Service Level Agreement

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.

1. Descriptions of Services

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

Gaggle Safety Team Members will alert designated local authorities, who can then determine the appropriate course of action to help ensure student well-being. Possible Student Situation (PSS) incidents occurring after hours, overnight, and on weekends will be handled by the Gaggle Safety Team. Gaggle will reach out to local authorities or social workers to perform a wellness check.

Gaggle will pull data from the district’s Student Information System (SIS) so that we can provide the relevant information to authorities. Files with the student data will need to be uploaded daily via a file transfer (sFTP) for each group.

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:

Automated analysis of student-generated content on school-issued accounts and devices, with human review to identify potential risks such as self-harm, bullying, violence, drug use, and explicit content.
Real-time alerts sent to designated emergency contacts for urgent concerns, with immediate escalation to law enforcement when warranted.
Identification and removal of sexually explicit material and other harmful content from district cloud storage (e.g., Google Drive, Microsoft OneDrive).
Monitoring of student web activity via browser extensions, capturing search queries, online interactions, and user-created incidents.
24/7 monitoring of safety tips submitted by students, staff, and parents, with appropriate filtering and escalation.
Wellness checks and emergency outreach facilitated in partnership with local authorities for critical incidents occurring outside school hours.
Secure data integration to enhance accuracy and efficiency in incident response.

Gaggle’s solutions are cloud-based and device-agnostic, ensuring continuous protection whenever students use their school-provided accounts.

Billing and Subscription Information

The Customer agrees to the standardized subscription rate for Gaggle’s Safety Management Services, as outlined in the Gaggle invoice.
Subscription fees may be supplemented by grants, district funding, or third-party resources.
Service activation requires an initial subscription payment, with renewal terms as specified in the agreement.
The subscription term begins with the Service Start Date.

Mutual Obligations

Customer Agrees To:

Maintain confidentiality of all student safety alerts and reports in accordance with applicable privacy laws and policies.
Provide accurate and up-to-date designated emergency contact information in the Gaggle Portal.
Secure appropriate parental consent where necessary for the monitoring of student accounts and communications.
Ensure school personnel take appropriate action upon receiving alerts from Gaggle’s Safety Management system.
Provide a minimum of 30 days' notice for contract termination to allow for proper transition planning.

Gaggle Agrees To:

Provide continuous 24/7/365 monitoring of student activity on district-provided technology.
Notify designated emergency contacts promptly regarding student safety concerns.
Ensure all activities, including monitoring and alerting procedures, comply with state and federal privacy laws (e.g., FERPA, COPPA).
Provide school districts with a secure Reporting Dashboard to track incidents and trends.
Maintain professional liability coverage and data security measures to protect student information.
In cases where a student is at immediate risk of harm (e.g., self-harm, violence), Gaggle will initiate emergency protocols, which may include contacting district personnel, emergency responders, or designated local authorities.
Continuously update machine learning models and incident response protocols to reflect evolving student communication patterns and emerging risks.

Gaggle is committed to supporting schools in maintaining a safe and secure digital environment for students while ensuring compliance with all applicable privacy regulations.

Mental Health Services

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 and group and family tele-therapy or coaching sessions to address a variety of experiences, symptoms, and disorders. Students will participate in ongoing video sessions for a duration determined by the provider. Sessions will 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).

Applicable Therapy Services May Include but are not limited to:

Video conference mental health therapy and coaching services, consultation, collaboration with school staff, documentation and planning, parent contact, and service coordination.
Assessments, e.g., pre- and post-assessments and intervention services; initial and biennial assessments. Additional assessments will be administered where outlined in the student’s assessment plan.
Review of Records / Parent & Teacher Interviews, e.g., a cumulative file review for a student, including medical, educational, and social development histories, plus current parent and teacher interviews. All such services are billed at the same rate as clinical sessions, as a Coordinated Care session.

This Agreement also governs Customer’s use of Licensed Mental Health professionals to provide Services.

Billing and Retainer Information

The Customer agrees with the standardized hourly rate for Gaggle Mental Health Services.
Cost for services may be supplemented by Medicaid, Private Insurance, Grants, or other third-party funding.
The Customer agrees to secure Gaggle Mental Health Services with an initial retainer, outlined in the Gaggle Invoice. The parties recognize that the retainer billing may vary over the term of the contract, and an additional retainer may need to be secured to continue services for students.
Retainer expires 12 months from Service Start Date. In the event of an unused retainer amount, that amount can be extended for an additional 12 months.
If the full contract value is not utilized within the first 12 months and the remaining retainer is carried over to the following 12 months, a 10% Therapist Retention Fee will be applied to the unused retainer amount.
For Grant Funded Retainers, if 40% of the retainer is not used by the end of the 12-month term, a 10% Therapist Retention Fee will be charged to the remaining retainer balance.
If, 24 months after the original Service Start Date, the District has an unused portion of its retainer for Therapy Services, Gaggle agrees to allow the District to roll over the unused balance into a subsequent agreement, subject to the following conditions:
- Renewal Requirement: The District must enter into a new agreement for Therapy Services with Gaggle before the expiration of the original agreement, with a minimum retainer amount of 1.5 times the remaining retainer balance at the end of the current term.
- Rollover Period: Any unused balance rolled over from the prior agreement must be used within one hundred twenty (120) days of the commencement date of the new agreement.
- Non-Transferability: Rolled-over hours may not be transferred to other services, agreements, or entities, and must be used solely for Therapy Services under the renewed agreement.
The retainer is due and payable upon receipt of the invoice. Invoices outstanding for over 60 days are subject to a 1% per month late payment penalty.
Client No-Show is an Unplanned Client Absence. If the Client cancels a session with less than 24 hours advance notice or the session does not occur due to a Client absence (“Unplanned Student Absence”), the Customer agrees to pay Gaggle the applicable Rate to cover a portion of the scheduled session.
Pricing described in this contract may be reviewed and adjusted annually to reflect changes in the Producer Price Index published by the United States Bureau of Labor Statistics.
Customers who choose not to use the retainer model pricing will incur a 5% service fee.

Mutual Obligations

Customer agrees To:

To maintain the confidentiality of professional reports as required by state law or professional standards.
To provide any necessary information for each student referred to Gaggle Mental Health Services.
To secure informed consent from students and families prior to referring students to Gaggle Mental Health Services.
To provide a suitable, legally-compliant area to administer mental health services if a student is otherwise unable to secure a private or appropriate location.
To provide a minimum of 30 days' notice if canceling services to ensure sufficient time for transitioning clients who are currently receiving services.

Gaggle Therapy agrees to:

To provide licensed mental health professionals that may include counselors, therapists or therapist associates under clinical supervision that have passed a background check and screening in accordance with applicable state law.
Mental Health providers licensed in other states may also be used, and such licenses shall be provided, upon request, to the Customer.
To provide the school district with account statements reflecting the services provided and the current retainer balance.
To ensure all providers are covered by professional liability insurance and maintain bodily injury coverage.
To provide access to the district Reporting Dashboard for monitoring the progress of clients.
To maintain the confidentiality of student records as required by FERPA and applicable state law or professional standards and to honor any previously signed Data Privacy Agreement and Student & Staff Data Privacy Notice.
In the event a client presents as suicidal, homicidal, or other behaviors that would cause the client or any other person immediate danger of harm, the provider will ask the client to speak to parent/guardian (in-home session) or district personnel (in- school session) located nearest to the client’s current location. If they cannot or will not comply, the provider will contact their local police/EMS dispatch and make every effort to keep the client engaged when emergency personnel arrive.
If a provider has concerns regarding the welfare of a client, the provider will contact the appropriate authorities in the state where the client resides.
To maintain the confidentiality of student and staff safety management information as outlined in our Student & Staff Data Privacy Notice.
To maintain the confidentiality of student and staff Gaggle therapy information.

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:

Crisis response via call, text, or web chat, providing active listening and de-escalation for students 24x7. Crisis response will involve local authorities if a student is deemed to be in a harmful and imminent situation.
Collect as much relevant information from the student related to the situation, such as name, location, school, and involved parties to pass along to district partners and/or local authorities in efforts to provide additional support to the students using ReachOut.
Follow up with customers and/or local authorities on student conversations based on the severity of the specific situation and include any relevant data collected.
Provide reports to customers detailing the volume and details of the held conversations.
Proactive communication with students as well-being check-ins and/or reminders of service.

Billing and Subscription Information

The Customer agrees to the standardized subscription rate for Gaggle’s ReachOut and ReachOut Pro Services, as outlined in the Gaggle invoice.
Subscription fees may be supplemented by grants, district funding, or third-party resources.
Service activation requires an initial subscription payment, with renewal terms as specified in the agreement.
The subscription term begins with the Service Start Date.

Mutual Obligations

Customer Agrees To:

To provide Gaggle with appropriate contact information for local authorities and local resources to refer students who need additional support.
To promote the ReachOut services to the district by regularly advertising the provided number and web chat widget.
To maintain the web chat widget on a district website accessible to students.
Gaggle ReachOut and ReachOut Pro are not to be used for ongoing therapy or counseling services.
Enable appropriate communication tools to allow proactive contact with students.

Gaggle Agrees To:

To provide 24/7 access to communication with trained crisis counselors via call, text, or chat.
Ensure that all crisis counselors have been adequately trained in de-escalation techniques and have passed a background check and screening in accordance with applicable state law.
To provide a specific local number for the customer that can be used for both calling or texting to connect to a trained crisis counselor.
To provide materials to promote the crisis number to their school community.
To provide a regular report and summary of communications received through the system.
To maintain the confidentiality of student records as required by FERPA, state law or professional standards, and to honor any previously signed Data Privacy Agreement.
To maintain the confidentiality of student and staff safety management information as outlined in our Privacy Policy.
To maintain confidentiality of student and staff information.

Archiving Solutions for School Data Compliance and Security

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.

Archiving Services

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:

Full-text indexing for easy retrieval of archived content.
Tiered administrator access permissions to control data visibility and security.
Granular litigation management tools for legal and compliance needs.
Audit logs tracking access and activity for transparency.
Policy-based data retention ensuring compliance with regulatory and district-specific requirements.
Advanced search, data recovery, and export options for streamlined data management.

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:

Secure, long-term retention of email communications and cloud-based documents.
Full-text search and advanced filtering to locate archived content quickly.
Litigation hold and legal discovery tools to meet compliance requirements.
Automated backup and recovery to prevent data loss.
Integration with district data retention policies for seamless compliance.

Billing and Subscription Information

The Customer agrees to the standardized subscription rate for Gaggle’s Archiving and Backup Services, as outlined in the Gaggle invoice.
Subscription fees may be supplemented by district funding, grants, or third-party resources.
Service activation requires an initial subscription payment, with renewal terms specified in the agreement.
The subscription term begins with the Service Start Date.

Mutual Obligations

Customer Agrees To:

Maintain confidentiality of all archived data in accordance with applicable privacy laws and policies.
Ensure compliance with district data retention policies when utilizing Gaggle’s Archiving services.
Secure appropriate access controls and permissions for designated personnel managing archived data.
Provide a minimum of 30 days' notice for contract termination to allow for proper transition planning.

Gaggle Agrees To:

Provide secure, cloud-based archiving and backup solutions with continuous availability.
Ensure all archiving and backup processes comply with state and federal privacy laws (e.g., FERPA, COPPA).
Offer administrator access controls, search functionality, and data recovery tools.
Maintain audit logs to track access and modifications to archived data.
Deliver archived data upon Customer request, subject to additional fees where applicable.

2. Service Standards

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.

3. Limitations

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.

4. Duration

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.

5. Roles and Responsibilities

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 Confi gurations 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 Confi gurations 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 7:00 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.

6. SLA Claim

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.

7. Termination

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.

8. Notifications

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.

9. Assignment

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.

10. Severability

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.