Common use of Agreement Exceptions/Deviations Explanation Clause in Contracts

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Exceptions: 1. In the event of a conflict between the Contract, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will govern. 2. Neither Vendor nor Cooperative Member shall be liable to the other for any indirect, special, consequential, incidental or exemplary damages or losses of any kind, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financing. This waiver shall survive completion or termination of all Purchase Orders and the Contract. 3. A schedule for completion of the services to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance in the event of delays caused by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to the contract time and contract sum. 4. Vendor agrees to indemnify, defend and hold Cooperative Member harmless from and against all liability and claims for loss of or damage to tangible property or claims for injuries to or death of any persons, but only to the extent such loss, damage or claim is caused by the fault or negligent acts or omissions of Vendor arising out of or in connection with the services provided by Vendor, its subcontractors or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation shall not extend to any loss or damage caused by the Cooperative Member or anyone for whom the Cooperative Member is legally responsible. 5. Vendor warrants against loss or damage from any defect in materials or workmanship furnished under a Purchase Order for a period of one (1) year from the date of substantial completion of Vendor’s work under such Purchase Order. The exclusive remedy for defective work shall be repair or replacement of such work for a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided by Vendor and not otherwise provided for by the General Terms and Conditions shall be established by mutual agreement of the parties prior to commencement of Vendor’s performance obligations pursuant to a Purchase Order.

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Exceptions: 1. In the event of a conflict between the Contract, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will govern. 2. Neither Vendor nor Cooperative Member shall be liable to the other for any indirect, special, consequential, incidental or exemplary damages or losses of any kind, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financing. This waiver shall survive completion or termination of all Purchase Orders and the Contract. 3. A schedule for completion of the services to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance in the event of delays caused by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to the contract time and contract sum. 4. Vendor agrees to indemnify, defend and hold Cooperative Member harmless from and against all liability and claims for loss of or damage to tangible property or claims for injuries to or death of any persons, but only to the extent such loss, damage or claim is caused by the fault or negligent acts or omissions of Vendor arising out of or in connection with the services provided by Vendor, its subcontractors or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation shall not extend to any loss or damage caused by the Cooperative Member or anyone for whom the Cooperative Member is legally responsible. 5. Vendor warrants against loss or damage from any defect in materials or workmanship furnished under a Purchase Order for a period of one (1) year from the date of substantial completion of Vendor’s work under such Purchase Order. The exclusive remedy for defective work shall be repair or replacement of such work for a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided by Vendor and not otherwise provided for by the General Terms and Conditions shall be established by mutual agreement of the parties prior to commencement of Vendor’s performance obligations pursuant to a Purchase Order.. REFERENCES Landscapes Unlimited, LLC Please provide three (3) references, preferably from school districts or other governmental entities who have used your services within the last three years. Additional references may be required. DO NOT INCLUDE TIPS EMPLOYEES AS A REFERENCE. Please verify your references are current and valid, as they are a SIGNIFICANT required evaluation component of the evaluation process, and the evaluation cannot be completed without responses from these references when we contact them. You may provide more than three (3) references. Entity Name Contact Person VALID EMAIL IS REQUIRED Phone Xx Xxxxxx Ballpark Xxxxx Xxxxxxxx xxxxxxxxx@xxxxxxxxxxxxxx.xxx xxxxx.xxxxx@xxxxxxxxx.xxx x.xxxxxx@xxx.xxx 972−292−5103 Texas Rangers Golf Club Brick Xxxxx 682−472−7145 Texas Christian University Xxxxxx Xxxxxx 817−257−6467 TIPS RFP # 200201

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor Blackboard understands the intent Agreement language, all such deviations must be listed on of this RFP to result in an award of a this attribute, with complete and detailed conditions and cooperative purchasing agreement information included. TIPS will consider any deviations in therefore, if awarded the business its proposal award decisions, and TIPS reserves the right pursuant to this RFP, Blackboard to accept or reject any proposal based upon any deviations looks forward to negotiating mutually indicated below. In the absence of any deviation entry on agreeable terms with TIPS based this attribute, the proposer assures TIPS of their full upon our standard cooperative compliance with the Vendor Agreement. Exceptions: 1purchasing agreement terms. In The terms will outline the event obligations between TIPS and Blackboard such as pricing, administrative fees (if any), and the process by which a member procures the relevant product/service. When a member of TIPS wishes to procure Blackboard’s products/services via this RFP award, it will be a direct agreement between Blackboard and the member based upon Blackboard’s standard licensing terms. However, if TIPS desires to negotiate standard licensing terms on behalf of their members, then such terms would be based on the following xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/black which are material to the use of the Blackboard product/services. 