STANDARD CONTRACT TERMS AND CONDITIONS

1. AUTHORITY

Provisions of this Contract are pursuant to the authority set forth in Utah Code § 63G-6a (Utah ProcurementCode,asamended),UtahAdministrativeCodeR33(AdministrativeServices,Purchasing andGeneralServices),and/orOgdenSchoolDistrict’sPurchasingandProcurementPolicy,andrelated statutes which govern DISTRICT’S purchase of goods, technology, and services.

2. CONTRACT JURISDICTION, CHOICE OF LAW, & VENUE

Provisions of this Contract shall be governed solely bythelawsoftheStateofUtah.Thepartieswill submittothejurisdictionofthecourtsoftheStateofUtahforanydisputearisingoutofthisContractor breachthereof.ExclusivevenueshallbeinOgdenCity,intheSecondJudicialDistrictCourtforWeber County.

3. LAWS AND REGULATIONS

CONTRACTOR and any and all supplies, services, equipment, and technology furnished under this ContractwillcomplyfullywithallapplicableFederalandStatelawsandregulations,includinglicensure, certification, and accessibility requirements (including the AmericanswithDisabilitiesActandSection 508 of the Rehabilitation Act).

4. RECORDS ADMINISTRATION & AUDIT RIGHTS

CONTRACTOR shall maintain or supervise the maintenance of all records necessary to properly account for payments made to CONTRACTOR for costs authorized by this Contract. These records shall be retained byCONTRACTORforatleastsix(6)yearsaftertheContractterminates,oruntilall audits initiated within the six years have been completed, whichever is later.

CONTRACTOR agrees to allow DISTRICT, State of Utah auditors, Federal auditors, and DISTRICT staffaccesstoallrecordsrelatedtothisContractforaudit,inspection,andmonitoringofservicesatno additionalcost.Suchaccesswillbeduringnormalbusinesshoursorbyappointment.CONTRACTOR mustrefundtotheDISTRICTanyoverchargesbroughttoCONTRACTOR’Sattentionbyanauditandis not permitted to offset overcharges by alleged undercharges.

5. EMPLOYMENT STATUS VERIFICATION SYSTEM (“E-VERIFY”)

TheStatusVerificationSystemrequirementappliestocontractsissuedthroughaRequestforProposal (RFP) process, and to sole sources includedwithinanRFP.ItdoesnotapplytoInvitationforBidsor Multiple State Bids.

● 5.1. Certification:Each offeror and person signingon behalf of an offeror 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 employed in the State of Utah in accordance with immigration laws, including UCA § 63G-12-302.

● 5.2. Subcontractor Flow-Down:CONTRACTOR shall requirethat the following provision be placed in each subcontract at every tier:

“The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration laws, including UCA § 63G-12-302, and to comply with all applicable employee status verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work.”

● 5.3. Indemnity Clause:CONTRACTOR shall protect, indemnify,and hold harmless the DISTRICT, its officers, employees, and agents against any claim, damages, or liability arising out of or resulting from violations of Section 5 of this Contract, whether violated by employees, agents, or contractors of: (a) CONTRACTOR; (b) Subcontractor at any tier; and/or (c) any entity or person for whom CONTRACTOR or Subcontractor may be liable.

6. CRIMINAL BACKGROUND SCREENING & DRUG TESTING

If CONTRACTOR requires unescorted access to secure DISTRICT facilities, technology systems, or student/employee data, each employee of CONTRACTOR and Subcontractor must successfully complete a fingerprint-based Federal Criminal Background Check at CONTRACTOR’S or the employee’s expense prior to being granted access.

Furthermore, such individuals must successfully complete a 10-panel drug test at CONTRACTOR’S expense,withpass/failresultsprovidedtotheDISTRICTpriortoaccessbeinggranted.CONTRACTOR shall immediately notify the DISTRICT if an arrest or conviction of any person withsystemorfacility access occurs during the Contract Period. CONTRACTOR personnel must comply with the DISTRICT’S Drug-Free Workplace and Acceptable Use policies while on premises.

