7734 Madison Blvd Ste 124 Huntsville, AL 35806

(877) 799-5327 (LEAP) info@leanfrogdigital.com leanfrogdigital.com

BLOOM Discipline Management Software

Huntsville City Schools

7734 Madison Blvd Ste 124 Huntsville, AL 35806 (877) 799-5327 (LEAP) info@leanfrogdigital.com leanfrogdigital.com

Superintendent Finley Huntsville City Schools 200 White Street Huntsville, AL 35801 October 6, 2020 Subject: BLOOM Behavior Management software Dear Superintendent Finley, LEAN Frog Digital (LFD) has developed the attached proposal for The Huntsville City Board of Education, a political subdivision of the State of Alabama (HCS) for continued support of the current HCS owned BLOOM software along with the conversion to the new Power School SIS integrated BLOOM version for the 21/22 School Year.

If you have any questions or concerns, please contact me by phone at 256-289-1693 or by email at byron@theleanleap.com. All information contained herein is considered confidential and proprietary to HCS and LFD.

On behalf of LFD, thank you for giving us the opportunity to provide this proposal. We are committed to helping you navigate from successful implementation to making full use of our software tools to maximize the benefits to your stakeholders. Thank you for your consideration. Respectfully, Byron W. Headrick, Managing Member

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This contract is for the continued support of the HCS owned BLOOM software for the 20/21 school year and the LFD will provide support and maintenance of BLOOM discipline management software owned by HCS this includes school, staff permissions and code of conduct changes:

1. E-mail support - LFD will during office hours provide e-mail support in the form of a question or

problem ticket report. Response will be given within two business days from reception of the

question or problem ticket report.

2. Call Support - LFD will during office hours provide phone support in the form of a question or problem ticket report. Response will be given within two business days from reception of the question or problem ticket report.

3. On-site support and training – LFD will provide as required to address issues and meet the needs of HCS staff.

4. Problem Ticket reports - LFD is considered to be informed of a problem when LFD has received a problem report by e-mail or phone. LFD shall acknowledge receipt of the report.

5. Remedy of Problem Ticket reports - Remedy of reported software problems, if serious problems are discovered LFD will first advise ways as to how to work around the problems. If a problem is not possible to work around, the problem will be corrected.

6. Development / Customization - LFD offers further development and customization of the Software. The scope of such development work shall be agreed to in writing between the parties. The development work is carried out on a current account basis according to the hourly fee in the Compensation section.

7. Responsibility and undertakings of HCS - To ensure LFDs’ possibility to identify the problem, HCS shall, as far as possible, supply documentation and other relevant information on the problems occurred. HCS shall appoint a contact who shall be responsible for handling all contact with LFD.

8. Support obligation for the Software - LFD is only obliged to provide support to the Software developed by LFD. The total support time covered by the annual fee is limited to the hours outlined in the Scope of Support. Extra support time may be purchased on a current account basis according to the hourly fee in the Compensation section. LFD will not provide support for deliberate acts of abuse by HCS staff. If software has been installed which is not developed or delivered by LFD, or if there have been changes in the Software which have not been performed by LFD, and if LFD finds that such additional or modified software does not only insignificantly influence LFD’s possibility to support the Software, LFD’s responsibility for support will expire and LFD has the right to lease to provide support to the extent that the Software is influenced. The annual fee for support will not be refundable if LFD’s responsibility expires on these grounds.

9. Corrections of the Software - LFD does not guarantee that the Software can be used without disruption, nor that all problems will be solvable. LFD is not liable for HCS hardware failures or network breaches or responsible for the recovery caused by such issues.

10. Conversion to the latest version of LFD’s commercial SAS based BLOOM Software product. LFD will provide such support for the Software, which is specified in this clause I. LFD shall keep necessary competence for enabling further development of the Software and for providing training to TCS. Support will include:

✓ Up to 8 hours of Yearend Review and Annual Setup Support

✓ Up to 100 hours of System Changes Support/Development to address user caused issues or user requested/approved changes via problem tickets

✓ Up to 100 hours of General Support to answer user questions and assist as requested/approved via problem tickets up to 40 hours of Training

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LFD’s SAS based BLOOM software is an online software that requires no hosting and is fully integrated with Power Schools. BLOOM will help you quickly document student behavior and administration response in one place. Capture both positive and negative classroom behavior tied to your district’s customized positive intervention approach and code of conduct. Optimize the entire referral process so students can return to class quickly, teachers and principals can be aligned, and the process can be transparent. Provide teachers and principals with transparency and alignment. From the moment an issue emerges, through all related conversations, everything is documented in one place and everyone involved is automatically updated throughout the process. LFD’s BLOOM Behavior Management solution has additional modules available for purchase: Student Threat Assessments & Intervention - Secure all potential student threats from all stakeholders, manage investigations and interventions to ensure student safety, and ensure no needed action goes undone. Understand trending current and potential threats at each school and district wide. From the moment an issue emerges, everything is documented in one place and everyone involved is kept up-to-speed including the generation of all required state reporting Social Support Evaluations & Mediation - Ensure all student's social needs are being met through automated referrals, predictive triggers, and risk evaluations. Understand the "whole" student by having a 360-degree view of classroom behavior, discipline, past interventions, attendance, absenteeism, academic performance trends, and any potential or real threat involvement. Effectively manage student cases to drive successful outcomes. From the moment an issue emerges, everything is documented in one place and everyone involved is kept up-to-speed including external support agencies.

To achieve the desired results, significant commitment, support, and involvement from HCS will be required. The project’s ultimate success is highly dependent upon internal effort. To achieve smooth and successful completion of the assigned projects, HCS will be responsible for the following provisions:

1. Internal HCS Point of Contact and Internal Facilitator as required 2. Access to software systems as required 3. Access to INOW SIS (if available) and the INOW SIS administrator 4. Access to Power School SIS and the Power School SIS administrator 5. Personnel support, participation, and involvement as needed 6. Prompt attention to any issues that may arise

The BLOOM user license agreement and LFD must be signed prior to the continuation of BLOOM services. Please see Attachment A.

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ITEM ANNUAL PRICE

SERVICES SUPPORT $31,900

TOTAL PRICE: $31,900

ITEM LIST PRICE ANNUAL PRICE

ANNUAL SOFTWARE SUBSCRIPTION FEE $40,800 $30,600

TRAINING $3,500 INCLUDED

DATA HOSTING $1,500 INCLUDED

STUDENT THREAT ASSESSMENTS & INTERVENTION NOT INCLUDED

SOCIAL SUPPORT EVALUATIONS & MEDIATION NOT INCLUDED

TOTAL PRICE: $45,800 $30,600 LFD will provide support services for HCS’s owned BLOOM software through the 2020/21 school year. LFD will provide BLOOM to HCS at the proposed price of $30,600.00 annually beginning in the 2021/22 school year. Billing Practices:

An invoice in the amount of the first-year services which begins on October 1st will be billed on January 1st, 2021. Acceptance of proposal requires:

• Signed Proposal (Page 4)

• Completed & Signed License Agreement (Attachment A, Page A5) Subsequent invoices will be billed based on the pricing for the SAS based BLOOM Behavior Management solution pricing. Invoicing will occur every year thereafter for 3 years on October 1st. All invoices are due at receipt but not greater than net 30 days. If at any time there is a question concerning billing, please contact us for clarification. Additional Services Any additional request for work to be performed outside the proposed price above will require written authorization prior to work beginning. The prices for additional training, custom software development, etc. are listed below. Any additional services will be billed monthly.

