HomeMy WebLinkAboutPresence Learning Service AgreementPresenceLea rh
This Master Services Agreement ( "Agreement ") along with its accompanying exhibits (the "Exhibit(s) "), issued
on August 2, 2016 ( "Issue Date "), is entered into as of August 1, 2016 (the "Effective Date ") by and between
PresenceLearning, Inc., a Delaware corporation ( "PresenceLearning ") and Bonneville Joint School District 93 with its
principal place of operation in Idaho Falls, ID (together with its agents, employees, and affiliates, "Partner ").
PresenceLearning and Partner are referred to herein individually as a "Party" or collectively as the "Parties."
1. Services. PresenceLearning will make available to Partner qualified clinicians and teachers, including but not
limited to special education teachers, speech - language pathologists, psychologists, social workers, counselors, and
occupational therapists (each, a "Clinician ") to provide supplemental educational services (the "Services ") to Partner
students ( "Students ") with identified or suspected special needs. Services may include but not be limited to:
Instruction and instructional services; consultation and collaboration with teachers, parents and Partner;
initial and triennial assessments; administrative and billing work; pre- and post- assessments and
intervention services; maintenance of regular documentation of services provided, recommended service
plan, services provided, and responsiveness to services as well as participation in Partner meetings,
including, but not limited to, individualized education planning meetings, as mutually agreed by Partner and
PresenceLearning; and
Smart Start. PresenceLearning may provide two days of onsite implementation support services from a staff
member including some or all of the following services: Student selection, school site selection, technical
set -up, paraprofessional training, Student scheduling, administrator orientation, school principal orientation,
IT department training, school clinician training, parent orientation(s), and SPEDinsight training for an
additional fee dependent on implementation requirements.
Services will be provided exclusively via computer or telepractice, unless otherwise agreed.
2. Terms and Conditions. Partner agrees that the Services shall be provided in accordance with the Terms and Conditions
(Exhibit A), the Environment, Equipment, & Supervision Specifications (Exhibit B), and an executed Service Order Form
(Exhibit C), specifying the Services to be provided and the payment of fees for such Services. Each of the Exhibits A, B,
and C are herein incorporated by reference and collectively comprise terms and conditions of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement along with its Exhibits to be executed as of the
Effective Date.
By:
Name:
Title: Co -CEO
Date:
Partner
By:
Name; -v-
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Title:
Date:
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This Master Services Agreement ( "Agreement ") along with its accompanying exhibits (the "Exhibit(s) "), issued
on August 2, 2016 ( "Issue Date "), is entered Into as of August 1, 2016 (the "Effective Date ") by and between
Presencetearning, Inc., a Delaware corporation ( "PresenceLearni g ") and Bonneville Joint School District 93 with its
principal place of operation in Idaho Falls, ID (together with its agents, employees, and affiliates, "Partner"),
Presence Learning and Partner are referred to herein individually as a "Party" or collectively as the "Parties."
1. Services. Presencetearning will make available to Partner qualified clinicians and teachers, including but not
limited to special education teachers, speech - language pathologists, psychologists, social workers, counselors, and
occupational therapists (each, a "Clinician ") to provide supplemental educational services (the "Services ") to Partner
students ( "Students ") with identified or suspected special needs. Services may include but not be limited to:
a. Instruction and instructional services; consultation and collaboration with teachers, parents and Partner;
initial and triennial assessments; administrative and billing work; pre- and post - assessments and
Intervention services; maintenance of regular documentation of services provided, recommended service
plan, services provided, and responsiveness to services as well as participation in Partner meetings,
Including, but not limited to, individualized education planning meetings, as mutually agreed by Partner and
Presencetearning; and
b. Smart Start. Presencetearning may provide two days of onsite implementation support services from a staff
member including some or all of the following services: Student selection, school site selection, technical
set -up, paraprofessional training, Student schsdu -- ad i inistrator orientation, school principal orientation,
IT department, training; schooLctticiatrtrirrip , pergat olientation(s); and SPEOinsight training for an
additional fee dependent on implementation requirements.
Services will be provided exclusively via computer or telepractice, unless otherwise agreed.
2. Terms and Conditions. Partner agrees that the Services shall be provided in accordance with the Terms and Conditions
(Exhibit A), the Environment, Equipment, & Supervision Specifications (Exhibit B), and an executed Service Order Form
(Exhibit C), specifying the Services to be provided and the payment of fees for such Services. Each of the Exhibits A, B,
and C are herein incorporated by reference and collectively comprise terms and conditions of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement along with its Exhibits to be executed as of the
Effective Date.
EDocuSigned by:
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Name: Clay Whitehead
Title: Co -CEO
Date: 2016 -08 -10
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Exhibit A - Terms and Conditions
not exceed the actual fees paid by Partner to PresenceLearning
during the school year for three (3) months immediately preceding
1. Fees and Payment Terms. In consideration for the Services, Partner
the date on which a claim is made; provided that such amount shall
agrees to pay PresenceLearning in accordance with the applicable
under no circumstances exceed $10,000. Partner acknowledges that
Service Order, a form of which is set out in Exhibit C hereto. All fees
the Agreement reflects an adequate and acceptable allocation of risk
due hereunder are non - refundable and are not contingent on any
and that in the absence of the foregoing limitations Contactor would
additional services to be provided. Unless otherwise stated in the
not enter into the Agreement. Other than with respect to (i)
Service Order, Partner shall pay all amounts due within thirty (30)
infringement or misappropriation of PresenceLearning's intellectual
days of PresenceLearning's invoice date. Partner will promptly notify
property rights pursuant to section 3 hereof, (ii) the parties'
PresenceLearning of any disputed amounts and the reason for such
indemnification obligations pursuant to section 4 hereof, (iii)
dispute, but in no event later than 20 days from receipt of invoice.
Partner's obligation to pay fees when they become due In accordance
Unless PresenceLearning receives notice of any such dispute, within
with section 2 hereof, and (iv) breach of confidentiality by Partner
20 days of receipt of such invoice, such invoice shall be considered
pursuant to section 10, Partner's cumulative liability relating to this
undisputed and shall be due and payable no later than 30 days of the
Agreement will not exceed the actual fees paid by Partner to
date of such invoice. Outstanding balances shall accrue interest at a
PresenceLearning during the school year for three (3) months
rate equal to the lesser of one and one half percent (1,5%) per month
immediately preceding the date on which a claim is made; provided
or the maximum rate permitted by applicable law, from due date
that such amount shall under no circumstances exceed $10,000.
until paid, plus PresenceLearning's reasonable costs of collection.
6. Non - Solicitation. Partner shall not, during the term of the Agreement
2. Intentionally omitted.
and for one (1) year thereafter, directly or indirectly solicit, induce, or
attempt to induce any PresenceLearning employee or contractor
3. PresenceLearning Materials. PresenceLearning retains all right, title,
without PresenceLearning's prior written consent.
and interest to any materials and intellectual property that it
develops or provides as part of Services. Partner agrees to maintain
7. Term and Termination. This Agreement shall be in effect as of the
(and not supplement, remove, or modify) all copyright, trademark, or
Effective Date and shall continue until June 30, 2017 (the "Initial
other proprietary notices on such materials. Provided Partner is not
Term ").. Upon the expiration or termination of this Agreement for
in breach of any term of this Agreement, PresenceLearning grants
any reason, all amounts owed to PresenceLearning under this
Partner a non - exclusive, limited license, which license shall terminate
Agreement, which accrued before such termination, or expiration will
upon expiration or termination of this Agreement, to reproduce and
be immediately due and payable. In addition to the post- termination
distribute the Materials solely to assist in the provision of Services in
obligations in this Section 7, Sections 3, 4, 5, 6, 10 through 16 will
accordance with the terms herein.
survive any expiration or termination of this Agreement. For the
avoidance of doubt, early termination of this Agreement by Partner,
4. Indemnification. Partner shall indemnify and hold PresenceLearning
other than for material breach by PresenceLearning, prior to the
harmless against any and all claims, demands, damages, liabilities and
expiration of its then - current term shall be considered a breach of
costs (including attorney's fees) Incurred by PresenceLearning which
this Agreement and Partner shall pay for an additional 90 days of
directly or indirectly result from, or arise in connection with, any
Services following the date of termination, with fees pro -rated as
negligent act or omission or willful misconduct of Partner, its agents,
applicable (the "Liquidated Damages Amount ") by way of liquidated
or employees, pertaining to its activities and obligations under this
damages. Partner acknowledges that the actual damages likely to
Agreement. PresenceLearning shall indemnify and hold Partner,
result from breach of this Section 7 are difficult to estimate on the
harmless against any and all claims, demands, damages, liabilities and
Effective Date hereof and would be difficult for PresenceLearning to
costs (including attorney's fees) incurred by Partner which directly or
prove. The parties intend that Partner's payment of the Liquidated
indirectly result from, or arise in connection with, any negligent act or
Damages Amount would serve to compensate PresenceLearning for
omission or willful misconduct of PresenceLearning, its agents, or
Partner's breach of its obligations under this Section 7, and they do
employees, pertaining to its activities and obligations under this
not intend for it to serve as punishment or penalty for any such
Agreement. The foregoing obligations are conditioned upon: (a)
breach by Partner.
prompt written notice by the indemnified party to the indemnifying
party of any claim, action or demand for which indemnity is claimed;
8. Disclaimer of Warranties. Subject to the warranties and
(b) complete control of the defense and settlement thereof by the
representations set out in section 13 hereof„ the Services are
indemnifying party, provided that no settlement of an indemnified
provided "as is" without any warranty and, except as provided
claim shall be made without the consent of the indemnified party,
herein, PresenceLearning expressly disclaims any and all warranties,
such consent not to be unreasonably withheld or delayed; and (c)
express, implied, or statutory, including warranties of title,
reasonable cooperation by the indemnified party in the defense as
noninfringement, merchantability, and fitness for a particular
the indemnifying party may request. The indemnified party shall have
purpose.
the right to participate in the defense against the indemnified claims
with counsel of its choice at its own expense.
9. Limited Guarantee of Therapist Availability. If this Agreement is not
signed by Partner within thirty (30) calendar days of the Issue Date,
S. Limitation of Liability. In no event will PresenceLearning be liable for
PresenceLearning does not guarantee sufficient clinician availability
any incidental damages, consequential damages, or any lost profits
to provide required Services.
arising from or relating to this Agreement or to the Services, whether
in contract or tort or otherwise, even if PresenceLearning knew or
10. Confidentiality. Partner understands that it may receive confidential
should have known of the possibility of such damages.
and proprietary information relating to PresenceLearning's business.
PresenceLearning's cumulative liability relating to this Agreement will
Partner agrees that the PresenceLearning proprietary information is
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confidential and is the sole, exclusive and extremely valuable
property of PresenceLearning. It is understood and agreed that
money damages would not be a sufficient remedy for any Partner's
breach of confidentiality and that PresenceLearning shall be entitled
to specific performance, including, without limitation, injunctive
relief, as a remedy for any such breach by the Partner in any court of
competent jurisdiction. Such remedy shall not be deemed to be the
exclusive remedy for breach of confidentiality but shall be in addition
to all other remedies available at law or equity.
PresenceLearning acknowledges its obligation to comply with all
federal and state laws regarding privacy, including, but not limited to,
the Family Educational Rights and Privacy Act (FERPA) and the Idaho
Student Data Accessibility, Transparency, and Accountability Act of
2014 (Idaho Data Accountability Act). PresenceLearning agrees that
all information regarding services provided pursuant to this
Agreement, including, but not limited to, a student's identity, shall be
confidential. PresenceLearning is prohibited from disclosing any
information obtained as a result of rendering Services pursuant to
this Agreement to any individual not authorized and directed by the
School District, or without the consent of the parent /guardian or the
student, if 18 years of age or older.
STUDENT DATA PRIVACY AND SECURITY: PresenceLearning
acknowledges its obligation to comply with the Idaho Data
Accountability Act, Idaho Code Section 33 -133. PresenceLearning
covenants and represents as follows: (i) PresenceLearning agrees that
all information regarding Services provided pursuant to this
Agreement, including, but not limited to, the student's identity and
the nature of services rendered, shall be confidential and comply
with all federal and state laws; (ii) PresenceLearning represents and
warrants that it has in place Administrative Security, Physical
Security, and Logical Security controls to protect from a Data Breach
or unauthorized data disclosure; (iii) PresenceLearning agrees to
restrict access to Personally Identifiable Information (PII) to only
authorized staff who require such access to perform their assigned
duties; (iv) PresenceLearning shall not use Student Data and PII for
secondary uses including, but not limited to, sales, marketing, or
advertising in any manner other than in an anonymized and
aggregate format; (v) PresenceLearning agrees to indemnify and hold
harmless the School District from any liability arising out of
noncompliance with state and federal law regarding Student Data
Privacy and Security; and (vi) PresenceLearning represents and
warrants that it has an appropriate records retention schedule and /or
policy for the destruction of data.
PENALTIES FOR PRESENCELEARNING'S FAILURE TO COMPLY WITH
STUDENT DATA PRIVACY AND SECURITY
Penalties in case of non - compliance by PresenceLearning with state
and federal law or its covenants and representations regarding
Student Data Privacy and Security, as set forth in this Agreement, will
be assessed at the reasonable discretion of School District's Board of
Trustees and may include, but are not limited to: (i) Immediate
termination of any contracts with the School District without cause
and for convenience, without recourse by PresenceLearning; (ii) a
two -year ban on PresenceLearning's ability to contract and provide
services to the School District; and (iii) any other sanction the School
District's Board of Trustees deems proper and appropriate under the
circumstances.
DEFINITIONS
"Administrative Security" consists of policies, procedures, and
personnel controls including security policies, training, and audits,
technical training, supervision, separation of duties, rotation of
duties, recruiting and termination procedures, user access control,
background checks, performance evaluations, and disaster recovery,
contingency, and emergency plans. These measures ensure that
authorized users know and understand how to properly use the
system in order to maintain security of data."
"Data Breach" is the unauthorized acquisition of PII.
"Logical Security" consists of software safeguards for an
organization's systems, including user identification and password
access, authenticating, access rights and authority levels. These
measures ensure that only authorized users are able to perform
actions or access information in a network or a workstation.
"Personally Identifiable Information (PII)" includes: a student's name;
the name of a student's family; the student's address; the students'
social security number; a student education unique identification
number or biometric record; or other indirect identifiers such as a
student's date of birth, place of birth or mother's maiden name; and
other information that alone or in combination is linked or linkable to
a specific student that would allow a reasonable person in the school
community who does not have personal knowledge of the relevant
circumstances, to identify the student.
"Physical Security" describes security measures designed to deny
unauthorized access to facilities or equipment.
"Student Data" means data collected at the student level and
included in a student's educational records.
"Unauthorized Data Disclosure" is the intentional or unintentional
release of PII to an unauthorized person or untrusted environment.
11. Miscellaneous. This Agreement will be governed by the laws of the
State of Idaho (without giving effect to any conflict of laws principles
that provide for the application of the law of another jurisdiction).
The waiver of a breach of any term hereof will in no way be
construed as a waiver of any other term or breach hereof. If any
provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, the remaining provisions of this
Agreement will remain in full force and effect. The headings in this
Agreement do not affect its interpretation. This Agreement may only
be amended by the mutual consent of the Parties in writing. This
Agreement constitutes the entire agreement between the Parties
regarding the Services, and supersedes all prior or contemporaneous
agreements and understandings between the Parties relating to the
Services.
12. Partner Representations. Partner hereby represents and warrants to
PresenceLearning as follows: (1) Partner has the right, power, and
authority to enter into and perform its obligations under this
Agreement, (ii) Partner has obtained all necessary consents in
accordance with its operations to execute and deliver this Agreement
and perform its obligations under this Agreement, (iii) the
undersigned has the right, power and authority to enter into this
Agreement on behalf of Partner, (iv) this Agreement constitutes the
legal, valid and binding obligation of Partner, enforceable against
Partner in accordance with its terms, subject only to the effect, if any,
of (A) applicable bankruptcy and other similar laws affecting the
rights of creditors generally and (B) rules of law governing specific
performance, injunctive relief and other equitable remedies, and (v)
the execution, delivery, performance of and compliance with this
Agreement will not, with or without the passage of time, result in any
violation or be in conflict with or constitute a default under any
contract to which Partner is a party or any terms or provisions
thereof.
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13. PresenceLearning Representations. PresenceLearning hereby
represents and warrants to Partner as follows: (i) PresenceLearning
has the right, power, and authority to enter into and perform its
obligations under this Agreement, (ii) PresenceLearning has obtained
all necessary consents in accordance with its operations to execute
and deliver this Agreement and perform its obligations under this
Agreement, (iii) the undersigned has the right, power and authority
to enter into this Agreement on behalf of PresenceLearning, (Iv) this
Agreement constitutes the legal, valid and binding obligation of
PresenceLearning, enforceable against Partner in accordance with its
terms, subject only to the effect, if any, of (A) applicable bankruptcy
and other similar laws affecting the rights of creditors generally and
(B) rules of law governing specific performance, injunctive relief and
other equitable remedies, and (v) the execution, delivery,
performance of and compliance with this Agreement will not, with or
without the passage of time, result in any violation or be in conflict
with or constitute a default under any contract to which
PresenceLearning is a party or any terms or provisions thereof.
14. Research. The Parties agree that mutual consent is required for the
initial publication or distribution of any research and /or marketing
materials, including without limitation, customer or vendor lists,
press releases, and research and case studies mentioning both
Parties, but that once this consent is given for initial publication the
Parties may republish such works in their original or reasonably
modified form at will.
15. Independent Contractor. The Parties are independent contractors,
and no agency, partnership, franchise, joint venture, or employment
relationship is intended or created by this Agreement. Neither Party
is authorized to make any representation, contract, or commitment
on behalf of the other Party.
16. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association ( "AAA ") in
accordance with its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. The arbitration proceedings shall be
confidential and conducted in the English language before a single
neutral arbitrator to be selected by AAA. The place of arbitration shall
be Idaho Falls, Idaho, other than claims related to collection of fees
due by Partner for Services rendered, which may be brought in any
court of relevant jurisdiction.
17. Assignment. PresenceLearning's rights and obligations under this
Agreement will bind and inure to the benefit of its successors and
permitted assigns.
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Exhibit B - Environment, Equipment, & Supervision Specifications
Partners hall provide Presence Learning with the conditions described below to enable the provision of the applicable Services. Presence Learning will not begin
Services until all of the below criteria are met in order to ensure Student success:
1. Computer Setup.
a. Each station must have a computer that meets the following specifications:
I. If a PC or Mac:
1. Dual core processor
2. 2 GB RAM
3. 11.6 inch display or larger
4. Ability to support headset with microphone
ii. If a Chromebook:
1. Access to an Ethernet connection
2. Dual core processor
3. 2 GB RAM
4. Ethernet adapter
S. Cable
b. A broadband internet connection with a minimum of 500 kbps upload and download speeds. 1 mbps or higher preferred. If Internet speeds are not
sufficient to support PresenceLearning's platform at any site, Partner may elect to purchase a suitable wireless 4G card for the price listed in Exhibit C.
C. Browser: Google Chrome or Mozilla Firefox.
d. Operating system: Windows 7 or later. Mac OS X 10.9 (or later) with Intel processor. If Chromebooks, latest version of Chrome OS.
e. Whitelist the following from all web filters:
I. *.amazonaws.com
I. *.live.presencelearning.com
iii. *.presence.influxis.com
Iv, *.youtube.com (optional)
v. *. presence. enterprise .ics.influxis.com:8510 TCP /UDP
vi. *. presence .enterprise.ics.influxis.com: 443 TCP
vii. *. presence .enterprise.!cs.influxis.com: 19350 -19400 UDP
viii. *. presence .enterprise.!cs.Influxis.com: 1935 TCP /UDP
ix. *.presencelearning.com
x, *, tokbox.com
xi. *.opentok.com
xii. *.firebaseio.com
xiii. *.plsupport.screenconnect.com (optional)
f. At a minimum, open UDP port 3478 for *.tokbox.com and *. opentok.com. Preferably, open UDP ports 1025 -65535 for *. tokbox.com and
*. opentok.com.
g. Open TCP Port 443 is open to non -web and SSL traffic.
h. Configure web and /or content filtering to enable peer -to -peer services.
I. A phone with speaker -phone capability in the immediate vicinity of the computer where service is delivered, to be used as a backup means of
communication.
2. Environment.
a. A suitable non -noisy controlled space such as a resource room, classroom, computer room, library and /or home setting.
b. Ample lighting that shines either (1) from above the Student or (ii) directly on the face of the Student but not (iii) from behind the Student and directly
into the webcam.
C. Privacy screens or other equipment may be necessary to guarantee privacy.
3. Supervision.
a. A suitable number of Partner Primary Support Persons to provide the below services. Additional services may or may not be required.
1. Transporting the Student to /from the telepractice session.
ii. Assisting the Student with technology set -up (e.g., attaching the headset to the computer).
if!. Ensuring that the conferencing connection with remote therapist is functioning. Contacting the therapist via phone if necessary.
iv. Remaining in the sessions to ensure that any technology glitches are reported and fixed
v. Providing cues, prompts, and models for the Student upon therapist direction.
vi. Helping relay information between the school staff and the therapist related to scheduling, absences, or school functions.
b. The paraprofessional shall act under the direction of the Presencel-earning SLP or OT, except in the event of emergency.
Bonneville .Joint School District 93 8 /1/2016
415.5712.9000 www.r)resencelearning.com
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4. In the event that Partner contracts with PresenceLearning to supervise clinical assistants such as speech language pathology assistants (each an "SLPA ") or
certified occupational therapy assistants (each a "COTA "), Partner shall ensure that each such SLPA and /or COTA shall:
a. meet state and /or American Speech Hearing Language Association ( "ASHA ") or American Occupation Therapy Association ( "AOTA ") guidelines for
SLPAs or COTAs
b. have the appropriate level of education and training
C. have completed fieldwork according to state /ASHA or AOTA guidelines
d. follow ASHA or AOTA /state guidelines on duties and responsibilities
e. follow the treatment plans for Students set out by the supervising SLP or OT
f. not administer standardized or nonstandardized diagnostic tests
g. not participate in parent conferences, case conferences, IEP meetings, etc. without the presence of the supervising SLP or OT.
h. not represent him /herself as an SLP or OT
1. not counsel or consult with families /Students regarding status of service
In addition, Partner agrees that PresenceLearning clinicians shall:
a. participate in training of the SLPA or COTA
b. inform Students that SLPA or COTA will provide treatment
C. make all clinical decisions
d. prepare individualized treatment plans for each Student that the SLPA or COTA treats
e. Sign all formal documents and signed treatment notes of SLPA or COTA
f. Delegate tasks to SLPA or COTA while retaining legal and ethical responsibility for all Student services provided or omitted
g. Ensure that the SLPA or COTA only performs tasks within State or ASHA /AOTA approved guidelines for SLPAs or COTAs.
h. provide both direct and indirect supervision as required by state and /or ASHA or AOTA guidelines
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Exhibit C — Service Order for Bonneville Joint School District 93
FEES
Installment Total
Price Number Cost Installments School Year Fees
Per Student Fees
Contracted Students
$1,410.00
300 $423,000.00
1 $423,000.00
Additional Students*
$1,410.00
0
$0.00
Assessments
$22.00
Wide angle webcam
$51.00
SLP /OT Assessments
$375.00
0
$0.00
Bilingual SLP /OT Assessments
$500.00
0
$0.00
Behavioral Assessments
$500.00
0
$0.00
Smart Start
$5,000.00
0
$0.00
Total Initial Fees (excluding fees for Additional Students and Assessments)
$423,000.00
*Additional Students will be billed at a pro -rated portion of the Installment
Cost. Pro - ration
will be based on the number of months
remaining in the installment period,
including the first month in which the Additional Students were billed.
EQUIPMENT
Price Number Total
300 ($2,400.00)
Annual Equipment Credit per Contracted Student
$8.00
Equipment Prices (for orders in excess of credit)
Headphones
$16.00
Splitter
$3.00
Standard webcam
$22.00
Wide angle webcam
$51.00
Soundcard adapter
$16.00
Laptop Computer
$500.00
Chromebook
$225.00
Mobile WiFi Hotspot
$550.00
Shipping (per shipment)
TBD
Sales tax on equipment orders
TBD
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DEFINITIONS
"Contracted Students" shall mean the initial number of Students for whom Partner has purchased Services for as of the Service Order Effective Date.
"Additional Students" shall mean the difference (if greater than zero) between the number of students for whom any amount of Direct, Direct Make -up,
IEP Meeting, CF /SLPA /COTA Supervision Services, or Unplanned Student Absence time is billed during a given month, and the number of Contracted
Students.
"ESY Students" shall mean Students who receive any Services after the completion of the regular school year. Partner shall be billed for 1 monthly
installment of the Per Student Fees for ESY Students.
"Unplanned Student Absence" shall mean time for therapy sessions that are scheduled with PresenceLearning, but cancelled with less than 24 hours
advance notice.
"Annual Equipment Credit" shall mean the amount by which Partner's fees for equipment will be reduced. If the total cost of Partner's equipment
orders exceeds the Annual Equipment Credit, Partner shall pay fees for the excess amount according to the Equipment Price schedule shown. Annual
Equipment Credit may only be used for equipment and may only be used in the current school year.
"Additional Fees" shall mean the total fees for any Additional Students, Additional Assessments or equipment orders in excess of the Annual Equipment
Credit.
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180 M n lgomery St. Suite 2000 San I rancisi o, CIA 9/11,04
[J eDc8Learn^ng
INVOICING SCHEDULE
Per Student Fees
Contracted Students: September-June
Additional Students
Assessments (aILp/oT, Bilingual o,Behavioral)
Equipment Orders (in Excess ufCredit)
Smart Start
PAYMENTTERMS
Partner Will Receive Invoice By:
September 1
zsmvf the month after the month in which the Additional Students were billed
15'h of the month after the month in which the Assessments were billed
15,h of the month after the month in which the equipment (in excess of the Annual
Equipment Credit) was ordered
September 1
Payment for all invoices b due ao days from date ufinvoice.
Partner Invoicing Contact
Name:
Email:
BonncviUcJoint School Nstriu938/1/2016
415.512.9000
180 Montgomei y St. Suite 2000 San Francisco, CA 91110/1
tali) Presence.,rg
Upon the last signature date hereof ( "Service Order Effective Date "), this Service Order shall become legally binding and made part of and subject to the
Master Services Agreement ( "MSA ") between PresenceLearning and Partner dated 7/1/2016 7:00:00 AM. Partner hereby agrees to be bound by the
terms and conditions of this Service Order and the MSA. Any capitalized terms not herein defined shall have the meaning given to them in the MSA. In
the event of any conflicts between the terms of the MSA and this Service Order, this Service Order shall control, but only with respect to the subject
matter expressly set out herein. Partner hereby agrees to pay PresenceLearning the Total Initial Fees as of the Service Order Effective Date and any
Additional Fees for any additional services or equipment pursuant to Invoicing Schedule and the payment terms set out herein or the MSA.
Name: Name: rr:
Title: Co -CEO
Title: �' a_ r.F:�✓; /, /r-�w.: 'f� fr:,
Date: Date;
Bonneville .Joint. School District 93 3/1/2016
415.512.9000 www.DresencelearninR.com
130 Montgomery St. `_suite 2000 , San Francisco, CA 9410/1
DocuSign Envelope ID: 23F18563 -11 E5- 4F70- BDA6- E8DB58063835
PresenceLearning
Upon the last signature date hereof ( "Service Order Effective Date "), this Service Order shall become legally binding and made part of and subject to the
Master Services Agreement ( "MSA ") between PresenceLearning and Partner dated 7/1/2016 7:00:00 AM, Partner hereby agrees to be bound by the
terms and conditions of this Service Order and the MSA. Any capitalized terms not herein defined shall have the meaning given to them in the MSA. In
the event of any conflicts between the terms of the MSA and this Service Order, this Service Order shall control, but only with respect to the subject
matter expressly set out herein. Partner hereby agrees to pay PresenceLearning the Total initial Fees as of the Service Order Effective Date and any
Additional Fees for any additional services or equipment pursuant to Invoicing Schedule and the payment terms set out herein or the MSA.
By: DocuSigned by:
NUJ
193D8B266DB2484...
Name: Clay Whitehead
Title: Co-CEO
Date: 2016 -08 -10
Title:
Date:
Boruseville .Joint School Di,Arlct 93 8/1/201G
4 6.1112.E 00o Www,presencelearnin .com
J80 Mmilhonwty St. SUiti� 200() 1 San Francisco, CA 9111011