USER GUIDE (Second Edition Published May 2011)

UNIVERSITY OF CALIFORNIA SYSTEMWIDE ORGANIZATIONAL EFFECTIVENESS PROFESSIONAL SERVICES AGREEMENTS MASTER CONTRACTS FOR SYSTEMWIDE ACCESS USER GUIDE (Second Edition Published May 2011) Distributed By: Talent Management & Staff Development Human Resources Office of the President Oakland, CA 94607 Contacts: John Cammidge for Human Resources john.cammidge@ucop.edu Diane Diotte for Procurement ddiotte@finance.ucla.edu Ma y 2011

SYSTEMWIDE ORGANIZATIONAL EFFECTIVENESS AGREEMENTS USER GUIDE List of Contents 1. PURPOSE & CONTENT OF AGREEMENTS 2. LOCATION ACCESS TO AGREEMENTS: PROCESS FOR ENGAGEMENT 3. SERVICES PROVIDED BY AGREEMENTS 4. SAMPLE CONTRACT 5. CONTRACTOR MARKETING SUMMARIES 6. QUALITY ASSURANCE STANDARDS UC Organizational Effectiveness Professional Services Agreement Page 2

1. PURPOSE & CONTENT OF ORGANIZATIONAL EFFECTIVENESS AGREEMENTS The H uman R esources department, Office of the P resident, has completed two competitive bi ds (RFP s) for co nsulting services to co ver or ganizational effectiveness and staff development ac tivities. The first w as in A pril 2010 w hen twenty vendors were approved for systemwide contracts. The second was completed in March 2011 and added 18 v endors to the appr oved l ist. These m aster P rofessional S ervice Agreements (PSA s) can be use d for p rojects when t he U niversity does not hav e adeq uate internal resources. This number of firms allows the University to obtain a full range of services, to use specialist firms for projects requiring deep knowledge in specific functions, to provide local coverage for all campuses, to establish pricing alternatives for similar services, and to avoid capacity limitations caused by the relatively small size of many of the firms. Consulting services are available t o bo th ad ministrative and a cademic l eadership and sh ould a ssist m anagers i n addressing or ganizational and st aff development needs. Since vendors have been prequalified, a l ocation will not need t o conduct a se parate bid process if the scope of the work falls within the terms of these agreements. T he purpose of the services provided by the PSA s is to improve pr oductivity at t he U niversity t hrough or ganization ch ange and process improvements, and to f acilitate increases in em ployee performance t hrough professional/individual development. By establishing these PSA s ahead of specific needs, the University of California expects to be abl e t o ac t quickly w hen needs arise an d w ill hav e acce ss to competitive p ricing already negotiated with approved vendors. The Chief Human Resources Officers (CHRO s), or t heir desi gnee, at each o f the ca mpuses, m edical ce nters, and l aboratories are responsible for co ordinating t he use of these contracts to ensu re that al l l ocal act ivity performed under them is consistent w ith t heir pur pose, and t o ensu re t hat r equested services cannot be performed using internal resources. In addi tion to t hese co ntracts, the U niversity has established systemwide co nsulting arrangements with four major firms to provide a broad array of HR consulting services. The four firms a re D eloitte Consulting LLP, H ewitt Associates, M ercer (US) Inc., and Towers Watson. Further details of these contracts can be found on the UCOP Purchasing Services Agreements database. There is no retainer or other fee incurred as a result of establishing these agreements. Each pr oject or en gagement unde r the um brella agr eements w ill be pai d for by the sponsoring m anager in acco rdance w ith del egated aut horities. S ome key co mponents of these agreements are as follows: UC Organizational Effectiveness Professional Services Agreement Page 3

1. Services Provided: These co ntracts cover a br oad r ange of services: organization effectiveness including strategy dev elopment, organizational ch ange, work pl ace culture, work process improvements, project management, job design, performance management, pee r ben chmarking, 360 as sessments, di versity/inclusion pr ograms, the desi gn o f talent management pol icies and practices, and team e ffectiveness. Staff development se rvices are focused on areas such as job co mpetencies, employee dev elopment asse ssments, n ew em ployee or ientation, o utplacement, personal co aching, l eadership dev elopment, ca reer adv ice, and co nflict resolution. Very few contractors offer these services in their entirety. 2. The T erm of the Agreements: The t erm i s typically for t hree y ears. Further extensions of up t o f our opt ional 12 -month pe riods are possible t hrough m utual agreement. There is no dollar restriction in place on the use of these agreements. 3. Letter of Engagement for Each Project: It is essential that all projects undertaken as part of these agreements are initiated through a Letter of Engagement. The content is described i n E xhibit B i n ea ch a greement. The Le tter o f Engagement should summarize the project, confirm pricing, identify where invoices are to be sent, specify the co ntact and timelines for t he project, and pr ovide det ails of the sp onsor, department, and campus requesting the work. The local CHRO must be notified of each L etter o f E ngagement be fore w ork commences. No ch anges to t he agreements general terms and conditions can be made in the Letter of Engagement. 4. Pricing: Not t o E xceed pr icing i s stipulated i n each co ntract and i n most ca ses prevails for a three year term. In some contracts, the vendor offers discounts based on volume; however, al l contracts include a Fees-Special Considerations clause that requests the co ntractor to co nsider sp ecific p ricing a rrangements for eac h project Letter that provides fees below those listed in the agreement. There is no obligation on the part of the contractor to grant such pricing improvements. 5. Account M anagement: Engagements es tablished under these m aster a greements are delegated to campuses, medical centers, and laboratories in accordance with the local aut horities. N o a uthorization or app roval i s required from th e O ffice of th e President. D epartments/sponsors should co mmunicate projects to their l ocal Purchasing Departments so t hat t he app ropriate l ocal pur chase or der or bl anket order release can be established. Engagement details for each project (using Exhibit B of t he Agreement) ca n ei ther be co pied or excerpted into the purchase or der o r release. Department/sponsors should ensure that invoices are paid on time and that project plans and quality assu rance st andards are est ablished t o their satisfaction. Contractors will separately report on a six monthly basis the systemwide projects that they are engaged in to UCOP Human Resources. These reports will be circulated to the campus Training and Development Directors; the first such report was published January 2011. Questions concerning these agreements ca n be addressed t o Jo hn Cammidge (john.cammidge@ucop.edu) or to the local CHRO. UC Organizational Effectiveness Professional Services Agreement Page 4

6. Amendments to t he A pproved Li st o f C ontractors: Periodically i t i s expected t hat new Requests for Proposals (RFP s) will be issued to solicit bids for new vendors to close gaps t hat em erge i n these co vered se rvices. P otential new co ntractors that are k nown locally m ay be r eferred t o the campus CHRO o r t o Jo hn Cammidge (john.cammidge@ucop.edu) so that t hey ca n be i ncluded on t he l ist of future R FP mailings. Vendors not on the approved list of systemwide contractors may also be used at local discretion. In t hese si tuations, it i s expected that a st andard Professional S ervices Agreement (PSA) w ill be necessary t o engage t he f irm s services. Advice should be sought from the local Purchasing function. 2. LOCATION ACCESS TO AGREEMENT PROCESS FOR ENGAGEMENT The following describes the basic process if a UC location chooses to engage one of the firms listed bel ow through the use o f a p re-established sy stemwide P rofessional S ervices Agreement (PSA s): April 2010 Approved Vendors Archstone Consulting Aspire Consulting Blessing White, Inc. Ewins & Winby Huron Consulting Insignium Performanc e Jackson Project Services KH Consulting Group La Piana Consulting Lee Hecht Harrison Mary Beth Baker Mason Smith Success Factors MGT of American Organizational Excellence PDI Ninth House Right Management I4 Process TalentSmart The Consulting Team York Consulting Team March 2011 Approved Vendors Abeles & Associates B.E. Smith Barbeau Associates Barnes & Conti Demeter Matrix Envisia Learning Innovative Learning Jackson Hole Group K. Iwata & Associates Miriam Abrams & Associates Mojdeh Rezaee People on the Go Powers Consulting ROI Consulting Scott Madden Solution Strategies Sonoma Leadership Systems Torchiana, Mastrov & Sapiro These contracts may be used for engagements irrespective of project cost. The department/project sponsor must develop the project scope, timing, estimated hours, and deliverables directly with the services firm. They may consult with as many firms on the l ist a s t hey ch oose to i dentify the best v endor av ailable for t heir need s. UC Organizational Effectiveness Professional Services Agreement Page 5

