Agenda Item
b. District-Wide Employee Engagement Services with Gallup Inc. (Not to exceed $ 140,025)
Summary: Presented by: Ms. Tasha Davis-Mills, Chief Human Resources Officer, Division of Human Resources
Request: It is requested that the Board of Education approve the continuance of the professional services contract with Gallup, Inc. for district-wide employee engagement services for a cost not to exceed $140,025 for each annual renewal.
Details: DCSD entrusted the services of Gallup, Inc. for the last four years to measure the level of engagement through the Q12 Employee Engagement Survey. Gallup has studied over 2.7 million workers across 100,000+ employers. Through rigorous research, they identified 12 actionable workplace elements -- the Q12 -- that offer proven links to performance outcomes.
Gallup, Inc. has proven through reputation, collaboration and concentrated services, their ability to support and measure the District’s culture and climate in an effort to improve engagement and retention. The information gathered allows employees an opportunity to share moral, social, professional, organizational and structural opinions about their direct work environments and the District as a whole. The analytical tools provided thus far as a result of the surveys prove to guide a clear path for improvement. Data presented from the survey is addressed by leadership teams and used in the formation of a site level retention plan.
Financial impact: Budgeted expense not to exceed $140,025.00, Charge code:100.2300.530000.7400.9990.8010.060.0000
Contact: Ms. Tasha Davis-Mills, Chief Human Resources Officer, Division of Human Resources, 678.676.1200
August 18, 2025
Building a Culture of Employee Engagement and
Strengths at DeKalb County School District
Submitted to: Submitted by:
Superintendent Horton Janet Gibbon
Director of Strategic Partnerships
DeKalb County School District Gallup, Inc.
1701 Mountain Industrial Blvd 901 F St NW
Stone Mountain, GA, 30083 Washington, DC 20004
United States United States
t 404-267-7731
Janet_Gibbon@gallup.com
Scope of Services
This Scope of Services (the “Services”) is between Gallup, Inc. (“Gallup”) and DeKalb County School District (“Client”)
entered into on 7/25/2025 (“Effective Date”).
Modifications to the services shall require a written change order. Such change order shall set forth in detail the changes,
including, but not limited to, price and timeline adjustments required to modify the services. Under no circumstances shall
any change order be effective until executed by an authorized representative of each party.
This Scope of Services together with the General Business Terms attached hereto, constitutes the entire agreement
between Gallup and Client and supersedes all other oral and written representations, understandings or agreements
related to these Services.
Client Project Manager(s): Janitrea Sebree-Kelly. Gallup shall be responsible for reporting to Client Project Manager.
Gallup will not make any changes to the Scope of Services without the written approval of Client Project Manager. Written
approval may be in the form of email, fax or written change order.
Gallup Project Manager: Janet Gibbon. Client Project Manager shall make any request for changes to the Scope of
Services to Gallup Project Manager. Gallup shall not be responsible for making any changes not directed to Gallup’s
Project Manager.
Project Term
The project term will run for 1 year(s) from the date of contract execution or 7/25/2025, whichever is later. DeKalb County
School District may renew the agreement for one additional year at the contracted price. Written confirmation of renewal is
required at least 30 days prior to the termination date for pricing to remain valid.
Gallup has relied on information provided by Client in defining the services and determining the pricing for such services.
Gallup will rely on this information as being accurate and complete. Any discrepancy in the information provided by Client
may change the Scope of Services and/or the pricing. Gallup will notify Client upon discovering a discrepancy in the
information provided by Client and inform Client of the impact on the Scope of Services, timeline and pricing of the
services.
This contract shall commence on July 25,2025. As required by O.5C.G.A. § 20-2-506, this contract shall terminate absolutely
and without further obligation on the part of the School on December 31, 2025 but shall automatically renew on January 1,
2026 and terminate on July 25, 2026.
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Project Deliverables
Products
Gallup Access - Business CliftonStrengths Subscription
Gallup Access – Workplace Survey Subscription Business
• For 10000 employees.
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Gallup Access CliftonStrengths Business Subscription
The subscription includes Gallup’s web-based CliftonStrengths platform to support strengths-based development
programs. It includes CliftonStrengths results, resources, and reporting for one year. CliftonStrengths assessments sold
separately.
Project Support and Resources
• Gallup will provide a one-hour live orientation training call for System Administrators per year.
• Standard set of CliftonStrengths resources included.
Platform Features
User Permissions
• Five System Administrator seats (additional seats available for a fee) that include the following role:
o Client User Administrator (ability to add and manage overall system users).
• Unlimited standard system-level roles that include the following:
o Code Administrator
o Code Distributor
o CliftonStrengths Manager
o Action User
• Unlimited manager access to learning and advice resources.
• Unlimited use of action planning tools.
• Unlimited use of companion mobile app.
• Unlimited use of code management and team management tools.
• Unlimited use of team CliftonStrengths reporting:
o Team Grid
o CliftonStrengths Domain
o Theme Frequency
o Gallup Cascade reporting
o Search functionality
Access to Past CliftonStrengths Results
• Self-Administered migration of results from a Gallup Access Consumer account to a Gallup Access Client account
at no additional cost.
• Gallup-assisted migration of results from a Gallup Access Consumer account to a Gallup Access Client account
for additional fee per migration request.
Technical Features
• Technical (Help Desk) Support.
• English is the default language for assessments and communications -- with the option to use other languages
already programmed in Gallup Access as available.
Optional
• CliftonStrengths assessments – Top 5, CliftonStrengths 34, Upgrade to CliftonStrengths 34, CliftonStrengths for
Managers, CliftonStrengths for Sales, CliftonStrengths for Leaders, and CliftonStrengths for Students – available
for an additional charge.
• Standard API functionality that either pushes or pulls CliftonStrengths themes (not reports) into Client site
available for an additional charge.
• Single sign-on functionality available for an additional charge.
• Gallup-assisted standard and custom data migrations available for an additional charge per migration request.
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• Additional learning sessions, courses, certifications, team strengths sessions and one-on-one coaching also
available to support strengths-based development. Please contact your Gallup partner for more information.
Gallup Access Business Workplace Survey Subscription
The subscription includes Gallup’s web-based Workplace survey platform for up to the designated number of employees.
It includes survey platform access with unlimited ad hoc pulse capability through the term of the contract.
Project Support and Resources
• Gallup will provide four orientation calls for System Administrators per year.
• Standard set of Workplace resources and recommendations for communication best practices included.
Platform Features
User Permissions
• Unlimited web-based employee surveys for one year (field period determined by Client).
o Q12® survey questions and Accountability Index.
o Additional Gallup-validated questions and indices.
• For organizations less than 5,000 employees:
o Five System Administrator seats that include the following functionality:
▪ Ability to add and manage overall system users.
▪ Ability to create and administer surveys.
▪ Ability to manipulate survey data at the overall client level.
▪ Ability to create and administer primary and custom teams.
o Five Survey Creator seats (ability to create and administer surveys).
o Five Advanced Data User seats (ability to manipulate survey data at the overall client level).
• For organizations greater than or equal to 5,000 employees:
o 50 System Administrator* seats as default that include the following functionality:
▪ Ability to add and manage overall system users.
▪ Ability to create and administer surveys.
▪ Ability to manipulate survey data at the overall client level.
▪ Ability to create and administer primary and custom teams.
o 50 Survey Creator* seats as default (ability to create and administer surveys).
o 50 Advanced Data User* seats as default (ability to manipulate survey data at the overall client level).
* Additional System Administrator, Survey Creator, and Advanced Data User Seats can be added as
needed upon consultation with your Gallup partner.
• Unlimited standard system-level roles that include the following:
o Project Administrator (ability to edit and manage survey projects).
o Manager/Delegate (ability to view and manage team reports, action plans and learning).
o Individual (ability to view and manage action plans and learning).
• Unlimited manager access to learning and advice resources.
• Unlimited use of action planning and team monitoring tools.
• Unlimited use of companion mobile app.
• Inclusion of managers into Gallup’s Manager Minute newsletter.
• Inclusion in collaborative activities intended to capture manager experience with platform.
Technical Features
• Survey set-up, management, distribution of survey links, creating the reporting structure and reading results
managed 100% by Client.
o Additional survey liaison or consulting support can be purchased as needed.
o Coding, synthesis, or analysis of open-ended survey items requires consulting support and can be
purchased as needed.
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o Reporting provided based on Client set-up of variables.
o Manager-level report viewing security.
• Reporting tools
o Report Exports (ability to export report to PDF, PowerPoint, and Excel).
o Heat Map (ability to compare results of multiple teams and variables).
o Dynamic Recommendations (receive high- and low-ranking question recommendations).
o Advanced Data Tool (ability to analyze and cut data by multiple variables in real time).
o Text Analytics (ability to get sentiment and topic analysis of open-ended responses).
o Reporting Configuration (ability to customize reporting views for your organization).
o Workplace Aggregated Data Export (ability to download a data file that contains all aggregated results for
any given survey).
• Technical (Help Desk) Support.
Languages
• English is the default language for survey questions and communications with the option to use other languages
already programmed in Gallup Access as available. Gallup Access also provides translations for multiple
languages for standard survey text (Q12® survey questions and communications, including invitation and
reminder).
• Client will be responsible for survey translation of custom text areas. Custom text includes 1) survey title, 2)
survey introduction text, 3) customized survey invitation, 4) customized survey reminder, 5) custom survey
questions (not Gallup-validated questions and indices), and 6) reporting groups.
• Gallup Access provides machine-automated translations into English for languages identified and available
through Amazon Web Services. This is available as part of the Text Analytics tool, included in data visualizations
and exports. Raw responses are shown exactly as written in all standard reporting.
Optional
• Single sign-on functionality available for an additional charge.
• Additional learning sessions, courses, certifications and one-on-one coaching also available to support workplace
and employee engagement strategies. Please contact your Gallup partner for more information.
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Investment Summary
Products Final Price
• Gallup Access - Business CliftonStrengths Subscription
• Gallup Access – Workplace Survey Subscription Business and Full
Implementation of the Employee Engagement Survey with On-Site
Presentation of Results
Sub-Total per Year: $147,395.00
**Multi-year agreement discount $7,370.00
TOTAL: $140,025.00
All prices are expressed in USD.
Project Billing Schedule
$140,025.00 will be invoiced upon receipt of the signed agreement
$140,025.00 will be invoiced on the first anniversary of the signed agreement should renewal be confirmed in writing
Additional Clauses
Gallup Access Subscriptions:
The Service Fee for the Gallup Access Platform is based on a pre-paid annual subscription and no refunds will be given for
cancellations of partial years.
Gallup monitors unique and individual email addresses of employees. As such, there will be a pro-rated charge per
employee should the sample size exceed the contracted number of employees for the organization.
Strengths Purchases:
You may not copy or republish Content from the website or Strengths Coaching Kit materials, except for those items
included on the Strengths Coaching Kit portable media device (DVD or USB flash drive). In the event of any permitted
copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark
legend or copyright notice shall be made.
The individual who participated in the Clifton StrengthsFinder or BP10 assessment owns his or her results, regardless of
whether the individual purchased the Access Code or the Access Code was purchased for his or her benefit. Only this
individual can give permission to share his or her results. If an employer, coach, consultant, or other individual or entity
(collectively, the "Purchaser") purchases Clifton StrengthsFinder or BP10 access for an individual, the Purchaser may be
granted access to the results, but the individual will still own the results, and the Purchaser may not share the individual
results without prior consent from the individual.
Q12 Purchases:
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You may not copy or republish Content from the website or Engagement Coaching Kit materials, except for those items
included on the Engagement Coaching Kit portable media device (DVD or USB flash drive). In the event of any permitted
copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark
legend or copyright notice shall be made.
Publication of Data:
Research data associated with the consulting services performed by Gallup is not for public dissemination outside of
Client’s organization including but not limited to press releases and paid advertising. Both Client and Gallup have a
responsibility to ensure that any published research findings are not misleading. Client shall consult with Gallup prior to
sharing any research findings with any third party. Any release approved by Gallup shall include sufficient technical
information necessary to assess the validity of the published findings which may include the following: the exact question
wording, dates of interview, interviewing method, sample size, definition of the survey population, and size of sampling
error.
Respondent Confidentiality:
Respondent-identifying information, without the express consent of respondents, is not part of the deliverables under this
Scope of Services and does not constitute a “work made for hire”. Gallup will not provide respondent level data with any
demographic data appended to protect the confidentiality of participating respondents. To avoid non-compliance with
local privacy laws, Gallup will not provide Client any taped surveys without informing the respondent and obtaining
express consent that the recordings will be shared with Client.
Gallup, Inc. on behalf of itself and its affiliates and DeKalb County School District on behalf of itself and its
subsidiaries. subsidiaries and/or affiliates
BY: __________________________ BY: ___________________________________
Name: Janet Gibbon________________________ Name: _________________________________
Date: August 19, 2025_________________________ Date: __________________________________
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1. PAYMENT OF INVOICES.
1.1 Client shall pay Gallup the fees specified in the Scope of Services in accordance with the payment
schedule.
1.3 Payment shall be due upon receipt of the invoice. If Client objects to all or any portion of any invoice,
Client shall notify Gallup of its objection within fifteen (15) days from the date of Client’s receipt of the
invoice, give reasons for the objection, and pay only that portion of the invoice not in dispute. In the event
that Client is delinquent in payment of any undisputed invoice beyond 45 days, Gallup may, at its option,
withhold deliverables or suspend any and all services until the account is made current.
2. CONFIDENTIALITY.
2.1 Each party has made and will continue to make available to the other party information that is not
generally known to the public and at the time of disclosure is identified as, or would reasonably be
understood by the receiving party to be, proprietary or confidential (“Confidential Information”).
Confidential Information may be disclosed in oral, written, visual, electronic or other form. Confidential
Information shall include all business plans, strategies, forecasts, projects, analyses, financial information,
business processes, methods and models, all organizational information, system architecture, software,
graphics, computer programs, design ideas, concepts, flow charts, diagrams, progress reports, methods
research and any other personal or intellectual property relating to either party, its respective parent or
subsidiaries and Personal Data. “Personal Data” shall mean any information related to any identified or
identifiable natural or legal person, such as Client’s employees, customers, partners or any other third
party (including such third parties’ employees) and any other additional data deemed as personal data
under the applicable personal data protection laws, which are made available to Gallup for processing
them on behalf of Client pursuant to this Agreement and all Statements of Work issued pursuant to said
Agreement. Confidential Information as defined herein shall not include: (a) information in the public
domain at the time of its communication; (b) information, which enters the public domain, through no fault
of the receiving party, subsequent to the time of its communication to the receiving party; (c) information
which is obtained in good faith by either party from a third party, provided such third party is not bound by
a confidentiality agreement with Gallup or Client, as applicable; or (d) information independently
developed by employees or agents of a party without access to the Confidential Information of the other
party.
2.2 The receiving party shall, except as otherwise provided below (i) not use or reproduce the
Confidential Information for any purpose other than as required to perform in connection with the
applicable Scope of Services; (ii) protect the confidentiality of the Confidential Information with the same
degree of care as receiving party uses for its own similar information, but in no event less than
reasonable care; or (iii) not disclose the Confidential Information to any third party, without the prior
written approval of the disclosing party. Notwithstanding the foregoing, the receiving party may disclose
Confidential Information to the extent such information is required to be disclosed by law, including a
subpoena, or to respond to a regulatory request; provided the receiving party promptly notifies the
disclosing party in writing of such intention prior to any disclosure to allow the disclosing party to seek a
protective order or similar relief in the disclosing party's sole and absolute discretion. Each party shall
immediately advise its employees and others to whom the Confidential Information is disclosed of their
obligations under this Agreement and shall take reasonable steps to ensure that the Confidential
Information is securely maintained its employees and agents.
2.3 Neither party shall disclose any terms or conditions of this Agreement without the prior written consent
of the other party, except as required by applicable law; provided however, that either party may disclose
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the terms or conditions of this Agreement to a third party under an obligation of confidentiality to such
party in connection with customary financial reporting, a proposed sale, merger, acquisition, change in
control, consolidation, or other similar transaction.
2.4 Upon termination or expiration of this Agreement, Confidential Information shall be returned to the
disclosing party or destroyed. Electronic copies of or containing Confidential Information that are
automatically generated through data backup and/or archiving systems and which are not readily
accessible to the receiving party’s business personnel shall not be deemed to violate this Agreement, so
long as such electronic copies are not disclosed or used in violation of this Agreement. Notwithstanding
the foregoing, nothing in this Agreement shall prohibit the receiving party’s legal department or counsel
from retaining one (1) copy, including any electronic copy, of any of the Confidential Information as
necessary to comply with regulatory recordkeeping requirements applicable to disclosing party.
2.5 Gallup agrees to the following as it relates to Personal Data:
2.5.1 To prevent unauthorized use, dissemination or publication of the Personal Data, and implement any
technical and organizational measures to protect Personal Data which are required by the applicable law.
