THIS EDUCATION AND CONSULTING AGREEMENT (“Agreement”) between Customer and Technology First SHIFT, LLC dba SHIFT, LLC (“SHIFT”) governs the licensing of certain SHIFT education, credentialing, certification, or agency accreditation to Customer, as selected in Exhibit A, and certain training and consulting services, as selected in Exhibit A.

Education, Credentials, and Certification:  SHIFT will work directly with the Customer to provide the education modules, materials, and documentation as selected in Exhibit A (the “Materials”). Upon successful completion of the required modules, exams, and projects, SHIFT will award the customer and SHIFT users the appropriate Credential or Certification.

Agency Accreditation:  SHIFT will work directly with the Customer to assess the Customer’s policies, procedures, documentation, levels of education, certification, and credentials, organization technology plans, technology implementation examples, and other required resources in order to ascertain if the Customer meets or exceeds the standards defined in the SHIFT rubric for Agency Technology Accreditation, as selected in Exhibit A.

Limited License:  SHIFT hereby grants to Customer, and Customer hereby accepts, a nontransferable, nonexclusive limited license to access and to use the Materials solely for internal business purposes in accordance with the terms and conditions of this Agreement.  Access to the Materials shall be limited to Customer’s employees and such other persons as SHIFT may, at the request of Customer and in SHIFT’s sole discretion, authorize in writing to access the Materials (“Authorized Users”).  In the event it is unclear whether an individual qualifies as an Authorized User, the Customer agrees to contact SHIFT for clarification and resolution of the question.

Restrictions:  The Materials are copyrighted or trademarked and owned by SHIFT.  The customer may not use the Materials except as expressly permitted herein.  Customer shall be fully responsible and liable for any unauthorized access to the Materials and any breach of this Agreement by Authorized Users or other Customer personnel.  Neither Customer nor any Authorized User shall:  (i) combine, edit, make derivative works, or make use of the Materials with any other content or software program; (ii) reproduce, transmit, sell, or distribute any or all of the Materials; or (iii) rent, lease, license, sublicense, sell, distribute, disclose, assign, permit access to or transfer to any third party, whether for profit or without charge, or otherwise authorize third parties, or anyone other than an Authorized User, to use or access the Materials.

Hosted Materials: The customer agrees to access all Materials hosted by SHIFT in accordance with SHIFT’s security policies and procedures.  Furthermore, Customer shall only access the hosted Materials to the extent purchased by Customer and permitted by this Agreement.  Hosted Materials will be updated from time to time in accordance with SHIFT’s standard practices and procedures.

Customer Representations:  To the extent, the Customer accesses any Materials with pricing based upon the number of Authorized Users in the Customer’s organization, the Customer represents and warrants that it has provided an accurate count of its Users to SHIFT.

Audit:  Customer agrees to allow SHIFT to audit Customer’s books, records, and documentation in order to verify any Customer information relevant to the pricing of the Materials under this Agreement.  If the audit shows that the Customer has not paid SHIFT the proper amounts, the Customer shall pay to SHIFT such difference within 30 days of receiving notice of the audit results.  If any such audit shows a discrepancy in the amount that Customer should have paid to SHIFT greater than 5% of the fees paid by Customer for such Materials, then Customer shall reimburse SHIFT for the cost of the audit.

Consulting Services: The customer may engage SHIFT to provide consulting services as selected and at the rates described in Exhibit A (the “Services”).  The parties agree that during the course of providing the Services, SHIFT may be acting as a “Business Associate” of the Customer within the meaning of the privacy regulations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).  As such, the parties agree to execute and fully comply with SHIFT’s standard Business Associate Agreement.

Travel:  For any onsite travel required for delivery of the Materials or the Services, the Customer shall reimburse SHIFT expenses as noted in Exhibit A.

Term and Termination:  This is a month-to-month Agreement and renews monthly unless terminated by either party upon written notice to the other.  Customers may cancel this Agreement at any time, but any outstanding payments for services rendered will remain in effect.

Fees:  All fees are payable in full within 60 days of receiving an invoice from SHIFT.  Any unpaid fees over 61 days incur a 1.5% monthly finance charge.  SHIFT may suspend access to the Materials and any further Services if the Customer has any unpaid fees.  Payments may be made by credit card at (877) 684-3581 or by check to P.O. Box 1155, Arden, North Carolina, 28704.  SHIFT may change Service fees at any time with 90-day advance notice.

End of License and Return or Destruction of Materials:  Upon termination of this Agreement by either party, Customer shall (i) cease using all Materials, (ii) destroy and permanently delete all physical and electronic copies of such Materials, and (iii) provide SHIFT written confirmation of such permanent deletion and destruction.

Acknowledgment:  Customer acknowledges and agrees that (a) the Materials and Services are not intended to substitute for, or to replace the skill, knowledge, and experience of Customer’s employees and agents; (b) SHIFT assumes no responsibility for the Customer’s use of the Materials and Services for any purpose; and (c) SHIFT has no and disclaims any responsibility whatsoever for, and client releases the company from, any claims arising from or related to any reliance by Customer or its agents on the Materials or Services.

Limited Warranty:  The sole warranty provided by SHIFT regarding all Services is to provide the Services in a professional and workmanlike manner, and the Customer’s sole remedy for a breach of this limited warranty is for SHIFT to reperform the Services.  This warranty is for the Customer’s benefit only and may not be enforced by any other person or entity.  All Materials are provided “as is,” from vendors with all faults.  SHIFT disclaims all express or implied warranties to Customer, and all warranties to or for the benefit of any third party, including all warranties of merchantability, fitness for a particular purpose, accuracy, systems integration, or non-infringement.

Force Majeure:  SHIFT shall not be liable for any delay or failure to perform caused by or resulting from acts of God, fire, flood, accident, equipment failure, or any other causes beyond its control.

Limitation of Liability:  SHIFT’s liability to Customer for all damages, injury, or loss is limited to the annual fees SHIFT receives from Customer in the year preceding the loss, regardless of the legal theory.  Neither party shall be liable for any incidental or consequential damages, property damage, business interruption, loss of profits, personal injury, or death.  The customer waives all subrogation and other rights of recovery against SHIFT that any insurer or other person may have due to paying any such claim.

Indemnification:  Except to the extent caused by SHIFT’s negligence, the customer shall indemnify, defend, and hold harmless SHIFT for all claims, costs, and expenses (including reasonable attorneys’ fees) SHIFT incurs due to (a) becoming part of or named in, an administrative or legal dispute regarding the Services or the Materials, (b) Customer’s use of the Materials or Services, or (c) any Customer employee, guest, relative, invitee, insurer, or other claiming rights derived from Customer’s relationship with SHIFT.

Entire Agreement:  This is the entire Agreement between the parties and supersedes any prior proposals, and agreements, whether written or oral, regarding SHIFT education or consulting services and may only be modified in writing and signed by both parties.  Any terms on any Customer invoice or transfer documents will not modify this Agreement.

Severability:  If any provision of this Agreement is deemed void or unenforceable, the remaining parts of this Agreement will remain in full force and effect.

Governing Law:  This Agreement shall be governed by the laws of North Carolina.