Alternatively, they m ay r equest t he l ocal Human Resources f unction (with t he assistance of UCOP HR as appropriate) to conduct this due diligence for them. Once a co ntractor has been ch osen, the co ntractor should be as ked by t he department/project sp onsor to no tify t he l ocation s CHRO (or designated representative) of t he project. T his can be accomplished by hav ing t he contractor share a copy of the Letter of Engagement with the CHRO. Once the CHRO has confirmed that the project can go forward under the terms of t he master a greement, it is the department/project sponsor s responsibility to ensure that the Engagement Letter (using the format of Exhibit B copy attached at the end o f t his section) i s completed and si gned by al l par ties before w ork m ay begin. In accordance with the requirements of the master agreement, engagement letters must include: References to the Master Agreement (account number and se rvice provider name); Description of project scope and objectives; Period of performance and established number of hours; Name of UC client sponsoring the work and name of local HR office notified; The deliverables including work methodology, g roups t o be involved, reports/presentations to be made, and work completion date; Fees and expenses; and Name of contractor, project lead, and consulting staff assigned to the project. The l ocation has full di scretion i n co ntracting for or ganizational ef fectiveness services under these Master Agreements. Direction of the project and development of per formance standards are managed at t he l ocal level and at t he l ocation s discretion. Billing, project, and purchase order management will be the responsibility of the location, the appropriate Material Manager and the consulting firm. Should t he sco pe o f t he i nitial pr oject change/expand, t he l ocation should execute an Amendment to the Engagement Letter and hav e it signed locally by the appropriate, authorized UC person. Local projects should not dupl icate or be i n co nflict w ith ot her U niversity initiatives. Up on request, UCOP HR will inform the location requesting access to a Master Agreement if similar projects are underway at other locations. UC Organizational Effectiveness Professional Services Agreement Page 6

The cost of all projects must be funded locally and in accordance with prevailing budget and authorization requirements. If you wish to discuss any of the following, you are welcome t o co ntact John Cammidge (john.cammidge@ucop.edu; 510-987- 0141): Help in identifying each f irm s strengths, similar pr ojects that the f irm might have performed in the recent past; Fee structure; Liability limitations and contract terms; References t hat m ight be t aken to validate a co ntractor s competency t o perform a specific project; and/or Any other aspect of administration and management related to these Master Agreements that has not been addressed by this User Guide. If a co ntractor needs a ccess to a ca mpus H R representative or ot her p otential local business partners, they must first contact UCOP HR for assistance. UC Organizational Effectiveness Professional Services Agreement Page 7

EXHIBIT B UNIVERSITY OF CALIFORNIA SAMPLE CONTENT FOR LETTER OF ENGAGEMENT TO PROVIDE ORGANIZATIONAL EFFECTIVENESS AND STAFF DEVELOPMENT SERVICES 1. SUMMARY DESCRIPTION OF PROJECT, ACCOUNT NAME, NUMBER, AND SERVICE PROVIDER NAME 2. PERIOD OF PERFORMANCE TO EXTEND FROM TO 3. CLIENT SPONSORING THE WORK AND LOCAL HUMAN RESOURCES OFFICE 4. START AND FINISH DATES FOR THIS PROJECT 5. METHODOLOGY TO BE USED 6. ESTIMATED CONSULTING TIMES 7. PROJECT COST INCLUDING OVERALL MAXIMUM AMOUNT Specify consulting fees separate from other expenses. Note: Project Scope, Project Objectives, and Project Deliverables should be spelt out by the chosen consultant, either in its cover letter or in this Letter of Engagement. UC Organizational Effectiveness Professional Services Agreement Page 8

EXECUTING OFFICIALS This Engagement Letter is hereby executed by: The Regents of the University of California Date For the Contractor: Representative Name Date UC Organizational Effectiveness Professional Services Agreement Page 9

3. SERVICES PROVIDED A summary list of services provided under these master agreements is as follows: Organizational Effectiveness Change Management Diversity & Inclusion Employee Engagement Ethics/Compliance Leadership Improvement Strategies Organizational Design Peer Benchmarking and Best Practices Performance Management Project Management Shared Services Strategy Development Talent Management Team Effectiveness Training Strategies Work Process Redesign Workplace Culture and Behaviors Staff Development Services 360 Degree Assessments Career Management Competency Requirements Conflict Resolution E-Learning Employee Assessments Leadership/Management Development and Training New Employee Orientation/Onboarding Outplacement Services Personal Coaching Selection Processes Skills Training and Job Cross Training Staff Development Succession Planning Interpretation and application of t hese agreements to a sp ecific project m ay be discussed with UCOP HR for further clarification. UC Organizational Effectiveness Professional Services Agreement Page 10

4. SAMPLE CONTRACT Standard co ntract l anguage i s use d i n al l of the Master A greements. Slight variations may occu r be cause o f specific requirements negotiated by an i ndividual contractor. Attached i s the st andard l anguage that i s used with al l pot ential co ntractors under this systemwide services initiative. UC Organizational Effectiveness Professional Services Agreement Page 11

UNIVERSITY OF CALIFORNIA ORGANIZATIONAL EFFECTIVENESS PROFESSIONAL SERVICES AGREEMENT This a greement (the Agreement ) t o furnish c ertain or ganizational e ffectiveness and staff dev elopment professional se rvices is made as of, 20 by and b etween THE RE GENTS OF THE UNI VERSITY O F CA LIFORNIA, a Ca lifornia public corporation ( hereinafter ca lled " the U niversity") and, a California corporation (hereinafter called Contractor"). I. NATURE AND PLACE OF SERVICE The C ontractor shall furnish t o t he U niversity unbundl ed P rofessional Services for various organizational effectiveness and staff development services, to be available to bo th administrative and academic leadership t o assist them in addressing st aff and faculty organization and development needs, as more fully described in Exhibit A to this Agreement, attached hereto and incorporated herein by this reference. These services may be delivered through local Human Resources offices or directly through the sponsoring manager at the location. In some cases, these services will involve assi sting internal U niversity resources rather than all the work being conducted by t he C ontractor. I n al l ca ses, the campus, m edical ce nter, Law rence Berkeley National Laboratory, or equivalent entity s Chief Human Resources Officer (or desi gnated r epresentative) m ust be no tified by t he C ontractor be fore st arting work, to coordinate al l l ocal act ivity per formed under this Agreement, to appr ove eligibility of services under the contract, to confirm that the services are necessary and cannot be provided by internal resources, and to confirm that each project can go forward under the terms of this Agreement. The local Human Resources office is also responsible for monitoring and reporting on Contractor effectiveness so that the most appropriate Contractor can be chosen for future contracts. 1. Organizational Effectiveness 1.1. Assist l eaders and w ork groups w ith or ganizational audi ts, s trategy development and pr ocess facilitation, or ganizational r estructuring, w ork process st udies and i mprovements, ch ange m anagement, and implementation support through leadership and process management. UC Organizational Effectiveness Professional Services Agreement Page 12

1.2. Guide the r estructuring o f o rganizations through t he dev elopment o f appropriate posi tion r esponsibilities and desc riptions, j ob r edesign, reporting relationships, skill needs, and resource requirements. 1.3. Assess and adv ise on w ork processes, p rocess improvements and required pol icies, p rocedures and resources to opt imize e fficiency and effectiveness in specified departments. 1.4. Review and r ecommend on hum an r esources solutions required to support o rganization r ealignments a nd ch anges in w ork processes. Provide advice and dev elop materials to support communications to help implement recommendations including guidance on change management techniques. 1.5. Assess performance m anagement pol icies and t echniques; r ecommend changes and assist with i mplementation o f sa me to acco mplish productivity improvements. 1.6. Provide peer bench marking i nformation and data on ex ternal best practices and submit written reports as requested; advise on best practice transfer. 1.7. Assess and assi st w ith t he dev elopment o f w ork pl ace behav iors that establish common cu lture and values focused on ach ieving t he goals of departments/divisions/campuses. 1.8. Recommend appr opriate co mpetencies that l eaders, m anagers and employee g roups should possess, and diagnostic tools and methods for testing/assessing the possession of these competencies. 1.9. Improve the effectiveness, credibility, and r eputation of leaders and their supporting business culture. 1.10. Increase the division/department/campus s ability to attract, develop, and engage high quality, diverse, high performing employees. 1.11. Consult on t alent m anagement, succession planning, ca reer management, i ndividual dev elopment pl anning and ot her s taffing methodologies to en sure t hat qualified hum an resources ar e av ailable currently and prospectively to fulfill the mission and responsibilities of the University of California. 1.12. Provide pr oject m anagement services and i nstructional su pport for organizational effectiveness and staff development initiatives. 1.13. Design and del iver st rategies and p rograms t o build t eam e ffectiveness and increase team performance. 2. Staff Development Services 2.1. Identify, assess, and report on criteria and competencies that candidates should posse ss i n t erms of se lection and dev elopment for a pa rticular position or posi tions; conduct and report on st aff ev aluations and assessments against same criteria and competencies. 2.2. Provide g uidance and su pport for e ffective on -boarding, e mployee orientation and assimilation of new employees. UC Organizational Effectiveness Professional Services Agreement Page 13

2.3. Provide out placement se rvices, i ncluding specialist programs for managers, long service staff, senior professionals and o ther di fficult-toplace employees. 2.4. Conduct i ndividual em ployee dev elopment asse ssments and assi st w ith preparation o f i ndividual dev elopment pl ans; co nduct and report on 36 0 degree a ssessments and ot her w ork preference behav ior and E Qi studies; conduct interviews with peers, superiors, subordinates, and other stakeholders. Assist with performance standards, m etrics, ratings, and rankings. 2.5. Provide co aching t o i ndividual managers, p rofessionals, and faculty t o enhance their effectiveness and increase their contribution to the University; establish project plans with measures and timelines, use input from em ployee, t he manager, and o thers as appr opriate to dev elop performance i mprovement pl ans. This se rvice i ncludes the abi lity t o support specialist employee groups such as attorneys, public safety staff, athletics personnel, an d faculty i n addi tion to t he more co nventional administrative groups. 2.6. Recommend and implement nece ssary leadership development and training such as team building, performance management, client service, implementing busi ness i nitiatives, i nfluencing o thers, relationship management and collaboration, results orientation, change management, effective co mmunications, deci sion making, strategic planning, an d process improvement; pr ovide t raining i n accordance w ith need s identified. R eview and r ecommend on appr opriate delivery channels, including E-learning, for this training. 2.7. Conduct career assessments and develop career management programs, career su pport tools, a nd r elated pr ocesses t hat w ill enabl e ca reer advancement. 2.8. Recommend and i mplement necessary staff development programs and training to address current job needs and job cross-training. 2.9. Provide conflict resolution interventions and support. The sco pe o f services above and the t erms h erein su persede t hose i n C ontractor s proposal to the University. Written reports will be required to demonstrate development activity. Non-Exclusivity: Contractor acknowledges that this Agreement is non-exclusive and that the University retains the right to use other organizational assessment firms during the Period of Engagement. UC Organizational Effectiveness Professional Services Agreement Page 14

II. TERM OF AGREEMENT A. The per iod o f per formance for t his A greement sh all be from, through, subject to further extension of up t o four op tional 12-month i ncrements by m utual a greement o f t he parties and issuance of an amendment to this Agreement. B. The University may terminate this Agreement for convenience at any time by giving the Contractor ten (10) calendar days written notice of such action. If the University should terminate this Agreement, the University will only be obligated to pay fees for w ork pe rformed and i ncidental ex penses incurred through the dat e o f termination, and then onl y for w ork and ex penses that have been appr oved i n adv ance i n ac cordance w ith t he t erms of t his Agreement. Each assignment under the terms of this Agreement will be su bject to an approved Letter o f E ngagement b ased on the f ormat m ore f ully described in Exhibit B. T he campus, medical center, Lawrence Berkeley National Laboratory or equivalent entity Chief H uman R esources Officer o r desi gnated r epresentative m ust a pprove t he Letter o f E ngagement t o co nfirm t hat t he p roject falls within t he t erms of t his Agreement and can proceed under the t erms of t his Agreement. The Contractor is responsible for a ssigning the r ight co nsultant ( s) t o fit the needs of the sp ecific assignment. UC Organizational Effectiveness Professional Services Agreement Page 15

III. COMPENSATION AND REIMBURSEMENT OF EXPENSES A. Professional Fee: The Contractor shall work on a t ime and materials basis, in accordance with the following schedule: Position Title Hourly Rate Daily Rate (8 Hours) Principal Senior Consultant Consultant Administrative Staff If the Contractor utilizes associates that possess position titles more junior than the above, the Contractor agrees to negotiate lower professional fee rates as part of the Engagement agreement. B. Other Expenses: In addition, the University agrees to reimburse the Contractor for all necessary travel expenses associated with the services including travel to University sites at the University s request or face-to-face meetings with named individuals if t he U niversity so r equests. M ileage shall be r eimbursed at t he current I RS r ate. Other expenses shall be r eimbursed a t ac tual co st, upon presentation o f r eceipts, and i nvoiced m onthly w ith i nvoices for pr ofessional services. No additional out -of-pocket expenses shall be pai d without advance written au thorization from t he U niversity. Travel ex penses shall co mply w ith University travel policy. C. Fees Special Considerations: The C ontractor a grees t o co nsider specific arrangements for each Engagement that offers fees below the above amounts. There is no obligation on t he part of the Contractor to grant improvements on the above fee structure. D. Payments: The Contractor shall submit invoices monthly on t he last day of the month to the Accounts Payable D epartment at t he respective campus/uc location. The U niversity sh all pa y t he C ontractor i nvoices within t hirty ( 30) calendar days of receipt of acceptable invoices. IV. REPORTING In performing services hereunder, Contractor shall report to the appropriate Project Sponsor at the corresponding UC location. At a minimum, C ontractor shall provide the following reports on a bi-annual (every 6 months) basis to the local campus Project Sponsor, with a copy to the following: John Cammidge Special Assistant, Human Resources University of California Office of the President 1111 Franklin Street, 5 th Floor Oakland, CA 94607 UC Organizational Effectiveness Professional Services Agreement Page 16

REPORTING DETAIL: DETAIL OF PROJECT(S) SPONSORING MANAGER DIVISION CAMPUS CURRENT STATUS COST TO DATE EXPECTED COMPLETION DATE V. TAXES The compensation paid to the Contractor under the terms of this Agreement shall include any applicable taxes except those on the income of the Contractor. VI. ASSIGNMENT OR SUBCONTRACTING The Contractor may not assign or transfer this Agreement or any interest therein or claim there under, or subcontract any portion of the work there under, without the pr ior w ritten appr oval of the U niversity. I f t he U niversity co nsents to su ch assignment or t ransfer, t he t erms and co nditions of t his A greement s hall be binding upon any assignee or transferee. In addition, no work accepted by the Contractor can then be subcontracted out overseas to any entity, individual or overseas agency/service. VII. PATENTS Whenever any invention or discovery is made or conceived by the Contractor in the course of or in connection with this Agreement, the Contractor shall promptly furnish t he U niversity complete i nformation with r espect thereto a nd t he University sh all hav e the so le power t o det ermine whether and where a pat ent application shall be filed and to determine the disposition of title to and all rights under any application or patent that may result. The Contractor will, at University expense, execute all documents and do all things necessary or proper with respect to such patent applications. The Contractor is specifically subject to an obligation to assi gn all r ight, title, and i nterest i n any su ch pa tent r ights to t he University a s well a s all r ight, title, a nd i nterest i n t angible research pr oducts embodying such inventions or discoveries whether the inventions or discoveries are patentable or not. UC Organizational Effectiveness Professional Services Agreement Page 17

VIII. COPYRIGHT The University shall own, solely and ex clusively, the copyright and all copyright rights to any w ritten or ot herwise co pyrightable m aterial delivered under t his Agreement, with the exception of those materials that are copyrighted prior to this engagement, in which case the copyright of those materials shall remain with the original author and shall not pass to the University. The Contractor warrants that all cr eators o f co pyrightable m aterial del ivered under t his Agreement t o t he University ar e, at t he time o f the material s creation, bona fide e mployees or subcontractors of the Contractor, and that such creation is within the course and scope of the creator s employment. X. INDEMNIFICATION Contractor sh all defend, indemnify and hold University, its officers, e mployees and a gents harmless from and a gainst any and al l l iability, l oss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees or claims for injury or damages are caused by o r r esult from the ne gligent or i ntentional ac ts or o missions of Contractor, its officers, agents or employees. University shall def end, indemnify and hold Contractor, i ts officers, e mployees and a gents harmless from and a gainst any and al l l iability, l oss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees or claims for injury or damages are caused by o r r esult from the ne gligent or i ntentional ac ts or o missions of University, its officers, agents or employees. XI. CONTRACTOR S LIABILITY AND INSURANCE REQUIREMENTS A. Contractor sh all de fend, i ndemnify, and hol d the U niversity, i ts o fficers, employees, and a gents harmless from and a gainst any and all liability, loss, expense (including reasonable at torneys fees), or cl aims for i njury or damages that are caused by or result from the negligent or intentional acts or omissions of Contractor, its officers, agents, or employees. B. Contractor, at i ts sole cost and ex pense, s hall insure its activities in connection with the work under this Agreement and obtain, keep in force, and maintain insurance as follows: UC Organizational Effectiveness Professional Services Agreement Page 18