School Data Sharing Agreement

This School Data Sharing Agreement (the "Agreement") is entered into on [Date] (the "Effective Date"), by and between [Your Company Name], with its principal office located at [Your Company Address] ("School"), and [Party Name], with its principal office located at [Party Address] ("Party").

WHEREAS, School and Party desire to enter into an agreement governing the sharing of data between them; and

WHEREAS, the parties acknowledge that the data to be shared may include sensitive and confidential information that must be protected in accordance with applicable laws and regulations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Scope of Agreement

A. School agrees to share student academic performance data, including grades and standardized test scores, with Party for the purpose of conducting research on student learning outcomes.

B. Party agrees to use the shared data solely for the purpose specified in this Agreement and to not disclose the data to any third parties without the prior written consent of School.

C. The data sharing shall commence on the Effective Date and shall continue for a period of two (2) years unless terminated earlier in accordance with the terms of this Agreement.

II. Obligations of the Parties

A. School agrees to:

1. Provide the shared data to Party in a secure manner and ensure that the data is accurate and up to date.

2. Notify Party promptly of any changes or updates to the shared data.

3. Comply with all applicable laws and regulations regarding data protection and privacy.
   

B. Party agrees to:

1. Use the shared data only for the purpose specified in this Agreement and not for any other purpose.

2. Implement appropriate measures to protect the security and confidentiality of the shared data.

3. Not disclose the shared data to any third parties without the prior written consent of School.
   

C. Both parties agree to:

1. Cooperate with each other in resolving any disputes or issues that may arise in connection with the data sharing.

2. Comply with all other terms and conditions of this Agreement.

III. Data Security

A. Party shall implement and maintain appropriate technical and organizational measures to ensure the security and confidentiality of the shared data, including encryption, access controls, and data breach notification procedures.

B. Party shall restrict access to the shared data to only those employees or agents who need access to perform their duties and shall ensure that such individuals are bound by confidentiality obligations.

C. Party shall promptly notify School in the event of any unauthorized access to or disclosure of the shared data and shall cooperate with School in investigating and mitigating any such breach.

IV. Data Retention and Disposal

A. Party shall retain the shared data only for as long as necessary to fulfill the purpose for which it was shared and in accordance with applicable laws and regulations.

B. Upon the expiration or termination of this Agreement, Party shall promptly return all shared data to School or certify in writing that all shared data has been destroyed in a secure manner.

C. Party shall provide School with a written confirmation of the destruction of the shared data upon request.

V. Liability

A. School shall not be liable for any damages, losses, or liabilities arising out of or in connection with the use of the shared data by Party, except to the extent caused by School's gross negligence or willful misconduct.

B. Party shall indemnify and hold School harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Party's use or disclosure of the shared data in violation of this Agreement.

C. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

VI. Termination

A. Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

B. Either party may terminate this Agreement without cause upon thirty (30) days' prior written notice to the other party.

C. Upon termination of this Agreement, Party shall promptly return all shared data to School or certify in writing that all shared data has been destroyed in a secure manner.

VII. Governing Law

A. This Agreement shall be governed by and construed in accordance with the laws of the [State] without regard to its conflict of law principles.

B. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of [State].

C. The prevailing party in any legal action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

VIII. Dispute Resolution

A. In the event of any dispute or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations.

B. If the dispute cannot be resolved through negotiations, the parties agree to mediate the dispute with a mutually agreed-upon mediator.

C. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of [Arbitration Service]. The decision of the arbitrator shall be final and binding on the parties.

IX. Miscellaneous Provisions

A. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

B. Amendments: Any amendment to this Agreement must be in writing and signed by both parties.

C. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Signatures

In witness whereof, the parties hereto have executed this Agreement as of the Effective Date.

School

[Name]

[Date]

Party

[Name]

[Date]

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