INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (hereinafter “Agreement”) is between
Rosetta Stone, LLC
________________________________________ (hereinafter “INDEPENDENT CONTRACTOR”), with its principal
place of business at 777 Mariners Island Blvd., Suite 600, San and
Mateo,
______________________________________________ the CA 94404
DeKalb County School District
(hereinafter “DCSD”), with its principal place of business at 1701 Mountain Industrial Blvd, Stone Mountain, Georgia
30083. INDEPENDENT CONTRACTOR and DCSD are referred to herein jointly as the “Parties” and individually as a
“Party.” In consideration of the mutual agreements and covenants set forth herein and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties to this Agreement
hereby covenant and agree as follows:
A. ENGAGEMENT: Subject to the terms and conditions of this Agreement, DCSD hereby retains INDEPENDENT
CONTRACTOR, as an independent contractor, to provide the Services (as described below), and
INDEPENDENT CONTRACTOR hereby accepts such engagement to provide the Services to DCSD.
B. SERVICES: The INDEPENDENT CONTRACTOR agrees to perform the services (hereinafter referred to as the
'Services') as outlined in the Scope of Work attached hereto as Exhibit A and incorporated herein by
reference.
1. Performance of Services. INDEPENDENT CONTRACTOR (a) will supply all tools and materials necessary
to perform the Services under this Agreement; (b) use its best efforts to furnish the Services to DCSD as and
when requested or as otherwise required hereunder; (c) will perform the Services in a good, workmanlike
and professional manner, in accordance with all applicable industry customs and standards and with the
same degree of skill and care which others would exercise in like circumstances; (d) will provide such
warranties as are consistent with industry customs and standards or as otherwise expressly required
hereunder; (e) act with prudence and diligence in the performance of the Services; (f) act in good faith and
in the best interests of the DCSD in the performances of the Services; and (g) devote such time, energy and
abilities as is necessary to perform the Services in a timely and productive manner. Any tangible materials
or other deliverables (whether tangible or intangible) to be produced for to or delivered to DCSD as part of
the Services will be of merchantable quality and free from defects in materials and workmanship. Subject
to any other written agreement between INDEPENDENT CONTRACTOR and DCSD, INDEPENDENT
CONTRACTOR is free to engage in other independent contracting activities, provided that INDEPENDENT
CONTRACTOR does not engage in any such activities which are inconsistent with or conflict with
INDEPENDENT CONTRACTOR’s Services for DCSD, or that so occupy INDEPENDENT CONTRACTOR’s
attention as to interfere with the proper and efficient performance of the Services.
2. Supervision of INDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR represents and warrants
that it has the knowledge, training, skills and resources necessary to perform the Services. INDEPENDENT
CONTRACTOR acknowledges and agrees that DCSD shall retain the right to require certain results and/or
deliverables in conformity with this Agreement or which meet or exceed the requirements hereof.
INDEPENDENT CONTRACTOR will determine, and is solely responsible for, the means, method and details
in connection with the performance of the Services. INDEPENDENT CONTRACTOR further acknowledges
and agrees that DCSD shall not exercise any control over the time, manner, means or methods of
INDEPENDENT CONTRACTOR’s performance of the Services.
C. TERM: The Term of this Agreement is for the period from the Start Date to the End Date set forth below.
As required by O.C.G.A. § 20-2-506, this Agreement shall terminate absolutely and without further
obligation on the part of DCSD at the close of the calendar year in which it was executed, but shall be
automatically renewed for the subsequent calendar year during the term unless DCSD terminates this
Agreement as set forth herein For the avoidance of doubt, the End Date may not be more than one (1)
year from the Start Date and in no event shall the Term hereof exceed one (1) year.
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3. Payment Not Acceptance. Neither payment by DCSD nor DCSD’s receipt of the Services shall
constitutes acceptance of any defective Services.
F. INDEPENDENT CONTRACTOR RELATIONSHIP: It is mutually understood, acknowledged and agreed that the
parties intend to create and are creating an independent contractor relationship under this Agreement.
INDEPENDENT CONTRACTOR is an independent contractor for all purposes, having the right to exercise
independent judgment as to the time, place, and manner of performing the Services hereunder.
INDEPENDENT CONTRACTOR is not subject to the control of DCSD except as set forth herein. INDEPENDENT
CONTRACTOR is not authorized to enter into any agreement or incur any debt or obligation on behalf of
DCSD and is not authorized to otherwise act on behalf of DCSD or to hold itself out as an agent of DCSD.
Under no circumstances shall INDEPENDENT CONTRACTOR or any of INDEPENDENT CONTRACTOR’s
employees, look to DCSD as his/her/its employer, or as a partner, agent or principal of INDEPENDENT
CONTRACTOR.
G. NO BENEFITS: INDEPENDENT CONTRACTOR acknowledges that INDEPENDENT CONTRACTOR is not eligible
for or entitled to participate in any benefits provided by DCSD to its employees, regardless of the length of
INDEPENDENT CONTRACTOR'S relationship with DCSD and regardless of whether INDEPENDENT
CONTRACTOR is held to be a common-law employee of DCSD for any purpose. Neither INDEPENDENT
CONTRACTOR, nor any of INDEPENDENT CONTRACTOR’s employees, shall be entitled to any benefits made
available to DCSD’s employees, including, but not limited to, health insurance, workers’ compensation,
disability insurance, vacation or sick pay. Accordingly, with full knowledge and understanding of the
foregoing, INDEPENDENT CONTRACTOR hereby expressly waives any claim or right that INDEPENDENT
CONTRACTOR may have, now or in the future, to such benefits and agrees not to make any claim for such
benefits. INDEPENDENT CONTRACTOR shall be responsible for providing, at INDEPENDENT CONTRACTOR’s
expense, and in INDEPENDENT CONTRACTOR’s name, unemployment, disability, worker’s compensation
and other insurance, as well as licenses and permits usual or necessary for conducting the Services.
H. TAXES AND REPORTING: INDEPENDENT CONTRACTOR is solely responsible for the payment of all federal,
state and local income taxes, self-employment taxes, Social Security taxes, Medicare taxes, workers’
compensation premiums, unemployment taxes, and any other similar obligations arising from the
performance of the Services or receipt of the fees hereunder. DCSD will not withhold any income or social
security taxes from any fees payable to INDEPENDENT CONTRACTOR hereunder and will not pay any such
taxes for or on behalf of INDEPENDENT CONTRACTOR. DCSD shall report all fees paid to INDEPENDENT
CONTRACTOR to the Internal Revenue Service (and other taxing agencies) on Form 1099 or other equivalent
forms. INDEPENDENT CONTRACTOR acknowledges and agrees that it is solely responsible for the reporting
of all fees payable hereunder as income and for payment of all taxes due thereon. INDEPENDENT
CONTRACTOR agrees to indemnify DCSD and hold it harmless from any and all obligations imposed on DCSD
to pay any taxes or insurance premiums, including the interest and penalties thereon, in connection with
any payments made to INDEPENDENT CONTRACTOR by DCSD pursuant to this Agreement. INDEPENDENT
CONTRACTOR agrees to pay, and to indemnify and hold DCSD harmless from, any tax imposed by any
governmental authority with respect to either or both of any payment to be made by DCSD under this
Agreement or any item to be delivered by INDEPENDENT CONTRACTOR to DCSD under this Agreement,
including, but not limited to, sales, use, excise, value added, withholding, or similar tax or any fees and
penalties or interest associated with any of the foregoing.