Additional Training – Per Hour $125.00

Additional Training – 10 Hour Block** $1,000.00

Custom Software Development – Per Hour $187.50

Custom Software Development – 10 Hour Block** $1,500.00

Non-Standard Setup – Per Hour $154.50

System Requirements Assessment $1,399.00

** Block hours must be used within 12 months.

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Note: Travel if requested by the client will be billed based on the current IRS rate for mileage, and the current IRS per diem rate for the location of the client.

This Agreement may be modified or amended only upon a written agreement executed by both parties.

By signing, I confirm that I have read, understand, and agree to the terms and conditions of this Proposal/Agreement.

Huntsville City Schools LEAN Frog Digital, LLC Accepted By:

Accepted By:

Christie Finley, Superintendent Byron Headrick, Managing Partner Date: Date:

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Attachment A This Lean Frog Digital, L.L.C. License Agreement (“Agreement”) is entered into and made effective, on the date of the signed proposal (“Effective Date”), by and between Lean Frog Digital, L.L.C., an Alabama limited liability Licensor, (“Licensor”) located at 7734 Madison Blvd Ste 124, Huntsville, Alabama 35806, and The Huntsville City Board of Education, a political subdivision of the State of Alabama (“Customer”) located at 200 White Street, Huntsville, AL 35801. In consideration of the promises set forth herein, together with other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Licensor and Customer agree as follows: Background Licensor is the owner and developer BLOOM, a web-based discipline reporting application (“BLOOM”) and related documentation. Customer desires to license BLOOM from Licensor and to make BLOOM Available to its teachers and administrators on an annual basis. Licensor has agreed to allow Customer to license BLOOM, in accordance with the terms and conditions of this Agreement, with an End User License Agreement (“End User License Agreement”) and Terms of Use (“Terms of Use”), any of which may be subject to change. Now, therefore, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby covenant and agree as follows: 1. Definitions.

1.1 Intellectual Property Rights means any and all rights existing from time to time anywhere in the world under copyright law, patent law, moral rights law, trade secret law, confidential information law, trademark law, unfair competition law or other similar rights, and any application or right to apply for registration of any such rights.

1.2 Look and Feel means the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention (including without limitation, the digital implementations thereof) which are associated with the Site and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements.

1.3 Software means the computer software utilized by Licensor to provide the functionality of BLOOM. For purposes of this Agreement, the Software includes without limitation all executable code and source code used in the creation and development of the Software.

2. Licensor’s Services. 2.1 During the Term (defined below in Section 10), Licensor agrees to perform the following services

(collectively, the “Services”) for Customer: Licensor will provide Customer and its designated teachers and administrators with access to BLOOM.

3. Customer Obligations. During the Term, Customer will perform the following: 3.1 Site Obligations. Customer is obligated to ensure that its teachers, administrators, and sub-

licensees use BLOOM in accordance with the End User License Agreement and Terms of Use, which may change from time to time. Customer is solely responsible and liable for the information added to BLOOM by its teachers, administrators, and sub-licensees. The accuracy and propriety of all materials posted on the BLOOM (including but not limited to confidential and/or sensitive materials and any representations and warranties Customer or its agents or sub-licensees make regarding the same) shall be the exclusive responsibility of the Customer.

4. Licenses. 4.1 License to BLOOM. Licensor grants to Customer a limited, non-exclusive, non-transferable license

during the Term to utilize BLOOM in accordance with the terms and conditions of this Agreement, the End User License Agreement and the Terms of Use, including without limitation the restrictions on Intellectual Property Rights contained in Section 6.

4.2 License to Teachers, Administrators and Sub-Licensees. Licensor grants to Customer the ability to sub-license its license for the use of BLOOM to those teachers, administrators and sub-licensees who agree to be bound by this Agreement, the End User License Agreement, and the Terms of Use, which may change from time to time.

5. Fees & Payments. 5.1 Customer shall provide payment to Licensor in the amount based on the proposal. 5.2 Customer shall remit payment on all invoices within ten (10) days of the receipt of the same.

