Welcome to the K12 Plus Master Services Agreement (MSA). This agreement outlines the standard terms and conditions governing your use of K12 Plus products and services. It defines the responsibilities of both K12 Plus and your organization, including service delivery, data security, confidentiality, payment terms, and other important provisions. We encourage you to review these terms carefully before purchasing or using our services.
This Master Services Agreement (“Agreement”) is entered into as of this __ day of ______, 2026 (the “Effective Date”), by and between K12 Plus, LLC, a Texas limited liability company (“K12 Plus”), and the District identified on the signature block below (“District”). K12 Plus and the District may each be referred to as a “Party” and collectively as the “Parties.”
1.1 “504 Plans” means all records, accommodation plans, evaluation materials, eligibility determinations, notices, meeting documents, service information, amendments, review materials, and related documentation created, uploaded, transmitted, maintained, or stored within the Platform by or on behalf of the District in connection with the identification, evaluation, eligibility, accommodation, implementation, review, or revision of services and protections for a qualified student with a disability under Section 504 of the Rehabilitation Act of 1973 and applicable state law.
1.2 “Authorized Users” means District employees, contractors, service providers, and agents authorized by the District to access and use the Platform, including administrators, educators, authorized students, and parents or legal guardians of students as permitted under applicable law and designated by the District.
1.3 “AWS Infrastructure” means the Amazon Web Services (“AWS”) cloud hosting environment upon which the Platform is deployed, including all associated AWS computing, storage, networking, and security services.
1.4 “District Data” means all data submitted to, processed by, or stored within the Platform on behalf of the District, including Student Education Records, IEP Documents, 504 Plans, LPAC Records, RTI/MTSS Data, and any other District-specific information.
1.5 “Education Records” has the meaning ascribed to it under the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232g.
1.6 “Exhibit A” means the Fee Schedule and Service Configuration exhibit attached hereto, which sets forth all fees, student counts, service tiers, modules subscribed, training provisions, and billing terms applicable to the District’s subscription.
1.7 “IEP Documents” means all records, forms, plans, notices, evaluations, progress reports, meeting materials, service logs, and related documentation created, uploaded, transmitted, maintained, or stored within the Platform by or on behalf of the District in connection with the identification, evaluation, eligibility, development, implementation, review, or amendment of a student’s Individualized Education Program under the Individuals with Disabilities Education Act (“IDEA”) and applicable state law.
1.8 “Implementation Services” means the onboarding, configuration, data migration, and go-live assistance services to be provided by K12 Plus as specified in Exhibit A.
1.9 “Integration Services” means services to connect the Platform to third-party systems (including student information systems, identity providers, or other District platforms) as specified in Exhibit A.
1.10 “LPAC Records” means all records, forms, notices, assessments, committee documents, placement determinations, parent communications, instructional accommodation information, reclassification documentation, monitoring records, amendments, review materials, and related documentation created, uploaded, transmitted, maintained, or stored within the Platform by or on behalf of the District in connection with the identification, evaluation, placement, instruction, accommodation, monitoring, reclassification, or exit of students served through the Language Proficiency Assessment Committee process under applicable federal and state law.
1.11 “Mobile Application” means any iOS or Android application made available by K12 Plus as a companion to the Platform, if subscribed to as specified in Exhibit A.
1.12 “Order Form” means a mutually executed ordering document, quote, or purchase order that incorporates this Agreement and specifies the particular services, fees, and term applicable to a given subscription.
1.13 “Platform” means K12 Plus’s cloud-based Special Programs software system hosted on AWS, including all modules and functionality for: (a) Special Education services and Individualized Education Programs; (b) Section 504 evaluation, eligibility, and accommodation plan management; (c) Response to Intervention / Multi-Tiered System of Supports processes; (d) Language Proficiency Assessment Committee documentation and program management; and (e) related compliance monitoring, service documentation, reporting, and administrative functionality, as made available pursuant to the applicable Exhibit A or Order Form.
1.14 “RTI/MTSS Data” means all records, forms, intervention plans, screening results, progress monitoring data, referral information, instructional support documentation, tier placement determinations, parent communications, meeting materials, accommodations, behavior supports, review materials, amendments, and related documentation created, uploaded, transmitted, maintained, or stored within the Platform by or on behalf of the District in connection with the identification, delivery, monitoring, evaluation, adjustment, or documentation of Response to Intervention (RTI) services and Multi-Tiered System of Supports (MTSS) processes under applicable federal and state law.