1. ACA Compliance. If INDEPENDENT CONTRACTOR is an individual, INDEPENDENT CONTRACTOR agrees
that he/she is not an employee of DCSD for purposes of the Patient Protection and Affordable Care Act, 42
U.S.C. § 18001, et seq. (“ACA”), or for any other purpose. INDEPENDENT CONTRACTOR agrees that he/she
will be responsible for all compliance and reporting requirements under the ACA and certifies that he/she
has their own individual health plan coverage. INDEPENDENT CONTRACTOR agrees that he/she shall make
the necessary federal, state, and local filings and returns as required by law at the appropriate times,
including, but not limited to, federal, state, and local income tax (including estimates), filings and returns
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required by the Self-Employment Contribution Act, and any other filing or return, required by federal, state,
or local government. INDEPENDENT CONTRACTOR retains sole and exclusive liability for all contributions,
taxes or payments required to be made on account of INDEPENDENT CONTRACTOR’s employees under
federal or state income tax laws, unemployment and workers’ compensation acts, social security acts, and
all other legislation requiring employer contributions or withholdings.
2. ACA Reporting. With respect to ACA compliance obligations, INDEPENDENT CONTRACTOR acknowledges
and agrees that: a. INDEPENDENT CONTRACTOR is responsible for filing Form 1094-C and Form 1095-C with
respect to all assigned workers assigned to DCSD; b. INDEPENDENT CONTRACTOR is responsible for
compliance with Internal Revenue Code Section 4980H with respect to assigned workers; c. If requested by
DCSD in connection with any governmental audit or inquiry, INDEPENDENT CONTRACTOR will cooperate in
furnishing DCSD with detailed information on assigned workers as reasonably needed for DCSD to respond
to such audit or inquiry, and at no additional charge; d. In addition to any existing indemnification
obligations set forth in this Agreement, INDEPENDENT CONTRACTOR agrees to reimburse DCSD for any
penalty or tax imposed against DCSD with respect to any assigned worker, and to indemnify and hold
harmless DCSD against all liabilities, penalties and fees that may be imposed upon DCSD, under Internal
Revenue Code Section 4980H(a) or (b); provided that DCSD will provide prompt notice to INDEPENDENT
CONTRACTOR of its receipt of any notice of assessment of penalty or taxes under Code Section 4980H and
INDEPENDENT CONTRACTOR will cooperate fully with DCSD in contesting such assessment and accepting
responsibility for its assigned workers.
I. NOTICES: All notices shall be in writing, be deemed served on the date on which they are actually received,
and shall be served by personal delivery, or United States First Class Mail, properly addressed with postage
prepaid, or a nationally recognized overnight courier/delivery service, electronic mail transmission, or
telephonic facsimile transmission. Invoices or Notices of Termination of this Agreement shall be served
directly upon DCSD or INDEPENDENT CONTRACTOR, as the case may be, addressed as set forth below.
DCSD’s address and its contact person are:
DeKalb County School District
1701 Mountain Industrial Blvd.
Stone Mountain, GA 30083
Attention: Office of Legal Affairs, Contract Administration
With a copy to the Undersigned
DeKalb County School District
1701 Mountain Industrial Blvd.
Stone Mountain, GA 30083
Attention: Undersigned Representative
INDEPENDENT CONTRACTOR’s address and its contact person are:
Rosetta Stone, LLC
_______________________
777 Mariners Island Blvd., Suite 600
_______________________
San Mateo, CA 94404
_______________________
Attention: Contracts Administration
_______________________
J. WORKING RELATIONSHIP: INDEPENDENT CONTRACTOR agrees that DCSD’s designated representative
for the purpose of this Agreement is authorized by DCSD to act on its behalf. INDEPENDENT
CONTRACTOR will consult with DCSD’s representative before finalizing recommendations or taking
action at key decision points. INDEPENDENT CONTRACTOR shall fully cooperate with DCSD, and DCSD’s
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representative or designee. Such cooperation shall include, without limitation, providing any requested
information to DCSD’s representative and advising, meeting with, consulting with, and coordinating with
DCSD’s representative.
1. Employees. DCSD shall have the right, at its sole discretion, to demand and require INDEPENDENT
CONTRACTOR to remove any employee or subcontractor working on any provision of this Agreement and
to replace the employee or subcontractor without cost or liability to the DCSD.
2. Communication. For purposes of safety and otherwise, INDEPENDENT CONTRACTOR, at all times, shall
ensure its ability to thoroughly and clearly communicate, in any and all necessary languages, with DCSD’s
representative and with INDEPENDENT CONTRACTOR’s employees, agents, representatives, and
subcontractors.
3. Protection of IT Assets. INDEPENDENT CONTRACTOR shall ensure that any and all electronic devices,
computers, software, hardware, equipment and other similar and related items that are utilized by
INDEPENDENT CONTRACTOR or any entity or person under INDEPENDENT CONTRACTOR’s supervision or
control, do not harm, or allow harm, to DCSD’s computers, systems, networks, and technology.
INDEPENDENT CONTRACTOR shall take any and all measures possible to protect DCSD’s computers,
systems, networks, and technology from viruses and other malicious codes.
K. DEFECTIVE OR NON-CONFORMING SERVICES: If the Services fail to meet the standards set forth in this
Agreement, DCSD may elect to have INDEPENDENT CONTRACTOR re-perform, at no cost to DCSD, any of
the Services which fail to meet said standards where: (a) such failure appears during the performance of
the Services or within one (1) year from the date of completion of the Services, and (b) DCSD notifies
INDEPENDENT CONTRACTOR of any such failure within sixty (60) days of the time that the failure becomes
apparent. This paragraph shall not be interpreted to limit the right of DCSD to pursue and obtain any and
all other remedies against INDEPENDENT CONTRACTOR at law or in equity.
L. DCSD WARRANTY: INDEPENDENT CONTRACTOR acknowledges that it shall be entitled to rely on the
accuracy of information supplied by DCSD or any of DCSD’s contractors or consultants to be provided by
DCSD hereunder. Except for the foregoing warranty, DCSD makes no other warranties, whether express or
implied.
M. WORK FOR HIRE: To the extent that the Services involve the creation or development of custom,
proprietary materials for DCSD which are specially ordered and commissioned by DCSD hereunder and are
subject to copyright, INDEPENDENT CONTRACTOR agrees that the Services are performed as a “work for
hire” as that term is defined under U.S. copyright law, and that as a result, DCSD will own all copyrights in
any and all materials or other deliverables resulting from or provided in conjunction with the Services.
INDEPENDENT CONTRACTOR agrees to perform such Services in a diligent and workmanlike manner. The
content, style, form and format of any such work for hire shall be completely satisfactory to DCSD and shall
be consistent with DCSD’s standards. INDEPENDENT CONTRACTOR hereby grants DCSD the right to use,
and to license others to use, the name, voice, signature, photograph, likeness, and biographical information
of the INDEPENDENT CONTRACTOR and its employees in connection with the Services being provided. This
includes, but is not limited to, any materials, deliverables, or works made for hire that are created as part
of or in relation to the Services..
