RethinkEd Independent Contract Agreement (2026-2027 SY)

            ADDENDUM TO INDEPENDENT CONTRACTOR AGREEMENT
           (RethinkEd Platform Services Addendum – DeKalb County School District)

This Addendum (“Addendum”) is incorporated into and made part of that certain Independent
Contractor Agreement (“Agreement”) by and between DeKalb County School District (“DCSD”
or “Client”) and Rethink Autism, Inc. (“Rethink”) and is entered into even date with the Agreement
(“Addendum Effective Date”).

The parties acknowledge that DCSD is a Georgia public school district subject to applicable state
laws and regulations. This Addendum is intended to clarify the parties’ understanding of the
Services and align certain provisions of the Agreement accordingly.

1. NATURE OF SERVICES

The parties agree that Rethink provides a subscription-based educational software platform and
related services, including access to the RethinkEd platform, content, and professional
development (“Services”).

The Services are not deliverable-based consulting services, and performance shall be evaluated
consistent with software-as-a-service industry standards rather than work-for-hire deliverables.

2. LICENSE AND PERMITTED USE

Rethink grants DCSD a limited, non-exclusive, non-transferable right during the Term to access
and use the Services for internal educational purposes.

DCSD agrees it will not, and shall not permit its users to:

       Reverse engineer or attempt to derive source code
       Commercially exploit or resell the Services
       Use the Services outside the scope of authorized educational use

Nothing herein restricts DCSD’s lawful use consistent with public education operations.

3. INTELLECTUAL PROPERTY

3.1 Rethink Platform and Content

Notwithstanding any provision of the Agreement regarding “work for hire” or ownership of
deliverables, the Services, including the platform, software, and content are pre-existing
proprietary materials of Rethink. All rights, title, and interest in and to such materials remain
with Rethink.

3.2 Limited Exception for District Materials

To the extent DCSD provides materials or requires district-specific configurations:
       DCSD retains ownership of its data and materials
       Rethink retains ownership of its platform and underlying technology

3.3 Clarification

The parties agree that no provision of the Agreement shall be interpreted to transfer ownership of
Rethink’s platform, software, or content to DCSD.

4. FEES AND PAYMENT TERMS

Fees for the Services are subscription-based and reflect access to the platform and related
services.

       Fees are not contingent upon acceptance of deliverables, and shall be paid annually in
       advance
       DCSD shall pay all undisputed invoices in full within thirty (30) days, consistent with its
       standard payment processes

Nothing herein is intended to conflict with applicable public funding or appropriation
requirements.

5. TERM AND TERMINATION

5.1 Termination for Convenience

Any provision under the Agreement allowing DCSD to terminate for convenience shall not apply
to the Services, except as expressly agreed in writing after the Addendum Effective Date.

5.2 Suspension for Non-Payment

Rethink reserves the right to suspend Services for non-payment of undisputed amounts, subject
to reasonable prior notice.

6. WARRANTIES AND SERVICE STANDARDS

Rethink will provide the Services in a commercially reasonable manner consistent with industry
standards.

The parties acknowledge that:

       The Services are a technology platform provided on an ongoing basis
       Performance is not measured as a one-time deliverable
       Planned maintenance, third-party dependencies, and factors outside Rethink’s control
       may impact availability
Except as expressly stated, the Services are provided as available, subject to standard system
maintenance and updates.

7. LIMITATION OF LIABILITY

To the extent permitted by applicable law:

       Neither party shall be liable for indirect, incidental, or consequential damages
       Rethink’s total liability arising from the Services shall be limited to the fees paid under the
       Agreement for the applicable term

This provision shall be interpreted in a manner consistent with Georgia law governing public
contracts.

8. INDEMNIFICATION

8.1 By Rethink

Rethink shall indemnify DCSD from third-party claims alleging that the Services infringe
intellectual property rights, subject to customary limitations.

8.2 By DCSD

DCSD shall be responsible for:

       Its use of the Services
       Compliance with applicable laws governing student data and education records

Nothing herein is intended to expand DCSD’s indemnification obligations beyond those permitted
under Georgia law.

9. DATA PRIVACY AND STUDENT INFORMATION

The parties acknowledge that DCSD is subject to laws governing student data, including FERPA.

       DCSD retains ownership of student and district data
       Rethink will use such data solely to provide the Services
       Rethink will implement reasonable administrative, technical, and physical safeguards

To the extent required, the parties may enter into a separate data privacy agreement or student data
protection addendum.

10. ORDER OF PRECEDENCE

In the event of a direct conflict between this Addendum and the Agreement, this Addendum shall
govern solely with respect to the Services described herein.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the Addendum
Effective Date.

RETHINK AUTISM, INC.
By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________

DEKALB COUNTY SCHOOL DISTRICT
By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________

                                   [End of Addendum]