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5.3 Late Payments. Customer will pay interest on sums due to Licensor for more than thirty (30) days after Customer is provided with an invoice for License Fees calculated at the lesser of ONE AND ONE-HALF PERCENT (1.5%) PER MONTH (EIGHTEEN PERCENT (18%) PER ANNUM) or the maximum rate permitted by applicable law. If payment is not received within 60 days of the due date all software must be uninstalled.

5.4 Taxes. The parties acknowledge that they intend any applicable taxes permitted by law be invoiced. 6. Intellectual Property.

6.1 Ownership of BLOOM. Licensor owns and reserves all Intellectual Property Rights in BLOOM. Customer has no claim of ownership in any of the Intellectual Property Rights in BLOOM. Licensor shall retain the right to reuse or incorporate elements of BLOOM, whether previously developed or developed pursuant to this Agreement.

6.2 Transferability. Except as otherwise provided in this Agreement, Customer may not engage in any of the following without the prior written consent of Licensor: (i) sell, license or sublicense BLOOM; (ii) create or permit links to BLOOM from any other website; or (iii) otherwise permit access to or use of BLOOM by any means through the Internet or otherwise. Customer may not otherwise transfer, sell, donate, pledge as security, license or sublicense this Agreement or any of Customer’s rights or obligations hereunder, in whole or in part, without the prior written consent of Licensor.

7. Confidentiality. 7.1 Both Parties acknowledge that in the performance of this Agreement, Proprietary Information

(defined below in Section 7.3) of a party (the “Disclosing Party”) may be disclosed to the other party hereto (the “Recipient”). Recipient acknowledges and agrees that the Proprietary Information includes without limitation BLOOM, the terms and conditions of this Agreement, business and financial information of the Disclosing Party and pricing and sales information. The Proprietary Information shall remain the sole and exclusive property of the Disclosing Party and disclosure of the Proprietary Information to Recipient does not confer upon Recipient any license, interest, or rights of any kind in or to the Proprietary Information, except as provided under this Agreement. Recipient shall keep the Proprietary Information strictly confidential and shall not use or disclose the same, directly, or indirectly, for Recipient’s own business purposes or for any other purpose except and solely for the purposes contemplated by this Agreement. Recipient shall protect the Proprietary Information with the same degree of protection and care as Recipient uses to protect Recipient’s own Proprietary Information, but in no event less than reasonable care. With regard to Proprietary Information that constitutes a Trade Secret (defined below in Section 7.3), Recipient’s obligations pursuant to this Section shall continue for so long as such information constitutes a Trade Secret. With regard to Proprietary Information that constitutes Confidential Information (defined below in Section 7.3), Recipient’s obligations pursuant to this Section shall continue for the Term and for a period of three (3) years thereafter.

7.2 The obligations set forth in this Section do not apply if and to the extent Recipient establishes that: (i) the information disclosed to Recipient was already known to Recipient without obligation to keep it confidential at the time of its receipt; (ii) Recipient received the information in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential and without requiring Recipient to keep the information confidential; (iii) the information was publicly known at the time of its receipt by Recipient or has become publicly known other than by a breach of this Agreement; or (iv) the information is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that with respect to this clause (v), Recipient shall use reasonable efforts under the circumstances to notify the Disclosing Party of such requirements so as to provide the Disclosing Party the opportunity to obtain such protective orders or other relief as the compelling court or other entity may grant.

7.3 For the purposes of this Agreement, (i) “Proprietary Information” means Trade Secrets and Confidential Information; (ii) “Trade Secrets” means trade secrets as defined under Alabama law, as amended from time to time; and (iii) “Confidential Information” means information that is of value to the Disclosing Party and is treated as confidential other than Trade Secrets.

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8. Representations and Warranties. 8.1 Licensor Representations and Warranties. Licensor represents and warrants that it holds all rights

and title necessary to enter into this Agreement and to grant the rights set forth herein to Customer.