81 Felony Conviction Notice Texas Education Code, Section 44.034, Notification of B. Firm not owned nor operated by Criminal History, Subsection (a), states “a person or felon; per above business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a conflict between the Contract, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will governfelony. 2. Neither Vendor nor Cooperative Member shall be liable to the other for any indirect, special, consequential, incidental or exemplary damages or losses of any kind, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financing. This waiver shall survive completion or termination of all Purchase Orders and the Contract. 3. A schedule for completion The notice must include a general description of the services to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance conduct resulting in the event conviction of delays caused a felony.” Subsection (b) states “a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to Subsection (a) or misrepresented the contract time and contract sum. 4. Vendor agrees to indemnify, defend and hold Cooperative Member harmless from and against all liability and claims for loss of or damage to tangible property or claims for injuries to or death of any persons, but only to conduct resulting in the extent such loss, damage or claim is caused by the fault or negligent acts or omissions of Vendor arising out of or in connection with the services provided by Vendor, its subcontractors or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation shall not extend to any loss or damage caused by the Cooperative Member or anyone for whom the Cooperative Member is legally responsible. 5. Vendor warrants against loss or damage from any defect in materials or workmanship furnished under a Purchase Order for a period of one (1) year from the date of substantial completion of Vendor’s work under such Purchase Order. The exclusive remedy for defective work shall be repair or replacement of such work for a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided by Vendor and not otherwise provided for by the General Terms and Conditions shall be established by mutual agreement of the parties prior to commencement of Vendor’s performance obligations pursuant to a Purchase Orderconviction.

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Exceptions: 1Assignment- Toshiba agrees with this provision and for clarity, notifies TIPS that leases entered into under the TIPS Agreement may be assigned to Toshiba Financial Services. In Payments – Member payments may be made to Toshiba Financial Services for leases entered into under the event of a conflict between the Contract, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will governTIPS Agreement. 2. Neither Vendor nor Cooperative Member shall be liable Please make changes to the other for any indirect, special, consequential, incidental or exemplary damages or losses of any kind, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financing. This waiver shall survive completion or termination of all Purchase Orders Indemnity clause and the Contract. 3. A schedule for completion of the services revise so as to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance in the event of delays caused by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to the contract time and contract sum. 4. read as indicated below: The Vendor agrees to indemnify, defend indemnify and hold Cooperative Member harmless and defend TIPS, TIPS Member(s), officers and employees from and against all liability claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees except to the extent that such costs, expenses, damages, injury or loss are caused by the negligence or willful misconduct of TIPS, TIPS Members or employees and to the extent permitted by the Constitution and Laws of the State of Texas. Vendor further agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees, from and against all claims for loss of or damage to tangible property or claims and suits by third parties for injuries (including death) to an officer, employee, agent, subcontractors, supplier or death equipment lessee of any personsthe Vendor, but only arising out of, or resulting from, Vendor’s work under this Agreement except to the extent such loss, damage claims or claim is suits are arising out of or caused by the fault negligence or willful misconduct of TIPS, TIPS Members, officers or employees and to the extent permitted by the Constitution and Laws of the State of Texas. (REMOVE ALL OF THE FOLLOWING LANGUAGE)whether or not such claims are based in part upon the negligent acts or omissions of Vendor arising out of the TIPS, TIPS Member(s), officers, employees, or in connection with the services provided by Vendor, its subcontractors or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation shall not extend to any loss or damage caused by the Cooperative Member or anyone for whom the Cooperative Member is legally responsible. 5. Vendor warrants against loss or damage from any defect in materials or workmanship furnished under a Purchase Order for a period of one (1) year from the date of substantial completion of Vendor’s work under such Purchase Order. The exclusive remedy for defective work shall be repair or replacement of such work for a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided by Vendor and not otherwise provided for by the General Terms and Conditions shall be established by mutual agreement of the parties prior to commencement of Vendor’s performance obligations pursuant to a Purchase Orderagents.

