Education MSA Template

EDUCATION MASTER SERVICES AGREEMENT (MSA)

Parties and Effective Date

This Master Services Agreement is entered into by and between Institution Name: with Principal Address: and Service Provider: with Principal Address: (each a "Party" and collectively the "Parties").

Effective Date:

Recitals

WHEREAS, Institution operates educational programs and wishes to engage Provider to perform services as set forth in one or more Statements of Work pursuant to this Agreement; and

WHEREAS, Provider represents that it has the experience and resources necessary to provide the Services described herein and in any attached Statement of Work.

Definitions

For purposes of this Agreement, "Services" means the tasks and deliverables described in an executed Statement of Work; "Confidential Information" means nonpublic information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential; "Student Data" means information directly related to an identified or identifiable student as described in applicable student privacy requirements.

Scope of Services and Statements of Work

Term and Termination

Term: This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Either Party may terminate for convenience upon thirty (30) days' prior written notice to the other Party. Either Party may terminate for material breach upon written notice if the breach is not cured within thirty (30) days following notice.

Fees, Invoicing and Payment

Institution will pay Provider the fees set forth in each Statement of Work. Fees are due within thirty (30) days of receipt of an undisputed invoice. Provider shall submit invoices referencing the applicable Statement of Work and purchase order number when provided.

Taxes and Expenses

Fees are exclusive of taxes. Institution will pay applicable taxes unless Institution provides Provider with a valid exemption certificate. Each Party is responsible for its own expenses except as otherwise set forth in a Statement of Work.

Student Data and Privacy

If Services involve Student Data, Provider shall (a) process Student Data only on behalf of Institution and only as necessary to perform Services; (b) implement reasonable administrative, technical and physical safeguards to protect Student Data; and (c) not use Student Data for any purpose other than performance of the Services. Provider shall notify Institution of any unauthorized access to Student Data without undue delay.

Confidentiality

Each Party will maintain the confidentiality of the other's Confidential Information and will not disclose or use such information except to perform obligations under this Agreement. Confidentiality obligations survive termination for a period of five (5) years except for Student Data, for which confidentiality is perpetual as required by applicable student privacy obligations.

Intellectual Property

Background IP remains the sole property of the Party who owned it prior to the Effective Date. Work Product created specifically for Institution under a Statement of Work shall be owned by Institution as a work-for-hire; if not determinable as work-for-hire, Provider assigns to Institution all rights, title and interest in such Work Product upon payment in full. Provider grants Institution a perpetual, non-exclusive, royalty-free license to use Provider pre-existing materials to the extent incorporated into Work Product.

Representations, Warranties and Compliance

Each Party represents that it has the full right and authority to enter into and perform under this Agreement. Provider represents and warrants that Services will be performed in a professional manner in accordance with applicable industry standards and all applicable laws and regulations, including applicable student privacy and nondiscrimination requirements.

Indemnification and Insurance

Provider shall indemnify, defend and hold harmless Institution, its trustees, officers and employees from and against claims arising from Provider's negligent acts, omissions, or willful misconduct. Provider shall maintain commercial general liability and professional liability insurance in amounts reasonable for the Services and provide certificate of insurance upon request.

Audit and Records

Provider shall maintain complete and accurate records related to the performance of Services and charges for a period of three (3) years following termination. Institution or its authorized representative may audit Provider's records during normal business hours upon reasonable notice to verify compliance with this Agreement.

Limitation of Liability and Remedies

Except for breaches of confidentiality, willful misconduct or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The Parties' aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid to Provider under the applicable Statement of Work in the twelve (12) months preceding the claim.

Force Majeure

Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, provided the delayed Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

Dispute Resolution and Governing Law

The Parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as specified in the applicable Statement of Work. Governing Law:

Academic and Institutional Requirements

Provider agrees to comply with Institution policies applicable to on-campus or virtual activities, background check requirements for personnel interacting with students, and any reasonable academic integrity and nondiscrimination standards provided to Provider in writing.

Optional: Student/Participant Information (if Services involve direct student enrollment)

Complete the following only if the Services require listing or enrolling individual students or participants.

Notices

All notices must be in writing and delivered to the addresses set forth in this Agreement or to such other address as either Party designates in writing. Notices are effective upon receipt.

Miscellaneous

This Agreement, together with all Statements of Work and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes prior agreements. Any amendment must be in writing and signed by authorized representatives of both Parties.

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