Cost Recovery Content Licensing Agreement

Transcription

1 Cost Recovery Content Licensing Agreement Agreement entered into August, 01, 2012, between THE SCHOOL BOARD OF PALM BEACH COUNTY, FLORIDA (District),having an office at 3370 Forest Hill Boulevard, West Palm Beach, FL and CORE EDUCATION AND CONSULTING SOLUTIONS, INC. (d/b/a CORE K12) located at Harborside Financial Center, Plaza 10, Suite 208, 3 Second Street, Jersey City, NJ 07311, to provide Cost Recovery Services in relation to the District s existing Agreements (for Online Assessment Tools and/or Materials, including Custom Assessments). 1. License a. Upon entering an Agreement with CORE K12 for collaborative development of custom assessments, The School Board of Palm Beach County will have the opportunity to recover a percentage of costs contingent on the licensing by CORE K12 of the custom assessments to other Florida school districts or district consortia. Assessments may include the following: (1) Benchmark Assessments (2) Mini Assessments (3) Cluster Assessments (4) Common Assessments (5) Diagnostic Assessments (6) End of Course Assessments (7) Other assessment materials, as mutually agreed upon b. The District that has a custom assessment contract with CORE K12 may grant to CORE K12 a nonexclusive, nontransferable license to use and to sublicense to other Florida districts or district consortia the use of Districtdeveloped assessments, including the following: (1) Benchmark Assessments (2) Mini Assessments (3) Cluster Assessments (4) Common Assessments (5) Diagnostic Assessments (6) End of Course Assessments (7) Other assessment materials, as mutually agreed upon c. When granting License of District developed assessments to CORE K12, the District must provide documentation of appropriate development and validation of the assessments and shall include documentation of reviews against Florida standards, field testing, FCAT/FCAT 2.0 item specifications, Florida course descriptors, and copyright agreements, CORE Cost Recovery License Agreement 1

2 assessment item sources/resources, and related information, as appropriate. The District will retain ownership of the assessments that it provides to CORE K12. The District will deliver the assessments in WORD or PDF, unless otherwise agreed with CORE K12. With the License, the District grants permission to CORE to make minor editorial changes to items within the assessments as necessary for copyediting (that is, spelling, grammar usage, punctuation) based upon the Chicago Manual of Style. d. Whether the result of collaborative development of custom assessment through a blueprinting process with CORE K12 and the District, or District developed assessments licensed to CORE K12, assessments shall be aligned to former Florida Sunshine State Standards (SSS) and/or Florida Next Generation SSS (FL NGSSS) and/or Common Core Standards, and/or Florida Course Descriptors and adhere to FCAT/FCAT2.0 item specifications (or other Florida specifications for End of Course Tests). 2. Term The initial term of this Agreement and the License hereunder shall be for one (1) year, beginning on the date of this Agreement, and shall continue through June 30, The Agreement shall be renewed automatically for additional one (1) year terms, unless either of the parties shall give notice to the other party of non renewal a minimum of thirty (30) calendar days before the end of the current term or unless sooner terminated in accordance with Section Royalties a. CORE K12 shall pay the District 15% of Gross Revenues generated from CORE K12 s licensing of the custom assessments collaboratively developed to other Florida school districts or district consortia. Gross Revenues are defined as gross receipts actually received from such licensing. b. CORE K12 shall pay the District 35% of Gross Revenues generated from CORE K12 s licensing of the District s locally developed assessments to other Florida school districts or district consortia. c. CORE K12 shall pay the District the applicable percentage of Gross Revenues within 45 days of the conclusion of each quarter in which CORE 12 has received Gross Revenues. CORE Cost Recovery License Agreement 2

3 d. CORE K12 shall maintain such books and records as are necessary to substantiate amounts paid to the District as described in this Section and shall provide to the District quarterly reports, tracking sales for any amounts due. 4. Confidentiality To the extent permitted by Florida law, CORE K12 and the District each agrees to the following: a. It shall not divulge, and will prevent each of its employees, teachers and agents from divulging, directly or indirectly, any and all proprietary knowledge and information that such party has previously acquired, or may acquire, as a result of, or in connection with, its relationship with the other party under this Agreement, including without limitation its finances, operations, strategic planning, research and development activities, current or proposed products or services, marketing plans, nonpublic information about employees (for example, contact information, job duties and descriptions, compensation and performance), customer and contact lists (collectively, Confidential Information ) and b. It shall not use or authorize anyone to use, and will prevent each of its employees, teachers and agents from using or authorizing anyone to use any Confidential Information of the other party unless required by Florida law or court order. c. Each of the parties agrees that any breach or threatened breach by it of this Section and any other provision related to protection of the Confidential Information will, because of the unique and proprietary nature of this information, cause irreparable harm to the other party and shall entitle the other party, in addition to any other legal remedies available to it, to apply to any court of competent jurisdiction to enjoin such breach or threatened breach. 5. Representation and Warranties The District represents and warrants to CORE K12 that a. The District owns the rights and interests in, or to, District developed assessments as described in Section 1 and the rights to grant the License to CORE K12. CORE Cost Recovery License Agreement 3

4 b. The District developed assessments do not, and will not, infringe any statutory or common law copyright, privacy, trade secret or other intellectual property right of any third party. c. The District has not previously assigned, pledged, licensed or otherwise encumbered any rights or interest in, or to, any component of the assessments in any way that would interfere with or prevent the grant of the License or the use of the assessments by CORE K12 or any sublicense district or district consortia. 6. Indemnification a. To the extent permitted by Florida law, the District shall indemnify and defend CORE K12 against any costs, expenses (including reasonable attorneys fees whether arising out of a third party claim or enforcing this indemnification) claims, judgments, settlements and damages (including all damages awarded to third parties payable by CORE K12, but in all cases only CORE K12 s direct damages) arising out of, or related to, the inaccuracy or breach of any of the representations of the District in this Agreement. b. Provided that CORE K12 gives prompt notice to the District of any such claim, but CORE K12 shall control the defense and settlement, if any, of such action with counsel of its choosing at the District s expense, and provided further that any delay by CORE K12 in notifying the District shall not relieve the District from any liability or obligation unless (and then solely to the extent) CORE K12 is damaged. c. The District shall cooperate in the defense of any claim for which the District is indemnifying, at the expense of the District, except that CORE K12 shall bear the expense of the time of its own employees. 7. Limitation of Liability a. Neither party shall be liable to the other or to any other person for any indirect, consequential, punitive, or special damages, of any character, including, but not limited to, damages for loss of good will, work stoppage, whether in an action in contract, tort, or otherwise, arising out of or in connection with this Agreement, even if the party at fault or in breach has been advised of possibility of such damages. b. In no event with CORE K12 s aggregate liability for all claims, damages or losses under this Agreement exceed the aggregate amount received by the District from CORE K12 under this Agreement during the twelve (12) CORE Cost Recovery License Agreement 4

5 month period preceding the occurrence of the initial event that gives rise to a claim. 8. Termination The License and this Agreement may be terminated thirty (30) calendar days after the delivery by aparty of a notice containing a description of a material breach of this Agreement by the other pafty, provided such breach is not cured within such thirty (30) days of notification of such breach. 9. Designation and Notices Whenever any notice is required, it shall be given in writing and sent by nationally recognized overnight express courier service or overnight express mail. b. Notices sent to the District shall be sent to the following address: The School District of Palm Beach County, Florida Street Address: 3370 Forest Hill Boulevard City: West Palm Beach FL Attn: Mr. Mark Howard c. Notices sent to CORE K12 shall be sent to the following address: CORE Education and Consulting Solutions, Inc. Three Ravinia Drive Suite 1900 Atlanta, GA Athr: James Ashby, President d. Notices shall be deemed given and effective upon receipt. Either Parry may change the address for notice by notifying the other parry of such change in accordance this Section. CORE Education and Consulting Solutions, Inc. The School Board of Palm Beach County, Florida By: Title: 12r cl,/r^/ CORE Cost Recovery License Agreement Name: Title: