Service Agreement

Services Agreement

THIS SERVICES AGREEMENT (this "Agreement") dated as of the Effective Date January 1, 2022 is made and entered into by and between the Dougherty County Board of Education, a Georgia public board of education with a principal place of business at 200 Pine Avenue, Albany, Georgia 31701 ("DCBOE"), and Education Farm, an Alabama nonprofit corporation with a principal place of business at 1914 4 th

Avenue N, #200, Birmingham, AL 35203 ("Ed Farm" and together with DCBOE, the "Parties", and each a "Party"). This Service Agreement incorporates by reference the General Terms and Conditions attached as Appendix A (the "General Terms and Conditions").

WHEREAS, DCBOE desires to retain Ed Farm to provide certain services, as stipulated in this Agreement, and Ed Farm is willing to perform such services subject to the terms provided herein.

In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

1. The General Terms and Conditions are hereby incorporated by reference, as if set forth in full herein.

2. In addition to the definitions provided in Section 1 of the General Terms and Conditions, the following terms shall have their respective meanings both in this Agreement and in the General Terms and Conditions:

Effective Date January 1, 2022

Expiration Date December 31, 2022

DCBOE Dougherty County Board of Education

DCBOE Address 200 Pine Avenue, Albany, Georgia 31701 Contact: Michelle Sizemore Phone: 229-431-1315 msizemore@docschools.org

Ed Farm Address 1914 4th Avenue N, #200 Birmingham, AL 35203 learning@edfarm.org

The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of the Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EDUCATION FARM

By:

Waymond Jackson, CEO

Date

DOUGHERTY COUNTY BOARD OF

EDUCATION

By:

Kenneth Dyer, Superintendent

Date

APPENDIX A

GENERAL TERMS AND CONDITIONS

1. Definitions.

In addition to terms defined elsewhere in these General Terms and Conditions (the "General Terms"), the following terms shall have the following meanings:

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" means the Services Agreement effective as of November 22, 2021, into which these General Terms have been incorporated.

"Confidential Information" means any information that is treated as confidential by a Party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential". Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of the Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

"Deliverables" means all documents, work product, and other materials that are delivered to DCBOE hereunder or prepared by or on behalf of Ed Farm in the course of its performance of the Services, including any items identified as such the Statement of Work.

"Disclosing Party" means a Party that discloses Confidential Information under the Agreement.

"Fees" has the meaning set forth in the Statement of Work.

"Intellectual Property Rights" means any and all rights arising in the United States or any other jurisdiction throughout the world in and to (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and works of authorship (whether copyrightable or not), including computer programs, mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential or proprietary information, and (e) all other intellectual property, in each case whether registered or unregistered, and including all registrations and applications for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Pre-Existing Materials" means materials which are documents, data, know-how, methodologies, software, and all other materials, including but not limited to computer programs, reports, curriculum, and specifications, provided by or used by Ed Farm in connection with performing the Services, in each case developed or acquired by Ed Farm prior to the commencement of, or independently of, the Agreement.

"Project" means any project described in an applicable Statement of Work.

"Project Milestone" means an event or task described in the Statement of Work which shall be completed by the relevant date set forth in the Statement of Work.

"Receiving Party" means a party that receives or acquires Confidential Information directly or indirectly under the Agreement.

"Ed Farm Personnel" means all employees and subcontractors, if any, engaged by Ed Farm to perform the Services.

"Services" means the services to be provided by Ed Farm under the Agreement, as described in more detail in one or more Statements of Work.

"Statement of Work" means any Statement of Work entered into by the Parties and attached to the Agreement.

2. Services.

2.1. Ed Farm shall provide the Services set out in one or more Statements of Work to be issued by

DCBOE and accepted by Ed Farm, each of which is incorporated by reference, as if set forth in full herein. The initial accepted Statement of Work is attached hereto as Exhibit A. Additional Statements of Work shall be deemed accepted and incorporated into this Agreement only if signed by Ed Farm and DCBOE.

3. DCBOE's Obligations.

3.1. DCBOE shall:

a. cooperate with Ed Farm in all matters relating to the Services;

b. respond in a reasonably prompt manner to any Ed Farm request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Ed Farm to perform Services in accordance with the requirements of the Agreement;

c. make timely payment of Fees and/or any expenses due to Ed Farm; and

d. provide such materials, data, and other information as Ed Farm may reasonably request and DCBOE considers reasonably necessary, in order to carry out the Services, in a reasonably prompt manner.

3.2. If Ed Farm's performance of its obligations under the Agreement is prevented or delayed by any act or omission of DCBOE, any Authorized Service Recipient, or any of their agents, subcontractors, consultants, or employees outside of Ed Farm's reasonable control, Ed Farm shall not be deemed in breach of its obligations under the Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by DCBOE, in each case, to the extent arising directly or indirectly from such prevention or delay.

4. Term and Termination.

4.1. Term. The Agreement shall commence as of the Effective Date and shall continue thereafter until the Expiration Date (the "Term"), unless sooner terminated pursuant to this Section 4.

4.2. Termination for Cause. Either party may terminate the Agreement or any statement of work at any time for cause, by providing at least thirty days' written notice to the other Party (the "Defaulting Party"), if the Defaulting Party:

a. materially breaches the Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty days after receipt of written notice of such breach; or

b. (i) becomes insolvent or admits its inability to pay its debts generally as they become due;

(ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within thirty business days or is not dismissed or vacated within thirty days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

4.3. Effects of Termination or Expiration. Upon expiration or the earlier termination of the Agreement for any reason:

a. Ed Farm shall (i) promptly deliver to DCBOE all Deliverables (whether complete or incomplete) for which DCBOE has paid, and

b. (ii) on a pro rata basis, repay all fees and expenses paid in advance for any Services not performed or Deliverables not provided.

c. To the extent that Ed Farm has not yet been paid for services provided under this Agreement, DCBOE shall pay Ed Farm on a pro rata basis for any and all Services already performed.

d. DCBOE shall pay to Ed Farm any Expenses incurred prior to the date of termination, in accordance with this Agreement.

4.4. Survival. The rights and obligations of the parties set forth in this Section 4.4 and in Sections 1, 5, 6, 7, 8, 9, and 10 of these General Terms, and any right or obligation of the patties in the Agreement which, by its nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration of the Agreement.

5. Fees and Expenses; Payment Terms.

5.1. In consideration of the provision of the Services by Ed Farm and the rights granted to DCBOE under the Agreement, DCBOE shall pay the Fees set forth in each Statement of Work. Payment to Ed Farm of such Fees and the reimbursement of expenses pursuant to this Section 5 shall constitute payment in full for the performance of the Services, and DCBOE shall not be responsible for paying any other fees, costs, or expenses, unless otherwise provided in the applicable Statement of Work.

5.2. The total Fees for the Services shall be the amount set out in the applicable Statement of Work and shall be payable in a manner consistent with the applicable Statement of Work.

5.3. DCBOE agrees to reimburse Ed Farm at cost for all actual, documented, and reasonable and prudent travel and out-of-pocket expenses incurred by Ed Farm in connection with the performance of the Services that have been approved in advance in writing by DCBOE.

5.4. DCBOE shall pay all properly invoiced amounts due to Ed Farm within thirty days of DCBOE's receipt of such invoice. All payments hereunder shall be in U.S. dollars and made by check or wire transfer.

DCBOE shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by DCBOE hereunder. Any such taxes, duties, and charges currently assessed or which may be assessed in the future, that are applicable to the Services are for DCBOE's account, and DCBOE hereby agrees to pay such taxes; provided, that, in no event shall DCBOE pay or be responsible for any taxes imposed on, or with respect to, Ed Farm's income, revenues, gross receipts, personnel, or real or personal property or other assets.

6. Intellectual Property Rights; Ownership.

6.1. DCBOE irrevocably agrees that neither this Agreement, nor any Statement of Work hereunder, grants to DCBOE any right, title, or interest in or to any documents, data, know-how, methodologies, software, or other materials, including computer programs, reports, curriculum, or specifications, provided by or used by Service Provider in connection with performing the Services, in each case developed, acquired, or otherwise owned by Service Provider prior to the commencement of or independently of the Agreement (the "Pre-existing Materials"). Ed Farm shall be the sole and exclusive owner of all right, title, and interest in and to the Pre-Existing Materials.

6.2. DCBOE irrevocably agrees that Ed Farm is and will be the sole and exclusive owner of all right, title, and interest in and to all programs, reports, curriculum, recordings, books, articles, and other materials collected or created by it under this Agreement or any Statement of Work (the "Materials") including all copyrights and other intellectual property rights therein, in perpetuity throughout the universe. If, in spite of this Section 6.2, a court of competent jurisdiction finally determines that DCBOE is the lawful owner of any of the Materials set forth in this Section 6, DCBOE irrevocably grants to Ed Farm and its Affiliates, an exclusive, transferable, and royalty-free right and license to use such Materials for the benefit of Ed Farm in perpetuity throughout the universe.