N. OWNERSHIP OF WORK PRODUCT: Any reports, recommendations, estimates, specifications, drawings,
technical data, sketches, computer software, and all other information developed, created or procured by
INDEPENDENT CONTRACTOR or its subcontractors in connection with the performance of Services
hereunder shall be the property of DCSD. In entering into this Agreement, INDEPENDENT CONTRACTOR
hereby transfers to DCSD all right, title, and interest, including the copyright, in and to such work product
except that, with respect to any standard or non-customized software incorporated into the work product,
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INDEPENDENT CONTRACTOR shall grant to DCSD only a license to use such software. All original technical
data, evaluations, reports and other work product of INDEPENDENT CONTRACTOR shall be delivered to
DCSD upon the completion, cancellation or termination of services under this Agreement within three (3)
business days of such completion, cancellation or termination. INDEPENDENT CONTRACTOR may retain
one (1) copy of all documents produced by it for its permanent file.
O. ACCOUNTING AND RECORD KEEPING: INDEPENDENT CONTRACTOR shall maintain a system of accounting
and record keeping for all Services. Further, INDEPENDENT CONTRACTOR will allow DCSD’s inspection of
necessary supporting receipts and documentation for audit purposes for a period of six (6) years after
completion of Services provided under this Agreement.
P. BACKGROUND CHECKS: If INDEPENDENT CONTRACTOR or any personnel/subcontractors of INDEPENDENT
CONTRACTOR will have contact with students or will perform services in buildings or in close proximity to
students, then a Background Check is required for each person providing said Services. Such background
check shall be the same criminal background check, within the last 365 days, as required by DCSD
employees. Such background checks will be performed by DCSD at the expense of the INDEPENDENT
CONTRACTOR. Additionally, any charges against the INDEPENDENT CONTRACTOR, or personnel, may be
deemed unacceptable in DCSD’s sole discretion regardless of whether dismissed, expunged, sealed,
removed from the record, treated as a “first offender” or dead docketed. Upon receipt and evaluation of
DCSD’s background check results, DCSD may demand that the personnel named in the check result, not
provide services to DCSD premises. Any failure of the INDEPENDENT CONTRACTOR, or personnel, to obtain
a criminal records background check through DCSD, as stated herein, may result in termination of any
resulting contract between INDEPENDENT CONTRACTOR and DCSD.
Q. COMPLIANCE WITH LAWS: INDEPENDENT CONTRACTOR shall comply with all federal, state and local laws,
regulations, ordinances, and DeKalb County Board of Education policies in the performance of the Services
including, but not limited to, all laws governing health, safety, the protection or preservation of the
environment, OSHA requirements, and occupational licensing.
R. IMMIGRATION COMPLIANCE: INDEPENDENT CONTRACTOR certifies its compliance with the Georgia Illegal
Immigration Reform and Enforcement Act of 2011, O.C.G.A. § 13-10-90 et seq. INDEPENDENT
CONTRACTOR warrants that it has registered with and uses the federal work authorization program
commonly known as “E-Verify”, and agrees that if it contracts for the physical performance of services by
others hereunder, it shall do so only with firms or persons who present an affidavit as required by O.C.G.A.
§ 13-10-91.
***INDEPENDENT CONTRACTOR MUST SIGN AND RETURN THE E-VERIFY AFFIDAVITS BEFORE
ANY PAYMENT CAN BE MADE HEREUNDER***
S. EQUAL EMPLOYMENT OPPORTUNITY: INDEPENDENT CONTRACTOR will not discriminate against any
worker, employee or applicant for employment because of race, color, religion, sex, national origin, age,
citizenship status, veteran status, sexual orientation or handicap. INDEPENDENT CONTRACTOR will take
affirmative action to ensure that applicants are employed, and that workers are treated during
employment, without regard to their race, color, religion, sex, national origin, age, citizenship status,
veteran status, sexual orientation or handicap. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.
T. CONTINGENCY FEES: INDEPENDENT CONTRACTOR represents that it has not employed and shall not
employ any person other than its own principals and employees to solicit this Agreement or any contract
with DCSD, and that it has not and shall not pay any person other than its own principals and employees
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any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award
or making of this Agreement or any other contract with DCSD.
U. SUBCONTRACTORS: INDEPENDENT CONTRACTOR shall manage all work and services performed under this
Agreement. INDEPENDENT CONTRACTOR shall not, unless DCSD consents in writing thereto, subcontract
all or part of the Services or otherwise assign, whether by operation of law or otherwise, any of the rights,
duties or obligations of INDEPENDENT CONTRACTOR hereunder. In the event DCSD consents in writing to
any such subcontracting or assignment, the rights and obligations of INDEPENDENT CONTRACTOR shall not
be released or diminished thereby. All of INDEPENDENT CONTRACTOR’s subcontractors shall be directly
responsible to INDEPENDENT CONTRACTOR and shall be under INDEPENDENT CONTRACTOR’s direct
supervision. INDEPENDENT CONTRACTOR shall be as fully responsible and accountable to DCSD for the acts
and omissions of INDEPENDENT CONTRACTOR’s subcontractors and of persons either directly or indirectly
employed by any subcontractors in the performance of services under this Agreement as INDEPENDENT
CONTRACTOR is for the acts and omissions of persons it directly employs. Other than DCSD being a third-
party beneficiary to any agreement between INDEPENDENT CONTRACTOR and its subcontractors, no other
contractual relationship between DCSD and any subcontractor is created by any provision contained in this
Agreement. If INDEPENDENT CONTRACTOR utilizes subcontractor(s) with respect to this Agreement, then
INDEPENDENT CONTRACTOR will require subcontractor(s) to comply with all terms and conditions of this
Agreement including but not limited to the insurance requirements. INDEPENDENT CONTRACTOR shall
require all subcontractors to supply a certificate of insurance as required herein before the subcontractor
commences any work.
V. SUCCESSORS AND ASSIGNS: INDEPENDENT CONTRACTOR shall not assign its rights hereunder, excepting
its right to payment, nor shall it delegate any of its duties hereunder without the written consent of DCSD.
Subject to the provisions of the immediately preceding sentence, each Party hereto binds itself, its
successors, assigns and legal representatives to the other and to the successors, assigns and legal
representatives of such other Party.
W. INSURANCE: INDEPENDENT CONTRACTOR and all subcontractors and consultants, shall maintain insurance
in the types and coverage amounts shown below, which insurance shall provide coverage for INDEPENDENT
CONTRACTOR during the term of this Agreement. On the date INDEPENDENT CONTRACTOR signs this
Agreement, INDEPENDENT CONTRACTOR shall provide DCSD with (i) an endorsement from the insurer
naming the DeKalb County School District and the DeKalb County Board of Education with the address of
1701 Mountain Industrial Blvd. Stone Mountain, Georgia 30083,as an additional insured under the liability
policies and (ii) certificate(s) verifying that these insurance coverages and limits are in force. A copy of the
Certificate of Insurance shall be attached to Exhibit C and affixed hereto. Additional certificates of insurance
shall be provided whenever individual policies are renewed (or replaced) on their anniversary date and at
such other times as DCSD requests.
The insurance requirements of this Agreement are:
Type of Insurance Coverage Limits
Comprehensive General Liability $2,000,000 annual aggregate
Including Contractual Liability, $1,000,000 per occurrence
Bodily Injury and Property Damage
In accordance with GA Code § 34-9-1, if INDEPENDENT CONTRACTOR has 3 or more employees,
INDEPENDENT CONTRACTOR shall provide Workers' Compensation Insurance in the amounts of the
statutory limits established by The General Assembly of the State of Georgia.
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INDEPENDENT CONTRACTOR waives all rights, including rights of subrogation, against the DeKalb County
Board of Education, DCSD and their respective members, officers, employees, agents, insurers,
subcontractors, consultants and employees for damages covered by any type of insurance during and after
the completion of the Services. The limits of the coverage as agreed upon by the Parties shall not be
construed as a limit on INDEPENDENT CONTRACTOR’S potential liability to DCSD.
X. INDEMNIFICATION: Consistent with applicable law, INDEPENDENT CONTRACTOR agrees to hold harmless
and indemnify the DeKalb County Board of Education, DCSD, their respective members, officers, employees,
agents and representatives (hereinafter the “Released Parties”) from and against any and all liabilities,
claims, actions, causes of action, losses, damages, demands, suits, judgments, costs and expenses, including
legal fees, costs and expenses incurred in and about investigation, defense or prosecution thereof, arising
out of the performance of the Services by the INDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR
further agrees to release, indemnify, defend and hold harmless the Released Parties from any and all claims,
demands, rights, liabilities and causes of action incurred or suffered by INDEPENDENT CONTRACTOR from
events over which the Released Parties exercise no control, including Acts of God, strikes, government
restrictions or other force majeure events.
Y. CONTRACT ADMINISTRATION:
1. Waiver. Failure of DCSD to insist in any one or more instances on performance of any of the terms and
conditions of this Agreement, or to exercise any right or privilege contained in this Agreement, or the waiver
of any breach of the terms and conditions of this Agreement, shall not be considered as creating or
constituting a waiver of any such terms, conditions, rights or privileges, and the same shall continue and
remain in force and effect.
2. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Georgia. In
the event of any dispute arising out of this Agreement or the performance of Services hereunder, each of
the parties irrevocably submits to the exclusive jurisdiction and venue of the Superior Court of DeKalb
County, Georgia with respect to any litigation in connection therewith.
3. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same agreement. A scanned or
photocopy of an original signature shall be deemed an original for purposes of this Agreement.
Z. CAPTIONS: The headings in this Agreement are for the convenience of the Parties hereto and shall in no
way affect the construction or interpretation of this Agreement or any part hereof.
AA. ENTIRE AGREEMENT: This Agreement (including any exhibits and schedules hereto) constitutes the entire
and exclusive agreement between the Parties with reference to this contract and supersedes any and all
prior communications, discussions, negotiations, understandings, or agreements. This Agreement may be
amended only by a writing signed by both DCSD and INDEPENDENT CONTRACTOR. INDEPENDENT
CONTRACTOR acknowledges that DCSD does not, and will not be deemed to, waive this condition precedent
under any circumstances and that no employee or agent of DCSD is authorized to waive this requirement.
BB. CONFIDENTIAL INFORMATION: INDEPENDENT CONTRACTOR, and all its consultants and subcontractors,
agree to keep confidential all information, records and documents obtained from DCSD or created on behalf
of DCSD in connection with the performance of the Services. Such confidential information includes, but is
not limited to, data collected by INDEPENDENT CONTRACTOR and any student information, including but
not limited to, student test scores, student test results, student attendance records, student assessments or
student grades. INDEPENDENT CONTRACTOR agrees not to use any confidential information received for
any purpose other than in connection with the services provided herein. INDEPENDENT CONTRACTOR agrees
to limit disclosure of the confidential information to its employees, officers, directors, affiliates and
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consultants with a bona fide need to know, but only to the extent necessary in connection with the services.
All individuals receiving access to the confidential information must previously have entered into a
confidentiality agreement with INDEPENDENT CONTRACTOR or otherwise be bound under terms at least as
restrictive as those contained herein. INDEPENDENT CONTRACTOR understands and agrees that DCSD must
comply with the Georgia Open Records Act O.C.G.A. § 50-18-70 (the "Act") and release public documents as
defined by the Act upon request, including this Agreement and all records prepared and maintained in
relation to this Agreement.
CC. TERMS AND CONDITIONS: The terms and conditions located at http://www.dekalbschoolsga.org/vendor-
information are hereby incorporated into and made a part of this Agreement. In the event of any conflict
between the terms and conditions and the provisions of this Agreement, the terms of this Agreement shall
prevail.
[Signatures appear on following page]
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DEKALB COUNTY SCHOOL DISTRICT USE ONLY
Int. Student Screening Center - Department 7130
School/Department Name and Location Number
Charge Code
FUND FUNCTION PROJECT OBJECTIVE LOCATION PROGRAM FACILITY DIVISION FUTURE
460 1000 553200 07221 7130 1816 6015 094 2026
THE ABOVE TERMS AND CONDITIONS ARE AGREED TO AND ACCEPTED BY:
INDEPENDENT CONTRACTOR
BY: f?�,m�·
Paul Mishkin
PRINT NAME: --------------
Chief Executive Officer
TITLE: __ _____ ______ __ __
April 21, 2026
DATE: -----------------
DEKALB COUNTY SCHOOL DISTRICT
BY: ---------------------
Dr. Norman C. Sauce Ill
NAME: ___________________
Interim Superintendent of Schools
TITLE: -------------- - ----
DATE: --------------------
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Exhibit A
Scope of Work
(include description, scope of work, deliverables and/or specific performance standards, milestones and dates for
contracted services)
The IXL Service, pursuant to the IXL Terms of Service (www.ixl.com/termsofservice) and IXL Privacy
Policy (www.ixl.com/privacypolicy).
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RENEWAL QUOTE
Rosetta Stone LLC QUOTE # 1605148-1
777 Mariners Island Blvd., Suite 600 DATE: APRIL 21, 2026
San Mateo, CA 94404
TO:
Angelina Jeffers
DeKalb County School District
1701 MOUNTAIN INDUSTRIAL BLVD
STONE MTN, GA 30083
COMMENTS OR SPECIAL INSTRUCTIONS
SALESPERSON ACCOUNT # RENEWAL PERIOD QUOTE VALID UNTIL
Renee Milmoe A24-5416249 July 1, 2026 - June 30, 2027 March 14, 2027
SUBSCRIPTIONS QUANTITY LIST UNIT PRICE NET PRICE
Rosetta Stone for Schools 2000 $45.00 $90,000.00
Total Price $90,000.00
TOTALS
Total Subscriptions List Price $90,000.00
Grand Total $90,000.00
Ordering instructions
We accept payment by purchase order, check, or credit card. To submit a purchase order for this quote, click here or go to https://www.ixl.com/po-
upload and enter quote # 1605148-1. Paying over $5,000 via credit card will result in a 3% fee. For international accounts, we can accept wire transfers
for an additional fee.
