From Jim Metrock: This is a SkoolLive contract from Arizona. The lawyer who wrote this didn’t do a good job of proofreading. I cleaned up some grammar mistakes but left plenty. (I can’t complain too much about grammar mistakes. I make my share.) Bad grammar is the least offensive thing about this contract. I have already talked about the bizarre Section 2. Soon, I’ll focus on other parts of this SkoolLive contract. (BTW “Skool” is not a mistake. This is how these marketing geniuses spell “school.” They think it’s funny and clever. You have to remember SkoolLive is focused on marketing, not academics.
SKOOLLIVE, LLC
MEDIA PLACEMENT & MANAGEMENT SERVICES AGREEMENT
This MEDIA PLACEMENT AND MANAGEMENT SERVICES AGREEMENT (“Agreement”) is entered into as of the Effective Date (as provided below) by and between SkoolLive, LLC a California limited liability company (“SkoolLive”). and Chandler Unified School District (“School District”), pursuant to the following terms and conditions:
I. PURPOSE OF AGREEMENT
SkoolLive provides media placement and management services to educational institutions like School District primarily through the utilization of a digital interactive kiosk system with licensed software for the promotion of all regularly and specially scheduled school events on School District’s campuses, as well the promotion of age appropriate, non-objectionable products and services offered by select third party retailers. The third party promotional content displayed on the kiosk system generates revenue which is shared between SkoolLive and School District. There is no cost or expense to School District associated with the performance of the services to be provided under this Agreement other than the cost of electricity In exchange for an agreement to share in the ad revenue generated by the display of third party promotional content, SkoolLive agrees to provide on campus media placement and management services to School District, and School District agrees to allow SkoolLive to perform said services.
NOW, THEREFORE, in consideration of the promises and obligations set forth herein, SkoolLive and School District agree as follows:
II. TERMS OF AGREEMENT
1. OWNERSHIP/OPERATION OF KIOSK SYSTEM
1.1 Kiosk System – Generally. The “kiosk system” shall consist of no less than one (1) but no more than twelve (12) (depending upon the number of students at each school) small, self-contained and protected floor or wall mounted structures which utilize a screen, licensed software and a mobile application for the purpose of providing programmed information and interactive services to the students. The kiosk system (the kiosks, operating software, mobile application and installation hardware) shall be provided to School District by SkoolLive, at its sole cost and expense, for installation by SkoolLive on each of School District’s high school and middle school campuses (if, at the request of School District, a kiosk is installed at an elementary school, it will not display advertising/promotional content and will not generate revenue for the School District) and for downloading by its students. After installation, SkoolLive and the School District shall jointly utilize the kiosk system for the primary purpose of promoting all regularly and specially occurring school on campus/off campus events (i.e. athletic events, programs, student body government events and activities, concerts, dances, club and organizational meetings and events, fundraisers, college fairs, parent-student events, etc.) held at School District’s schools. The content for the promotion of School District’s school events shall be provided by School District’s schools exclusively, with School District retaining full and complete control of its own content. Additionally, the kiosk system shall be utilized by SkoolLive for the display of content provided by third parties for the promotion of age appropriate goods, products and services, but in no event shall the content displayed on the kiosk system include any promotional content from any third party that is in violation of the laws, guidelines and policies governing the operation of School District and its schools.
1.2 Ownership; Costs & Expenses; Updates. The kiosk system and all of its components shall at all times be owned exclusively by SkoolLive (with its software provided by SkoolLive’s licensors). SkoolLive shall be responsible for all costs associated with content production and display fees and costs, as well as all kiosk supply, installation (with the exception of the cost to supply electricity to make the kiosk system operable or installation of the kiosks is required by law/ordinance to be done by School District’s employees) and maintenance costs, including repair and/or replacement of the kiosks if damaged or stolen. The only cost to the District shall be (1) the cost to provide electricity for the operation of the system, and (2) the cost to create its own content for display. SkoolLive will update the content to be displayed on the kiosk system at least once every four (4) weeks, or sooner, as SkoolLive deems necessary. Each of School District’s schools shall be responsible for providing its own school specific promotional content for display on the kiosks system, which may be updated by the schools at their discretion.
1.3 Installation of Kiosks. The time for the installation of the kiosk system is dependent upon the availability of kiosks for installation and the schedule of personnel to perform the installation. When available for installation, the kiosks will be installed at high traffic locations around each of School District’s campuses to maximize the effectiveness of the system’s promotional ability. With the assistance of each school (or the School District), SkoolLive will propose the locations on each campus where the kiosks are to be installed, with School District and SkoolLive mutually agreeing on each installation location before the installation occurs. The kiosks shall not be installed in classrooms and shall not have activated sound during class time.
By initialing below, School District acknowledges the kiosk system will be installed at School District’s schools upon the availability of kiosks and personnel to perform the installation, and SkoolLive makes no specific representation as to the time for installation after the Effective Date of this Agreement.
_____________________
School District Representative
1.4 Placement of Kiosks/Replacement/Removal Due to Vandalism. Theft or Damage. After installation is complete and the system is operable, SkoolLive shall bear the cost and expense of replacing any non-functioning/vandalized/damaged/stolen kiosks during the Term of this Agreement. But, if any kiosk is required to be replaced due to vandalism, theft or damage more than two (2) times after original installation, SkoolLive reserves the right not to re-install another kiosk at the same location or other location at any school.
1.5 Removal of Kiosk System. No later than thirty (30) days following the expiration of the Term of this Agreement pursuant to Section 8.2, or its termination as provided in Section 8.3 below, SkoolLive shall undertake all steps necessary for the removal of the kiosks from School District, and shall restore to pre-installation condition the area in which each kiosk was installed.
2. DISPLAY OF CONTENT
2.1 Content on Kiosk System. Prior to display on the kiosk system, SkoolLive shall provide School District with detailed information about the content, images, and brands, products and services to be displayed on the kiosk system by SkoolLive, including the names of the services, products or brands to be promoted. To achieve this purpose, School District shall be required to log into the SkoolLive portal no less than one (1) time per week to review the content SkoolLive proposes to display on the kiosk system. SkoolLive will not display any promotional content on the kiosk system that is in violation of the laws, guidelines and policies applicable to School District (including any policies or guidelines pertaining to the promotion of non-nutritional or unhealthy foods), and is otherwise generally inappropriate, violent, offensive, politically incorrect, sexually explicit, or containing any other similar objectively inappropriate content for School District’s students, including content that (a) is obscene, libelous or slanderous, (b) may incite students to commit unlawful acts, violate School District rules or disrupt the orderly operation of School District or its schools, (c) promotes any particular political interest, candidate, party or ballot measure, unless such materials are being distributed at a forum in which candidates or advocates from all sides are presenting their views to the students during School District’s hours or during scheduled events, (d) discriminates against, attacks or denigrates any group on account of any unlawful consideration, (e) promotes the use or sale of materials or services that are illegal or inconsistent with School District’s objectives, including but not limited to promotions for tobacco, intoxicants, and movies or products unsuitable for School District’s students, (f) solicits funds or services for an organization, with the exception of solicitations authorized by School District, and/or (g) distributes unsolicited merchandise for which an ensuing payment is requested.
2.2 Changes to School District’s Rules/Guidelines Governing Content. If during the Term of this Agreement School District amends or changes its rules, guidelines or policies applicable to the content to be displayed on the kiosk system as set forth in Section 2.1, School District shall have an obligation to inform SkoolLive of any such changes or amendments, and SkollLive shall comply with the same within forty-eight (48) hours’ notice from School District.
2.3 Review /Approval of Content. School District shall be responsible for logging into the SkoolLive portal in order to review proposed content. Thereafter, School District shall have two (2) business days (48 hours) to review and approve or reject the proposed content (the “review period”). If School District does not approve or reject the proposed content within the review period, SkoolLive may display the content on the kiosk system after the review period. If the proposed content is within the guidelines and criteria as set forth in Section 2.1 above, School District must approve it for display, and School District cannot reject or object to the content for subjective reasons outside the criteria/guidelines. If School District believes the proposed content violates the guidelines and criteria set forth in Section 2.1, within the review period, School District must communicate its objection to the proposed content via electronic mail to SkoolLive, setting forth in detail the grounds for the rejection of the proposed content.
2.4 Content Representations and Warranties. SkoolLive and School District represent and warrant to each other that the content provided by each of them to be displayed on the kiosk system (a) will not infringe or misappropriate any intellectual property (including, without limitation, trademarks and copyrights), confidentiality, publicity or privacy rights of any third party in any jurisdiction, (b) is truthful and accurate, and not defamatory, deceptive or misleading, (c) does not contain any material or element that is unlawful, harmful, abusive, hateful, threatening, or obscene; and (d) does comply with all applicable laws and guidelines/criteria, including those provided in Section 2.1 above and those regarding unfair competition, anti-discrimination or false advertising. Further, the parties acknowledge and agree that School District’s allowance for the posting of the third party content on its campuses under this Agreement is not in any way an endorsement of said content to its students of the public in general.
2.5 Third Party Promotion Disclaimer. School District understands and acknowledges that SkoolLive does not control the products or services offered by the third party promoters. As such, the inclusion of third party promotions in the content displayed on the kiosk system does not constitute an endorsement, guarantee, warranty, or recommendation by SkoolLive of any kind, and it makes no representations or warranties about any product or service displayed thereon, or the truth of any such content associated with the promotion of the third party brands and services.
3. REVENUE SHARING
3.1 Revenue from Display of Content. In consideration for allowing the placement and operation of the kiosk system on its campus, School District shall receive from SkoolLive a portion of the net revenue (“ad revenue fee”) generated from SkoolLive’s performance of promotional services for third parties for the display of content on the kiosk system at School District s schools specifically once the cost of the same has been deducted. For purposes cf this Agreement, “net revenue” shall mean the profit earned by SkoolLive from the fees paid to it by third parties after all costs of the performance of promotional services, both generally and specifically, have been paid, including cost of promotion/content production, server fee, software licensing fee, sales commissions, kiosk supply and maintenance, overhead, taxes, and similar expenses The net revenue calculation shall not include fees paid to SkoolLive for promotional services paid by third parties whose content is not displayed on the kiosk system at School District’s schools. School District understands and acknowledges it may take several months before the kiosk system begins to generate the ad revenue anticipated. Further, if kiosk are installed at an elementary school at the request of School District, it will not display advertising/promotional content and will not generate revenue for the School District under this Section. In this regard, SkoolLive makes no guarantee or promise as to a minimum amount, if any, of ad revenue to be paid to School District, but does guarantee School District will be immediately eligible to begin sharing in the revenue once promotional content is displayed on the kiosk system.
3.2 Revenue Sharing Percentage. From the promotional fees generated by SkoolLive for the display of content on the kiosk system at School District’s schools specifically, SkoolLive and School District shall share in the net revenue as follows:
SkoolLive: 80 %
School District: 20 %
3.3 Payment Terms. The ad revenue fee shall be calculated and paid to School District on a quarterly basis (quarters ending on March 31, June 30, September 30 and December 31), and shall be calculated from fees paid to and received by SkoolLive from third party sponsors during the same quarter. Once paid to SkoolLive, ad revenue fees will be delivered to School District either personally, by mail, electronic transfer fund, money order, check (or any other method as mutually agreed) no later than thirty (30) days following the close of any quarter. In the event SkoolLive fails to pay the ad revenue fee to School District within thirty (30) days of the dose of the quarter after receipt of payment from the third party promoters/advertisers, School District’s remedy shall be (a) the termination of this Agreement, or (b) the imposition of a late fee equal to ten percent (10%) of the ad revenue fee then owed and due for each month the ad revenue fee is not paid.
3.4 Summary in Support of Payment. With each ad revenue payment, SkoolLive shall submit to School District a statement providing a detailed explanation to School District of the manner in which the ad revenue fee was calculated, including the total promotional fees paid to and received by SkoolLive for content displayed on the kiosk system at School District’s schools and the general and specific expenses incurred by SkoolLive associated with the promotional content displayed at School District’s schools. With ten (10) business days’ notice, School District shall have the right to audit SkoolLive’s records regarding revenue and payments owed and/or due in connection with this Agreement.
4. SHOPLIVE/SKOOLLIVE MOBILE APPLICATIONS
4.1 ShopLive School District has been offered the opportunity to participate in SkoolLive’ s interactive apparel, products, merchandise and consumer services shopping program (“ShopLive”) as hosted on the kiosk system by offering its own merchandise and apparel for sale to its students.
4.2 Transaction Fee. SkoolLive shall be entitled to charge a fee from School District’s students as part of each transaction, not to exceed three percent (3%) of the transaction (“ShopLive fee”) as the actual cost imposed upon SkoolLive by any bank, credit card company or the like to host and process the transaction. SkoolLive shall earn no profit as a result of the imposition of the ShopLive fee.
4.3 ShopLive Fee. Neither the ShopLive fee, nor any other fee paid to SkoolLive for operation of the ShopLive application, shall be part of the ad revenue fee calculation as provided in Sections 3.1 and 3.2.
4.4 Promotion of Mobile Application. As a component of the kiosk system, SkoolLive’s mobile application is intended to facilitate and enhance the students’ use and enjoyment of the kiosk system to its fullest potential. In this regard, School District agrees to assist SkoolLive in its efforts to promote the use of its mobile application by the students as part of the installation and commencement of services under this Agreement.
4.5 PCI Compliance. SkoolLive represents and warrants the Shoplive and mobile application will at all times be in compliance with the requirements and standards of the Payment Card Industry – Data Security Standard.
5. INSURANCE
5.1 General Liability Insurance. At all times during the Term of this Agreement, SkoolLive agrees to carry comprehensive general liability insurance coverage to protect against any and all injury to School District, its officers, employees and students, and any other person, any property damage and/or business/advertising injury, with limits in the aggregate amount of at least Two Million Dollars ($2,000,000.00) as coverage for SkoolLive’s performance of services under this Agreement. SkoolLive will name School District named as an additional insured on all the comprehensive general liability policies in effect during the performance of said services. Prior to the commencement of the performance of services, proof/certificates of insurance will be provided to School District.
6. INDEMNIFICATION
6.1 School District’s Acts/Omissions-Content Only. School District shall indemnify, defend and hold SkoolLive and its directors, officers, employees, and licensors, harmless from and against any and all liability, claims, demands, suits, costs, charges, losses, and expenses (including, without limitation, attorney’s fees, costs, and legal expenses), arising only from the display of School District’s content on the kiosk system by School District or its schools.
6.2 SkoolLive’s Acts/Omissions. SkoolLive shall indemnify, defend and hold School District and its directors, officers, employees, independent contractors, affiliates, sponsors, successors, or assigns, harmless against any and all liability, claims, demands, suits, costs, charges, losses, and expenses (including, without limitation, attorney’s fees, costs, and legal expenses), including, but not limited to any claim, loss, damage or injury to person or property of School District, its students, employees, agents, and/or contractors, invitees or any other third party, in solely arising from or related to (a) the failure or falsity of any representation or warranty of SkoolLive contained in this Agreement, or (b) the failure by SkoolLive to observe or perform any other covenant or agreement to be observed or performed under this Agreement, (c) the display of content which violates School District’s guidelines and the criteria set forth in Section 2.1, or (d) arising out of the performance of SkoolLive’s services under this Agreement.
7. TERM, RENEWAL AND TERMINATION
7.1 Term. The term (“Term”) of this Agreement shall commence on the date the first kiosk is installed on one of School District’s campuses, and shall continue for a period of thirty six (36) months from the installation date, unless modified, extended, terminated, or amended in accordance with the terms of this Agreement. Upon completion of the first installation, SkoolLive shall provide written notice to School District of the commencement of the Term.
7.2 Right to Terminate – With Cause. School District shall have the right to terminate this Agreement by giving written notice to SkoolLive in the event it has materially breached this Agreement by failing to cure said breach within thirty (30) days following receipt of notice of the alleged breach, including the display of content on this kiosk system which violate the guidelines and criteria provided for in Section 2, or the timely payment of ad revenue fees as provided in Section 3. School District may also terminate this Agreement as a result of a change or amendment to the laws, policies or guidelines applicable to School District which render the services to be provided by SkoolLive under this Agreement as being in violation of said laws, policies or guidelines or otherwise unlawful.
7.3 No Termination for Convenience. Other than as a result of a change or amendment to the laws, policies or guidelines applicable to School District which render the services to be provided by SkoolLive under this Agreement as being in violation of said laws, policies or guidelines or otherwise unlawful, in consideration of the significant upfront investment by SkoolLive in the supply and installation of the kiosk system, and the preparation of the same for its operation on School District’s campuses, without any contribution by or cost to School District, School District shall not be entitled to terminate this Agreement for convenience and/or without cause.
8. GENERAL TERMS AND CONDITIONS
8.1 Effective Date of Agreement. Other than for the Term, the Effective Date of this Agreement shall be the date in which the Agreement is first signed and dated on behalf of School District.
8.2 Ratification of Agreement by School District’s Board. SkoolLive
acknowledges this Agreement may not be binding on the parties, unless and until School District obtains approval and ratification of the Agreement from School District’s Board, if so required. If so required, after execution by the parties, School District shall have thirty (30) days from the Effective Date in which to obtain approval or ratification by School District’s Board. If School District’s Board does not approve/ratify this Agreement, it shall be deemed null, void and unenforceable.
8.3 Force Majeure. The occurrence of any unforeseen act or event that prevents a party from performing its obligations under this Agreement, is beyond the reasonable control or and not the fault of said party, and said party has been unable to avoid or overcome the prevention by its exercise of due diligence, is considered to be a “Force Majeure Event” such that the party is excused from further performing its obligations. Under this Agreement, “Force Majeure Event” includes, but is not limited to the following events or occurrences: war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, famine or plague, shipwreck, action of a court or public authority, or strike, work-to-rule action, go-slow, or similar labor difficulty, each on an industry-wide, region-wide or nationwide basis. Should a Force Majeure Event occur, and a party cannot perform its obligations, the non-performing party shall not be liable for any loss or delay resulting from any Force Majeure Event, and any payment or delivery date shall be extended to the extent of any such delay resulting from the Force Majeure Event.
8.4 Binding on Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, partnership, or corporation, other than the parties, their successors and assigns, any benefits, or rights under or by reason of this Agreement, except to the extent of any contrary provision herein contained.
8.5 Relationship of Parties. SkoolLive is an independent contractor to School District. This Agreement shall not create an employer-employee relationship, a partnership, joint venture or other agency relationship between the parties. All personnel used by SkoolLive to perform the services required under this Agreement shall be deemed the employees, agents or independent contractors of SkoolLive only. SkoolLive shall be solely responsible for compliance with all tax, insurance and labor laws applicable to the fees paid to SkoolLive under this Agreement. No party shall have the right, power or authority to create any contract or obligation, or make any commitments, express or implied, on behalf of, in the name of or binding upon the other party.
8.6 Communication Protocols. The Parties agree that they will designate in writing a single person who is authorized to represent each party in discussions or communications with the other party with respect to any and all matters that arise in connection with this Agreement (“Party Representatives”). Each Party Representative may designate in writing one or more persons to act in his or her place. The parties agree that the Party Representatives will promote open communications in an effort to avoid miscommunication and disputes between the parties. The initial Party Representative each party shall be as follows:
SkoolLive: _______________________
School District: _______________________
All notices, requests, demands, claims, consents and other communications which are required or otherwise delivered hereunder shall be made in writing and via electronic mail, and shall be deemed to have been duly given if (i) personally delivered; (ii) sent by nationally recognized overnight courier; (iii) mailed by registered or certified mail with postage prepaid, return receipt requested; (iv) upon confirmed transmittal if by facsimile; or (v) the electronic mail is reported received by the return receipt requested, or an equivalent e-mail response received (or at such other address for a party as shall be specified by like notice):
If to SkoolLive:
SkoolLive, LLC
Attn: George Bruton
929 Poinsettia, Ste. 102
Vista, CA 92081
Tel: (858) 435-7700
E-mail: [email protected]
With a courtesy copy, which shall not constitute service of process, to:
Wingert, Grebing, Brubaker & Juskie, LLP.
Attn: Stephen C. Grebing, Esq.
600 W. Broadway, Suite 1200
San Diego, CA 92101
Tel: (619) 232-8151
Fax: (619) 232-4665
E-mail: [email protected]
If to School District:
Chandler Unified School District #80
Attn: Frank Fletcher
1525 W Frye Road
Chandler, AZ 85224
Tel: 480-812-7680
Fax: 480-224-90800
E-mail: [email protected]
8.7 Waiver. The parties may not amend or waive any provision of this Agreement, except pursuant to a writing executed by the party or parties against whom any amendment or waiver Is sought to be enforced. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition, and no course of dealing between the parties, shall operate as a waiver or estoppel of any right, remedy or condition.
8.8 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, if the essential terms and conditions of this Agreement for both parties remain valid, legal and enforceable. If any essential provision is held invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to fulfill, as closely as possible, the original intents and purposes of this Agreement.
8.9 Governing Law/Venue. This Agreement, including, but not limited to, its validity, interpretation, construction, performance and enforcement, shall be construed in accordance with and governed by the laws of the State of Arizona (without giving effect to its conflicts of law principles). Any party bringing a legal action or proceeding against the other arising out of or relating to this Agreement, or the transactions it contemplates, shall bring the legal action or proceeding in federal or state courts located in the County of Maricopa.
8.10 Merger/Integration/Amendments. This Agreement contains the entire agreement between the parties and represents the complete and exclusive expression of the parties’ agreement on the matters between the parties. All prior and contemporaneous negotiations and agreement between the parties on matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified through evidence of trade usage or prior course of dealings. In entering into this Agreement. neither party has relied upon any statement, representation, warranty, nor agreement of the other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement other than those expressly stated herein. Any changes or amendments to this Agreement after the Effective Date must be in writing and signed by both parties before becoming a part of this Agreement.
8.11 Execution/Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. The parties additionally acknowledge and agree that this Agreement may be executed and delivered by facsimile or email. At such times as each of the parties has a facsimile or email copy of this Agreement, and/or counterparts thereof, containing the signatures of all of the parties, this Agreement shall be treated as having been fully executed and delivered for all purposes.
8.12 Copyright/Trademarks. SkoolLive’s kiosk system, its supporting software and programs, ShopLive and its supporting software programs, including but not limited to text, graphics or code are copyrighted under the laws of the United States and other copyright laws, and is the property of SkoolLive. Other than for the performance of services and obligations under this Agreement, any other use, including but not limited to the reproduction, distribution, display or transmission of SkoolLive’s property is strictly prohibited, unless first authorized by SkoolLive.
8.13 Fingerprinting Requirements. SkoolLive hereby acknowledges that, if so required, it will comply with the requirements of School District’s Education Code with respect to fingerprinting of employees who may have contact with the School District’s students. SkoolLive will also ensure that its consultants performing the services under this Agreement also comply with the requirements of the Education Code. If required by the Education Code governing School District, SkoolLive will provide for the completion of a Fingerprint Certification form, in School District’s required format, prior to any SkoolLive’s employees, or those of any other consultants, coming into contact with the School District’s students. SkollLive further acknowledges that other fingerprinting requirements may apply, as set forth in School District’s applicable Education Code and will comply with any such requirements.
8.14 Maintenance of Accounting Records. SkoolLive shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. SkoolLive shall allow a representative of School District’s during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. SkoolLive shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
8.15 Drug/Tobacco Free Facilities. SkoolLive acknowledges and understands that all of School District facilities are drug and tobacco free facilities. Any drug and/or tobacco use (smoked or smokeless) is prohibited at all times on all areas of School District’s facilities.
8.16 Student Educational Records. SkoolLive does not anticipate coming into possession of student educational records in the course of its performance of services under this Agreement. However, should it do so, SkoolLive will comply with FERPA and will not access or make any disclosures of student educational records to third parties, without prior notice to and consent from School District, students or parents as provided by law.
8.17 Nondiscrimination. The parties will comply with all applicable state and federal laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, including the American with Disabilities Act. If applicable, the parties will abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
IN WITNESS WHEREOF, the parties enter into this Agreement as of the Effective Date.
SKOOLLIVE:
SkoolLive, LLC.
a California limited liability company
By:
Name:
Title:
Date:
SCHOOL DISTRICT:
XXXX School District
By:
Name:
Title:
Date:
RATIFICATION
Pursuant to Section 8.2 above, this Agreement is deemed ratified and thereby made effective this ___ day of ________, 20__, by the Board of ____________ School District.
By:
Name:
Postition:
