ATTACHMENT A: GRANITE SCHOOL DISTRICT STANDARD INFORMATION TECHNOLOGY TERMS AND CONDITIONS

This is for a contract of information technology products and services.

1. DEFINITIONS:

a. “Access to Secure District Facilities, Data, or Technology” means Contractor will (a) enter upon secure premises controlled, held, leased, or occupied by the District; (b) maintain, develop, or have access to any deployed hardware, software, firmware, or any other technology, that is in use by the District; or (c) have access to or receive any District Data or confidential information.

b. “Authorized Persons” means the Contractor’s employees, officers, partners, Subcontractors, or agents of Contractor who need Access to Secure District Facilities, Data, or Technology to enable the Contractor to perform its responsibilities under this Contract.

c. “Background IP” means intellectual property (IP) owned or controlled prior to the effective date of this Contract or that IP developed or acquired from activities independent of the services performed under this Contract, including but not limited to (a) methodologies, processes, technologies, algorithms, software, or development tools used in performing the Services, and (b) processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates, or output which are supplied or otherwise used by or on behalf of Contractor in the course of performing the Services or creating the Custom Deliverables, other than portions that specifically incorporate proprietary or confidential information or Custom Deliverables of the District.

d. “Contract” means the Contract Signature Page(s), including all referenced attachments and documents incorporated by reference.

e. “Contract Period” means the term of this Contract, as set forth in the Contract Signature Page(s).

f. “Contract Signature Page(s)” means the cover page that the District and Contractor sign.

g. “Contractor” means the individual or entity identified on the Contract Signature Page(s). “Contractor” includes Contractor’s agents, officers, employees, partners, contractors, and Subcontractors at any level.

h. “Custom Deliverables” means the product that Contractor is required to design, develop, or customize and deliver to the District as specifically described under this Contract or an associated statement of work for which all interest and title shall be transferred to and owned by the District. This includes every invention, design, development, customization, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor pursuant to this Contract.

i. “Data Breach” means the unauthorized access or acquisition of District Data that compromises the security, confidentiality, or integrity of District Data.

j. “District” means Granite School District, in its entirety, including its schools, agencies, departments, divisions, authorities and instrumentalities, boards, elected or appointed officers, employees, agents, and authorized volunteers.

k. “District Data” means all confidential information and Non-Public Data that is created, controlled, maintained, owned, or in any way originating with the District regardless of where such data or output is stored or maintained.

l. “Federal Criminal Background Check” means a fingerprint-based, nationwide background check conducted and processed by the FBI.

m. “Good” means any deliverable not classified as a Custom Deliverable or Service.

n. “Intellectual Property Rights” means all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and other protection afforded by law to inventions, models, designs, technical information, and applications.

o. “Non-Public Data” means records or data that are not subject to distribution to the public. Access is restricted because it includes information that is protected by state or federal law. Non-Public Data includes, but is not limited to, a person’s name; government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information; or Protected Health Information.

p. “Protected Health Information” (PHI) is as defined in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its implementing regulations.

q. “Response” means the Contractor’s bid, proposals, quote, or any other document used by the Contractor to respond to the District Solicitation.

r. “Security Incident” means the attempted unauthorized access to District Data that may result in the use, disclosure, or theft of District Data.

s. “Services” means the furnishing of labor, time, or effort by Contractor, and may include installation, configuration, implementation, technical support, warranty maintenance, and other support services.

t. “Solicitation” means an invitation for bids, request for proposals, notice of sole source procurement, request for statement of qualifications, request for information, or any document used to obtain bids, proposals, pricing, qualifications, or information for the purpose of entering into this Contract.

u. “Subcontractors” includes contractors, manufacturers, distributors, suppliers, or consultants, at any tier, that are under the direct or indirect control or responsibility of Contractor, including a person or entity that is, or will be, providing goods or performing services pursuant to this Contract.

2. NON-NEGOTIABLE PROVISIONS: The following terms are required by certain state and federal laws and policies and are therefore non-negotiable for Contract purposes.

a. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: This Contract shall be governed solely by the laws of the State of Utah. Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah. Exclusive venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.

b. LAWS: Contractor and all Goods and Services delivered under this Contract will comply with all applicable federal and state of Utah laws, including applicable licensure and certification requirements.

c. SOVEREIGN IMMUNITY: The District does not waive any protection, right, defense or immunity under the Governmental Immunity Act of Utah, Utah Code § 63G-7-101 to 904, as amended, the Eleventh Amendment to the Constitution of the United States, or otherwise, from any claim or from the jurisdiction of any court.

If a claim must be brought in a federal forum, then it must be brought and adjudicated exclusively within the United States District Court for the District of Utah. This paragraph only applies to a claim brought against the District to the extent Congress has abrogated the District’s sovereign immunity and this paragraph is not consent by the District to be sued in federal court.

d. PUBLIC INFORMATION: This Contract and any purchase orders, invoices, pricing lists, and the Response are public records available for disclosure in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA, Utah Code 63G-2-101 et seq.), except to the extent classified as protected in accordance with UCA § 63G-2-309. GRAMA takes precedence over any statements of confidentiality or similar notations. The District will inform Contractor of any request for a copy of this Contract, including any purchase orders, invoices, pricing lists, or the Response.

e. CREDITING District IN PUBLICITY: Any publicity given to this Contract shall identify the District as the managing agency and shall not be released without prior written approval from the District.

f. SALES TAX EXEMPTION: Goods, Custom Deliverables, and Services purchased and paid from District’s funds and used in the essential function as a State of Utah governmental entity. District will provide Contractor with a copy of its sales tax exemption number upon request.

g. SEVERABILITY: A declaration or order by any court that any provision of this Contract is illegal and void shall not affect the legality and enforceability of any other provision of this Contract, unless the provisions are mutually dependent.

h. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, attached to this Contract.

Automatic renewals are prohibited and are deemed void.

i. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any government department or agency, whether international, national, state, or local. Contractor must notify District within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any contract by any governmental entity.

j. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: This Contract may be terminated in whole or in part at the sole discretion of District upon thirty days written notice, if District determines that (a) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or

(b) that a change in available funds affects District’s ability to pay under this Contract. A change of available funds includes, but is not limited to, a change in Federal or State funding, whether as a result of a legislative act or an order of the President, the Governor, or Executive Director.

District will reimburse Contractor for the Goods or Services properly ordered and delivered until the effective date of said notice.

District is not liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of the notice.

k. ENTIRE AGREEMENT: This Contract is the entire agreement between the parties and supersedes any prior and contemporaneous agreements and understandings between the parties, whether oral or written.

l. WAIVER: The waiver by either party of any provision, term, covenant, or condition of this Contract shall not be deemed to be a waiver of any other provision, term, covenant, or condition of this Contract nor any subsequent breach of the same or any other provision, term, covenant, or condition of this Contract. District’s approval, acceptance, or payment for any Goods or Services required under this Contract shall not be construed to operate as a waiver by District of any right under this Contract or of any cause of action arising out of the performance or nonperformance of this Contract.

m. CHANGES IN SCOPE: Any changes in the scope of work to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of work.

n. TRAVEL COSTS: Unless otherwise agreed to in the contract, all travel costs associated with the delivery of Services will be paid in accordance with the prevailing GSA per diem rates. Only actual documented charges are billable. Invoices containing travel costs outside of these rates will be returned to the Contractor for correction.

3. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor’s performance and the payments made by District to Contractor. These records shall be retained by Contractor for at least six (6) years after final payment (per Utah Administrative Code R33-112-605), or until all audits initiated within the six (6) years have been completed, whichever is later. Contractor shall allow, at no additional cost, State of Utah and federal auditors, and District staff, access to all such records.

4. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: This Status Verification System, also referred to as “E-verify”, only applies to contracts issued through a Request for Proposal process and to sole sources that are included within a Request for Proposal, and when Contractor employs any personnel in Utah.

a. Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.

b. Contractor shall require that each of its Subcontractors certify by affidavit, as to their own entity, under penalty of perjury, that each Subcontractor has registered and is participating in the Status Verification System to verify the work eligibility status of Subcontractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.

c. Contractor’s failure to comply with this section will be considered a material breach of this Contract.

5. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of District, unless written disclosure has been made to District.

6. INDEPENDENT CONTRACTOR: Contractor is an independent contractor, and not an employee or agent of District, and therefore is not entitled to any of the benefits associated with such employment. Contractor has no authorization, express or implied, to bind District to any agreements, settlements, liabilities, or understandings, and shall not perform any acts as an agent for District.

Contractor is responsible for all applicable federal, state, and local taxes and FICA contributions.

7. CRIMINAL BACKGROUND SCREENING: If a contractor will have significant unsupervised access to students, then each employee of Contractor and Subcontractor must successfully complete a Federal Criminal Background Check, prior to being granted Access to students.