TERMS AND CONDITIONS OF SALE
THIS IS A LEGAL DOCUMENT ("SALES CONTRACT") BETWEEN THE PURCHASER SHOWN ABOVE ("YOU") AND ROSETTA STONE, LLC, A
SUBSIDIARY OF IXL LEARNING, INC. ("SELLER"). PLEASE READ THIS AGREEMENT CAREFULLY. YOU AGREE TO BE BOUND BY ALL OF THE
TERMS AND CONDITIONS OF THE AGREEMENT, AS WELL AS BY THE WEBSITE K12 EDUCATION APPLICATION LICENSE AGREEMENT, WHICH
ARE INCORPORATED BY REFERENCE. NO VARIATION OF THESE TERMS AND CONDITIONS ARE BINDING ON SELLER UNLESS AGREED TO IN
WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.
1. PRICING: The quoted purchase price of the license is valid through the "Price valid until" date on page 1. This price is not binding on
Seller unless you have accepted it by sending us an executed Sales Contract by that date.
2. PAYMENT: If Seller decides to accept your Sales Contract, we will issue you an invoice. Complete payment of the amount of the stated
purchase price is due within sixty (60) days of the invoice date. If payment is not received by the Seller within 60 days, the invoice is
considered past due. Rosetta Stone licenses with past due payments will be put on hold and are subject to termination. Termination
does not relieve the Purchaser of the obligation to pay fees due to the Seller.
The full invoice amount must be paid either by check or by credit card. We accept Visa, MasterCard, American Express, and Discover.
All checks should be mailed to:
Rosetta Stone LLC
777 Mariners Island Blvd., Suite 600
San Mateo, CA 94404
Credit card payments may be made by phone at (855) 255-8800.
Any late payment will incur interest at the rate of the lesser of 1% a month or the maximum permissible by law.
3. CANCELLATION AND REFUND: No cancellation will be accepted, and no refund issued, if it is more than thirty (30) days beyond the date
of purchase for the license referenced in this Sales Contract. For cancellations and refunds of the license tendered under this Sales
Contract to be accepted, the Seller must receive written notification of the cancellation within 30 days of purchase. Cancellations
requested outside of the 30-day period will not be refunded, and the Purchaser will be responsible for completing the purchase as
stated in the Sales Contract.
4. LICENSES: Seller grants you the right to provide access, through unique log-in IDs, to no more individuals than the quantity indicated on
the first page. The terms and conditions of use for each of these individuals are governed by our website's Terms of Service. You agree
to be responsible for their accounts, to monitor their use of their accounts, and to indemnify, defend, and hold us harmless for any
claims arising out of or related to their use of Seller's website and services. To the extent that these individuals are minors, you consent
to our collection of their personal information as described in our Privacy Policy.
Classroom and Site licenses will be activated immediately upon receipt of your payment unless another date is specified or agreed to by
Seller. Activation confirmation will be sent to the e-mail address provided by the school or individual completing the purchase.
If an individual who has an account through a Classroom or Site license purchased by you is no longer affiliated with you, you may
request that we deactivate the individual's account, or no longer associate it with your license, so that that license can be reassigned to
another individual associated with your institution.
If you are a teacher, you represent and warrant that you have permission and authorization from your school and/or district to use the
Services as part of your curriculum, and for purposes of Children's Online Privacy Protection Act ("COPPA") compliance, you represent
and warrant that you are entering into these Terms on behalf of your school and/or district.
5. PRIVACY: If you are a school, district, or teacher, you acknowledge and agree that you are responsible for complying with COPPA,
meaning that you must obtain advance written consent from all parents or guardians whose children under 13 will be accessing the
website and services and you represent and warrant that you have obtained that consent. When obtaining consent, you must provide
parents and guardians with our Privacy Policy. You are to keep all consents on file and provide them to us if we request them.
6. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS. SELLER
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
b. SELLER MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR
RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION
AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SELLER OR THROUGH OR FROM THE SERVICE
SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
Some states do not allow certain limitations on warranties, so certain of the above limitations may not apply to you.
7. LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT SELLER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM THE USE OR INABILITY TO USE THIS SERVICE. IN ALL
INSTANCES, DAMAGES SHALL BE CAPPED AT ONE MONTH'S FEES.
8. SEVERABILITY: If any provision of this agreement is deemed invalid, illegal, or unenforceable, then that provision shall be deemed
severable from these terms and shall not affect the validity and enforceability of any remaining provisions of this Sales Contract, which
shall remain in full force and effect.
9. ARBITRATION: You agree that any dispute or claim you may have against Seller or any of its affiliated entities arising out of or related to
this Sales Contract or the use of Services must be submitted to arbitration, before a single arbitrator appointed by JAMS/Endispute and
conducted according to their rules in San Francisco, CA, USA, and that the determination of any such arbitrator shall be binding. The
courts located in San Francisco, CA, USA, have exclusive jurisdiction over any judicial proceedings related to this agreement, and you
waive any claim that such a court is an improper venue, inconvenient, or lacks jurisdiction over you.
10. GOVERNING LAW: The Sales Contract and the relationship between you and Seller are governed by the laws of the State of California
without regard to conflict of law provisions.
11. ENTIRE AGREEMENT: This Sales Contract, which incorporates the K12 Education Application License Agreement by reference, is the final
expression of the agreement between Purchaser and Seller and supersedes all prior representations, understandings, and agreements
between the Purchaser and Seller relating to its subject matter. This Sales Contract cannot be modified, amended, or changed except in
writing and signed by Seller.
Please contact Rosetta Stone with any questions regarding this sales contract:
Toll-free (855) 255-8800 | Direct (650) 372-4300 | E-mail orders@ixl.com
Completed sales contracts should be emailed to your sales consultant.
DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 4/21/2026
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
CONTACT
PRODUCER
NAME: Felicia McAroy
Marsh & McLennan Agency LLC PHONE FAX
Marsh & McLennan Ins Agency LLC (A/C, No, Ext): 925-482-9337 (A/C, No):
E-MAIL
1255 Treat Blvd #950 ADDRESS: CertificatesBA@MarshMMA.com
Walnut Creek CA 94597 INSURER(S) AFFORDING COVERAGE NAIC #
License#: 0H18131 INSURER A : Travelers Property Casualty Co of Amer 25674
IXLLEARNIN
INSURED INSURER B : Travelers Cas & Surety Co of America 31194
Rosetta Stone, LLC
INSURER C : Landmark American Insurance Company 33138
777 Mariners Island Blvd Ste 600
San Mateo, CA 94404 INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: 319519996 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
A X COMMERCIAL GENERAL LIABILITY Y Y 630C0523400 11/1/2025 11/1/2026 EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
CLAIMS-MADE X OCCUR PREMISES (Ea occurrence) $ 1,000,000
MED EXP (Any one person) $ 15,000
PERSONAL & ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
POLICY
PRO-
JECT
X LOC PRODUCTS - COMP/OP AGG $ 2,000,000
OTHER: $
B Y N COMBINED SINGLE LIMIT $ 1,000,000
AUTOMOBILE LIABILITY BAC0521800 11/1/2025 11/1/2026 (Ea accident)
X ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $
AUTOS ONLY AUTOS
NON-OWNED
X HIRED
AUTOS ONLY
X AUTOS ONLY
PROPERTY DAMAGE
(Per accident) $
$
A X UMBRELLA LIAB X OCCUR N N CUPC0524918 11/1/2025 11/1/2026 EACH OCCURRENCE $ 10,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000
DED RETENTION $ $
PER OTH-
A WORKERS COMPENSATION N UBC0521314 11/1/2025 11/1/2026 X STATUTE ER
AND EMPLOYERS' LIABILITY Y/N
ANYPROPRIETOR/PARTNER/EXECUTIVE
N E.L. EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000
C Professionial / Cyber Liability N N LHC871509 11/1/2025 11/1/2026 $5,000,000 Aggregate $5,000,000 Occur.
$25,000 Deductible
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
DeKalb County School District and DeKalb County Board of Education are included as Additional Insured (General Liability and Auto Liability), per the attached.
General Liability Waiver of Subrogation applies per the attached.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
DeKalb County School District and
the DeKalb County Board of Education
1701 Mountain Industrial Blvd. AUTHORIZED REPRESENTATIVE
Stone Mountain, GA 30083-0000
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
INSURED: Rosetta Stone, LLC
POLICY#: BAC0521800 POLICY PERIOD: 11/01/2025 TO: 11/01/2026
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any
injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover-
age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en-
dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.
A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF
B. BLANKET ADDITIONAL INSURED USE – INCREASED LIMIT
C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT
D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY
E. SUPPLEMENTARY PAYMENTS – INCREASED K. AIRBAGS
LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
F. HIRED AUTO – LIMITED WORLDWIDE COV- LOSS
ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION
G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS
PROVISIONS
A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that
The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured"
An Insured, of SECTION II – COVERED AUTOS under the Who Is An Insured provision contained
LIABILITY COVERAGE: in Section II.
Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO
ing the policy period over which you maintain 1. The following is added to Paragraph A.1.,
50% or more ownership interest and that is not Who Is An Insured, of SECTION II – COV-
separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE:
Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while
til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a
ganization or the end of the policy period, which- contract or agreement in an "employee's"
ever is earlier. name, with your permission, while performing
duties related to the conduct of your busi-
B. BLANKET ADDITIONAL INSURED ness.
The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5.,
Who Is An Insured, of SECTION II – COVERED Other Insurance, of SECTION IV – BUSI-
AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS:
Any person or organization who is required under b. For Hired Auto Physical Damage Cover-
a written contract or agreement between you and age, the following are deemed to be cov-
that person or organization, that is signed and ered "autos" you own:
executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire,
"property damage" occurs and that is in effect rent or borrow; and
during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by
tional insured is an "insured" for Covered Autos your "employee" under a contract in
Liability Coverage, but only for damages to which an "employee's" name, with your
CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL AUTO
permission, while performing duties (a) With respect to any claim made or "suit"
related to the conduct of your busi- brought outside the United States of
ness. America, the territories and possessions
However, any "auto" that is leased, hired, of the United States of America, Puerto
rented or borrowed with a driver is not a Rico and Canada:
covered "auto". (i) You must arrange to defend the "in-
D. EMPLOYEES AS INSURED sured" against, and investigate or set-
tle any such claim or "suit" and keep
The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac-
An Insured, of SECTION II – COVERED AUTOS tions.
LIABILITY COVERAGE:
(ii) Neither you nor any other involved
Any "employee" of yours is an "insured" while us- "insured" will make any settlement
ing a covered "auto" you don't own, hire or borrow without our consent.
in your business or your personal affairs.
(iii) We may, at our discretion, participate
E. SUPPLEMENTARY PAYMENTS – INCREASED in defending the "insured" against, or
LIMITS in the settlement of, any claim or
1. The following replaces Paragraph A.2.a.(2), "suit".
of SECTION II – COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for
ITY COVERAGE: sums that the "insured" legally must
(2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily
cluding bonds for related traffic law viola- injury" or "property damage" to which
tions) required because of an "accident" this insurance applies, that the "in-
we cover. We do not have to furnish sured" pays with our consent, but
these bonds. only up to the limit described in Para-
2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of
of SECTION II – COVERED AUTOS LIABIL- SECTION II – COVERED AUTOS
ITY COVERAGE: LIABILITY COVERAGE.
(4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for
"insured" at our request, including actual the reasonable expenses incurred
loss of earnings up to $500 a day be- with our consent for your investiga-
cause of time off from work. tion of such claims and your defense
of the "insured" against any such
F. HIRED AUTO – LIMITED WORLDWIDE COV- "suit", but only up to and included
ERAGE – INDEMNITY BASIS within the limit described in Para-
The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of
graph B.7., Policy Period, Coverage Territory, SECTION II – COVERED AUTOS
of SECTION IV – BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in
TIONS: addition to such limit. Our duty to
(5) Anywhere in the world, except any country or make such payments ends when we
jurisdiction while any trade sanction, em- have used up the applicable limit of
bargo, or similar regulation imposed by the insurance in payments for damages,
United States of America applies to and pro- settlements or defense expenses.
hibits the transaction of business with or (b) This insurance is excess over any valid
within such country or jurisdiction, for Cov- and collectible other insurance available
ered Autos Liability Coverage for any covered to the "insured" whether primary, excess,
"auto" that you lease, hire, rent or borrow contingent or on any other basis.
without a driver for a period of 30 days or less (c) This insurance is not a substitute for re-
and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any
or borrow from any of your "employees", country outside the United States, its ter-
partners (if you are a partnership), members ritories and possessions, Puerto Rico and
(if you are a limited liability company) or Canada.
members of their households.
Page 2 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL AUTO
You agree to maintain all required or (2) In or on your covered "auto".
compulsory insurance in any such coun- This coverage applies only in the event of a total
try up to the minimum limits required by theft of your covered "auto".
local law. Your failure to comply with No deductibles apply to this Personal Property
compulsory insurance requirements will coverage.
not invalidate the coverage afforded by
this policy, but we will only be liable to the K. AIRBAGS
same extent we would have been liable The following is added to Paragraph B.3., Exclu-
had you complied with the compulsory in- sions, of SECTION III – PHYSICAL DAMAGE
surance requirements. COVERAGE:
(d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or
ted or authorized insurer outside the more airbags in a covered "auto" you own that in-
United States of America, its territories flate due to a cause other than a cause of "loss"
and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but
ada. We assume no responsibility for the only:
furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre-
for compliance in any way with the laws hensive Coverage under this policy;
of other countries relating to insurance. b. The airbags are not covered under any war-
G. WAIVER OF DEDUCTIBLE – GLASS ranty; and
The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated.
ble, of SECTION III – PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any
COVERAGE: one "loss".
No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
glass damage if the glass is repaired rather than LOSS
replaced. The following is added to Paragraph A.2.a., of
H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF SECTION IV – BUSINESS AUTO CONDITIONS:
USE – INCREASED LIMIT Your duty to give us or our authorized representa-
The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap-
graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known
TION III – PHYSICAL DAMAGE COVERAGE: to:
However, the most we will pay for any expenses (a) You (if you are an individual);
for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership);
$750 for any one "accident". (c) A member (if you are a limited liability com-
I. PHYSICAL DAMAGE – TRANSPORTATION pany);
EXPENSES – INCREASED LIMIT (d) An executive officer, director or insurance
The following replaces the first sentence in Para- manager (if you are a corporation or other or-
graph A.4.a., Transportation Expenses, of ganization); or
SECTION III – PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no-
AGE: tice of the "accident" or "loss".
We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION
$1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer
curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us,
ered "auto" of the private passenger type. of SECTION IV – BUSINESS AUTO CONDI-
J. PERSONAL PROPERTY TIONS:
The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against
age Extensions, of SECTION III – PHYSICAL Others To Us
DAMAGE COVERAGE: We waive any right of recovery we may have
Personal Property against any person or organization to the ex-
tent required of you by a written contract
We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident"
parel and other personal property which is: or "loss", provided that the "accident" or "loss"
(1) Owned by an "insured"; and arises out of operations contemplated by
CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL AUTO
such contract. The waiver applies only to the The unintentional omission of, or unintentional
person or organization designated in such error in, any information given by you shall not
contract. prejudice your rights under this insurance. How-
N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col-
The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of
cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal.
SECTION IV – BUSINESS AUTO CONDITIONS:
Page 4 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
INSURED: Rosetta Stone, LLC POLICY #: 630C0523400
COMMERCIAL GENERAL LIABILITY
EFFECTIVE: 11/01/2025 TO: 11/01/2026
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
XTEND ENDORSEMENT FOR TECHNOLOGY
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any
injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general
coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to
determine rights, duties, and what is and is not covered.
A. Non-Owned Watercraft – 75 Feet Long Or Less I. Blanket Additional Insured – Mortgagees,
B. Who Is An Insured – Unnamed Subsidiaries Assignees, Successors Or Receivers
C. Who Is An Insured – Employees – Supervisory J. Blanket Additional Insured – Governmental
Positions Entities – Permits Or Authorizations Relating To
D. Who Is An Insured – Newly Acquired Or Formed Premises
Limited Liability Companies K. Blanket Additional Insured – Governmental
E. Who Is An Insured – Liability For Conduct Of Entities – Permits Or Authorizations Relating To
Unnamed Partnerships Or Joint Ventures Operations
F. Blanket Additional Insured – Persons Or L. Medical Payments – Increased Limit
Organizations For Your Ongoing Operations As M. Blanket Waiver Of Subrogation
Required By Written Contract Or Agreement
G. Blanket Additional Insured – Broad Form Vendors N. Contractual Liability – Railroads
H. Blanket Additional Insured – Controlling Interest O. Damage To Premises Rented To You
PROVISIONS
A. NON-OWNED WATERCRAFT – 75 FEET LONG is responsible for the use of a watercraft
OR LESS that you do not own that is:
1. The following replaces Paragraph (2) of (1) 75 feet long or less; and
Exclusion g., Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or
in Paragraph 2. of SECTION I – property for a charge.
COVERAGES – COVERAGE A – BODILY B. WHO IS AN INSURED – UNNAMED
INJURY AND PROPERTY DAMAGE SUBSIDIARIES
LIABILITY:
The following is added to SECTION II – WHO IS
(2) A watercraft you do not own that is: AN INSURED:
(a) 75 feet long or less; and Any of your subsidiaries, other than a partnership
(b) Not being used to carry any person or
or joint venture, that is not shown as a Named
property for a charge; Insured in the Declarations is a Named Insured if:
a. You are the sole owner of, or maintain an
2. The following replaces Paragraph 2.e. of ownership interest of more than 50% in, such
SECTION II – WHO IS AN INSURED: subsidiary on the first day of the policy period;
e. Any person or organization that, with your and
express or implied consent, either uses or b. Such subsidiary is not an insured under
similar other insurance.
CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
No such subsidiary is an insured for "bodily injury" organization in writing to us within
or "property damage" that occurred, or "personal 180 days after you acquire or form it;
and advertising injury" caused by an offense b. Coverage A does not apply to "bodily
committed: injury" or "property damage" that occurred
a. Before you maintained an ownership interest before you acquired or formed the
of more than 50% in such subsidiary; or organization; and
b. After the date, if any, during the policy period c. Coverage B does not apply to "personal
that you no longer maintain an ownership and advertising injury" arising out of an
interest of more than 50% in such subsidiary. offense committed before you acquired or
For purposes of Paragraph 1. of Section II – Who formed the organization.
Is An Insured, each such subsidiary will be For the purposes of Paragraph 1. of Section II
deemed to be designated in the Declarations as: – Who Is An Insured, each such organization
a. A limited liability company; will be deemed to be designated in the
Declarations as:
b. An organization other than a partnership, joint a. A limited liability company;
venture or limited liability company; or
b. An organization, other than a partnership,
c. A trust; joint venture or limited liability company;
as indicated in its name or the documents that or
govern its structure. c. A trust;
C. WHO IS AN INSURED – EMPLOYEES – as indicated in its name or the documents
SUPERVISORY POSITIONS that govern its structure.
The following is added to Paragraph 2.a.(1) of E. WHO IS AN INSURED – LIABILITY FOR
SECTION II – WHO IS AN INSURED: CONDUCT OF UNNAMED PARTNERSHIPS OR
Paragraphs (1)(a), (b) and (c) above do not apply JOINT VENTURES
to "bodily injury" to a co-"employee" while in the The following replaces the last paragraph of
course of the co-"employee's" employment by you SECTION II – WHO IS AN INSURED:
arising out of work by any of your "employees" No person or organization is an insured with
who hold a supervisory position. respect to the conduct of any current or past
D. WHO IS AN INSURED – NEWLY ACQUIRED partnership or joint venture that is not shown as a
OR FORMED LIMITED LIABILITY COMPANIES Named Insured in the Declarations. This
The following replaces Paragraph 3. of SECTION paragraph does not apply to any such partnership
II – WHO IS AN INSURED: or joint venture that otherwise qualifies as an
insured under Section II – Who Is An Insured.
3. Any organization you newly acquire or form, F. BLANKET ADDITIONAL INSURED – PERSONS
other than a partnership or joint venture, and OR ORGANIZATIONS FOR YOUR ONGOING
of which you are the sole owner or in which OPERATIONS AS REQUIRED BY WRITTEN
you maintain an ownership interest of more CONTRACT OR AGREEMENT
than 50%, will qualify as a Named Insured if
there is no other similar insurance available to The following is added to SECTION II – WHO IS
that organization. However: AN INSURED:
a. Coverage under this provision is afforded Any person or organization that is not otherwise
only: an insured under this Coverage Part and that you
(1) Until the 180th day after you acquire have agreed in a written contract or agreement to
or form the organization or the end of include as an additional insured on this Coverage
the policy period, whichever is earlier, Part is an insured, but only with respect to liability
if you do not report such organization for "bodily injury" or "property damage" that:
in writing to us within 180 days after a. Occurs subsequent to the signing of that
you acquire or form it; or contract or agreement; and
(2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or
when that date is later than 180 days omissions in the performance of your ongoing
after you acquire or form such operations to which that contract or
organization, if you report such
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COMMERCIAL GENERAL LIABILITY
agreement applies or the acts or omissions of performed at such vendor's premises in
any person or organization performing such connection with the sale of "your
operations on your behalf. products"; or
The limits of insurance provided to such insured (6) "Your products" that, after distribution or
will be the minimum limits that you agreed to sale by you, have been labeled or
provide in the written contract or agreement, or relabeled or used as a container, part or
the limits shown in the Declarations, whichever ingredient of any other thing or substance
are less. by or on behalf of such vendor.