8.2 Customer Representations and Warranties. Customer represents and warrants that it holds all rights and title necessary to enter into this Agreement and to grant the rights set forth herein to Licensor.

8.3 DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, EACH PARTY’S RESPECTIVE PERFORMANCE UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE SERVICES, ARE PROVIDED “AS IS.” THE PARTIES MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PRODUCTS, THE SERVICES (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, LICENSOR MAKES NO REPRESENTATION THAT THE OPERATION OF BLOOM WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE. LICENSOR IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, INACCURACIES OR ERRORS. LICENSOR IS NOT LIABLE FOR ANY MATERIAL UPLOADED OR OTHERWSIE ADDED TO BLOOM BY ANY PERSON OR ENTITY OTHER THAN LEAN FROG DIGITAL, L.L.C. LICENSOR IS NOT LIABLE FOR THE CONTENT OF ANY INFORMATION UPLOAD OR OTHERWISE ADDED TO BLOOM BY THE CUSTOMER, ITS TEACHERS, ADMINSTRATORS, OR SUBLICENSEES.

9. Limitation of Liability. 9.1 NEITHER PARTY HERETO NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,

SHAREHOLDERS, OR OTHER REPRESENTATIVES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING WITHOUT LIMITATION LEGAL EXPENSES AND ATTORNEY’S FEES), LOSS OF PROFITS, LOSS OF DATA OR LOSS OF GOODWILL ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR ACTION, EVEN IF THAT RESPECTIVE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

9.2 EITHER PARTY’S TOTAL, AGGREGATE LIABILITY ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT DURING THE CURRENT YEAR OF THE TERM, REGARDLESS OF THE NATURE OF ANY AND ALL CLAIMS, SHALL NOT EXCEED THE FEES AND PAYMENTS RECEIVED BY LICENSOR FROM THE CUSTOMER PURSUANT TO THIS AGREEMENT DURING THE APPLICABLE YEAR OF THE TERM.

10. Term and Termination. 10.1 Term. The term of this Agreement (“Term”) will begin on October 1st annually and will extend

through the 2022-2023 school year unless the agreement is terminated as noted below. 10.2 Termination for Cause. Either party may terminate this Agreement without additional notice to the

other party upon the other party’s breach of any material term, condition or obligation hereunder (except for Customer’s Warranty Breach, described in Section 8.2) if such breach is not remedied (if remediable) within thirty (90) days from the date of receipt of written notice detailing the breach and requesting that it be rectified. Should a breach occur that the parties agree may not be cured within thirty (90) days, the parties will determine a mutually acceptable time frame to cure such breach which is longer than thirty (90) days after receiving written notice of the breach. Notwithstanding the foregoing, either party may waive its right of termination by agreeing to extend the cure period as described in the preceding sentence, but such waiver shall not affect the right of such waiving party to terminate thereafter if the breach has not been cured within the agreed time frame.

10.3 Licensor Termination for Customer Warranty Breach. If Licensor in its reasonable judgment determines that Customer has breached Section 8.2 (“Warranty Breach”), Customer shall have ten (10) days to remedy the Warranty Breach, if remediable, upon receipt of Licensor’s written notice detailing the Warranty Breach. If Customer fails to remedy the Warranty Breach within ten (10) days, Licensor may terminate this Agreement.

10.4 Annual fees are not refundable. 10.5 Effects of Termination. Upon termination or the end of the Term, the following shall occur:

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10.5.1 All rights granted to Licensor and Customer under this Agreement shall cease. In such case, Licensor may immediately terminate all Customer access to BLOOM.

10.5.2 Each party shall return the materials of the other party that are in their respective possession or control, including without limitation the other party’s Proprietary Information, as applicable.

10.5.3 The following Sections shall continue in full force and effect: 1, 5 (to the extent of fees and payments due prior to termination or the end of the Term), 6, 7, 8, 9, 10, 11, and 12.

11. Miscellaneous. 11.1 Assignment. This Agreement may not be assigned by Licensor except (i) with the prior written

consent of Customer, which Customer shall not unreasonably withhold; or (ii) upon Licensor’s merger or the sale of all or substantially all of Licensor’s assets or stock. Customer may not assign, including without limitation by operation of law, change of control or otherwise, this Agreement either in whole or in part without the prior written consent of Licensor, in Licensor’s sole discretion. Any attempt to assign this Agreement contrary to this Section will be void and have no effect.

11.2 Entire Agreement; Modification. This Agreement, including the End User License Agreement and Terms of Use, is the final, complete, entire and exclusive statement between the parties concerning this subject matter and this Agreement supersedes and cancels any and all prior or contemporaneous agreements or contracts, whether written or oral. Each party acknowledges that it is not entering into this Agreement on the basis of any representation not expressly contained in this Agreement. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11.3 Waiver. Any delay by a party in exercising its rights hereunder shall not constitute a waiver of its rights or its entitlement to enforce any provision of this Agreement.

11.4 Governing Law. The laws of the State of Alabama shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of Alabama, County of Madison, for the purposes of enforcing the provisions of this Agreement.

11.5 Injunctive Relief. The parties acknowledge that (i) any use or threatened use of BLOOM in a manner inconsistent with this Agreement, or (ii) any other misuse of either party’s Proprietary Information will cause immediate irreparable harm for which there is no adequate remedy at law. Accordingly, the aggrieved party shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach. The parties agree and stipulate that the aggrieved party shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $10,000 shall be sufficient. Nothing contained herein shall limit either party’s right to any remedies at law, including without limitation the recovery of damages for breach of this Agreement.

11.6 Force Majeure. Licensor shall not be liable for delays or failure of BLOOM performance if due to any cause or conditions beyond Licensor’s reasonable control, including but not limited to delays or failures due to acts of God, acts of civil or military authority, fire, flood, strikes, wars, or shortage of power, provided such cause or condition does not arise from Licensor’s fault or neglect, and provided further that Licensor promptly notifies Customer of the commencement, nature and projected termination of the cause.

11.7 Headings. The captions of clauses throughout this Agreement are for convenience only and are not material with respect to interpretation of this Agreement.

11.8 Notice. Any notice required or allowed under this Agreement shall be deemed properly given and effective upon (i) actual delivery, if delivery is by hand; (ii) upon receipt by the transmitting party of confirmation or answer back, if delivery is email; or (iii) five (5) days after delivery into the regular mail, postage prepaid by registered or certified mail, return receipt-requested to the respective party at the following address:

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If to Licensor: LEAN Frog Digital, L.L.C. ATTENTION: [Licensor TO COMPLETE] Byron W. Headrick EMAIL: byron@theleanleap.com If to Customer: The Huntsville City Board of Education, a political subdivision of the State of Alabama [CUSTOMER TO PROVIDE CONTACT INFORMATION] ATTENTION: EMAIL: or at such other address as the parties may designate by notice given pursuant to this clause.

11.9 Counterparts. This Agreement may be executed in duplicate original counterparts, and facsimile signatures shall be deemed originals.

11.10 Severability. If any portion of this Agreement is held to be unenforceable, said portion shall be severed from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect.

11.11 Independent Contractors. Nothing in this Agreement shall be construed to make the parties partners, representatives, or agents of each other, nor shall either party so represent to any third person. The parties hereunder are acting in performance of this Agreement as independent contractors engaged in the operation of their own respective businesses. A party’s employees, agents or representatives are not employees or agents of the other party and are not entitled to any of the other party’s benefits. Neither party shall be responsible for payment of the other party’s workers’ compensation, disability benefits or unemployment insurance, nor shall it be responsible for withholding or paying employment related taxes for the other party or its employees.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives’ effective on the Effective Date. Licensor: Lean Frog Digital, L.L.C.

By:

Title:

Date: Customer: Huntsville City Schools

By:

Title:

Date: