ECD Service Contract

ECD Service Contract

This ECD Service Contract ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , Provider Address: (hereinafter "Provider"), and Client Name: , Client Address: (hereinafter "Client"). Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider is duly qualified and experienced in the provision of early childhood development services, including curriculum delivery, staff supervision, developmental assessment, and parent education; and

WHEREAS, Client desires to retain Provider to supply specified ECD services for the children enrolled by Client on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it maintains applicable licenses, background-screened personnel, appropriate insurance, and policies consistent with applicable law and industry standards for the care and education of children;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. TERM

1.1 Commencement and Duration. This Agreement commences on the Effective Date and continues for a period of (Initial Term), unless earlier terminated in accordance with Section 11. Thereafter the Agreement shall automatically renew for successive periods of unless either Party delivers written notice of nonrenewal at least days prior to the end of the then-current term.

2. SCOPE OF SERVICES

2.1 Services. Provider shall deliver the services described in the attached Service Description and Schedule (Schedule A). Provider shall perform services in a professional and timely manner, consistent with the standards of care and practice customary in early childhood development programs serving similar populations.

2.2 Modifications. Any material change to the scope of services shall be by written amendment executed by authorized representatives of both Parties and subject to adjustments in fees where applicable.

3. STANDARDS, LICENSING AND COMPLIANCE

3.1 Legal Compliance. Provider shall comply with all applicable laws, regulations, licensing requirements, and health and safety standards. Provider shall maintain all licenses required for the lawful delivery of services and provide proof of such licenses to Client upon request.

3.2 Background Checks. Provider shall ensure that all staff and subcontractors who have direct contact with children have undergone criminal background checks, child abuse registry checks, and any other screening required by law. Provider shall not assign any person to provide services who has not satisfactorily cleared all required screenings.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below and in Schedule A. Base Fee: $ per . Additional fees for materials, transportation, or special programs shall be invoiced separately.

4.2 Invoicing. Provider shall issue invoices to Client on a basis. Payment is due within days of invoice date. Late payments shall accrue interest at or the maximum permitted by law, whichever is less.

5. INSURANCE AND INDEMNIFICATION

5.1 Insurance. Provider shall maintain commercial general liability insurance, professional liability (errors and omissions) insurance, and workers' compensation insurance in amounts customary for the industry and sufficient to satisfy its obligations hereunder. Upon Client's request, Provider shall provide certificates evidencing such coverage.

5.2 Indemnification. Provider shall defend, indemnify and hold harmless Client and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 Confidential Information. Each Party shall maintain in confidence all nonpublic information disclosed by the other Party in connection with this Agreement that is identified as confidential or that by its nature would reasonably be understood to be confidential ("Confidential Information"). Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement or that is independently developed.

6.2 Data Protection. Provider shall implement and maintain appropriate administrative, technical and physical safeguards to protect personal data and records concerning children and families. Provider shall report to Client any breach or unauthorized access to such personal data promptly and cooperate in remedial actions.

7. RECORDS, PARENTAL CONSENT AND ACCESS

7.1 Records. Provider shall maintain accurate records of services rendered, attendance, incident reports, and developmental assessments. Such records shall be retained for the period required by applicable law and made available to Client or authorized representatives upon reasonable request.

7.2 Parental Consent. Provider shall obtain and maintain written parental or guardian consent for applicable services, assessments, photographs, or field trips, as required by law and Provider's policies.

8. INTELLECTUAL PROPERTY

8.1 Materials Provided. Unless otherwise agreed in writing, Provider retains all intellectual property rights in curricula, training materials, assessment tools, and pedagogical content developed by Provider. Client is granted a nonexclusive, nontransferable license to use such materials solely for Client's internal purposes during the term of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. Except for Provider's indemnification obligations, willful misconduct, or gross negligence, in no event shall either Party be liable for indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility of such damages.

10. TERMINATION

10.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days of receipt of written notice specifying the breach.

10.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Upon termination, Client shall pay Provider for all services performed and obligations incurred through the effective date of termination.

11. REMEDIES; EQUITABLE RELIEF

11.1 Remedies. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. A Party's failure to enforce any provision shall not constitute a waiver of that Party's rights.

11.2 Equitable Relief. The Parties acknowledge that a breach of confidentiality or misuse of protected personal data may cause irreparable harm for which monetary damages are inadequate; accordingly, each Party shall be entitled to seek injunctive and other equitable relief in addition to monetary damages.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice. Notice is effective upon delivery by hand, or three (3) business days after deposit with a nationally recognized overnight courier.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures transmitted by facsimile, electronic image, or other electronic means shall be deemed binding for all purposes.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State selected by the Parties: , without regard to conflict of laws principles.

14.2 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent as closely as possible.

SIGNATURES

The Parties, through their authorized representatives, have executed this Agreement as of the dates shown below.

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