Last Updated: February 4, 2026
This Service Level Agreement (“SLA”) is entered into by and between Gaggle.Net, Inc., a Delaware corporation with its operational office located at 8770 West Bryn Mawr Avenue, Suite 1300, Chicago, IL 60631-3515 (“Gaggle”), and the entity identified as the customer in the applicable Contract for Services (“Customer”). Gaggle and Customer are collectively referred to as the “Parties.” This SLA governs the provision of Gaggle Solutions (the “Services”) as specified in the applicable Gaggle invoice and Gaggle Contract. The Services described in this SLA, which may be purchased individually or collectively and without limitation, only apply to Customers who have purchased those specific Services as outlined in their agreement with Gaggle.
This Service Level Agreement (SLA) sets forth the mutual understanding and expectations regarding Gaggle’s commitment to delivering the purchased Services with maximum performance and uptime. The fees, terms, and conditions applicable to the Services are additionally outlined in the corresponding Gaggle invoice, Gaggle Contract, Terms and Conditions, Student and Staff Data Privacy Notice, and Website Privacy Policy, all of which are incorporated by reference.
Safety Solutions on School-Provided Technology
Gaggle provides comprehensive safety monitoring for students across district-issued devices and accounts, identifying students in crisis through advanced monitoring and alerting systems. At the core is a sophisticated machine learning model that analyzes student-generated content for keywords, tone, context, and sentiment, with human review to ensure accuracy. The system adapts to evolving student communication styles and addresses a broad range of risks, including self-harm, bullying, suicide, abuse, drugs, sexual content, and more. Gaggle also features a Quarantine function that removes sexually explicit material involving minors and all pornography from district Google Drive and Microsoft OneDrive accounts. This protects students by removing access to harmful content and shields districts from liability. Gaggle’s cloud-based, device-agnostic solution requires no additional hardware and offers protection whenever students log into their district accounts.
Safety Management
Gaggle shall monitor email, message communications, documents, and other file types subject to certain file size limitations within third-party services including, but not limited to, those from Google Inc. and Microsoft Corporation.
Gaggle shall not make Safety Management available to Customers until they have provided Gaggle with designated emergency contact information. “Designated emergency contact” means the individual(s) designated by you to receive and act upon Gaggle notifications. If applicable, the Customer must also provide access to student information system (SIS) data.
If there is a change in any designated emergency contact and/or emergency contact information, you must immediately make the appropriate changes to the affected user profile in the Gaggle Portal, and notify Gaggle of all applicable changes. Your failure to update and notify Gaggle of any changes to the designated emergency contact information will result in the delay or inability of Gaggle to properly send notifications to your organization.
The appropriate Gaggle incident response rubric will be shared with designated emergency contacts upon assignment and remains available upon request at any time. As the safety landscape evolves, the rubric is periodically reviewed and updated.
Web Activity Monitor (WAM)
Gaggle's Web Browser Extensions are an additional safety layer. The extensions monitor student activity on school-provided devices or, in certain optional cases, when students log in via their school-issued accounts on non-school computers. The extension is a lightweight add-on that does not interfere with or block activity on the device. The extension monitors content entered into the browser. This includes internet searches, text entered into emails, forms, social media sites, chat boxes, websites, geolocation, and more. Customers will receive a screen capture from the student browser for user-created incidents. Activity that indicates bullying, suicide ideation, self-harm, and/or threats of violence will result in email notifications and immediate emergency phone calls when warranted.
Web Filter
Web Filter monitors and blocks access to inappropriate websites and content based on predefi ned policies set by the Customer. Customers can customize policies to align with their specific needs and guidelines, ensuring a safe and appropriate online environment for students.
After Hours
Possible Student Situation (PSS) incidents occurring after hours, overnight, on weekends, or during school breaks will be addressed by Gaggle. In such cases, Gaggle Safety Team Members and/or trained Crisis Counselors will alert designated local authorities and may contact registered parents, guardians, or other designated emergency contacts via phone, text, or other approved communication methods to provide immediate support and help coordinate necessary interventions.
To facilitate this process, Gaggle may access and use relevant contact and demographic information from the district’s Student Information System (SIS) in accordance with applicable privacy laws.