6.3. Upon the request of Ed Farm, DCBOE shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Ed Farm to prosecute, register, perfect, or record its rights in or to any Materials.

7. Confidential Information.

7.1. The Receiving Party agrees:

a. not to disclose or otherwise make available Confidential Information of the Disclosing

Party to any third party without the prior written consent of the Disclosing Party;

provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its Affiliates, and their officers, employees, consultants, and legal advisors who have a "need to know", who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 7;

b. to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement; and

c. immediately to notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of the Disclosing Party.

7.2. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide:

a. prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and

b. reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

8. Representations and Warranties.

8.1. . Ed Farm represents and warrants to DCBOE that:

a. it is a nonprofit corporation taxed as a public charity described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;

b. it is duly organized, validly existing, and in good standing under the laws of the State of Alabama;

c. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

d. the execution of this Agreement by the individual whose signature is set forth at the end of the Agreement, and the delivery of this Agreement by Ed Farm, have been duly authorized by all necessary action on the part of Ed Farm;

e. the execution, delivery, and performance of this Agreement by Ed Farm will not violate, conflict with, require consent under, or result in any breach or default under (a) any of Ed Farm's organizational documents or (b) any applicable law;

f. this Agreement has been executed and delivered by Ed Farm and (assuming due authorization, execution, and delivery by DCBOE) constitutes a legal, valid, and binding obligation of Ed Farm, enforceable against Ed Farm in accordance with its terms; and

g. it is in material compliance with all applicable Laws and Ed Farm contracts relating to this Agreement and the performance of its obligations hereunder.

8.2. DCBOE represents and warrants to Ed Farm that:

a. it is aa Georgia County Board of Education, validly existing, and in good standing under the laws of the state of Georgia;

b. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

c. the execution of this Agreement by the individual whose signature is set forth at the end of the Agreement, and the delivery of this Agreement by DCBOE, have been duly authorized by all necessary action on the part of DCBOE;

d. the execution, delivery, and performance of this Agreement by DCBOE and Ed Farm will not violate, conflict with, require consent under, or result in any breach or default under

(a) any of DCBOE's organizational documents, (b) internal policies, or (c) any other Laws, regulations, and policies;

a. this Agreement and the ancillary contract attachments have been executed and delivered by DCBOE and (assuming due authorization, execution and delivery by Ed Farm) constitutes the legal, valid, and binding obligation of DCBOE, enforceable against DCBOE in accordance with its terms;

b. it is in material compliance with all applicable Laws and DCBOE contracts relating to this Agreement and the performance of its obligations hereunder;

c. the performance of DCBOE obligations under this Agreement will not violate any applicable laws; and

d. it has obtained all licenses, authorizations, approvals, consents, or permits required by applicable laws (including the rules and regulations of all authorities having jurisdiction over the operation of its activities as it relates to this Agreement).

8.3. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT

FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS

SECTION 8:

a. NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON

SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED

REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER

ARISING BY LAW OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY

DISCLAIMED; AND

b. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY

REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY

OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY

PROVIDED IN THIS SECTION 8 OF THIS AGREEMENT.

9. Non-Exclusivity; Non-Compete.

9.1. Ed Farm retains the right to perform the same or similar type of services as described in this

Agreement and/or any Statement of Work for third-parties during the Term of the Agreement, except to the extent that performing such services for third-parties would prevent Ed Farm from performing its obligations to DCBOE under the Agreement.

10. Miscellaneous.

10.1. The relationship between the Patties is that of independent contractors. Nothing contained in this

Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

10.2. DCBOE may not use the name or logo of Ed Farm or Apple, Inc. without the prior written consent of Ed Farm. Which consent shall not be unreasonably withheld.

10.3. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) or by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the DCBOE Address and Ed Farm Address.

10.4. For purposes of the Agreement:

a. The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation".

b. the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the

Agreement as a whole.

c. Unless the context otherwise requires, references herein:

i. to Sections, Schedules, Exhibits, and Statements of Work refer to the Sections of, and Schedules, Exhibits, and Statements of Work attached to this Agreement;

ii. to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and

iii. to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

d. The Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

10.5. The Agreement, together with all Schedules, Exhibits, and Statements of Work and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to the Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of the Agreement and those of any Schedule, Exhibit, or Statement of Work, the following order of precedence shall govern: (a) first, the Agreement and its Appendices; and (b) second, the applicable Statement of Work.

10.6. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under the Agreement, including by operation of law, change of control, or merger, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that, upon prior written notice to the other Party, either party may assign the Agreement to an Affiliate of such party or to a successor of all or substantially all of the assets of such party through merger, reorganization, consolidation, or acquisition. No assignment shall relieve the assigning Party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. The Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

10.7. The Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of the Agreement.

10.8. The headings in this Agreement are for reference only and shall not affect the interpretation of the Agreement.

10.9. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated hereby.

• If any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to the Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.

Exhibit A Statement of Work

This Statement of Work ("SOW") is effective as of 1/1/2022 (the "Effective Date"), by and between Dougherty County Board of Education, a Georgia public board of education with a principal place of business at 200 Pine Avenue, Albany, Georgia 31701 and Education Farm, an Alabama nonprofit corporation with a principal place of business at 1914 4'" Avenue N, #200, Birmingham, AL 35203 ("Ed Farm" and together with "DCBOE", the "Parties" and each a "Party"). This SOW adopts and incorporates by reference the terms and conditions of the Services Agreement, which was effective as of November 21, 2021, by and between the Parties (the "Agreement"), as it may be amended from time to time. This SOW is effective beginning on the Effective Date and will remain in effect until December 31, 2022 ("Expiration Date"), unless earlier terminated in accordance with the Agreement.

Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW and the Agreement. Capitalized te1ms used but not defined in this SOW shall have the meaning set out in the Agreement.

1. Services. Ed Farm shall provide the following services (the "Services") throughout the Term to DCBOE in accordance to the Agreement:

All Ed Farm sessions will be implemented in a three-phased approach: Introduction, Integration, Innovation and centered around the core themes: code, create, community, and cultivate change. Specificity of sessions within these phases for each program outlined below will be aligned to hybrid learning best practices and will vary to best meet the needs of teachers and students and align to the district and school goals of Dougherty County Schools.

Teacher Fellows Program

Program Structure Phase I — Jan 1, 2022 - December 30, 2022

Suggested Minimum Continuation of Program -- new yearly Teacher Fellows Cohorts

Phase II — Jan 1, 2023 - December 30, 2023 Phase III - Jan 1, 2024 - December 30, 2024

Services Provided Per 12 Month Fellowship:

● 70 hours of professional learning for all Teacher Fellows

○ 35 hours per semester, broken down into virtual and face to face sessions

● 16 hours of personalized instructional coaching cycles with EF Learning Innovation Coach

○ 1 cycle per semester per Teacher Fellow (8 hours total per cycle)

● 16 hours of customized, school-wide professional learning for all faculty and staff

○ Can be facilitated in 1, 2, or 6 hour sessions

○ Can be facilitated collaboratively with multiple staffs or separate for each school

● 20 hours Future of Learning Summit

○ All travel, housing, meals included in cost

○ In Birmingham, AL at ED Farm Classroom of Tomorrow (official date pending, 2022)

○ All Teacher Fellows attend

● 1 Learning Innovation Coach assigned directly to Dougherty County Schools

○ Learning Innovation Coach will be available for office hours, classroom observations, co-teaching, professional coaching, and collaborative learning experience design

● 1 Virtual Professional Learning Community o Ed Farm Learn - Cutting-edge interactive space to collaborate with other Teacher Fellows state and nationwide, access and share resources and participate in a variety of pop-up style learning opportunities and events along with 24/7 access to all things Ed Farm

Teacher Fellows Team Structure

● 15 Teacher Fellows per 12 mo cohort, 5 schools, 3 per school

2. Fees and Payment Schedule. 'Service Provider shall provide to Customer, at the end of each month during the Term, a monthly invoice with sufficiently detailed descriptions of the Services provided and any expenses incurred in each month ("Invoices"). DCBOE shall pay $6,875.00 to Ed Farm each month throughout the Term (the "Fees"). The total amount of Fees owed under this SOW throughout the Term shall not exceed $82,500.00.

DCBOE shall pay the amounts owed under each Invoice within thirty days of DCBOE's receipt of such Invoice.

DCBOE shall, at the same time and in addition to the Fees, reimburse Ed Farm for all documented expenses that:

(i) are incurred in its performance of the Services during the previous month, (ii) are shown on its Invoices with accompanying documentation, and (iii) were approved in advance by DCBOE.

IN WITNESS WHEREOF, the Parties hereto have executed this SOW as of the date first above written.