This Management Agreement (“Agreement”) is between KENTUCKY STATE UNIVERSITY, a non-profit educational institution (“Client”), and SODEXO OPERATIONS, LLC, a Delaware limited liability company (“Sodexo”). Sodexo and Client shall be known individually as a “Party” and collectively as the “Parties”. The Parties agree as follows:

1.1 Purpose of Agreement. Sodexo is a provider of professional Integrated Facilities and Energy Services (the "Services"). This Agreement sets forth the terms and conditions upon which Client provides Sodexo the exclusive right to manage and operate the Services for Client at the Premises.

1.2 Independent Contractor. Sodexo shall be an independent contractor and shall retain control over its employees and agents. Nothing in this Agreement shall be deemed to create a partnership, agency, joint venture, or landlord-tenant relationship between the Parties.

2.1 Accounting Period. A period of one (1) calendar month, twelve (12) of which shall constitute an accounting year.

2.2 Integrated Facilities and Energy Services. All preventive maintenance, corrective maintenance, general maintenance, grounds maintenance, repairs, and custodial and other services provided by Sodexo and managed within the operating budget for the current contract year as specified in the Schedules attached hereto and incorporated into this Agreement.

2.3 Charge. A fee established by Sodexo for services provided by Sodexo.

2.4 Contract Price. Sodexo's annual compensation for performance of the Services.

2.5 Premises. Client's facilities are located at 400 E Main Street, Frankfort, Kentucky 40601 and as further detailed in Schedule I, attached hereto.

2.6 Productive Labor. Sodexo's non-management employees engaged in the operation of the Services.

2.7 Small Equipment. Mops, brooms, buckets, pails, brushes, hand tools, etc. used in the Services.

2.8 Supervised Employees. Client's non-management employees assigned to work in the Services.