8. DRUG-FREE WORKPLACE: Contractor shall abide by District’s drug-free workplace policies while on District’s premises.

9. CODE OF CONDUCT: If Contractor is working at facilities controlled or owned by District or the State of Utah, Contractor shall follow and enforce District Policy V.C.14. Code of Conduct, District Policy VIII.A.24 Acceptable Use of Information Technology Resources and the agency applicable code of conduct. Contractor will ensure that each employee receives a copy of the policies and applicable codes of conduct.

10. INDEMNITY AND LIABILITY

a. Indemnity Clause: Contractor shall fully indemnify, defend, and save harmless District from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Contract caused by any intentional act, omission or negligence of Contractor, its agents, employees, officers, partners, and Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage due to the fault of District. Any limitations of the Contractor’s liability will not apply to injuries to persons, including death, or to damages to property.

b. Governmental Immunity Act: In accordance with the Constitution of the State of Utah and the Governmental Immunity Act of Utah (“the Act”, Utah Code § 63G-7-101 to 904, as amended), District shall have no liability for the operations, acts, or omissions of the Contractor or any third party. Any indemnity obligations of District are subject to the Constitution of the State of Utah and the Act and limited to claims that arise from and to the extent caused by the negligent acts or omissions of District in the performance of District’s obligations under this Contract.

c. Intellectual Property Indemnification: Contractor warrants and represents it has full ownership and clear title free of all liens and encumbrances to any Good delivered under this contract. Contractor also warrants that any Good, Custom Deliverable, or Service furnished by Contractor under this Contract, including its use by District in unaltered form, will not infringe any copyrights, patents, trade secrets, or other proprietary rights.

Contractor will release, indemnify, and hold District harmless from liability or damages of any kind or nature, including Contractor's use of any copyrighted or un-copyrighted composition, secret process, patented or un-patented invention, article, or appliance furnished or used in Contractor’s performance of this Contract. Additionally, if such a claim or liability is based upon an allegation that a Good, Custom Deliverable, or Service furnished by Contractor infringes on any right protected by any patent, copyright, trademark, trade secret, and/or proprietary right, Contractor shall indemnify and hold harmless District for any judgments, settlements, costs, and reasonable attorneys’ fees resulting from such a claim or liability. Contractor shall defend all actions brought upon such matters to be indemnified hereunder and pay all costs and expenses incidental thereto; however, District shall have the right, at its option, to participate in the defense of any such action at its own expense without relieving Contractor of any obligation hereunder. If there are any limitations of liability in this Contract, such limitations will not apply to this section.

11. HARDWARE WARRANTY: THE DISTRICT DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS ALL HARDWARE PORTIONS OF ANY GOOD OR CUSTOM DELIVERABLE THAT IT DIRECTLY OR INDIRECTLY PROVIDES FOR A PERIOD OF ONE YEAR. ALL WARRANTIES GRANTED TO DISTRICT BY THE UNIFORM COMMERCIAL CODE OF THE DISTRICTAPPLY TO THIS CONTRACT. PRODUCT LIABILITY DISCLAIMERS AND/OR WARRANTY DISCLAIMERS FROM CONTRACTOR OR ITS SUPPLIERS ARE REJECTED. CONTRACTOR WARRANTS THAT THE HARDWARE: (A) WILL PERFORM AS SPECIFIED IN THE RESPONSE; (B) WILL LIVE UP TO ALL SPECIFIC CLAIMS LISTED IN THE RESPONSE; (C) WILL BE SUITABLE FOR THE ORDINARY PURPOSES FOR WHICH THE HARDWARE IS USED; (D) WILL BE SUITABLE FOR ANY SPECIAL PURPOSES THAT District HAS RELIED ON CONTRACTOR’S SKILL OR JUDGMENT TO CONSIDER WHEN IT ADVISED DISTRICT ABOUT THE HARDWARE IN THE RESPONSE; (E) THE HARDWARE HAS BEEN

PROPERLY DESIGNED AND MANUFACTURED; AND (F) IS FREE OF SIGNIFICANT DEFECTS.

12. SOFTWARE WARRANTY: THE DISTRICT DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS FOR A PERIOD OF NINETY DAYS FROM THE DATE OF ACCEPTANCE THAT THE SOFTWARE PORTIONS OF THE GOODS AND CUSTOM DELIVERABLES THAT CONTRACTOR DIRECTLY OR INDIRECTLY PROVIDES WILL: (A) PERFORM IN ACCORDANCE WITH THE SPECIFIC CLAIMS PROVIDED IN THE RESPONSE AND ALL SPECIFICATIONS AGREED TO IN WRITING BETWEEN DISTRICT AND CONTRACTOR; (B) BE SUITABLE FOR THE ORDINARY PURPOSES FOR WHICH SUCH GOODS AND CUSTOM DELIVERABLES ARE USED; (C) BE SUITABLE FOR ANY SPECIAL PURPOSES THAT District HAS RELIED ON CONTRACTOR’S SKILL OR JUDGMENT TO CONSIDER WHEN IT ADVISED THE DISTRICT ABOUT THE GOODS OR CUSTOM DELIVERABLES; (D) HAVE BEEN PROPERLY DESIGNED AND MANUFACTURED; AND (E) BE FREE OF SIGNIFICANT DEFECTS. CONTRACTOR SHALL PROVIDE District WITH BUG FIXES, INCLUDING INFORMING District OF ANY KNOWN SOFTWARE BUGS OR SOFTWARE DEFECTS THAT MAY AFFECT THE DISTRICT’S USE OF THE

SOFTWARE.

13. WARRANTY REMEDIES: Upon breach of warranty, Contractor will repair or replace (at no charge to District) the nonconforming Goods or Custom Deliverables. If the repaired and/or replaced products are inadequate, Contractor will refund the full amount of any payments that have been made for the failed products. These remedies are in addition to any other remedies provided by law or equity.

14. UPDATES AND UPGRADES: Contractor grants to District a non-exclusive, non-transferable license to use upgrades and updates provided by Contractor during the Contract Period. Upgrades and updates are subject to the terms of this Contract. District reserves the right to accept updates and upgrades at its discretion and to determine if such updates comply with the requirements in the Contract scope of work.

15. BUG FIXING AND REMOTE DIAGNOSTICS: Contractor shall use commercially reasonable efforts to provide work-around solutions or patches to reported software problems. With District’s prior written authorization, Contractor may perform remote diagnostics to work on reported problems. If District declines remote diagnostics, Contractor and District may agree to on-site technical support, subject to the terms of the Contract.

16. TECHNICAL SUPPORT AND MAINTENANCE: If technical support and maintenance is required by the Contract, Contractor will use commercially reasonable efforts to respond to District in a reasonable time, and in all events, in accordance with the specific timeframes detailed in the Contract, when District makes technical support or maintenance requests.

17. PHYSICAL DELIVERY: All non-electronic deliveries will be F.O.B. destination with all transportation and handling charges paid by Contractor. Contractor is responsible for including any freight charges due by District to Contractor when providing quotes to District.

Invoices listing freight charges that were not identified in the quote will be returned to the Contractor to remove such costs.

Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance, when responsibility will pass to District except as to latent defects, fraud, and Contractor's warranty obligations.

18. ELECTRONIC DELIVERY: Contractor may electronically deliver any Good or Custom Deliverable to District or provide any Good and Custom Deliverable for download from the Internet, if pre-approved in writing by District. Contractor shall ensure the confidentiality of electronic deliveries in transit. Contractor warrants that all electronic deliveries will be free of known malware, bugs, Trojan horses, etc.

19. ACCEPTANCE PERIOD: A Good, Custom Deliverable, or Service furnished under this Contract shall function in accordance with the specifications identified in this Contract and Solicitation. If the Goods and Custom Deliverables delivered do not conform to the specifications identified in this Contract and Solicitation (“Defects”), District shall within thirty (30) calendar days of the delivery date (“Acceptance Period”) notify Contractor in writing of the Defects. Upon receiving notice, Contractor shall use reasonable efforts to correct the Defects within fourteen (14) calendar days (“Cure Period”). District’s acceptance of a Good, Custom Deliverable, or Services occurs at the end of the Acceptance Period or Cure Period, whichever is later.

If after the Cure Period, a Good, Custom Deliverable, or Service still has Defects, then District may, at its option: (a) declare Contractor to be in breach and terminate this Contract; (b) demand replacement conforming Goods, Custom Deliverables, or Services from Contractor at no additional cost to District; or (c) continue the Cure Period for an additional time period agreed upon by District and Contractor in writing. Contractor shall pay all costs related to the preparation and shipping of the replacement products. No products shall be deemed accepted and no invoices shall be paid until acceptance. The warranty period will begin upon the end of the Acceptance Period.

20. SECURE PROTECTION AND HANDLING OF DISTRICT DATA: If Contractor is given access to District Data, the protection of District Data shall be an integral part of the business activities of Contractor, and Contractor shall ensure that there is no inappropriate or unauthorized use of District Data. Contractor shall safeguard the confidentiality, integrity, and availability of the District Data and comply with an industry recognized cybersecurity framework. District reserves the right to verify Contractor’s adherence to the framework.

a. District Data Security: The Contractor agrees to utilize administrative, physical, and technical safeguards designed to protect Student Data from unauthorized access, disclosure, acquisition, destruction, use, or modification. The Contractor shall adhere to any applicable law relating to data security.

b. District Data Transmission: Contractor shall ensure all transmission or exchange of system application data with District and/or any other parties expressly designated by the District, shall take place via secure means (ex. HTTPS or FTPS).

c. District Data Storage: All District Data will be stored and maintained in data centers in the United States. No District Data will be processed on or transferred to any portable or laptop computing device or portable storage medium, except for devices that are used and kept only at Contractor’s United States data centers, unless such medium is part of the Contractor's designated backup and recovery process.

d. Access: Contractor shall permit its employees and Subcontractors to remotely access non-District Data only as required to provide technical support.

e. District Data Encryption: Contractor shall store all data provided to Contractor, including District, as well as any backups made of that data, in encrypted form using no less than 128 bit key and include all data as part of a designated backup and recovery process.

f. Password Protection: Any portable or laptop computer that has access to District network or stores any non-public District data shall be equipped with strong and secure password protection.

g. Confidential Information Certification: Contractor shall sign a Confidential Information Certification form prior to being given access to confidential computerized records.

h. District Data Re-Use: All data exchanged shall be used expressly and solely for the purpose enumerated in this Contract. No District Data of any kind may be transmitted, exchanged, or provided to other contractors or third parties except on a case-by-case basis as specifically agreed to in writing by District.

i. District Data Destruction: Upon expiration or termination of this Contract, Contractor shall erase, destroy, and render unreadable all District Data from all non-District computer systems and backups, and certify in writing that these actions have been completed within thirty (30) days of the expiration or termination of this Contract or within seven (7) days of the request of District, whichever shall come first, unless District provides Contractor with a written directive. District’s written directive may require that certain data be preserved in accordance with applicable law.

j. User Support: Contractor may provide technical user support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited by this contract.

21. SECURITY INCIDENT OR DATA BREACH NOTIFICATION: Confidentiality or integrity of the data maintained by the Contractor the

Contractor shall provide notification to the District within seventy-two (72) hours of confirmation of the incident, unless notification within this time limit would disrupt investigation of the incident by law enforcement. In such an event, notification shall be made within a reasonable time after the incident. Contractor shall follow the following process:

a. The security breach notification described above shall include, at a minimum, the following information to the extent known by the Contractor and as it becomes available:

i) The name and contact information of the person reporting.

ii) list of the types of personal information that were or are reasonably believed to have been the subject of a breach.

iii) If the information is possible to determine at the time the notice is provided, then either

(a) the date of the breach

(b) the estimated date of the breach, or

(c) the date range within which the breach occurred. The notification shall also include the date of the notice.

iv) Whether the notification was delayed as a result of a law enforcement investigation, if that information is possible to determine at the time the notice is provided; and

v) A general description of the breach incident, if that information is possible to determine at the time the notice is provided.

b. Contractor agrees to adhere to all federal and state requirements with respect to a data breach related to the data, including, when appropriate or required, the required responsibilities and procedures for notification and mitigation of any such data breach.

c. Contractor further acknowledges and agrees to have a written incident response plan that reflects best practices and is consistent with industry standards and federal and state law for responding to a data breach, breach of security, privacy incident or unauthorized acquisition or use of data or any portion thereof, including personally identifiable information and agrees to provide District, upon request, with a summary of said written incident response plan.

d. District shall provide notice and facts surrounding the breach to the affected students, parents or guardians.

e. In the event of a breach originating from District’s use of the Service, Contractor shall cooperate with District to the extent necessary to expeditiously secure data.

22. CONFIDENTIALITY: This section does not apply to records where disclosure is regulated under Federal or State laws.

GRAMA applies only to records, therefore if information (other than Non-Public Data, Public Health Information, or District Data) is disclosed orally by either party which either party wishes to remain confidential, then each party shall adhere to the following:

Each party will: (a) limit disclosure of any such information to Authorized Persons who have a need to know such information in connection with the current or contemplated business relationship between the parties to which this Contract relates, and only for that purpose; (b) advise its Authorized Persons of the proprietary nature of the information and of the obligations set forth in this

Contract and require such Authorized Persons to keep the information confidential; (c) shall keep all information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information;

and (d) not disclose any such information received by it to any third parties, except as otherwise agreed to in writing by the disclosing party. Each party will notify the other of any misuse or misappropriation of such information that comes to said party’s attention.

This duty of confidentiality shall be ongoing and survive the Contract Period.

23. OWNERSHIP IN INTELLECTUAL PROPERTY: District and Contractor have no right, title, or interest, proprietary or otherwise, in or to the name, logo, or intellectual property owned or licensed by the other. District and Contractor shall not, without the prior written consent of the other or as authorized in this Contract, use the name, logo, or intellectual property owned or licensed by the other.

24. OWNERSHIP IN CUSTOM DELIVERABLES: Contractor warrants, represents and conveys full ownership, clear title free of all liens and encumbrances to any Custom Deliverable. Contractor conveys the ownership in Custom Deliverables as defined in this Attachment A to District. All intellectual property rights, title and interest in the Custom Deliverables shall transfer to District, subject to the following:

a. Contractor has received payment for the Custom Deliverables,

b. Each party will retain all rights to Background IP, even if embedded in the Custom Deliverables.

c. Custom Deliverables, excluding Contractor’s Background IP may not be marketed or distributed without written approval by District.

Contractor shall grant to District a perpetual, irrevocable, royalty-free license to use Contractor’s Background IP as defined above, solely for District and the State of Utah to use the Custom Deliverables.

25. LICENSE FOR GOODS: For the Goods delivered that include Contractor’s scripts and code and are not considered Custom Deliverables, Contractor grants District a non-exclusive, non-transferable, irrevocable, perpetual right to use, copy, and, without the right to sublicense, for District’s internal business operation under this Contract

26. OWNERSHIP, PROTECTION, AND USE OF RECORDS: District shall own exclusive title to all information and data gathered, reports developed, and conclusions reached by District in performance of this Contract. Contractor may not use, except in meeting its obligations under this Contract, information gathered, reports developed, or conclusions reached by District in performance of this Contract without the express written consent of District.

27. OWNERSHIP, PROTECTION, AND USE OF DATA: District shall own and retain unlimited rights to use, disclose, or duplicate all information and data (copyrighted or otherwise) developed, derived, documented, stored, or furnished by Contractor under this Contract. Contractor, and any Subcontractors under its control, expressly agrees not to use Non-Public Data without prior written permission from District.

28. OWNERSHIP, PROTECTION, AND USE OF CONFIDENTIAL FEDERAL, UTAH, OR LOCAL GOVERNMENT INTERNAL BUSINESS PROCESSES AND PROCEDURES: In the event that District provides Contractor with confidential federal or state business processes, policies, procedures, or practices, pursuant to this Contract, Contractor shall hold such information in confidence, in accordance with applicable laws and industry standards of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose such information to third parties or use such information for any purpose whatsoever other than the performance of this Contract. The improper use or disclosure by any party of protected internal federal or state business processes, policies, procedures, or practices is prohibited. Confidential federal or state business processes, policies, procedures, or practices shall not be divulged by Contractor or its Subcontractors, except for the performance of this Contract, unless prior written consent has been obtained in advance from District.

29. OWNERSHIP, PROTECTION, AND RETURN OF DOCUMENTS AND DATA UPON CONTRACT TERMINATION OR COMPLETION: All documents and data pertaining to work required by this Contract will be the property of District and must be delivered to District within thirty (30) working days after termination or expiration of this Contract, and without restriction or limitation to their future use. Any District Data returned under this section must either be in the format as originally provided, in a format that is readily usable by District, or formatted in a way that it can be used. The costs for returning documents and data to District are included in this Contract.

30. ORDERING AND INVOICING: A purchase order must be sent to the Contractor by District prior to any work being initiated, product shipped, or invoices cut under this contract. All orders will be shipped promptly in accordance with the delivery schedule. Contractor will promptly submit invoices (within 30 days after shipment or delivery of goods or services, with the exclusion of end of fiscal year invoicing) to the contact listed in the scope of work. The contract number on the Signature Page and purchase order number shall be listed on all invoices, freight tickets, and correspondence relating to an order under this Contract. The prices paid by District shall not exceed prices listed in this Contract. District shall adjust or return any invoice reflecting incorrect pricing. Contractor must send all invoices no later than July 10, or the last working day prior, to the District for all work completed or items received during the District’s fiscal year of July 1-June 30.

31. PAYMENT AND NOTICE:

a. Payments will be made within thirty (30) days from the date a correct invoice is received. A correct invoice will contain the contract (if applicable) and purchase order numbers. An invoice to which tax has been added is not a correct invoice, as the District is tax-exempt. After sixty (60) days from the date a correct invoice is received by the appropriate District official, the Contractor may assess interest on overdue, undisputed account charges up to the interest rate paid by the IRS on refund claims, plus two percent, computed in accordance with Utah Code § 15-6-3, Utah Prompt Payment Act of Utah Code, as amended.

b. The contract costs may be changed only by written amendment. All payments to Contractor will be remitted by mail, by electronic funds transfer, or by the District’s purchasing card (major credit card). District will not pay electronic payment fees of any kind.

c. Any written protest of the final contract payment must be filed with District within ten (10) working days of receipt of final payment.

If no protest is received, District is released from all claims and all liability to Contractor for fees and costs pursuant to this Contract.

d. Notice: Wherever one party is required to give formal notice to the other, such notice shall be deemed given upon receipt of electronic mail and email attachments. Notices shall be addressed as follows:

Contractor: District:

Email sent to Contact person at Contractor’s named email address as indicated on signed Signature Page(s) of this Contract.

Insert Buyer Name and email

e. Overpayment: If during or subsequent to the contract performance, a District audit or a State of Utah audit determines that payments were incorrectly reported or paid by District, and then Contractor shall, upon written request, immediately refund to District any such overpayments. District may withhold any or all subsequent payments under this Contract until recoupment of overpayment is made.

f. Payment withholding: Accurate reporting, record keeping, and compliance requirements specified in this Contract, are material elements of performance. If Contractor’s record keeping practices, compliance, or reporting to District are not conducted in a timely and satisfactory manner, District may withhold part or all payments until such deficiencies have been remedied. This includes, but is not limited to, Contractor’s failure to provide timely invoicing. If payment(s) are withheld, District will provide notice to Contractor of the deficiencies that must be corrected in order to bring about the release of withheld payment.

32. CONTRACTOR’S INSURANCE RESPONSIBILITY: The Contractor shall maintain the following insurance coverage:

a. Workers’ compensation insurance during the term of this Contract for all its employees and any Subcontractor employees related to this Contract. Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction.

b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of Utah. The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) per person per occurrence and three million dollars ($3,000,000.00) aggregate.

c. If Procurement Item is Software as a Service, Cyber Security Coverage from an insurance company authorized to do business in the State of Utah. The insurance policy must cover data breach and privacy/cyber liability including technology errors and omissions and professional liability. The limits will be no less than $5,000,000.00 aggregate.

d. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of Services under this Agreement whether owned, non-owned, leased, or hired. The minimum liability limit must be $1 million per occurrence, combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract.

e. Other insurance policies specified in the Solicitation.

Certificate of Insurance, showing up-to-date coverage, shall be on file with District before the Contract may commence. Failure to provide proof of insurance as required will be deemed a material breach of this Contract.

Contractor’s failure to maintain this insurance requirement for the Contract Period will be grounds for immediate termination.

33. ADDITIONAL INSURANCE REQUIREMENTS:

a. Professional liability insurance in the amount as described in the Solicitation for this Contract, if applicable.

b. Any other insurance policies described or referenced in the Solicitation for this Contract.

c. Any type of insurance or any increase of limits of liability not described in this Contract which the Contractor requires for its own protection or on account of any federal, Utah, or local statute, rule, or regulation shall be its own responsibility, and shall be provided at Contractor’s own expense.

d. The carrying of insurance required by this Contract shall not be interpreted as relieving the Contractor of any other responsibility or liability under this Contract or any applicable law, statute, rule, regulation, or order. Contractor must provide proof of the above listed policies within thirty (30) days of being awarded this Contract.

34. ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of District.

35. TERMINATION: This Contract may be terminated for cause by either party upon written notice being given by the other party. The party in violation will be given fourteen calendar days, or as otherwise agreed upon in writing, after notification to correct and cease the violations, after which this Contract may be terminated for cause at any time. This Contract may also be terminated without cause (for convenience) by either party, upon sixty (60) calendar days written notice being given to the other party. The parties may agree to terminate this Contract at any time by written agreement.

Contractor shall be compensated for the Services properly performed and goods properly provided pursuant to this Contract up to the effective date of termination as stated in the notice. Contractor agrees that in the event of termination for cause or without cause, Contractor’s sole remedy and monetary recovery from District is limited to payment for all work properly performed as authorized under this Contract up to the date of termination, and any reasonable pro-rated monies that may be owed as a result of Contractor having to terminate other contracts necessarily and appropriately entered into by Contractor pursuant to this Contract, after receipt and verification of documented evidence of those terminated contracts.

36. TERMINATION UPON DEFAULT: In the event this Contract is terminated for default by Contractor, District may procure Goods, Custom Deliverables, or Services similar to those terminated, and Contractor shall be liable to District for any and all cover costs and damages.

37. SUSPENSION OF WORK: District may suspend Contractor’s responsibilities under this Contract without terminating this Contract by issuing a written notice. Contractor’s responsibilities may then be reinstated upon written notice from District.

38. DEFAULT AND REMEDIES: Any of the following events will constitute cause for District to declare Contractor in default of this Contract for nonperformance of contractual requirements or a material breach of any term or condition of this Contract. District will issue a written notice of default and may provide a fourteen (14) day period in which Contractor will have an opportunity to cure.

Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains, after Contractor has been provided the opportunity to cure, District may exercise any remedy provided by law; terminate this Contract and any related contracts or portions thereof; (c) impose liquidated damages, if liquidated damages are listed in the contract; (d) suspend or debar Contractor from receiving future solicitations; or (e) demand a full refund of the Goods, Custom Deliverables, or Services furnished by Contractor that are defective or Services that were inadequately performed.

39. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, acts of God, or war which is beyond that party's reasonable control. District may immediately terminate this Contract after determining such delay will reasonably prevent successful performance of this Contract.

40. CONFLICT OF TERMS: Contractor terms and conditions must be attached to this Contract. No other terms and conditions will apply to this Contract, including terms listed or referenced on a Contractor’s website, quotation/sales order, purchase orders, or invoice. In the event of any conflict in the contract terms and conditions, the order of precedence is: (a) This Attachment A; (b) Attachment B:

Utah Student Data Privacy Agreement, if applicable; (c) District’s Contract Signature Page(s); (d) District’s Additional Terms and Conditions, if any; and (e) Contractor Terms and Conditions, if any. Attachment A will be given precedence over any provisions including, limitation of liability, indemnification, standard of care, insurance, or warranty, and will not be nullified by or exception created by more specific terms elsewhere in this Contract.

41. SURVIVORSHIP: The contractual provisions that will remain in effect after expiration or termination of this Contract are: (a) Contract Jurisdiction, Choice of Law, and Venue; (b) Secure Protection and Handling of District Data; (c) Data Breach Responsibilities; (d) Ownership in Custom Deliverables; (e) Ownership, Protection, and Use of Records, including Residuals of such records; and (f) Ownership, Protection, and Use of Confidential Federal, Utah, or Local Government Internal Business Processes, including residuals of such confidential business processes; (g) Ownership, Protection, and Return of Documents and Data Upon Contract Termination or Completion; (h) Confidentiality; (i) Conflict of Terms; and (j) any other terms that by their nature would survive the expiration, completion, or termination of this contract.

42. RELEVANT STATE AND FEDERAL LAWS

a. Conflict of Interest with District Employees: Contractor shall comply and cooperate in good faith with all conflict of interest and ethic laws, including Utah Code § 63G-6a-2404, Utah Procurement Code, as amended.

b. Procurement Ethics: Contractor understands that a person who is interested in any way in the sale of any supplies, services, products, construction, or insurance to the State of Utah is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, or reward, or any promise thereof to any person acting as a procurement officer on behalf of the District, or who in any official capacity participates in the procurement of such supplies, services, products, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization (Utah Code § 63G- 6a-2304.5, Utah Procurement Code, as amended).

c. Employment Practices: Contractor shall abide by the following employment laws: (i)Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e) which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services, on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90 which prohibits discrimination on the basis of age; (iv) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities.

d. Compliance with Accessibility Standards: Contractor shall comply with the Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973 and standards approved by the Office of Civil Rights, a division of the Department of Education and Utah State Board of Education rules. Contractor shall comply with Utah Administrative Code R895 which states that contractors developing new websites or applications for the District are required to meet federal accessibility guidelines subject to rule R895 and correct any items that do not meet these guidelines at no cost to the agency.

In addition, Contractor shall comply with any applicable state and/or federal laws.

43. RIGHT TO MONITOR PERFORMANCE AND AUDIT

a. Audit: Contractor shall, upon written notification permit District, or a third party designated by District, to perform an assessment, audit, examination, or review of all of Contractor’s sites and environments - including physical, technical, and virtual sites and environments - in order to confirm Contractor’s compliance with this Contract; associated scopes of work; and applicable laws, regulations, and industry standards. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel; physical premises; records; technical and physical infrastructures; and any other person, place, or object which may assist District or its designee in completing such assessment. Upon request, Contractor shall provide the results of any audit performed by or on behalf of Contractor that would assist District or its designee in confirming Contractor’s compliance with this Contract; associated scopes of work; and applicable laws, regulations, and industry standards.

b. Monitor Performance: District reserves the right to monitor Contractor’s performance, perform plan checks, plan reviews, other reviews, and/or comment upon the Services of Contractor.