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor In addition to the PowerSchool Agreement language, all such deviations must be listed on Agreement, PowerSchool would like this attribute, with complete and detailed conditions and to address the following specific information included. TIPS will consider any deviations in terms included in Customer’s RFP, its proposal award decisions, and TIPS reserves the right which PowerSchool may incur some to accept or reject any proposal based upon any deviations difficultly in amending to indicated below. In the absence of any deviation entry on accommodate Customer; however, this attribute, the proposer assures TIPS of their full as noted above, all terms and compliance with the Vendor Agreement. Exceptions: 1. In the event of a conflict between the Contract, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will govern. 2. Neither Vendor nor Cooperative Member shall be liable are still subject to the other for any indirect, special, consequential, incidental or exemplary damages or losses of any kind, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financing. This waiver shall survive completion or termination of all Purchase Orders and the Contract. 3. A schedule for completion of the services to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance in the event of delays caused by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to the contract time and contract sum. 4. Vendor agrees to indemnify, defend and hold Cooperative Member harmless from and against all liability and claims for loss of or damage to tangible property or claims for injuries to or death of any persons, but only to the extent such loss, damage or claim is caused by the fault or negligent acts or omissions of Vendor arising out of or in connection with the services provided by Vendor, its subcontractors or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation shall not extend to any loss or damage caused by the Cooperative Member or anyone for whom the Cooperative Member is legally responsible. 5. Vendor warrants against loss or damage from any defect in materials or workmanship furnished under a Purchase Order for a period of one (1) year from the date of substantial completion of Vendor’s work under such Purchase Order. The exclusive remedy for defective work shall be repair or replacement of such work for a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided by Vendor and not otherwise provided for by the General Terms and Conditions shall be established by mutual agreement of the parties upon contract award and can be discussed in good faith at that time: PowerSchool requests the right to assign, transfer, convey, or otherwise dispose of any resulting Agreement or its rights, title or interest in the Agreement without the Customer’s prior written consent in the event of a sale, merger, acquisition and/or transfer of control of all or substantially all assets related to the Agreement to ensure that PowerSchool can comply with any and all potential confidentiality terms and/or conditions set forth in said conveyance of PowerSchool. PowerSchool proposes limiting the indemnification to the extent that losses and/or damages incurred by the Customer are caused by a claim that PowerSchool has infringed upon the intellectual property of another in providing PowerSchool’s products or services to the Customer, as this is typically the primary concern for most of PowerSchool’s customers utilizing PowerSchool's products and services. PowerSchool requests to reserve the right to recover losses resulting from any delay, amendment, modification, breach, and/or termination of the Agreement by the Customer, and as such, Customer may not be subject to a provision that limits Customer’s ultimate liability under the Agreement. PowerSchool does not typically agree to cooperative purchasing options, the disclosure of the pricing of any other customer, and/or guarantee a pricing model that will equate to any other PowerSchool customer. If this proposal provides for the use by a third party of PowerSchool’s products and services, PowerSchool understands that any such third party contract will include terms and conditions acceptable to PowerSchool prior to commencement the third party use. The prices proposed are effective for the duration stated in the Quote document included with the submission. Please note that references by PowerSchool to enhancements, improvements, new releases, or other functional and/or technical items that are not available in general release as of Vendorthe date of this proposal (“Future Functionality”) do not represent commitments on the part of PowerSchool that it will develop or deliver any such items. Accordingly, PowerSchool does not include in its agreements with customers any commitments or obligations relating to the development or delivery of specific Future Functionality. Line Items Response Total: $0.00 REFERENCES Please provide three (3) references, preferably from school districts or other governmental entities who have used your services within the last three years. Additional references may be required. DO NOT INCLUDE TIPS EMPLOYEES AS A REFERENCE. You may provide more than three (3) references. Entity Name Contact Person Email Phone Katy Independent School District Xxxxx Xxxxxxxx xxxxxxxxxxxxxx@xxxxxxx.xxx (000)000-0000 Denton Independent School District Xxxxxxxx Xxxxxxxxx xxxxxxxxxx@xxxxxxxxx.xxx (000)000-0000 Xxxxxx Independent School District Xxxxxx Xxxxxxx xxxxxx.xxxxxxx@xxxxxxxxx.xxx (000)000-0000 DocuSign Envelope ID: 57C68971-6D66-4096-86E5-EFF7B0CB0CA7 Texas Government Code 2270 Verification Form Texas 2017 House Xxxx 89 has been signed into law by the governor and as of September 1, 2017 will become law codified as Texas Government Code § 2270 and 808 et seq. The relevant section addressed by this form reads as follows: Texas Government Code Sec. 2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Xxxx Xxxxxxxxx I, as an authorized representative of PowerSchool Group LLC , a contractor engaged by Insert Name of Company ESC Region 8/The Interlocal Purchasing System (TIPS) 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxx, XX,00000 verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above- named Texas governmental entity in the future. I further affirm that if our company’s performance obligations pursuant position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company’s failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity. AND our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at xxxxx://xxxxxxxxxxx.xxxxx.xxx/purchasing/docs/foreign- terrorist.pdf I swear and affirm that the above is true and correct. 10/2/2017 Signature of Named Authorized Company Representative Date San Mateo Union High School District Earns High Grades with PowerSchool Registration AT A GLANCE CHALLENGE: Paper-intensive registration process, information accessibility hurdles, integration issues with SIS DECISION: PowerSchool Registration The San Mateo Union High School District, located in the heart of Silicon Valley, is comprised of seven public high schools, a Purchase Orderspecial middle college program, and a continuation school. The district serves 8,300 students from six cities, and each year adds approximately 2,300 new students who are entering high school. Collecting and maintaining accurate registration information, with hundreds of data elements for each student, is a major challenge. “All of our parents—all 8,300 of them—access [PowerSchool Registration] every year. Parents are delighted with [it]… We’ve saved a huge amount of hours in manual labor, but I think what is more important is the data accuracy over the last two years has really increased. We now trust the data that’s in our system.” –KindyLee Mackumal, Director of Attendance and Welfare San Mateo Union High School District RESULTS: Reduced time spent on entire registration process to one hour. Improved data accuracy. Ability to meet new compliance requirements quickly and efficiently. The Challenge In the past, the district’s annual census of returning students was done at each school site and required a lot of paper-intensive documents, which school personnel had to enter into the district’s student information system (Eagle Software’s Aeries®). San Mateo also had a large number of new student registration forms that needed to be completed. There was so much data collected that school personnel were unable to hand-enter all the data into Aeries. Sophie Tsazhres, Data Control Analyst, says, “We also collect information that does not go into Aeries, such as Student Acceptable Use Policy and Liability Releases. This information also needed to be easily accessible, and we could not have achieved that without [PowerSchool Registration].” CASE STUDY: SAN MATEO UNION HIGH SCHOOL DISTRICT 1 The Solution To work effectively in this challenging environment, the San Mateo District turned to PowerSchool and its customized online registration system. Their goal was to have parents access the system directly, while also augmenting the Aeries system by capturing the unique data elements collected. Luckily, PowerSchool Registration seamlessly integrates with the Aeries SIS, providing clients with an on demand feed of information between the systems, and a flexible front-end that can be tailored to any school district’s data collection and business process needs. The Result KindyLee Mackamul, San Mateo’s Director of Attendance and Welfare says, “We now use [PowerSchool Registration] for the enrollment of all new students coming into the district. Parents can walk into our office and get out in about 10 to 12 minutes after we verify all their residency and other documents. They then can go home and, at their leisure, access the system themselves and fill out the rest of the information through the [PowerSchool Registration] online forms.” “For returning students, parents go into [PowerSchool Registration] and update their student’s contact information, medical records, and sign-off on all required authorizations. Policy dictates that they complete the census before students are allowed to get a class schedule.” “All of our parents—all 8,300 of them—access [PowerSchool Registration] every year. Parents are delighted with [PowerSchool Registration]. They’re very comfortable with it. KindyLee goes on to say, “Last year I couldn’t fathom how [PowerSchool Registration] could get any better than what it was. And yet, this year it was so smooth and so easy that I don’t think I spent more than an hour on the whole process because I’ve got all of our staff so comfortable with it that they are more able to do their jobs.” KindyLee continues, “We’ve saved a huge amount of hours in manual labor, but I think what is more important is the data accuracy over the last two years—especially of the information that’s actually in Aeries— has really increased. We now trust the data that’s in our system.” KindyLee and Sophie are equally impressed with PowerSchool Registration’s support personnel. Says Sophie, “Every year the state adds more requirements that require us to gather more detailed student information. Every time I call the [PowerSchool Registration] team to add new information, they’re always very, very fast. [They] will accommodate me for anything I need. Our relationship is absolutely great and they are there for me all the time. I have some questions sometimes and they respond right away, very professionally, very polite. Everything is very positive.” KindyLee says “I’ll give you an example. Our [PowerSchool Registration] system right now is offered in English and Spanish. We just recently came under a compliance review and were given an urgent requirement to add Chinese as a third language. It was amazing how quickly [PowerSchool] was able to respond to that request. They worked very closely with us to provide the new language option.” “It’s that type of response where they weren’t afraid of the challenge. They were more than willing to work with us to help us resolve an issue that arose out of the blue.” Both Sophie and KindyLee agree that PowerSchool Registration has changed the registration process for the District to the degree that both parents and administrators are highly pleased—not to mention the school employees that are no longer tied to data entry. Says Sophie: “In these times with all the pressure on schools to carefully watch their resources, [PowerSchool Registration] is one big positive step in the right direction.” About PowerSchool PowerSchool is the #1 leading education technology platform for K-12, serving more than 24.5 million students, 43 million parents, and 57 million users in over 70 countries around the world. We provide the industry’s first Unified Classroom experience with best-in-class, secure, and compliant online solutions, including registration and school choice, student information systems, learning management and classroom collaboration, assessment, analytics, and special education management. We empower teachers and drive student growth through innovative digital classroom capabilities, and we engage families through real-time communications across any device. Visit xxx.xxxxxxxxxxx.xxx to learn more. xxx.XxxxxXxxxxx.xxx 000-000-0000 2 CASE STUDY: SAN MATEO UNION HIGH SCHOOL DISTRICT

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Exceptions: 1Assignment- Toshiba agrees with this provision and for clarity, notifies TIPS that leases entered into under the TIPS Agreement may be assigned to Toshiba Financial Services. In Payments – Member payments may be made to Toshiba Financial Services for leases entered into under the event of a conflict between the Contract, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will governTIPS Agreement. 2. Neither Vendor nor Cooperative Member shall be liable Please make changes to the other for any indirect, special, consequential, incidental or exemplary damages or losses of any kind, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financing. This waiver shall survive completion or termination of all Purchase Orders Indemnity clause and the Contract. 3. A schedule for completion of the services revise so as to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance in the event of delays caused by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to the contract time and contract sum. 4. read as indicated below: The Vendor agrees to indemnify, defend indemnify and hold Cooperative Member harmless and defend TIPS, TIPS Member(s), officers and employees from and against all liability claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees except to the extent that such costs, expenses, damages, injury or loss are caused by the negligence or willful misconduct of TIPS, TIPS Members or employees and to the extent permitted by the Constitution and Laws of the State of Texas. Vendor further agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees, from and against all claims for loss of or damage to tangible property or claims and suits by third parties for injuries (including death) to an officer, employee, agent, subcontractors, supplier or death equipment lessee of any personsthe Vendor, but only arising out of, or resulting from, Vendor’s work under this Agreement except to the extent such loss, damage claims or claim is suits are arising out of or caused by the fault negligence or willful misconduct of TIPS, TIPS Members, officers or employees and to the extent permitted by the Constitution and Laws of the State of Texas. (remove all of the following):whether or not such claims are based in part upon the negligent acts or omissions of Vendor arising out of the TIPS, TIPS Member(s), officers, employees, or in connection with the services provided by Vendor, its subcontractors or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation shall not extend to any loss or damage caused by the Cooperative Member or anyone for whom the Cooperative Member is legally responsible. 5. Vendor warrants against loss or damage from any defect in materials or workmanship furnished under a Purchase Order for a period of one (1) year from the date of substantial completion of Vendor’s work under such Purchase Order. The exclusive remedy for defective work shall be repair or replacement of such work for a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided by Vendor and not otherwise provided for by the General Terms and Conditions shall be established by mutual agreement of the parties prior to commencement of Vendor’s performance obligations pursuant to a Purchase Orderagents.

