Graduation Convocation Letters

GRADUATION CONVOCATION LETTERS AGREEMENT

This Agreement is made and entered into as of Effective Date: , by and between:

and

WHEREAS

WHEREAS, Issuer conducts a graduation convocation (the "Convocation") identified as scheduled for at ;

WHEREAS, Contractor is engaged in preparing, personalizing, printing, and/or delivering official convocation letters, proclamations, and related communications ("Convocation Letters") and represents that it has the capacity, personnel, and systems to perform such services in accordance with Issuer's requirements; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality, term, and other standard contractual provisions governing the preparation and issuance of Convocation Letters.

SCOPE OF WORK

Specific deliverables shall include, at a minimum: personalized Convocation Letters for graduating students, guest pass allocation notices, electronic copies suitable for official records, and postage/mailing services where indicated. Contractor shall comply with Issuer formatting, seal, signature and authentication requirements.

PAYMENT TERMS

All invoices shall be payable within the period specified in the Payment Schedule. If Issuer disputes any portion of an invoice in good faith, Issuer shall promptly notify Contractor and will pay undisputed amounts in accordance with this Agreement. Overdue amounts shall incur the Late Payment Fee specified above.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach that remains uncured after the notice period specified above. Issuer may terminate immediately for failure to comply with authentication or privacy requirements relating to student records. Upon termination, Contractor shall deliver all completed and in-progress Convocation Letters and shall invoice Issuer for work performed through the termination date.

CONFIDENTIALITY

Contractor acknowledges that in the performance of services it will receive or have access to confidential student records, personally identifiable information, and other nonpublic information ("Confidential Information"). Contractor will: (a) use Confidential Information solely for performance under this Agreement, (b) implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the data, (c) not disclose Confidential Information to third parties except as expressly authorized in writing by Issuer or as required by law, and (d) return or securely destroy Confidential Information upon termination of this Agreement. Contractor will notify Issuer promptly upon discovery of any unauthorized access, disclosure, or breach.

INDEMNITY AND INSURANCE

Contractor shall indemnify, defend and hold harmless Issuer and its officers, trustees, employees and agents from and against any claims, liabilities, losses or expenses arising out of Contractor's negligent performance, willful misconduct, or breach of this Agreement, including breaches of confidentiality. Contractor shall maintain commercially reasonable liability and cyber liability insurance and provide proof of such insurance upon Issuer's request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below. The parties submit to the exclusive jurisdiction of the courts of that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, representations and agreements, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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