2.5.2 To implement appropriate technical and organizational measures to protect Personal Data against
(i) accidental or unlawful destruction or loss, (ii) unauthorized disclosure or access, in particular where
processing involves the transmission of Personal Data over a network, (iii) alteration, and (iv) all other
unlawful forms of processing.
2.5.3 To inform Client promptly in writing if it becomes aware of any unauthorized use or disclosure of
Personal Data by itself or others.
2.5.4 When collecting, using, storing, transferring and otherwise processing Personal Data, Gallup shall
adhere to all applicable export and personal data laws, regulations and rules.
2.6 Client agrees to the following as it relates to Personal Data which is made available to Gallup
pursuant to this Agreement and all Statements of Work issued pursuant to said Agreement:
2.6.1 To ensure that such Personal Data is collected and processed by Client and transferred to Gallup in
accordance with applicable Data Protection laws, regulations and rules.
2.6.2 Prior to the transfer of such Personal Data to Gallup, to inform the respective data subjects of the
processing of their Personal Data pursuant to this Agreement and their rights in accordance with
applicable Data Protection laws, regulations and rules.
3. REPRESENTATIONS AND WARRANTIES.
3.1 The parties represent and warrant that: (a) each has the full power and authority to enter into this
Agreement; (b) this Agreement is duly authorized by all necessary action and has been duly executed
and delivered; and (c) neither party has entered into any agreement with any other entity that contains
restrictive provisions regarding confidentiality and/or non-competition that may impair their ability to
perform their specific obligations under the terms of this Agreement.
3.2 Gallup represents and warrants that it or its personnel will perform the Services: (a) in a good, timely,
efficient, professional and workmanlike manner; (b) with at least the same degree of accuracy, quality,
efficiency, completeness, timeliness and responsiveness as are equal to the accepted industry standards
applicable to the performance of the same or similar services; and (c) using personnel who are fully
familiar with the technology processes, procedures and equipment to be used to deliver the Services.
3.3 Gallup is the lawful owner or licensee of all programs and materials used by it in the performance of
the Services contemplated hereunder that have not been provided by Client; such programs and
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materials have been lawfully developed or acquired by Gallup and Gallup has the right to permit Client
access to or use of such programs and materials. Gallup represents and warrants that none of the
Services or deliverables provided under this Agreement will infringe on any patent, copyright, trademark,
trade secret or other intellectual property right of any third party and agrees to defend and to indemnify
and hold harmless Client, its parent, subsidiaries, affiliates, employees and representatives, for all costs
and expenses associated with the defense or settlement of any claim that the Services infringe a patent,
copyright, trademark, trade secret or other intellectual property right and shall pay any judgments or
settlements based thereon.
3.4 In connection with the performance of services set forth in an applicable Scope of Services, Gallup
shall comply, and shall cause Gallup’s employees and consultants/subcontractors to comply, with all
statutes, regulations, ordinances, judgments, permits and other governmental rules or restrictions,
whether domestic or foreign, applicable to Gallup’s execution of this Agreement.
3.5 EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY SCOPE OF SERVICES, NEITHER
PARTY MAKES ANY OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. TERM AND TERMINATION.
4.1 This Agreement will commence on the Effective Date and will remain in effect until terminated in
accordance with the terms and conditions set forth herein.
4.2 Either party may terminate this Scope of Services if the other party breaches any material obligation
set forth herein or in the Scope of Services, which breach is incapable of cure or which, being capable of
cure, has not been cured within thirty (30) days after receipt of written notice of such breach from the non-
breaching party, or within such additional cure period as the non-breaching party may authorize in writing.
4.3 Either party may immediately terminate this Agreement or the Scope of Services by written notice to
the other party if the other party becomes insolvent, makes a general assignment for the benefit of
creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for the
its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law,
whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. If any of the above
events occurs, the affected party shall promptly notify the other party of its occurrence.
4.4 Client or Gallup may terminate this Agreement or any applicable Scope of Services without cause
upon 60 days written notice. Notwithstanding any other terms and conditions of this Agreement, should
Client cancel this Agreement without cause prior to completion of services, Gallup shall be entitled to the
payment of fees for services completed prior to termination of this Agreement and 25% of the remaining
balance of fees associated with contracted work yet to be performed. For example, if the contract is for a
period of three years and Client terminates this agreement after Year 1, Client shall owe 25% of the
remaining contract price for Years 2 and 3 in addition to any outstanding invoices for work completed
prior to termination.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 Gallup Intellectual Property means any instructional materials, software programs, diagrams,
copyrighted assessments or surveys and anything else that Gallup uses or distributes to Client in
connection with this Agreement or an applicable Scope of Services that has been developed prior to or
independent of this Agreement by Gallup (“Gallup Property”). Gallup Property is not considered work
product or a “work for hire” under the terms of this Agreement.
5.2 For any Gallup Property used, incorporated into, required for use of, or provided with any Services
provided to Client hereunder, Gallup hereby grants Client a worldwide, non-exclusive, nontransferable
license to use Gallup Property as incorporated into or provided with the applicable Services within Client’s
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organization. Client may not make, have made, sell, offer for sale, execute, reproduce, display, perform,
distribute externally to any third party copies of, or prepare derivative works of Gallup Property without the
written permission of Gallup.
5.3 All products, reports, documents, compilations of data and other materials produced or developed by
Gallup under a Scope of Services which are either: (a) created using the funds, expertise, facilities,
personnel, time, material or proprietary information of Client; or (b) are derivatives of any Client
proprietary information shall be the sole property of Client. These materials do not include any Gallup
Property or derivatives thereof. Gallup agrees to assist Client, or its designee, at Client’s expense, in
every proper way to secure Client’s rights in the materials.
6. GOVERNING LAW; DISPUTE RESOLUTION.
6.1 This Agreement shall be construed and interpreted according to the laws of the State of Georgia
without regard to the conflicts of law principles in Georgia.
6.2 In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement
or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question,
or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and,
recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both
parties.
7. RELATIONSHIP OF PARTIES.
7.1 Gallup will act solely as an independent contractor rendering professional services.
7.2 Gallup will function as a non-exclusive consultant to Client. Client acknowledges that, during the term
of this Agreement and thereafter, Gallup will offer, undertake, and continue to provide Consulting
Services for organizations other than Client. In no event shall Gallup be relieved of its obligation to protect
Confidential Information.
8. NOTICES.
Any notice or other communication required or permitted to be made or given by either party pursuant to
this Agreement shall be in writing delivered to the individual whose name appears on the signature block
of the Scope of Services.
9. LIMITATION OF DAMAGES.
Neither party shall be liable to the other party for any indirect, incidental, consequential, exemplary,
punitive or special damages, including lost profits, regardless of the form of the action or theory of
recovery, even if that party has been advised of the possibility of those damages.
10. USE OF NAME, TRADEMARKS OR LOGOS.
Neither party shall originate any publicity, news release, or other announcement, written or oral, whether
to the public press, the trade, any of the other party's customers, suppliers or otherwise, relating to this
Agreement or any Scope of Services, or to the existence of an arrangement between the parties without
the prior written approval of the other party. Without limiting the foregoing, neither party shall use any
names, trademarks or logos of the other party without the prior written consent of such party.
11. SEVERABILITY.
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The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more
provisions shall not affect the enforceability of any other provisions. In addition, if any provision of this
Agreement, for any reason, is declared to be unenforceable, the parties shall substitute an enforceable
provision that, to the maximum extent possible and in accordance with applicable law, preserves the
original intentions and economic positions of the parties.
12. CONFLICT OF TERMS.
If a term in a Scope of Services or Addendum conflicts with a term in this Agreement, the provisions of
this Agreement will prevail unless the Scope of Services or Addendum specifically states that the
conflicting term will prevail.
13. WAIVER.
No failure or delay by either party in exercising any right, power or remedy shall operate as a waiver of
such right, power or remedy, and no waiver shall be effective unless it is in writing and signed by the
waiving party. If either party waives any right, power or remedy, such waiver shall not waive any
successive or other right, power or remedy the party may have under this Agreement.
14. ASSIGNMENT.
Neither party may assign any rights in nor delegate any obligations under this Agreement or any portion
thereof without the written consent of the other. Any such attempt to transfer will be deemed null and void.
15. FORCE MAJEURE.
Neither party shall be liable for any losses arising out of the delay or interruption of its performance of its
obligations under this Agreement due to any act of God, war, terrorism, civil disturbance, court order or
natural disaster, or any other cause beyond the reasonable control of the affected party.
16. SURVIVAL.
Sections 2, 3, and 5 shall survive the termination or expiration of this Agreement.
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