SpeakUp for Safety Tipline
Gaggle SpeakUp for Safety Tip Line is a one-way, anonymous reporting tool that empowers students, staff, and parents to report safety concerns confi dentially. This service fosters a culture of safety by addressing issues such as bullying, threats, suicidal ideation, self-harm, and other risks to student well-being.
Gaggle’s Safety Team monitors submissions 24/7/365, filtering non-actionable tips and notifying designated district staff of concerns via email for non-emergencies. In urgent situations, the team contacts school officials directly and can initiate wellness checks if necessary.
The service includes an automated acknowledgment of submitted tips, a dedicated phone number for text and call reports and regular reminders to students about the tip line.
Student Information System (SIS) Integration
Gaggle's Student Information System (SIS) integration services streamline the process of syncing critical student data with Gaggle's safety solutions. By integrating with a district's SIS, Gaggle can access up-to-date student records, such as contact information, grade levels, and school assignments, to enhance the accuracy and efficiency of incident response. This integration ensures that alerts and notifications are directed to the appropriate personnel and that any necessary follow-up, such as wellness checks, includes accurate and relevant student details. The value of this integration lies in its ability to improve response times, reduce manual data management, and provide contextually rich information to school administrators and emergency contacts. This enables more informed decisions and better support for student safety and well-being. Gaggle only shares information necessary to initiate a wellness check, such as student and guardian contact information.
Safety Net
Gaggle’s Safety Net service provides additional support to ensure that students receive the attention they need following a concerning alert. Safety Net steps in by having Gaggle’s counselors follow up with students three days after an alert is triggered. Using messaging tools like SMS text, web chat, Google Chat, or Microsoft Teams, Gaggle’s counselors reach out to offer support and ensure that critical situations are addressed. Weekly updates are provided to keep school teams informed on which students need further assistance and which are doing well. While designated emergency contacts still handle the primary alerts, Safety Net acts as an extra layer of support.
Applicable Safety Solutions Subscription Services May Include but are not limited to:
Gaggle’s solutions are cloud-based and device-agnostic, ensuring continuous protection whenever students use their school-provided accounts.
Billing and Subscription Information
Customer Agrees To:
Gaggle Agrees To:
Gaggle is committed to supporting schools in maintaining a safe and secure digital environment for students while ensuring compliance with all applicable privacy regulations.
Gaggle’s mental health services provide accessible, professional support to help students and staff address underlying challenges and build resilience, creating pathways to long-term well-being. They also provide students with instant, 24/7 access to support when they need it most, fostering a sense of connection and security.
Gaggle Therapy
Gaggle shall provide outpatient individual, group, and family tele-therapy and/or coaching services to address a variety of experiences, symptoms, and disorders. Students may participate in ongoing video sessions for a duration determined by clinical need, provider judgment, and the Therapy Service model selected by Customer. Sessions may be scheduled at convenient times for students, including evenings and weekends.
All Gaggle Therapy Services and activities comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Family Educational Rights and Privacy Act (FERPA). Services shall be provided in a manner consistent with the Individuals with Disabilities Education Act (IDEA), to the extent applicable and solely as expressly set forth in this Agreement.
Applicable Therapy Services May Include but are not limited to:
This Agreement also governs Customer’s use of Licensed Mental Health professionals to provide Services.
Nothing in this Agreement shall be construed to designate Gaggle, to assign responsibility for the provision of a Free Appropriate Public Education (FAPE), or to require Gaggle to develop, manage, or implement Individualized Education Programs (IEPs), unless expressly agreed to in writing.
Session Types and Model-Specific Treatment
How these session types are counted, billed, or governed depends on the Therapy Service model selected by Customer.
Under Unlimited Therapy Services, the above session types may be delivered as clinically appropriate and are governed by access, prioritization, and utilization oversight rather than per-session billing. Session types may be flexibly scheduled and delivered based on clinical need, risk level, and service availability. Utilization across session types may be reviewed in the aggregate and may result in workflow, scheduling, or prioritization adjustments as described elsewhere in this Agreement.
Under Standard Therapy Services, session types are subject to overall utilization limits and capacity management. Individual, group, family, staff, and coordinated care sessions may be counted toward utilization thresholds or treated as utilized capacity where clinician time is reserved and cannot be reassigned.
Under Retainer Therapy Services, Customer acknowledges that fees reflect the reservation of dedicated clinician capacity. All session types, including individual, group, family, staff, and coordinated care sessions, consume reserved clinician time and are counted against the applicable retainer. Differences in session format do not alter the fact that clinician time has been reserved and compensated.
Under Usage-Based Therapy Services, individual, group, family, staff, and coordinated care sessions may be billed on a per-session basis as specified in the applicable invoice. Sessions requiring clinician time, including non-student-facing services, may be treated as billable services where applicable.
The clinical appropriateness, scheduling, and mix of session types are determined by Gaggle in accordance with professional standards, applicable law, and the Therapy Service model selected by Customer.
Customer may purchase one or more of the following Therapy Service models, as specified in the applicable Gaggle invoice.
Utilization limits, caps, or thresholds applicable to any Therapy Service model are commercial terms and may vary by Customer, and are governed by the applicable Gaggle invoice unless expressly stated otherwise in this Agreement.
Therapy Services are intended to supplement, not replace, the Customer’s existing mental health resources unless otherwise expressly agreed in writing.
Across all Therapy Service models, the underlying therapy services provided by Gaggle are materially consistent in scope, modality, and clinical standards. Differences between Therapy Service models relate to pricing structure, access mechanics, utilization governance, and administrative handling, and not to the fundamental nature or quality of therapy services delivered.
For clarity, references to “Unlimited” reflect availability of access to services, not unlimited volume, duration, or intensity of clinical treatment.
Unlimited Therapy Services provide district-wide access to licensed therapy services for enrolled students and are designed to support short-term, goal-oriented therapeutic services addressing mild to moderate clinical needs and promoting timely support when concerns arise.
Unlimited Therapy Services are not intended to function as long-term, intensive, or open-ended clinical treatment and do not replace services requiring a higher level of clinical intensity, frequency, or duration unless expressly agreed to in writing.
Unlimited Therapy Services may supplement or coordinate with intensive or long-term services provided by the Customer or third-party providers, but do not assume responsibility for the delivery or management of such services unless expressly agreed to in writing.
In the event utilization under Unlimited Therapy Services approaches or exceeds levels that challenge service sustainability, Gaggle and Customer will work collaboratively to prioritize access based on clinical acuity, presenting needs, and risk indicators, with the goal of ensuring timely support for students with the greatest need while maintaining overall service quality.
Unlimited Therapy Services are available only to Customers with an enrolled student population of fewer than twenty thousand (20,000) students, unless expressly agreed to in writing by Gaggle and identified in the applicable invoice.
Standard Therapy Services provide access to licensed mental health professionals for eligible students on a structured and capacity-managed basis and are designed to support early identification, short-term therapy, and moderate-acuity clinical needs.
Standard Therapy Services are subject to utilization limits and capacity parameters as specified in the applicable Gaggle invoice. Utilization beyond the agreed-upon limits is outside the scope of Standard Therapy Services unless otherwise agreed to in writing.
Retainer Therapy Services may be offered only where expressly identified in the applicable invoice as a legacy or exception-based service model.
Retainer Therapy Services are offered only where expressly identified in the applicable invoice and are intended for use in circumstances where a fixed allocation of clinician capacity is desired based on Customer-specific needs or constraints.
Usage-Based Therapy Services may be offered only where expressly identified in the applicable Gaggle invoice as an exception-based or supplemental service model.
Usage-Based Therapy Services may be offered as an exception-based or supplemental service model where therapy utilization is expected to be limited, variable, or episodic, as specified in the applicable Gaggle invoice.
Under the Usage-Based Therapy Services model, Customer shall be billed based on actual therapy sessions delivered during the applicable billing period.
Usage-Based Therapy Services are subject to a premium rate equal to ten percent (10%) above Gaggle’s standard per-session pricing, reflecting the additional administrative, operational, scheduling, and clinical coordination requirements associated with non-subscription service delivery.
Gaggle reserves the right to review utilization patterns under the Usage-Based Therapy Services model and, upon reasonable notice, recommend transition to an Unlimited Therapy Services or Standard Therapy Services model if utilization levels indicate ongoing or sustained need.
Utilization review and service adjustments are most relevant to Unlimited Therapy Services, where access is broadly available across the student population and utilization levels may fluctuate based on demand.
Gaggle reserves the right to conduct utilization and clinical reviews as reasonably necessary to ensure clinical appropriateness, equitable access across the student population, and service sustainability.
Following such review, and in good-faith collaboration with Customer, Gaggle may:
No FAPE / IDEA Assumption
Nothing in this Agreement shall be construed to assign Gaggle responsibility for the provision of a Free Appropriate Public Education (FAPE), or to require Gaggle to develop, manage, or implement Individualized Education Programs (IEPs), unless expressly agreed to in writing.
Therapy Services shall be billed in accordance with the Therapy Service model selected by Customer and identified in the applicable Gaggle invoice, which may include Unlimited Therapy Services, Standard Therapy Services, Retainer Therapy Services, or Usage-Based Therapy Services, as further described in the Therapy Service Models & Utilization Framework section of this Agreement.
Unlimited Therapy Services are billed on a subscription basis, providing broad access to therapy services across the Customer’s enrolled student population subject to the clinical scope, prioritization, and utilization governance described in this Agreement.
Pricing for Unlimited Therapy Services reflects anticipated utilization across the contract term and may be reviewed and adjusted at renewal based on historical utilization patterns, service mix, clinical acuity trends, and overall service sustainability.
Availability of Unlimited Therapy Services is subject to the eligibility limitations set forth in the Therapy Service Models & Utilization Framework section of this Agreement.
Standard Therapy Services are billed in accordance with the pricing and service parameters specified in the applicable invoice.
Standard Therapy Services are subject to utilization limits and service parameters as set forth in the applicable Gaggle invoice. Utilization beyond such limits may require service throttling, reprioritization, or transition to a different Therapy Service model or pricing arrangement, as agreed by the parties.
Where expressly identified in the applicable invoice, Therapy Services may be billed using a retainer-based model as a legacy or exception-based service arrangement.
Where expressly identified in the applicable invoice, Therapy Services may be billed using a retainer-based model as a legacy or exception-based service arrangement, subject to the terms of this Agreement and the applicable invoice.
Where Therapy Services are provided under a retainer-based model as expressly identified in the applicable Gaggle invoice, the following additional terms apply:
Retainer amounts are due and payable upon receipt of invoice. Retainer balances, rollover terms, therapist retention fees, and other retainer-specific conditions shall apply only where the retainer model is expressly selected and shall be governed by the terms set forth in the applicable invoice and this Agreement.
Where selected by Customer and expressly identified in the applicable invoice, Usage-Based Therapy Services shall be billed on a per-session basis at the applicable premium rate.
Usage-Based Therapy Services pricing includes a ten percent (10%) administrative and operational markup above standard per-session pricing and is not subject to subscription-based discounts.
Charges for Usage-Based Therapy Services shall be invoiced in arrears based on services delivered during the applicable billing period unless otherwise agreed to in writing.
Subscription fees may be supplemented by Medicaid, private insurance, grants, district funding, or other third-party funding sources where applicable.
Service activation requires payment in accordance with the applicable invoice. The subscription term begins on the Service Start Date.
Pricing described in this Agreement may be reviewed and adjusted annually or at renewal to reflect changes in utilization, service mix, clinical acuity, workforce availability, or other factors impacting service sustainability.
Therapy services require the advance scheduling and reservation of licensed clinician time. Because reserved clinician time cannot always be reassigned on short notice, cancellations, reschedules, or no-shows may be treated as utilized or billable services depending on the Therapy Service model selected.
Under Unlimited Therapy Services, individual session cancellations or missed appointments are not subject to per-session cancellation fees. However, repeated late cancellations or no-shows may be considered as part of overall utilization patterns and may result in adjustments to scheduling workflows, access prioritization, or other utilization governance measures as described in this Agreement.
Under Standard Therapy Services, sessions canceled or missed without required advance notice may be counted toward utilization limits or treated as utilized capacity, as clinician time was reserved and may not be recoverable.
Under Retainer Therapy Services, Customer acknowledges that fees reflect the reservation of dedicated clinician capacity. Accordingly, cancellations, reschedules, no-shows, or unused reserved time do not reduce retainer obligations, regardless of whether individual therapy sessions occur, unless expressly agreed to in writing.
Under Usage-Based Therapy Services, sessions canceled or missed without required advance notice may be billed as completed sessions, as clinician time has been reserved and associated administrative and clinical coordination costs have been incurred.
Notice requirements, cancellation windows, and operational scheduling policies may be communicated separately and updated from time to time consistent with standard clinical practice.
Customer agrees To:
Gaggle Therapy agrees to:
ReachOut and ReachOut Proactive
Gaggle will provide crisis response and de-escalation for students 24x7 via call, text, web chat, Google Chat, or Microsoft Teams. Gaggle will provide each customer with a specific local number to connect with a ReachOut crisis counselor. ReachOut is staffed with trained crisis counselors to address youth crisis situations. ReachOut can include proactive check-ins with students. Crisis response will involve local authorities if a student is deemed to be in a harmful and imminent situation. ReachOut is designed for in-the-moment response and not to be used as ongoing therapy or counseling services.
Applicable ReachOut and ReachOut Pro Subscription Services May Include but are not limited to:
Billing and Subscription Information
Customer Agrees To:
Gaggle Agrees To:
Gaggle will provide ReachOut AI™, an emotional support service that offers students an empathetic AI-driven conversational experience while ensuring interactions are overseen in the background by trained crisis counselors who may intervene in real time when concerning or crisis situations arise. ReachOut AI™ may be purchased as a standalone service or in combination with other Gaggle mental health or safety services, as specified in the applicable Gaggle invoice. Applicable ReachOut AI™ Subscription Services May Include but are not limited to:
Gaggle’s archiving and backup services provide secure, cloud-based storage for critical school data, ensuring long-term retention, compliance, and easy access. Archive focuses on preserving important records for legal and regulatory requirements, while Backup enables quick recovery in case of accidental loss or system failure. These services eliminate reliance on on-premises hardware, offering a scalable and efficient data management solution.
Gaggle shall retain and securely store Customer email messages up to 50 megabytes (MB) in size and cloud-based (Drive) files up to 300 megabytes (MB) in size.
This service includes:
Upon request, for an additional charge, all email content and cloud-based files archived by Gaggle may be delivered to the Customer.
Applicable Archiving and Backup Subscription Services May Include but Are Not Limited To:
Billing and Subscription Information
Customer Agrees To:
Gaggle Agrees To:
Gaggle shall regularly maintain and update, as needed, all Services. General maintenance typically shall not result in an interruption of Services (Downtime) except for Scheduled Downtime or Emergency Downtime, which is outside the control of Gaggle.
Gaggle guarantees that its Services shall be available 99.5% of the time in a given month, excluding Scheduled Downtime for maintenance and Emergency Downtime. Downtime exists when a particular Customer is unable to send or receive data from Gaggle servers, and the failure is resolvable by Gaggle, and such failure has been clearly and fully communicated in writing to the Gaggle technical support team. Downtime shall be applicable until the server is able to send and receive data, as confirmed by Gaggle’s monitoring systems. Maintenance and updates to Services, which may require an interruption of Services, shall be scheduled by Gaggle through notice to Customer of the Scheduled Downtime. Gaggle shall undertake commercially reasonable efforts to arrange Scheduled Downtime for maintenance and updates to be performed during off-peak hours.
When third-party applications are used within Gaggle Services, Gaggle does not have control over these applications. Downtime of these applications is specifically excluded from this SLA.
Gaggle will fulfill its obligations and deliver services in accordance with the service-specific response rubric provided to and reviewed with the customer. This rubric defines the expected incident response actions corresponding to each incident severity level. Gaggle reserves the right to update the rubric at any time to ensure it remains aligned with evolving best practices and the specific needs of the customer.
This SLA and any applicable Services do not apply to any of the following:
Issues that are due to factors outside of Gaggle’s control include but are not limited to, natural acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third-party services, virus attacks or hackers, failure of third-party software, or inability to obtain raw materials, supplies, or power used in or equipment needed for the provision of this SLA.
Interruptions that result from Customer and/or third-party hardware or software and that are not within the primary control of Gaggle.
Issues that result from outages between Gaggle’s Internet Service Provider and Gaggle servers.
Interruptions relating to Domain Name Server (“DNS”) issues outside the control of Gaggle, including DNS propagation or any delays in the registration or transfer of domain names and browser or DNS caching that may make Customer Site appear inaccessible when others can still access Customer Site.
Scheduled Downtime, including upgrades and Emergency Downtime, as described in Section 2.
Customer acts or omissions (or acts or omissions of others engaged or authorized by Customer) including, without limitation, custom scripting or coding and any unauthorized, unlawful email practices.
Issues due to any negligence, willful misconduct, or use of the Services in breach of this SLA, Terms and Conditions, and other related documents.
This SLA shall commence on the Service Start (Commencement) Date and end on the earlier of the Service End (Expiration) Date or at the time of termination in accordance with Section 7.
The Services under this SLA are provided to Customer pursuant to Tiered Administrator Access Permissions, which Customer will select and assign to its users based on the access and security needs of the Customer’s organization. Users shall only be allowed to access and utilize the Services based on the designated Administrator Access Permission. The Customer is responsible for communicating all usernames and passwords to its users. The Customer shall control all Customer Tiered Administrator Access Permissions and any changes to those Permissions.
Use of accounts shall be limited to those individuals granted access by the Customer, who is solely responsible for the assignment of accounts and the enforcement of user access security. Gaggle shall use commercially reasonable efforts to advise Customer in identifying any known security breach, but Gaggle shall not be liable to Customer or any user for any inability, failure, or mistake in connection with such assistance. The Customer is responsible, at its own cost and expense, for maintaining all Customer (Client) Software and Hardware Configurations recommended by Gaggle, which may be updated from time to time. The Customer shall report to Gaggle any changes to its Customer (Client) Software and Hardware Configurations.
The Customer shall be responsible for monitoring and reporting any problems with its Customer (Client) Software and Hardware Configurations to Gaggle in written or digital format. All Gaggle Services shall only be used in a manner consistent with the appropriate uses associated with the operations and functions of Customer’s organization and shall not be contrary to public policy, the law, and commercially acceptable online etiquette. Failure to comply with these limitations may result in Gaggle suspending or terminating the Services of the violating user or all Customer accounts without notice. Gaggle maintains a ticket system to manage all Customer issues. Gaggle provides customer service between the hours of 6:00 AM and 6:00 PM CT, Monday through Friday.
Customers can reach our Customer Service team by email (support@gaggle.net), telephone (800-288-7750), or by accessing a live chat feature within the Gaggle interface and on the Gaggle website. After-hours support is provided through a monitored email account at support@gaggle.net. Gaggle provides additional technical support twenty-four (24) hours per day, seven (7) days per week. Response time commitments are made based on the severity of the issue, ranging from six (6) hours for critical issues to twenty-four (24) hours for informational requests.
If Customer believes Gaggle is in violation of this SLA, Customer should send an email to Gaggle at support@gaggle.net indicating the day(s) and time(s) in which the unavailability of Services occurred. Gaggle will review each claim and respond to the sender of the email within one (1) full business day.
Gaggle may also terminate or suspend any and all Services immediately, without prior notice or liability, if Customer breaches any conditions set forth in this SLA or in the Terms and Conditions. Gaggle can, at any time, modify or discontinue any of its Services without liability to any user or third party.
Unless specified otherwise herein: (a) all notices must be in writing and addressed to the attention of the other party’s legal department, and primary point of contact; and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
Neither party may assign or transfer any part of this SLA without the written consent of the other party, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed to be severed and this Agreement shall remain in full force and effect with that provision severed or as modifi ed by court order provided that said provision determined invalid does not substantially impair the intent or substance of this Agreement so that the purposes of this Agreement are not fulfilled and the benefi ts to the parties hereto are not realized. If said provision does substantially impair the intent or substance, the parties shall attempt to agree on an amendment to this Agreement to address the changes necessary because of the court determination. If the parties are unsuccessful in negotiating an amendment, this Agreement shall terminate.