1.15 “Services” means access to and use of the Platform together with any Implementation Services, Integration Services, Training Services, Mobile Application access, and other supplemental services, each as specified in the applicable Exhibit A.
1.16 “SLA” means the service level commitments for Platform uptime and performance as published by K12 Plus and incorporated herein by reference, as may be updated by K12 Plus upon reasonable prior written notice to the District. The SLA in effect at the commencement of each annual period of the Term shall govern K12 Plus’s obligations for that period.
1.17 “Student Education Records” has the meaning ascribed to “education records” under FERPA.
1.18 “Term” has the meaning set forth in Section 12.
1.19 “Training Services” means the onboarding, role-based, and ongoing training provided by K12 Plus to District personnel, the scope of which depends upon the package selected by the District and is specified in Exhibit A.
2.1 License Grant. Subject to the District’s timely payment of all fees and compliance with this Agreement, K12 Plus grants the District a limited, non-exclusive, non-transferable, non-sublicensable subscription license to access and use the Platform during the Term solely for the District’s internal educational and administrative purposes in support of K-12 instruction, operations, and student outcomes.
2.2 Intended Purpose. The Services are designed and intended solely for lawful educational and administrative use by the District. The District agrees that: (a) the Services will not be used for medical diagnosis, treatment, or clinical decision-making; (b) any use involving sensitive data will comply with applicable laws, including FERPA, COPPA, and, where applicable, the Health Insurance Portability and Accountability Act (HIPAA) of 1996 (“HIPAA”); and (c) K12 Plus disclaims responsibility for use outside the intended purpose.
2.3 Modules and Features. The District’s access to specific Platform modules (IEP, Section 504, LPAC/ESL, RTI/MTSS) and features is limited to those identified in Exhibit A. Additional modules may be added by mutual written agreement via an Order Form.
2.4 Mobile Application. If the District has subscribed to the Mobile Application as identified in Exhibit A, K12 Plus grants the District a limited, non-exclusive license to deploy and use the Mobile Application on District-managed or District-approved devices. Use of the Mobile Application is subject to this Agreement, applicable app store terms, and any supplemental terms provided by K12 Plus.
2.5 District Responsibilities. The District is responsible for: (a) maintaining the confidentiality of Authorized User credentials; (b) ensuring Authorized Users comply with this Agreement and applicable law; (c) providing accurate and complete District Data; (d) obtaining all legally required consents for data submitted to the Platform; and (e) notifying K12 Plus promptly of any unauthorized access to or use of the Platform.
2.6 Acceptable Use. The District and Authorized Users shall use the Platform only for lawful purposes consistent with this Agreement. The District shall not: (a) reverse engineer, decompile, or disassemble the Platform; (b) attempt to gain unauthorized access to K12 Plus systems; (c) use the Platform to transmit malicious code or unlawful content; or (d) resell, sublicense, or otherwise make the Platform available to unauthorized third parties.
3.1 Implementation Services. K12 Plus will provide Implementation Services as specified in Exhibit A. The scope, timeline, and responsibilities of each Party during implementation shall be set forth in a mutually agreed implementation plan. The District agrees to designate implementation contacts and provide timely access to necessary data and systems.
3.2 Integration Services. If the District has subscribed to Integration Services as identified in Exhibit A, K12 Plus will use commercially reasonable efforts to establish and maintain integrations between the Platform and designated third-party systems. The District acknowledges that: (a) third-party systems are subject to their own terms and conditions; (b) K12 Plus is not responsible for outages, failures, or changes to third-party systems or APIs that affect integrations; and (c) additional fees may apply for integrations not specified in Exhibit A.
3.3 Training Services. K12 Plus will provide Training Services as specified in Exhibit A. The scope of Training Services, including delivery format (live, virtual, recorded, or on-site), number of sessions, and targeted user roles, depends upon the package selected by the District and is identified in Exhibit A. Additional training beyond the scope of Exhibit A may be purchased separately.
3.4 Support. K12 Plus will provide ongoing technical support to the District during the Term at the support tier specified in Exhibit A, including access to K12 Plus’s support portal, documentation library, and customer support team.
4.1 Fees. The District shall pay K12 Plus the fees set forth in Exhibit A, which may include: (a) Base Platform Fees; (b) Per-Student Fees; (c) Mobile Application Fees; (d) Implementation Fees; and (e) Integration Fees. All fees are non-cancelable and non-refundable except as expressly provided herein.
4.2 Student Counts. Per-Student Fees shall be calculated based on the student enrollment counts reported or certified by the District and set forth in Exhibit A. Counts apply prospectively. The District shall notify K12 Plus if enrollment exceeds the tier specified in Exhibit A, and K12 Plus shall issue a supplemental invoice for the additional students.
4.3 Invoicing and Payment. Unless otherwise specified in Exhibit A: (a) subscription fees are invoiced annually in advance; (b) Implementation Fees and Integration Fees are invoiced as specified in Exhibit A; and (c) undisputed invoices are due and payable within thirty (30) days of receipt.
4.4 Late Payment. Undisputed amounts not paid by the due date are subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. K12 Plus reserves the right to suspend Services upon at least ten (10) business days’ advance written notice for undisputed non-payment.
4.5 Multi-Year Pricing. For multi-year Terms, annual fee increases shall not exceed five percent (5%) per year over the prior year’s fees unless otherwise specified in Exhibit A.
4.6 Non-Appropriation. All payment obligations of the District are subject to the availability of legally appropriated funds. If the District’s governing body fails to appropriate sufficient funds for any fiscal year of a multi-year Term, the District shall provide prompt written notice and this Agreement shall terminate at the end of the then-current appropriation period without penalty to the District, provided the District has used commercially reasonable efforts to seek appropriation.
4.7 Taxes. Fees do not include any applicable sales, use, or similar taxes. The District shall be responsible for all such taxes, except for taxes based on K12 Plus’s net income.
4.8 Purchase Orders. The District purchase orders submitted in connection with this Agreement are for the District’s internal administrative purposes only and do not modify, supplement, or supersede the terms of this Agreement.
5.1 Data Ownership. The District retains all right, title, and interest in and to District Data. Nothing in this Agreement grants K12 Plus any ownership interest in District Data.
5.2 FERPA and School Official Status. The Parties acknowledge that K12 Plus acts as a “School Official” with a “legitimate educational interest” as those terms are defined under FERPA, and shall use Education Records solely to provide the Services in compliance with applicable law. K12 Plus shall not: (a) sell or rent District Data or Student Education Records; (b) use District Data for targeted advertising; or (c) use District Data for any purpose other than providing the Services, except as expressly permitted by law.
5.3 Additional Privacy Compliance. K12 Plus shall comply with applicable federal and state student data privacy laws, including FERPA, the Children’s Online Privacy Protection Act (“COPPA”), and, where applicable, HIPAA, as well as applicable state student privacy statutes. K12 Plus shall execute a Data Processing Agreement (“DPA”) and/or a Business Associate Agreement (“BAA”) reasonably acceptable to K12 Plus if required by applicable law or District policy.
5.4 AWS Infrastructure and Security. The Platform is hosted exclusively on AWS. K12 Plus leverages AWS’s enterprise-grade security infrastructure, including:
(a) Physical security of data center facilities managed by AWS in accordance with AWS’s published security standards and certifications (including SOC 2 Type II, ISO 27001, FedRAMP, and others as applicable);
(b) Network security, including virtual private cloud (VPC) isolation, security groups, and AWS Web Application Firewall (WAF) protections;
(c) Data encryption in transit using TLS 1.2 or higher, and encryption at rest using AES-256 managed through AWS Key Management Service (KMS);
(d) AWS Identity and Access Management (IAM) controls for role-based access to K12 Plus infrastructure; and
(e) AWS CloudTrail audit logging and AWS CloudWatch monitoring for operational and security event visibility.
The District acknowledges that AWS’s security policies, standards, and certifications, as published at https://aws.amazon.com/security/ and https://aws.amazon.com/compliance/, describe the infrastructure layer standards applicable to K12 Plus’s hosting of the Platform. Such published standards are informational in nature and do not independently expand or modify K12 Plus’s obligations under this Agreement. K12 Plus shall maintain its own application-layer security controls consistent with those infrastructure standards.
