Consultants and Professional Staff – Kenny Daugherty, President, and Emily Myers, CEO, will be the lead consultants on this search. Other team members will be Jennifer Barfield, Senior Vice President, who will assist with candidate identification and recruitment; Judy Lunsford, Vice President and Chief Marketing Officer, who will prepare the position description profile and advertisements; Amira Bevill, Director of Operations, who will assist with search operations and communications; Robb Myers, Senior Vice President, who will assist with background and credential checks; and Hunter Godsey, Senior Vice President, who will assist with invoicing and contract preparation.

Applicant Processing – Upon SEARCH FIRM's commencement of promoting/advertising the search, UNIVERSITY agrees that all applicants—internal and external—will be processed through the process as defined in this Letter of Agreement.

Fee – SEARCH FIRM's professional fee for the presidential search is $45,000 and includes the development and design of the position description profile and its distribution to prospective candidates; design and submission of advertising/announcements; receipt and processing of candidate application materials and nominations; candidate evaluation; identification of excelling candidates; interview assistance; reference, credential, and background checks; contract negotiations (if needed); access and use of SEARCH FIRM's secure, web-based candidate review portal; the use of toll-free conference call phone service; background check expenses; and office operation expenses, e.g. copies, faxes, courier fees, postage, etc.

The professional fee will be invoiced in three (3) installments of $15,000 each. The first installment is due with the signed agreement. The remaining two (2) installments will be invoiced 30 and 60 days following signing of the agreement.

Expenses – UNIVERSITY will be responsible for search-related expenses, including advertising approved by UNIVERSITY; travel and lodging of the candidates invited onsite by UNIVERSITY; and travel and lodging expenses of search consultants requested onsite by UNIVERSITY. Search expenses are invoiced at cost as incurred and will be in accordance with UNIVERSITY's reimbursement policy.

Payment of Fee and Expenses – Payment of expenses are due in full upon receipt. UNIVERSITY agrees to pay all fees and expenses, as set forth herein, regardless of the successful candidate's status as an internal or external applicant. In the event UNIVERSITY makes a successful offer to a candidate prior to completion of the schedule of invoices, any and all remaining fees and expenses will be invoiced for immediate payment.

Warranty – SEARCH FIRM guarantees the quality of its work. In the event the hired candidate leaves employment within the first 12 months, SEARCH FIRM will conduct a one-time replacement search on an expense-only basis. This search replacement warranty will be voided if UNIVERSITY hires a candidate prior to completing the search and vetting process detailed in the aforementioned Search Process Summary.

Cancellation – UNIVERSITY may cancel this search at any time, but in no case would SEARCH FIRM's fees be less than the first installment invoice plus accrued expenses. Should cancellation occur after 90 days, SEARCH FIRM's fees are considered earned in full.

Indemnification – SEARCH FIRM shall hold harmless and indemnify UNIVERSITY from and against any and all damage or claims that may arise during normal operation of SEARCH FIRM's business, except loss or damage arising from any neglect by UNIVERSITY, its agents, or employees.