7. INTELLECTUAL PROPERTY & CUSTOM DELIVERABLES

● 7.1. Ownership of Custom Deliverables:All intellectualproperty rights, title, and interest in products, software, customizations, documentation, or works of authorship designed, developed, or customized specifically for the DISTRICT under this Contract (“Custom Deliverables”) shall transfer to and be owned exclusively by the DISTRICT upon payment.

● 7.2. Pre-Existing IP / Background IP:Each party retainsall rights to its pre-existing intellectual property developed independently of this Contract (“Background IP”). To the extent Background IP is embedded in any deliverable, CONTRACTOR grants the DISTRICT a perpetual, irrevocable, royalty-free, worldwide license to use CONTRACTOR’S Background IP solely to fully utilize the deliverables.

● 7.3. General Software/SaaS License:For any commercialsoftware or Software-as-a-Service (SaaS) delivered that is not a Custom Deliverable, CONTRACTOR grants the DISTRICT a non-exclusive, non-transferable right to use such software for the DISTRICT'S internal operational purposes during the Contract Period.

8. INDEMNITY & LIMITATION OF LIABILITY

CONTRACTORagreestofullyindemnify,defend,saveharmless,andreleasetheDISTRICT,andallits officers,boards,agents,volunteers,andemployeesfromandagainstanyandallloss,damages,injury, liability, suits, judgments, settlements, costs, and reasonable attorneys' fees arising out of the performanceofthisContractcausedinwholeorinpartbytheintentionalacts,omissions,ornegligence of CONTRACTOR’S officers, agents, volunteers, subcontractors, or employees.

The parties explicitly agree that any commercial Limitations of CONTRACTOR’S Liability (including caps on damages or disclaimers ofspecifictypesofdamagesfoundinuseragreements,invoices,or online terms)will not applyto:

1. Injuries to persons, including death.

2. Physical damages to property.

3. Intellectual property infringement claims.

4. Data Breaches or Security Incidents involving DISTRICT Data.

9. SECURE PROTECTION AND HANDLING OF DISTRICT DATA

IfCONTRACTORisgivenaccesstoorprocessesdatacreatedby,controlledby,ororiginatingfromthe DISTRICT (including student records, PII, and employee data, collectively "DISTRICT Data"), CONTRACTOR shall safeguard the confidentiality, integrity, and availability of the data under the following strict conditions:

● 9.1. Storage and Sovereignty:All DISTRICT Data mustbe hosted, stored, maintained, processed, and backed up in data centers located strictly within the United States.IN NO CASE

MAY DISTRICT DATA LEAVE THE UNITED STATES.

● 9.2. Encryption:DISTRICT Data must be fully encryptedat rest and in transit using industry-standard protocols (e.g., current TLS standards, FIPS 140-x compliance).

● 9.3. Authentication:Any systems requiring login accessmust be capable of secure integration with the DISTRICT’S Single Sign-On (SSO) or designated identity management federation solutions.

● 9.4. Data Destruction:No sooner than 60 days butno later than 90 days following the expiration or termination of this Contract, CONTRACTOR shall erase, destroy, and render unreadable all DISTRICT Data from all non-DISTRICT computer systems, servers, and backups, and certify such destruction to the DISTRICT in writing within thirty (30) days. Data must be returned to the DISTRICT in a readily usable format prior to destruction.

10. GOVRAMP / NIST COMPLIANCE FOR CLOUD & SAAS PRODUCTS

For any cloud-hosted or SaaS solution that processes, stores, or transmits DISTRICT Data, CONTRACTOR must comply with National Institute of Standards and Technology (NIST) 800-53 standards. CONTRACTOR must achieve and maintain a verified GovRAMP or FedRAMP status (Ready,Core,Authorized,orProvisionallyAuthorized)throughoutthelifeoftheContract,orbeactively enrolled in the GovRAMP Progressing Security Snapshot Program.

CONTRACTOR must grant the DISTRICT visibility through the GovRAMP repository for continuous monitoring. Failure to maintain or achieve these security baselines constitutesamaterialbreachand grounds for immediate termination.

11. GENERATIVE ARTIFICIAL INTELLIGENCE (AI) RESTRICTIONS

● 11.1. Data Re-Use and Training Prohibitions:CONTRACTORis strictly prohibited from using

DISTRICT Data, student records, or school materials in Generative AI queries, and is barred from utilizing DISTRICT Data to build, test, or train proprietary commercial generative AI programs or large language models without express, written permission from the DISTRICT.