G. BLANKET ADDITIONAL INSURED – BROAD Coverage under this provision does not apply to:
FORM VENDORS
a. Any person or organization from whom you
The following is added to SECTION II – WHO IS have acquired "your products", or any
AN INSURED: ingredient, part or container entering into,
Any person or organization that is a vendor and accompanying or containing such products;
that you have agreed in a written contract or or
agreement to include as an additional insured on b. Any vendor for which coverage as an
this Coverage Part is an insured, but only with additional insured specifically is scheduled by
respect to liability for "bodily injury" or "property endorsement.
damage" that:
a. Occurs subsequent to the signing of that H. BLANKET ADDITIONAL INSURED –
contract or agreement; and CONTROLLING INTEREST
b. Arises out of "your products" that are 1. The following is added to SECTION II – WHO
distributed or sold in the regular course of IS AN INSURED:
such vendor's business. Any person or organization that has financial
The insurance provided to such vendor is subject control of you is an insured with respect to
to the following provisions: liability for "bodily injury", "property damage"
or "personal and advertising injury" that arises
a. The limits of insurance provided to such out of:
vendor will be the minimum limits that you a. Such financial control; or
agreed to provide in the written contract or
agreement, or the limits shown in the b. Such person's or organization's
Declarations, whichever are less. ownership, maintenance or use of
b. The insurance provided to such vendor does
premises leased to or occupied by you.
not apply to: The insurance provided to such person or
organization does not apply to structural
(1) Any express warranty not authorized by alterations, new construction or demolition
you or any distribution or sale for a operations performed by or on behalf of such
purpose not authorized by you; person or organization.
(2) Any change in "your products" made by 2. The following is added to Paragraph 4. of
such vendor; SECTION II – WHO IS AN INSURED:
(3) Repackaging, unless unpacked solely for This paragraph does not apply to any
the purpose of inspection, demonstration, premises owner, manager or lessor that has
testing, or the substitution of parts under financial control of you.
instructions from the manufacturer, and I. BLANKET ADDITIONAL INSURED –
then repackaged in the original container; MORTGAGEES, ASSIGNEES, SUCCESSORS
(4) Any failure to make such inspections, OR RECEIVERS
adjustments, tests or servicing as The following is added to SECTION II – WHO IS
vendors agree to perform or normally AN INSURED:
undertake to perform in the regular
course of business, in connection with the Any person or organization that is a mortgagee,
distribution or sale of "your products"; assignee, successor or receiver and that you
have agreed in a written contract or agreement to
(5) Demonstration, installation, servicing or include as an additional insured on this Coverage
repair operations, except such operations Part is an insured, but only with respect to its
CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5
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COMMERCIAL GENERAL LIABILITY
liability as mortgagee, assignee, successor or construction, erection or removal of any of the
receiver for "bodily injury", "property damage" or following for which that governmental entity has
"personal and advertising injury" that: issued such permit or authorization: advertising
a. Is "bodily injury" or "property damage" that signs, awnings, canopies, cellar entrances, coal
occurs, or is "personal and advertising injury" holes, driveways, manholes, marquees, hoist
caused by an offense that is committed, away openings, sidewalk vaults, elevators, street
subsequent to the signing of that contract or banners or decorations.
agreement; and K. BLANKET ADDITIONAL INSURED –
b. Arises out of the ownership, maintenance or GOVERNMENTAL ENTITIES – PERMITS OR
use of the premises for which that mortgagee, AUTHORIZATIONS RELATING TO OPER-
assignee, successor or receiver is required ATIONS
under that contract or agreement to be The following is added to SECTION II – WHO IS
included as an additional insured on this AN INSURED:
Coverage Part. Any governmental entity that has issued a permit
The insurance provided to such mortgagee, or authorization with respect to operations
assignee, successor or receiver is subject to the performed by you or on your behalf and that you
following provisions: are required by any ordinance, law, building code
a. The limits of insurance provided to such or written contract or agreement to include as an
mortgagee, assignee, successor or receiver additional insured on this Coverage Part is an
will be the minimum limits that you agreed to insured, but only with respect to liability for "bodily
provide in the written contract or agreement, injury", "property damage" or "personal and
or the limits shown in the Declarations, advertising injury" arising out of such operations.
whichever are less. The insurance provided to such governmental
b. The insurance provided to such person or entity does not apply to:
organization does not apply to: a. Any "bodily injury", "property damage" or
(1) Any "bodily injury" or "property damage" "personal and advertising injury" arising out of
that occurs, or any "personal and operations performed for the governmental
advertising injury" caused by an offense entity; or
that is committed, after such contract or b. Any "bodily injury" or "property damage"
agreement is no longer in effect; or included in the "products-completed
(2) Any "bodily injury", "property damage" or operations hazard".
"personal and advertising injury" arising L. MEDICAL PAYMENTS – INCREASED LIMIT
out of any structural alterations, new The following replaces Paragraph 7. of SECTION
construction or demolition operations III – LIMITS OF INSURANCE:
performed by or on behalf of such
mortgagee, assignee, successor or 7. Subject to Paragraph 5. above, the Medical
receiver. Expense Limit is the most we will pay under
Coverage C for all medical expenses
J. BLANKET ADDITIONAL INSURED – because of "bodily injury" sustained by any
GOVERNMENTAL ENTITIES – PERMITS OR one person, and will be the higher of:
AUTHORIZATIONS RELATING TO PREMISES
a. $10,000; or
The following is added to SECTION II – WHO IS
AN INSURED: b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Any governmental entity that has issued a permit Limit.
or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and M. BLANKET WAIVER OF SUBROGATION
that you are required by any ordinance, law, The following is added to Paragraph 8., Transfer
building code or written contract or agreement to Of Rights Of Recovery Against Others To Us,
include as an additional insured on this Coverage of SECTION IV – COMMERCIAL GENERAL
Part is an insured, but only with respect to liability LIABILITY CONDITIONS:
for "bodily injury", "property damage" or "personal If the insured has agreed in a contract or
and advertising injury" arising out of the agreement to waive that insured's right of
existence, ownership, use, maintenance, repair, recovery against any person or organization, we
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COMMERCIAL GENERAL LIABILITY
waive our right of recovery against such person or 2. Paragraph f.(1) of the definition of "insured
organization, but only for payments we make contract" in the DEFINITIONS Section is
because of: deleted.
a. "Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU
occurs; or The following replaces the definition of "premises
b. "Personal and advertising injury" caused by damage" in the DEFINITIONS Section:
an offense that is committed; "Premises damage" means "property damage" to:
subsequent to the execution of the contract or a. Any premises while rented to you or
agreement. temporarily occupied by you with permission
N. CONTRACTUAL LIABILITY – RAILROADS of the owner; or
1. The following replaces Paragraph c. of the b. The contents of any premises while such
definition of "insured contract" in the premises is rented to you, if you rent such
DEFINITIONS Section: premises for a period of seven or fewer
c. Any easement or license agreement; consecutive days.
CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5
Includes copyrighted material of Insurance Services Office, Inc. with its permission.