5.5 Additional Security Controls. In addition to AWS infrastructure controls, K12 Plus shall implement and maintain: (a) role-based access controls limiting access to District Data to authorized K12 Plus personnel with a need to know; (b) multi-factor authentication for K12 Plus administrative access to production systems; (c) regular vulnerability scanning and patch management; (d) annual penetration testing or equivalent security assessment; and (e) a documented incident response plan.
5.6 Security Incident Notification. K12 Plus shall notify the District in writing without unreasonable delay, and in no event later than seventy-two (72) hours, following K12 Plus’s discovery of any unauthorized access to, acquisition of, use of, or disclosure of District Data. Such notice shall include, to the extent then known: (a) a description of the nature of the incident; (b) the categories and approximate number of individuals affected; (c) the categories and approximate number of records involved; and (d) the measures K12 Plus has taken or proposes to take to address the incident.
5.7 Data Backup and Availability. K12 Plus shall use commercially reasonable efforts to back up District Data and maintain Platform availability in accordance with the SLA.
5.8 Data Return and Deletion. Upon expiration or termination of this Agreement: (a) K12 Plus shall make District Data available for export by the District for a period of thirty (30) days in a commercially reasonable, machine-readable format; and (b) following the export period, K12 Plus shall securely delete or destroy District Data in accordance with applicable law and its data retention policy, and shall provide written certification of such deletion upon the District’s request.
6.1 Permitted Use. K12 Plus shall use District Data solely to provide, maintain, and improve the Services for the District’s benefit, to comply with applicable law, and as otherwise expressly authorized by the District in writing.
6.2 Prohibited Uses. K12 Plus shall not: (a) sell, rent, lease, or otherwise transfer District Data to any third party for commercial gain; (b) use District Data for targeted advertising or marketing to students, parents, or District personnel; (c) use District Data to build commercial products or services unrelated to the Services provided under this Agreement; or (d) disclose District Data to any third party except as necessary to provide the Services, as required by law, or as authorized by the District.
6.3 Aggregated and De-identified Data. K12 Plus may use de-identified, aggregated data derived from Platform usage that cannot reasonably be re-identified for product improvement, research, and analytics purposes, provided such use complies with applicable law and does not compromise the privacy of students or the confidentiality of District information.
7.1 K12 Plus IP. K12 Plus retains all right, title, and interest in and to the Platform, underlying technology, software, algorithms, user interface, documentation, and all other intellectual property rights therein. No ownership rights are transferred to the District under this Agreement. All rights not expressly granted are reserved by K12 Plus.
7.2 Derived Works and Feedback. To the extent the District or its personnel provide K12 Plus with feedback, suggestions, ideas, or recommendations regarding the Services (“Feedback”), the District hereby assigns to K12 Plus all right, title, and interest in such Feedback and any derivative works, improvements, or enhancements arising from or incorporating such Feedback. K12 Plus may incorporate Feedback into the Platform without restriction or compensation to the District.
7.3 District IP. The District retains all right, title, and interest in District Data and any materials, works, or intellectual property owned or licensed by the District prior to or independent of this Agreement.
8.1 Definition. “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, including business plans, pricing, security practices, technical documentation, student data, and operational information.
8.2 Obligations. The Receiving Party shall: (a) use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, or agents with a need to know who are bound by obligations no less restrictive than this Agreement.
8.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is lawfully obtained from a third party without restriction.
8.4 Required Disclosure. The Receiving Party may disclose Confidential Information if required by applicable law, court order, or government authority, provided it: (a) gives the Disclosing Party prompt advance written notice to the extent legally permitted; (b) cooperates with the Disclosing Party in seeking a protective order; and (c) limits disclosure to the minimum required. Nothing in this Agreement requires the District to violate the Texas Public Information Act or other applicable public records laws.
8.5 Survival. Confidentiality obligations survive the expiration or termination of this Agreement for a period of three (3) years, except with respect to Student Education Records and other student data, for which obligations survive for a period of seven (7) years following expiration or termination.
9.1 Mutual Representations. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (b) it has full authority to enter into and perform its obligations under this Agreement; (c) this Agreement constitutes a legal, valid, and binding obligation; and (d) it will comply with all applicable laws and regulations in performing under this Agreement.
9.2 District Warranties. The District represents and warrants that: (a) it has lawfully collected and is authorized to submit all District Data to the Platform; (b) it has obtained all legally required consents, notices, or approvals for processing student data; and (c) it is responsible for all activities conducted by Authorized Users.
9.3 K12 Plus Warranties. K12 Plus represents and warrants that: (a) the Platform will perform materially in accordance with its then-current documentation during the Term; (b) K12 Plus maintains a reasonable information security program consistent with industry standards applicable to cloud-based educational software; and (c) to K12 Plus’s knowledge, the Platform does not infringe any valid third-party intellectual property rights.
9.4 Warranty Remedy. In the event of a breach of the Platform performance warranty in Section 9.3(a), K12 Plus shall, at its option: (a) use commercially reasonable efforts to correct the non-conformance; or (b) provide the District with a workaround. If K12 Plus is unable to correct the non-conformance within a commercially reasonable period, the District may terminate the applicable Order Form and receive a pro-rata refund of prepaid fees for the affected Service period. THE FOREGOING IS DISTRICT’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE PLATFORM PERFORMANCE WARRANTY.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. K12 PLUS DOES NOT WARRANT THAT THE PLATFORM WILL MEET ALL DISTRICT REQUIREMENTS OR THAT ALL DEFECTS WILL BE CORRECTED. DISTRICT ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PLATFORM.
11.1 Third-Party Systems. The Platform may integrate with third-party systems and services, including student information systems and identity providers. The District acknowledges that: (a) third-party services are governed by their own terms and conditions, and K12 Plus has no control over third-party service availability, functionality, or policies; (b) K12 Plus is not liable for outages, errors, data loss, or failures caused by third-party systems; and (c) the District is responsible for obtaining necessary licenses or permissions from third-party providers.
11.2 Third-Party Subprocessors. K12 Plus may engage AWS and other third-party subprocessors in connection with delivering the Services. K12 Plus shall ensure any subprocessors that process District Data are bound by data protection obligations no less restrictive than those applicable to K12 Plus under this Agreement. Upon request, K12 Plus shall provide a list of material subprocessors.
12.1 Term. This Agreement commences on the Effective Date and continues for the initial term specified in Exhibit A (“Initial Term”). Unless otherwise specified in Exhibit A or terminated earlier in accordance with this Agreement, this Agreement shall automatically renew for successive one (1) year periods (“Renewal Term” and, together with the Initial Term, the “Term”), unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term.
12.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed over substantially all of its assets.
12.3 Non-Appropriation. The District may terminate this Agreement or any Order Form without penalty at the end of its current fiscal year budget period if the District’s governing body fails to appropriate sufficient funds for the following fiscal year, provided the District: (a) provides prompt written notice of such non-appropriation; and (b) has used commercially reasonable efforts to seek appropriation.
12.4 Effect of Termination. Upon expiration or termination of this Agreement: (a) all licenses granted hereunder immediately terminate; (b) the District shall cease all use of the Platform; (c) K12 Plus shall make District Data available for export as provided in Section 5.8; (d) the District shall pay all undisputed fees accrued through the effective date of termination; and (e) the provisions of this Agreement that by their nature should survive shall survive.
12.5 No Refund on Early Termination. Except in the case of termination by the District due to K12 Plus’s uncured material breach or under Section 12.3, prepaid fees are non-refundable upon early termination.
13.1 Indemnification by K12 Plus. K12 Plus shall defend, indemnify, and hold harmless the District and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any infringement of a third-party intellectual property right by the Platform as provided to the District; or (b) K12 Plus’s negligence or willful misconduct in connection with a data breach of District Data caused by K12 Plus’s failure to maintain the security controls required under this Agreement.
13.2 Indemnification by the District. To the extent permitted by applicable law and without waiving any sovereign immunity, the District shall defend, indemnify, and hold harmless K12 Plus and its members, officers, employees, and agents from and against any third-party claims arising from: (a) the District’s misuse of the Platform outside the permitted scope of this Agreement; (b) the District’s breach of its representations or warranties under this Agreement; or (c) the District’s unauthorized disclosure of Confidential Information.
13.3 Indemnification Procedure. The indemnified Party shall: (a) promptly notify the indemnifying Party of any claim; (b) grant the indemnifying Party sole control of the defense and settlement of such claim, provided no settlement imposing liability or restriction on the indemnified Party is agreed without prior written consent; and (c) provide reasonable cooperation and assistance.
14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Aggregate Cap. EXCEPT FOR (a) K12 PLUS’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.1(a) AND (b) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, K12 PLUS’S AGGREGATE LIABILITY TO THE DISTRICT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE DISTRICT TO K12 PLUS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY.
14.3 Sovereign Immunity. Nothing in this Agreement constitutes a waiver of the District’s sovereign or governmental immunity or expands the District’s liability beyond that permitted under Texas law. The District’s liability under this Agreement shall be subject to applicable constitutional and statutory limitations.
15.1 Compliance Program. K12 Plus maintains compliance with applicable education, privacy, and data protection laws and standards, including FERPA, COPPA, and applicable state student privacy statutes. K12 Plus leverages AWS compliance certifications (including SOC 2 Type II, ISO 27001, and FedRAMP where applicable) for its infrastructure layer.
15.2 Audit Reports. Upon the District’s reasonable written request and subject to an applicable non-disclosure agreement, K12 Plus shall provide: (a) summaries of applicable AWS compliance and SOC 2 audit reports; and (b) K12 Plus’s own security documentation summaries or attestations. K12 Plus shall not be required to provide third-party audit reports that K12 Plus is contractually prohibited from disclosing.
15.3 District Audit Rights. The District may, upon at least thirty (30) days’ written notice and no more than once per calendar year, request that K12 Plus complete a reasonable written security questionnaire or provide additional documentation to verify compliance with this Agreement’s data security obligations. K12 Plus shall respond within thirty (30) days.
K12 Plus may identify the District as a customer in marketing materials, press releases, or customer lists using the District’s name only. K12 Plus shall not use the District’s logos, seals, or trade dress, nor attribute any quotation or endorsement to the District, without the District’s prior written consent.
17.1 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemics, or failure of the public internet. The affected Party shall promptly notify the other and use commercially reasonable efforts to mitigate the impact.
17.2 Dispute Resolution. The Parties shall attempt to resolve any dispute through good-faith negotiation for a period of not less than two (2) weeks before initiating any legal action. Escalation to senior management of each Party is encouraged prior to litigation.
17.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.
17.4 Venue. Any legal action or proceeding initiated by either party shall be brought exclusively in a court of competent jurisdiction in the county in which the District is located. Each Party consents to such venue and waives objections to forum to the extent permitted by law.
17.5 Public Procurement Authority. The District enters into this Agreement pursuant to authority granted under applicable Texas law and represents that all required approvals and authorizations have been obtained.
17.6 Waiver of Jury Trial. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
17.7 Class Action Waiver. Claims must be brought on an individual basis only and not as a class or representative action, to the extent permitted by applicable law.
17.8 Entire Agreement. This Agreement, together with all Exhibits, Addenda, Order Forms, DPAs, and BAAs incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, negotiations, and understandings relating thereto.
17.9 Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.
17.10 Waiver. No failure or delay by either Party in exercising any right shall constitute a waiver of such right. No waiver shall be effective unless in writing.
17.11 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
17.12 Notices. All legal notices under this Agreement shall be in writing and delivered by: (a) hand delivery; (b) nationally recognized overnight courier; (c) certified mail, return receipt requested; or (d) email with written confirmation of receipt, in each case addressed to the Parties at the addresses set forth on the cover page or such other address as a Party may designate in writing.
17.13 Assignment. The District may not assign this Agreement or any rights hereunder without K12 Plus’s prior written consent, which shall not be unreasonably withheld. K12 Plus may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided K12 Plus provides the District written notice and the assignee assumes all of K12 Plus’s obligations hereunder.
17.14 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.
17.15 Survival. The following sections shall survive expiration or termination of this Agreement: Sections 1, 5, 6, 7, 8, 9.4, 10, 11.2, 12.4, 13, 14, 15, 17.2, 17.3, 17.4, 17.6, 17.7, and any other provisions that by their nature should survive.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement as of the Effective Date.
K12 PLUS, LLC
| [DISTRICT LEGAL NAME]
|
By: Name: Title: Date: | By: Name: Title: Date: |
These Terms are governed by the laws of the State of Texas.
K12 Plus, LLC
Email: legal@k12plus.com
Website: https://www.k12plus.com
