made this 1 st day of January
2023, by and between Georgia State University (“GSU”), and DeKalb County School District with
a principal place of business at 1701 Mountain Industrial Blvd., Stone Mountain, GA 30083
(hereinafter “Sponsor”).

                                            RECITAL

WHEREAS, Sponsor desires to fund a technical services agreement to be performed at GSU under
the supervision of Tamika LaSalle (“Principal Investigator”)

WHEREAS, This agreement is funded by US Department of Education Award Number
S184H220135; and

WHEREAS, The technical services is of mutual interest and benefit to the GSU and Sponsor and
will further the instructional, research and public service objectives of GSU in a manner consistent
with its status as an educational institution.

NOW THEREFORE, in consideration of the mutual covenants and promises herein, GSU and
Sponsor agree as follows:

1.     Technical services

       a. GSU will perform the technical services described in Attachment A – Scope of Work
          (the “Project”).

       b. GSU will use its own facilities and its reasonable efforts to conduct the Project.

       c. The manner of performance of the Project shall be determined solely by the Principal
          Investigator. GSU does not guarantee specific results.

       d. In the event that the Principal Investigator becomes unable or unwilling to continue the
          Project, and a mutually acceptable substitute is not available, Sponsor may terminate
          this Agreement upon sixty (60) days prior written notice to GSU.

       e. Sponsor understands that GSU may be involved in similar research through other
          researchers on behalf of itself and others. GSU shall be free to continue such research
          provided that it is conducted separately and by different investigators from the Project,
          and Sponsor shall not gain any rights via this Agreement to other research.

       f. GSU does not guarantee that any intellectual property will result from the Project or
          that any resulting intellectual property will be free of dominance by others’ rights.

2.     Compensation
     a. In consideration of the services performed pursuant to this Agreement, Sponsor shall
        make equal fixed quarterly payments in the amount of $55,022.00 on March 31, 2023,
        June 30, 2023 and September 30, 2023 and December 31, 2023 that equal a total
        amount of Two Hundred Twenty Thousand Eighty-Eight ($220,088.00) dollars in
        accordance with Attachment B – Budget. Payments should be sent to the following
        address.

                    Georgia State University Research Foundation, Inc.
                    P.O. Box 3999
                    Atlanta, Georgia 30302-3999
     b. GSU will invoice Sponsor on quarterly basis. Sponsor shall pay invoices within thirty
        (30) days from the date of the invoice.
     c. GSU shall be allowed to re-budget funds without prior written approval from Sponsor
        so long as such re-budgeting does not result in a modification to the Project and/or a
        change in the payments under this Agreement.
     d. GSU shall retain title to all equipment purchased and/or fabricated by it with funds
        provided by Sponsor under this Agreement.

     e. The agreement is cost reimbursable.

     f. Automatic carryforward is allowed.

     g. GSU commits $93,440.00 in cost share as set forth in Attachment B.

3.   Publicity. Sponsor shall not use the name of Georgia State University, the Board of
     Regents of the University System of Georgia, or any person performing the Project, in
     any publicity, advertising, or news release without the prior written approval of an
     authorized representative of GSU. GSU shall not use the name of Sponsor or any
     employee of Sponsor in any publicity, advertising, or news release, without the prior
     written approval of Sponsor.

4.   Reports and Conferences. During the time period during which the Project is being
     performed, GSU agrees to make representatives of the persons performing the Project
     available to meet with representatives of Sponsor at times and places mutually agreed
     upon to discuss the Project. GSU agrees to have a final written report of the Project
     submitted to Sponsor no later than forty-five (45) days after the earlier of the termination
     of this Agreement or the completion of the Project.

5.   Publication and Academic Rights.

     a. Sponsor recognizes that the results of the Project may be publishable and agrees that
        the Principal Investigator and other persons performing the Project shall be permitted
        to present at symposia and professional meetings and to publish in journals, theses,
        or dissertations, or otherwise of their own choosing. In order that Sponsor may (i)
        assess the patentability of any invention described in the material, and (ii) review the
        material for Confidential Information provided by the Sponsor, GSU will submit any
        proposed publication or presentation materials to Sponsor for review and comment at
        least thirty (30) days prior to planned submission of such proposed publication or
        presentation. Sponsor will notify GSU within thirty (30) days of receipt of such materials
        whether they describe any inventions or discoveries subject to the parties’ rights under
        Sections 7 and 8. GSU shall have the final authority to determine the scope and content of
        any publications.

     b. The Principal Investigator and other persons performing the Project may discuss the
        Project with other individuals for scientific or research purposes but shall not reveal
        Sponsor’s Confidential Information (as defined in Section 6). If any joint inventions
        result from such discussion, GSU shall grant Sponsor the rights set forth in Sections
        7 and 8, to the extent they are not in conflict with obligations to another party as a
        result of the involvement of the other investigator(s). In this latter case, GSU shall,
        in good faith, exercise reasonable efforts to enable Sponsor to obtain rights to the
        joint invention.

     c. Sponsor agrees to follow GSU policies concerning publication of research results.
        Sponsor also agrees to provide GSU an opportunity to comment in advance of
        publication, and to include reference to GSU as a research location in any publication.

6.   Confidential Information. The parties may wish to disclose confidential information to
     each other in connection with work contemplated by this Agreement (“Confidential
     Information”) which shall be in writing and marked “Confidential.” If Confidential
     Information is disclosed orally, it must be identified as confidential at the time of
     disclosure, and shall thereafter be reduced to writing within thirty (30) days, and clearly
     marked as “Confidential.” To the extent permitted by law, each party will use reasonable
     efforts to prevent the disclosure of the other party’s Confidential Information to third
     parties for a period of three (3) years from receipt, provided that the recipient party’s
     obligation shall not apply to information that:

           i.   is already in the recipient party’s possession at the time of disclosure;
          ii.   is or later becomes part of the public domain through no fault of the
                recipient party;
         iii.   is received from a third party having no obligation of confidentiality to
                the disclosing party;
          iv.   is independently developed by the recipient party; or
           v.   is required by law or regulation to be disclosed.

     In the event that information is required to be disclosed pursuant to subsection (v), the
     party required to make disclosure shall notify the other to allow the party to assert
     whatever exclusions or exemptions may be available to it under such law or regulation.

7.   Patents and Copyrights.

     a. All right and title to inventions, improvements and/or discoveries, whether or not
        patentable, relating to Project (collectively “Project Inventions”) made solely by
        employees of Sponsor shall belong to Sponsor (“Sponsor Project Inventions”). Such
        Inventions shall not be subject to the terms and conditions of this Agreement.

     b. All right and title to Inventions related to the Project made solely by one or more
        employees of GSU (“Institution Project Inventions”) shall belong to GSU.

     c. All right and title to Inventions related to the Project made jointly by one or more
        employees of the GSU and Sponsor (“Joint Project Inventions”) shall be owned
        jointly between GSU and Sponsor.

     d. GSU will notify Sponsor of any Institution Project Inventions and of any Joint Project
        Inventions promptly after disclosure of such Project Inventions by GSU
        researcher(s). Sponsor shall notify GSU of any Joint Project Inventions promptly
        after the disclosure of such Joint Project Inventions by Sponsor’s researchers.
        Sponsor shall notify GSU within thirty (30) days of receipt of disclosure whether it
        desires that GSU file a patent application with regard to the Project Invention. If
        Sponsor directs that a patent application be filed, GSU shall promptly prepare, file,
        and prosecute such U.S. and/or foreign applications in GSU's name or in the names
        of the parties jointly, as the case may be. Sponsor shall bear all costs incurred in
        connection with such preparation, filing, prosecution, and maintenance of U.S.
        and/or foreign application(s) directed to such Project Inventions. Sponsor shall
        cooperate with GSU to assure that such application(s) will cover, to the best of
        Sponsor's knowledge, all items of commercial interest and importance. While GSU
        shall be responsible for making decisions regarding scope and content of
        application(s) to be filed and prosecution thereof, GSU shall keep Sponsor advised
        as to all developments with respect to such application(s) and shall promptly supply
        to Sponsor copies of all papers received and filed in connection with the prosecution
        thereof in sufficient time for Sponsor to comment. If Sponsor does not desire that a
        patent application be filed, then the rights to such invention shall be disposed of in
        accordance with GSU policies with no further obligation in Sponsor.

     e. If Sponsor has not directed that a patent application be filed, or elects not to exercise
        its option in Section 8, or fails to timely reimburse for the costs of the patent filing
        or prosecution or for the costs of maintaining the patent, then the rights to such
        invention shall be disposed of in accordance with GSU policies (including filing,
        prosecuting and/or maintaining any such application(s) and/or patent(s) in the U.S.
        and in any foreign country) with no further obligation in Sponsor.

     f. GSU investigators own copyright in their scholarly works. Scholarly works resulting
        from the Project are not subject to the terms of this Section.

8.   Grant of Rights. GSU grants Sponsor a first option to negotiate a license to Project
     Inventions within Sponsor’s business field of use which shall be either (a) non-exclusive
     and royalty free or (b) exclusive and royalty-bearing and with a right to sublicense;
     provided that, as to option (b), Sponsor has paid GSU the full costs of the Project, both
     direct and indirect, and has made timely reimbursement for patent costs. The option shall
      extend for a time period of one hundred and eighty (180) days from the date of expiration
      or termination of the Agreement, except that in the event of termination for breach or
      default by Sponsor, no option is hereby granted. If no option is exercised by Sponsor
      within this time, GSU is free to independently pursue such protection and license arrangements
      without further obligation to Sponsor. This Agreement does not convey any rights to Sponsor of
      other GSU technology, including background intellectual property.

9.    Liability. To the extent allowed by law the Sponsor agrees to indemnify and hold
      harmless, GSU, the Board of Regents of the University System of Georgia, the Principal
      Investigator and others involved in the Project from any liability, loss or damage that
      may be suffered as a result of claims, demands, costs or judgments against them arising
      out of the activities to be carried out pursuant to the obligations of this Agreement,
      including but not limited to the use by Sponsor of the results obtained from the activities
      performed by GSU under this Agreement.

10.   Reserved

11.   Reserved

12.   Independent Contractor. For the purposes of this Agreement and all services to be
      provided hereunder, the parties shall be, and shall be deemed to be, independent
      contractors and not agents or employees of the other party. Neither party shall have
      authority to make any statements, representations, or commitments of any kind or to take
      any action which shall be binding on the other party, except as may be expressly provided
      herein or authorized in writing.

13.   Term and Termination.

      a.      The term of this Agreement shall commence on January 1, 2023 and terminate
              on December 31, 2023. This Agreement may be renewed under mutually
              agreeable terms and conditions which are agreed to in writing by both parties.

      b.      Either party may terminate this Agreement for any reason upon ninety (90) days
              prior written notice to the other.

      c.      In the event that either party shall be in default of its material obligations under
              this Agreement and shall fail to remedy such default within sixty (60) days after
              receipt of written notice thereof, this Agreement shall terminate upon expiration
              of the sixty (60) day period.

      d.      Termination or cancellation of this Agreement shall not affect the rights and
              obligations of the parties accrued prior to termination. Upon termination,
              Sponsor shall pay GSU for all services properly rendered, monies properly
              expended, and non-cancelable commitments by the GSU through the date of
              termination.

      e.      Any provisions of this Agreement which by their nature extend beyond
             termination shall survive such termination. If human subjects are involved and
             this Agreement is terminated before completion of the Project, GSU shall cease
             enrolling Project subjects immediately (or, in the case of termination by the
             Sponsor, as soon as GSU
             has been notified of such termination), and shall cease conducting the activities
             set out in the approved GSU Institutional Review Board protocol to the extent
             that doing so is permissible and appropriate. Sponsor and GSU shall negotiate in
             good faith on the subsequent treatment or transfer of the Project subjects.

14.   Notice. Any notice required by this Agreement shall be given by registered or certified
      mail, return receipt requested, addressed in the case of GSU to:

                     Georgia State University
                     Attn: University Research Services and Administration
                     P. O. Box 3999
                     Atlanta, Georgia 30302-3999

                     With copy to:

                     Georgia State University
                     Office of Legal Affairs
                     Attn: University Counsel
                     P.O. Box 3987
                     Atlanta, GA 30302-3987

      Notices given by courier or other express service shall be addressed in the case of
      GSURF to:
                     Georgia State University
                     Attn: University Research Services & Administration
                     58 Edgewood Ave. SE, 3rd Floor
                     Atlanta, Georgia 30303

             With copy to:

                     Georgia State University
                     Office of Legal Affairs
                     Attn: University Counsel
                     10 Park Place South, Suite 510
                     Atlanta, GA 30303

         or in the case of Sponsor to:

                     Contact
                     Name: Dr. Vasanne Tinsley, Interim Superintendent
                     Address: 1701 Mountain Industrial Boulevard, Stone Mountain, GA 30083
                     Email: vasanne_s_tinsley@dekalbschoolsga.org


      or at such other addresses as may be given from time to time in accordance with the terms
      of this notice provision.
15.   Results of Project. GSU will conduct the Project in accordance with generally-accepted
      professional standards of workmanship and effort at a quality comparable to research
      performed at major public and private research universities within the United States.
      Sponsor understands that all research is experimental in nature and that the outcome of
      the Project is inherently uncertain and unpredictable. Sponsor agrees and acknowledges
      that GSU has not made and does not make any representation, guarantee or warranty,
      express or implied, regarding the results of the Project. GSU MAKES NO
      WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND
      HEREBY DISCLAIMS ALL SUCH WARRANTIES AS TO ANY MATTER
      WHATSOEVER INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH
      RESPECT TO: (i) THE PROJECT AND ANY RESULTS OF THE PROJECT; (ii)
      DATA, REPORTS, INFORMATION OR RESEARCH PROVIDED BY EITHER GSU
      OR SPONSOR; AND (iii) ANY INVENTION OR PRODUCT, OR OWNERSHIP
      THEREOF, WHETHER TANGIBLE OR INTANGIBLE, TESTED, CONCEIVED,
      DISCOVERED, OR DEVELOPED IN THE PROJECT OR IN CONNECTION WITH
      CONDUCTING THE PROJECT UNDER THIS AGREEMENT.

16.   Export Controls.

      a. Each party acknowledges that any information or materials provided by the other
         under this Agreement may be subject to U.S. export control laws and regulations,
         including the International Traffic in Arms Regulations (“ITAR”, 22 CFR Chapter 1,
         Subchapter M, Parts 120-130), Export Administration Regulations (“EAR”, 15 CFR
         Chapter VII, Subchapter C, Parts 730-774), and Assistance to Foreign Atomic Energy
         Activities (10 CFR Part 810); each party agrees to comply with all such laws.

      b. Sponsor acknowledges that GSU is an institution of higher education and has many
         students, faculty, staff, and visitors who are foreign persons, and that GSU intends
         to conduct the Project as fundamental research under the export control regulations,
         such that the results generated by GSU qualify as “public domain” under ITAR Parts
         120.10(a)(5) and 120.11 or “publicly available” under EAR Parts 734.3 (b)(3) and
         734.8(a and b). Sponsor will not knowingly disclose, and will use commercially
         reasonable efforts to prevent disclosure to GSURF or GSU of any information (i)
         subject to ITAR controls, (ii) in the Commerce Control List of the EAR, or (iii)
         in
         Restricted Data or Sensitive Nuclear Technology as set forth in 10 CFR Part 810. If
         for the purposes of the Project Sponsor intends to disclose export-controlled
         information to GSURF or GSU, Sponsor will not disclose such information to
         GSURF or GSU unless and until a plan for transfer, use, dissemination and control
         of the information has been approved by GSU’s Export Control Officer.
      c. In the event Sponsor inadvertently discloses export-controlled information or
         breaches this Section, any deadlines contemplated by Attachment A will be adjusted
         based on the time it takes to address the disclosure.

      d. All notices from Sponsor provided pursuant to this Section shall be given by
         registered or certified mail, return receipt requested, addressed to:

             Georgia State University
             Office of Legal Affairs
             Attention: Export Control Officer
             P.O. Box 3987
             10 Park Place South, Suite 510
             Atlanta, GA 30302-3987

17.   Miscellaneous.

      a.     This Agreement may not be assigned by either party without the prior written
             consent of the other party.

      b.     If any provision of this Agreement is held to be unenforceable for any reason,
             that unenforceability shall not affect the enforceability of any other provision of
             this Agreement, and the Parties shall negotiate in good faith to substitute an
             enforceable provision with similar terms.

      c.     This Agreement may be executed in two (2) or more counterparts, each of which
             is deemed an original, but all of which together constitutes one instrument.

      d.     The Section and Article headings in this Agreement are for reference only, and
             shall not affect the interpretation or meaning of any provision of this Agreement.

      e.     Unless otherwise specified, this Agreement and its Attachments embody the
             entire understanding between GSU and Sponsor with respect to the Project, and
             any prior or contemporaneous representations, either oral or written, are hereby
             superseded. No amendments or changes to this Agreement, including, without
             limitation, changes to the scope of the Project, period of performance or budget,
             shall be effective unless made in writing and signed by authorized representatives
             of the parties.

      f.     This Agreement shall be governed by, construed, and enforced in accordance
             with the laws of the State of Georgia.
 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
 authorized representatives.


 Georgia State University                       DeKalb County School District




 Signature                                      Signature

Comfort Reeves-Brownell
 Printed Name                                   Printed Name

Assistant Vice President of Research
 Title                                          Title


 Date                                           Date
                              Attachment A – Scope of Work

                                 Dekalb Recruit, Train, Retain Grant


                                     Georgia State University
                                         Scope of Work


 Dr. Tamika La Salle with Georgia State University will implement the project as defined within
 the grant application through the following tasks:

    1. Coordinate GSU recruitment and training opportunities including course instruction and
       applied practice supervision
    2. Attend monthly and semi-annual planning meeting with grant leaders
    3. Collect GSU data on outcome measures
    4. Coordinate ongoing analysis of outcome measures across all grant years

Dr. Catherine Perkins with Georgia State University will implement the project as defined within
the grant application through the following tasks:

   1. Coordinate GSU recruitment activities including applicant interview and selection.
   2. Conduct training activities including course instruction and internship supervision.
   3. Attend monthly and semi-annual planning meeting with grant leaders
   4. Collect GSU data on outcome measures
   5. Participate in ongoing analysis of outcome measures across all grant years with goal of
      continuous improvement of the project
   6. Coordinate retention efforts of students in the program, including annual needs survey
   7. Co-supervise work of GRAs in the CRSS
Attachment B – Budget