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor Page 5, Miscellaneous: Please Agreement language, all such deviations must be listed on amend to “… may be removed from this attribute, with complete and detailed conditions and the participation in the Program with information included. TIPS will consider any deviations in or without cause with a thirty-day its proposal award decisions, and TIPS reserves the right written notice” to match the to accept or reject any proposal based upon any deviations Termination for Convenience indicated below. In the absence of any deviation entry on clause. this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. ExceptionsPage 8, Audit Rights: 1Joy Systems maintains confidential agreements with many of its customers and suppliers. In As such, we wish to clarify that audit rights are limited to items directly related to actual purchases & sales by TIPS Members under this Agreement, and not any other Joy Systems customers, suppliers, or other partners. Accordingly, please amend this section as follows: “Awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the event right to audit the accounting for a period of a conflict between three (3) years from the Contract, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will governtime such purchases are made. 2. Neither Vendor nor Cooperative Member This audit right shall be liable limited to the other for any indirectthose documents and transactions (catalogs, specialprice lists, consequentialpurchase orders, incidental or exemplary damages or losses invoices, credit memos, bills of any kindlading, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financingand payments) between TIPS Member(s) and Vendor. This waiver audit right shall survive completion or termination of all Purchase Orders and the Contract. 3. A schedule for completion of the services to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance in the event of delays caused by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to the contract time and contract sum. 4. Vendor agrees to indemnify, defend and hold Cooperative Member harmless from and against all liability and claims for loss of or damage to tangible property or claims for injuries to or death of any persons, but only to the extent such loss, damage or claim is caused by the fault or negligent acts or omissions of Vendor arising out of or in connection with the services provided by Vendor, its subcontractors or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation shall not extend to any loss or damage caused by the Cooperative Member or anyone for whom the Cooperative Member is legally responsible. 5. Vendor warrants against loss or damage from any defect in materials or workmanship furnished under a Purchase Order this Agreement for a period of one (1) year from the effective date of substantial completion termination. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct random audits of Awarded Vendor’s work pricing that is offered to TIPS Members. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under such Purchase Orderthis agreement, TIPS shall have the ability to conduct the audit internally or or may engage a third-party auditing firm. The exclusive remedy for defective work In the event of an audit, the requested materials shall be repair provided in the format designated by Region 8 ESC or replacement of such work for TIPS and at a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided location mutually agreed upon by Vendor and Region 8 ESC or TIPS.” 85 Texas Business and Commerce Code § 272 SB 807 prohibits construction contracts to have provisions (No Response Required) Requirements as of 9-1-2017 requiring the contract to be subject to the laws of another state, to be required to litigate the contract in another state, or to require arbitration in another state. A contract with such provisions is voidable. Under this new statute, a “construction contract” includes contracts, subcontracts, or agreements with (among others) architects, engineers, contractors, construction managers, equipment lessors, or materials suppliers. “Construction contracts” are for the design, construction, alteration, renovation, remodeling, or repair of any building or improvement to real property, or for furnishing materials or equipment for the project. The term also includes moving, demolition, or excavation. BY RESPONDING TO THIS SOLICITATION, AND WHEN APPLICABLE, THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS AND COMMERCE CODE § 272 WHEN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS GOVERNMENT ENTITIES. Line Items Response Total: $0.00 Joy Systems Limited Warranty Statement and Technical Support Guide Limited Warranty for Qualified Education and Government Customers Joy Systems provides a warranty with technical support to the original end-user (purchaser), excluding accessories. The Joy Systems warranty ensures the product will be free of defects related to materials and/or workmanship from the date of shipment. The Joy Systems warranty will cover costs related to parts, labor and shipping that are associated with the in- house repair of the defective hardware. Accidental damage is not otherwise provided for covered under the warranty and all damage caused by the General Terms end-user will void the warranty. The warranty applies to the original end-user(s) within the contiguous United States (excluding AK, HI, PR, and Conditions shall US territories). All warranty replacements will be established shipped using FEDEX GROUND, UPS GROUND, or USPS FIRST CLASS MAIL with no exceptions. The warranty term for qualified education and government customers is as follows: - Desktop computers shipped with Microsoft Windows: 3 years from date of shipment - Laptop computers shipped with Microsoft Windows: 1 year from date of shipment - Other computers, monitors, tablets, and accessories: 90 days from date of shipment All warranty services will be performed at the Joy Systems Service Center located at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, XXX. For warranty service and other technical support, please contact xxxxxxx@xxxxxxxxxx.xxx or call 877-JOY-8808. Product(s) cannot be returned for credit or refunds without prior authorization. Joy Systems will not provide reimbursements for unauthorized third party repairs. The Joy Systems warranty is NOT TRANSFERABLE. Please retain all packing materials including the box as they will be required to ship the computer to Joy Systems for warranty service. Computers shipped to Joy Systems by mutual agreement the original end-user with inadequate packaging will be deemed potentially damaged and may restrict warranty support for the product(s). Any parts or upgrades installed by the customer which were not included with the computer at the time of purchase must be removed prior to returning the computer to Joy Systems. If any such unauthorized third party parts are returned with a computer for warranty service, Joy Systems will not be responsible for replacing or repairing these parts if they are lost, damaged, or defective. Joy Systems is not responsible for any user data on a computer being returned for warranty service. In the event that the user’s data is lost, Joy Systems will not be liable. It is the responsibility of the parties prior user to commencement make regular backups of Vendor’s performance obligations pursuant to a Purchase Orderimportant data.

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Exceptions: 1. In To the event of a conflict between the Contractextent permitted by law, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will govern. 2. Neither Vendor nor Cooperative Member shall be liable to the other for any indirect, special, consequential, incidental or exemplary damages or losses of any kind, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financing. This waiver shall survive completion or termination of all Purchase Orders and the Contract. 3. A schedule for completion of the services to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance in the event of delays caused by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to the contract time and contract sum. 4. The Vendor agrees to indemnify, defend indemnify and hold Cooperative Member harmless and defend TIPS, TIPS Member(s), officers and employees from and against all liability claims and suits by third parties provided that any such claims for loss of and suits are attributable to bodily injury, sickness, disease or death, or damage to tangible property (excluding incidental, consequential or claims special damages), which is caused in whole or in part by a defect in the design, material or workmanship of Vendor’s products or any portion thereof for damages, injuries to or death of any personspersons (including death), but only to the extent such lossproperty damages, damage or claim is caused by the fault or negligent acts or omissions of Vendor losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in connection with part, upon allegations of negligent or intentional acts on the services provided by part of the Vendor, its subcontractors officers, employees, agents, subcontractors, licensees, or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation invitees. Parties found liable shall not extend to any loss or damage caused pay their proportionate share of damages as agreed by the Cooperative parties or as ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any dispute resulting in litigation TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR THEIR PARENT, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF PROFITS REGARDLESS OF THE CAUSE OF ACTION OR THE BASIS OF THE CLAIM AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES OR REMEDIES TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT, EACH PARTY’S AND ITS PARENT’S, AFFILIATES’ AND SUPPLIERS’ ENTIRE LIABILITY UNDER THIS AGREEMENT AND THEIR EXCLUSIVE REMEDY WILL BE LIMITED TO THE ACTUAL DAMAGES SAID PARTY INCURS IN RELATION TO OR ARISING FROM THE USE OR DISTRIBUTION OF ANY OF THE PRODUCTS PROVIDED UNDER THE TERMS OF THIS AGREEMENT UP TO THE AMOUNTS PAID FOR PURSUANT TO THE RELEVANT PURCHASE ORDER. Termination for Convenience of TIPS Agreement Only - strike out "at the option of the TIPS Member or anyone for whom to read All purchase orders presented to the Cooperative Vendor, but not fulfilled by the Vendor, by a TIPS Member is legally responsible. 5. Vendor warrants against loss or damage from any defect in materials or workmanship furnished under a Purchase Order for a period prior to the actual termination of one (1) year from the date of substantial completion of Vendor’s work under such Purchase Order. The exclusive remedy for defective work this agreement shall be repair or replacement of such work for a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided by Vendor and not otherwise provided for by the General Terms and Conditions shall be established by mutual agreement of the parties prior to commencement of Vendor’s performance obligations pursuant to a Purchase Orderhonored.

Agreement Exceptions/Deviations Explanation. If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Exceptions: 1. In ) On page 4, under the event of a conflict between section titled "Indemnity", Epson proposes to change the Contract, including any documents attached thereto or incorporated therein by reference, and/or or any Purchase Order and this Addendum, the terms and conditions in this Addendum will govern. 2. Neither Vendor nor Cooperative Member shall be liable to the other for any indirect, special, consequential, incidental or exemplary damages or losses of any kind, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, but not limited to, losses of use, profits, business, reputation, or financing. This waiver shall survive completion or termination of all Purchase Orders and the Contract. 3. A schedule for completion of the services to be provided by Vendor shall be established by mutual agreement of the Vendor and the Cooperative Member. Vendor does not accept any responsibility for schedule shortcomings related to the actions or inaction of others not under direct supervision of the Vendor. In the event of delays in performing or completing the services, through no fault of Vendor, Vendor shall be granted an extension of the time for performance in the event of delays caused by force majeure events, and for all other delays, Vendor shall be given an equitable adjustment to the contract time and contract sum. 4. language from "The Vendor agrees to indemnify, defend indemnify and hold Cooperative Member harmless and defend TIPS, TIPS Member(s), officers and employees from and against all liability claims and claims suits by third parties for loss of or damage to tangible property or claims for damages, injuries to or death of any personspersons (including death), but only to the extent such lossproperty damages, damage or claim is caused by the fault or negligent acts or omissions of Vendor losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in connection with part, upon allegations of negligent or intentional acts on the services provided by part of the Vendor, its subcontractors officers, employees, agents, subcontractors, licensees, or someone for whom Vendor is legally responsible; provided, however, that Vendor’s obligation invitees. Parties found liable shall not extend to any loss or damage caused pay their proportionate share of damages as agreed by the Cooperative Member parties or anyone as ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8." to "The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits by third parties for whom the Cooperative Member is legally responsible. 5. Vendor warrants against loss damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or damage from any defect in materials or workmanship furnished under a Purchase Order for a period of one (1) year from the date of substantial completion of Vendor’s work under such Purchase Order. The exclusive remedy for defective work shall be repair or replacement of such work for a period of one year. Vendor shall commence repair or replacements of defective work within 14 days from receipt of written notice from the Cooperative Member. 6. Additional business terms related to the services provided by Vendor and not otherwise provided for by the General Terms and Conditions shall be established by mutual agreement of the parties prior to commencement of resulting from, Vendor’s performance obligations pursuant under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of gross negligence or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE SOLELY CAUSED BY THE VENDOR ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8." 2) On page 7, under the section titled "Audit Rights", Epson proposes to change the language from "In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Awarded Vendor’s pricing or TIPS transaction documentation with TIPS Members with 30 days’ notice unless the audit is ordered by a Purchase OrderCourt Order or by a Government Agency with authority to do so without notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the terms of this Agreement." to "In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits during normal business hours of Awarded Vendor’s pricing or TIPS transaction documentation with TIPS Members with 30 days’ notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the terms of this Agreement during normal business hours."