● 11.2. PII Isolation:CONTRACTOR is completely prohibited from using, integrating, or conjoining Personal Data or student record data with Generative AI tools under any circumstances.

● 11.3. IP Attestation & Indemnity:CONTRACTOR atteststhat any AI models used in its products utilize only properly licensed source material. CONTRACTOR shall fully indemnify and defend the DISTRICT from all claims, liability, or copyright actions resulting from an AI-generated deliverable infringing upon third-party intellectual property rights.

12. SECURITY INCIDENT & DATA BREACH RESPONSIBILITIES

PursuanttotheUtahGovernmentDataPrivacyAct(UCA§63A-19-405etseq.),upondiscoveryofany unauthorized access, acquisition, disclosure, loss of access, or destruction of DISTRICT Data (a "Security Incident" or "Data Breach"), CONTRACTOR shall notify the DISTRICT'S Information Technology Department in the most expedient time possible and without unreasonable delay.

CONTRACTOR shall fully cooperate with the DISTRICT by sharing forensic information, promptly implementing remediation measures, and covering all public notification costs, credit monitoring fees, remedial costs, and statutory damagesresultingfrom the breach.

13. REJECTED "AS-IS" WARRANTIES & REMEDIES

The DISTRICT does not accept any procurement item “AS-IS”. CONTRACTOR warrants all hardwaredeliverablesforaperiodofone(1)year,andallsoftwarecomponentsforaperiodofatleast ninety(90)daysfromfinalwrittenacceptance.AllwarrantiesgrantedbytheUniformCommercialCode (UCC) of the State of Utah apply to this Contract, and any vendor product liability or warranty disclaimers are explicitly rejected.

CONTRACTOR warrants that all items are free of defects, properly designed, and conform to the performance benchmarks stated in CONTRACTOR’S marketing materialsandsalesproposals.Upon breach of warranty, CONTRACTOR shall repair or replace the item at no cost; if the repair or replacement fails its essential purpose, CONTRACTOR shall issue afull refundof all payments made.

14. CONFLICT OF INTEREST & PROCUREMENT ETHICS

CONTRACTOR represents that none of its officers or employees are officers or employees of the DISTRICT, unless written disclosure has been made in accordance with U.C.A. § 67-16.

CONTRACTOR certifies it has not offered, given, orpromisedanycompensation,gratuity,reward,or contribution to any procurement officer or employee participating in this procurement, in compliance with the Utah Procurement Code ethic regulations (U.C.A. § 63G-6a-2404).

15. CONTRACTOR AS AN INDEPENDENT CONTRACTOR

CONTRACTOR shall be an independent contractor and has no authorization, express or implied, to bind the DISTRICT to any agreements, settlements, liability, or understandings. CONTRACTOR is solely responsible for the payment of all income taxes, social security, and FICA amounts due as a result of payments received from the DISTRICT.

16. SEPARABILITY / SEVERABILITY CLAUSE

AdeclarationbyanycourtofcompetentjurisdictionthatanyprovisionofthisContractisillegalandvoid shallnotaffectthelegalityandenforceabilityofanyotherprovision,unlesstheprovisionsaremutually dependent.

17. RENEGOTIATION, AMENDMENTS, & ANTI-BOYCOTT

This Contract may be amended, modified, or supplemented only by a formal written amendment executed by authorized parties. Automatic renewals areprohibitedbylawandanysuchclauses are deemed void. Pursuant to Utah Code § 63G-27, CONTRACTOR certifies that it isnotcurrently engaged in, and will not engage in, any "economic boycott" or "boycottoftheStateofIsrael"forthe duration of this Contract.

18. DEBARMENT

CONTRACTOR certifies thatneitheritnoritsprincipalsarepresentlydebarred,suspended,proposed fordebarment,declaredineligible,orvoluntarilyexcludedfromparticipationingovernmenttransactions byanylocal,state,federal,orinternationalgovernmentaldepartmentoragency.CONTRACTORmust notify the DISTRICT Director of Purchasing within thirty (30) days if its debarment status changes during the Contract Period.

