Educational Answer Key

EDUCATIONAL ANSWER KEY AGREEMENT

RECITALS

WHEREAS, Client is an educational entity seeking a comprehensive answer key to accompany assessments, and Provider is engaged in preparing and delivering assessment materials and associated answer keys; and

WHEREAS, Provider will prepare and deliver the Educational Answer Key in the format and by the schedule set forth in this Agreement, and Client will compensate Provider for such work in accordance with the Payment Terms below; and

WHEREAS, the parties desire to set forth the terms governing ownership, confidentiality, delivery, and use of the Educational Answer Key effective as of .

SCOPE OF WORK

Provider shall prepare and deliver an Educational Answer Key describing correct responses, scoring rubrics, and model explanations for the assessment materials specified by Client. The Answer Key shall identify question numbers, correct options, point values, detailed scoring criteria for open-response items, and any ancillary teacher notes required for consistent grading.

DELIVERABLES AND SCHEDULE

Provider will deliver the completed Educational Answer Key in the agreed format. The primary deliverable shall be provided on or before . Interim drafts, if any, shall be provided according to the delivery milestones described below.

PAYMENT TERMS

Client shall pay Provider for the preparation and delivery of the Educational Answer Key in accordance with the amounts and schedule below. All payments are due net as described and shall be made without setoff except as expressly agreed in writing.

INTELLECTUAL PROPERTY AND USE

Unless otherwise agreed in writing, Provider grants Client a nonexclusive, nontransferable license to use the delivered Educational Answer Key solely for Client's internal instructional and grading purposes. Provider retains ownership of any preexisting materials and methodologies, and any derivative materials supplied under this Agreement remain subject to Provider's proprietary rights except as expressly assigned in writing.

CONFIDENTIALITY

Each party shall maintain in confidence all nonpublic information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Provider acknowledges that the Answer Key and related scoring rubrics are Confidential Information of Client if so designated. The receiving party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to any third party except as required by law or with the disclosing party’s prior written consent.

Breach of this confidentiality obligation may cause irreparable harm for which monetary damages may be insufficient; the disclosing party is therefore entitled to seek injunctive relief in addition to any other remedies.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until final delivery and acceptance of the Educational Answer Key, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the specified notice period after written notice. Termination shall not relieve Client of the obligation to pay for work performed and delivered up to the termination date.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the Answer Key will materially conform to the Scope of Work at time of delivery. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliated educational body. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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