19. TERMINATION

● 19.1. For Cause:This Contract may be terminated forcause by either party upon written notice.

The violating party shall be given ten (10) calendar days to correct and cure the violation, after which the Contract may be terminated immediately. If terminated for CONTRACTOR default, CONTRACTOR shall be liable to the DISTRICT for all cover costs to procure replacement goods or services.

● 19.2. For Convenience:This Contract may be terminatedfor convenience without cause by the DISTRICT upon thirty (30) days' prior written notice. CONTRACTOR’S sole remedy upon a convenience termination is payment for goods or services properly delivered and accepted up to the effective termination date.

20. NON-APPROPRIATION OF FUNDS

CONTRACTOR acknowledges that the DISTRICT cannot legally contract for the payment of public fundsnotyetappropriatedbytheUtahStateLegislature,UtahStateBoardofEducation,ortheOgden District Board of Education.

If funding is reduced, revoked, or restricted, the DISTRICT may terminate this Contract or proportionately reduce the purchases and obligations upon thirty (30) days written notice. The DISTRICT shall remit all amounts due for goods/services delivered through theterminationdateand shall not be held liable for any future commitments, lease balances, penalties, or liquidated damages.

21. SALES TAX EXEMPTION

The DISTRICT’S sales and use tax exemption number is 12057251-002-STC. Tangible personal property or services purchased under this Contract are paid from DISTRICT public funds and used strictly in the exercise of the DISTRICT’S essential educational and governmental functions.

22. INSURANCE REQUIREMENTS & CYBER LIABILITY TIER

CONTRACTORmustmaintainthefollowinginsurancecoveragesthroughoutthetermoftheContract, providing a Certificate of Insurance adding the DISTRICT as an additional insured:

● 22.1. Workers’ Compensation:Full statutory limitsin accordance with Utah law.

● 22.2. Commercial General Liability (CGL):Minimumof $1,000,000 per occurrence and

$3,000,000 in the aggregate.

● 22.3. Commercial Automobile Liability (CAL):Minimumof $1,000,000 combined single limit per occurrence (applicable if vehicles are used on DISTRICT property).

● 22.4. Cyber Security / Privacy Liability Insurance:Mandatory for all Software, SaaS, Cloud, Hardware systems managing data, or IT Service contracts.Policy limits must be no less than$5,000,000.00 in the aggregate, coveringdata breaches, technology errors and omissions, privacy liability, ransomware remediation, and professional liability.

Failure to maintain insurance is grounds for immediate contract termination.

23. PUBLIC INFORMATION & GRAMA COMPLIANCE

CONTRACTOR acknowledges that this Contract, associated sales orders, invoices, and prices are publicrecordsavailableforpublicdistributionundertheStateofUtahGovernmentRecordsAccessand Management Act (GRAMA, Utah Code § 63G-2-101 et seq.).

GRAMA definitions take immediate precedence over any vendor statements of confidentiality, proprietary stamps, or copyright notations. To protect true proprietary trade secrets, CONTRACTOR mustexplicitlysubmitawritten"ClaimofBusinessConfidentiality"pursuanttoUCA§63G-2-309atthe exact time of proposal or bidding.

24. PHYSICAL & ELECTRONIC DELIVERY

● 24.1. Physical Delivery:All physical deliveries willbe F.O.B. Destination, Freight Prepaid and

Allowed. Transportation and handling charges must be paid by CONTRACTOR and included upfront in quotations; unapproved freight surcharges on invoices will be rejected. Liability for loss or damage remains with CONTRACTOR until final inspection and written acceptance.

● 24.2. Electronic Delivery:Electronic delivery orsoftware downloads must be pre-approved in writing. CONTRACTOR warrants that all electronic deliveries are fully encrypted in transit and free of known malware, viruses, bugs, or Trojan horses.

25. ACCEPTANCE PERIOD

All deliverables mustfunctioninaccordancewithtechnicalspecifications.TheDISTRICTshallhavea thirty (30) calendar dayAcceptance Periodfrom deliveryto inspect items for defects.

Upon written notice of a defect, CONTRACTOR shall have fourteen (14) calendar days to cure. No procurement item shall be deemed accepted, and no invoice shall be legally due or paid, until the Acceptance Period concludes with the DISTRICT'S written satisfaction.

26. INVOICING, PROMPT PAYMENTS, AND INTEREST

CONTRACTOR shall submit accurate invoices within thirty (30) days of accepted delivery, clearly displayingtheDISTRICTcontractandpurchaseordernumbers.Paymentsareremittedviacheck,EFT, or District Purchasing Card within thirty (30) days following written acceptance.

Aftersixty(60)daysfromreceiptofanundisputed,correctinvoice,CONTRACTORmayassessinterest up to a maximum of the rate paid by the IRS on taxpayer refund claims plus two percent (+2%), in accordancewiththeUtahPromptPaymentAct(U.C.A.§15-6-3).TheDISTRICTwillnotpayelectronic payment fees or credit card processing surcharges of any kind.

27. ASSIGNMENT AND SUBCONTRACTING

CONTRACTOR will not assign, sell, delegate, transfer, or subcontract any rights or operational responsibilitiesunderthisContract,inwholeorinpart,withouttheexplicitpriorwrittenapprovalofthe DISTRICT’S Purchasing Department.

28. FORCE MAJEURE

Neither party will be held responsible for contract delays or defaults caused by fire, riots, natural disasters/acts of God, or declared warfare, which are entirelybeyondthatparty’sreasonablecontrol.

The DISTRICT reserves the right to terminate the Contract if a Force Majeure event prevents successful vendor performance for an unreasonable duration.

29. IT DEVELOPMENT, TEST, AND PRODUCTION ENVIRONMENTS

For any CONTRACTOR-hosted software solutions deployed for the DISTRICT, CONTRACTORshall maintain three distinct, separate environments throughout the term of the Contract: a Development environment, a Test/QA environment, and a Live Production environment.

Databaserefreshesfromproductiontotestenvironmentsrequirewrittencoordinationtopreventlossof custom code configurations.Systemloggingmustbepermanentlyenabledtofulfillregulatorysecurity auditingframeworks(NISTandOWASPstandards).CONTRACTORmustprovidedefinedrollbackand fallback strategies to the DISTRICT prior to any system code updates or promotions.

30. TRANSITION ASSISTANCE

Upon expiration or termination of this Contract, CONTRACTOR shall reasonably cooperate with the DISTRICT and any designated successor contractor to ensure seamless system transition.

CONTRACTOR must assist the DISTRICT in exporting and extracting all DISTRICT Data in a universally usable format (e.g., CSV, SQL) atno additionalcostto the DISTRICT.

31. CONFLICT OF TERMS & ORDER OF PRECEDENCE

No supplemental terms or conditions submitted by CONTRACTOR—including terms listed on a quotation, click-through end user license agreements (EULAs), terms printed on receiving tickets, or updates posted on CONTRACTOR’S website—shall apply to this Contract if they create a conflict.

In the event of any conflict or ambiguity between procurement documents, the strict order of precedence shall be:

1. Ogden School District Standard Contract Terms and Conditions (This Document)⬅️ Takes absolute priority and overrides all other clauses.

2. District Contract Signature Page(s).

3. District Special Terms and Conditions / Scope of Work.

4. CONTRACTOR Terms and Conditions (including attached EULAs or Addenda).

32. SURVIVORSHIP

TheprovisionsthatbytheirclearnaturemustsurvivetheconclusionofthisContractshallremaininfull effectafterterminationorexpiration,including:ContractJurisdiction,ChoiceofLaw,andVenue;Secure Protection and Handling of State Data; Data Breach Responsibilities; Ownership of Custom Deliverables; Confidentiality; Intellectual Property Indemnification; and Rules of Precedence.

33. ENTIRE AGREEMENT

ThisContract,incorporatingalldesignatedattachments,solicitationdocuments,andauthorizedwritten amendments, constitutes the entire agreement between the parties. It supersedes all prior or contemporaneous oral or written understandings.

Signatures Bysigningbelow,thepartiesagreetoadherestrictlytotheterms,conditions,andsecuritysafeguards established in this agreement.

Signature of Vendor Representative Date

Vendor Name

Signature of Ogden School District Representative Date

Revision Date: June 9, 2026