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Home My WebLink AboutMOU Purposity, LLLPMemorandum of Understanding This Memorandum of Understanding ("MOU") is entered inlo as of ilu: dale of the later signature below, by and betwee11 the Ronnevillc School District 93, a political subdivision of the State of Idaho under the management und control ofthe Ronnevillo School District 93 Board of Education, imd Purposily, I .I ,I ,I', a for-profit company organized and existing under the laws of the Stale or: Georgia. ("Company") (oolleclively , the "l'aitics", and singly, a "Party'') to confirm the present intent and understanding of the Pm·ties lo cooperate in certain collaboration activities related to providing students and families with wrap-around services and ~uppor(s. Section 1. Purpose I. I The purpose of this MOU is to memorialize the Parties' intenl to coopernle m the collaboration a1,,'tivities as described in Exhibit/\. I.2 With the sole exception ofSection 2 below, neither Bonneville School District 93 Schools nor Purposity, LLLP represent or create any legally binding or enforceable rights or obligations for either Party. If and when the Parties wish lo enter into " legally binding relationship relating to the collaborntio11 activities, the Parties will enter into delinitive written agreements setting forth in detail their respective rights imd obligations. Section 2. Terms and Conditions 2.1 Relationship of the Parties. Neither this MOlJ, nnr any activities described herein, shall be conslrucd as creating a partnership, joinl venture, franchise, agency, or other such relationship. Neilher Party shall have the right, power, or iuithority to obligate or bind the other Party in any manner whatsoever, without the other Pany's prior written consent. 2.2 Non-l!:xclusivity. The relationship between the Parties is non-cl<'clusivc. Neither Party will be precluded from entering into simifor relationships with other entilies or indivi<lw1ls. Nothing in this MOl J, including the exhibits, requires either Pmty to refrain from oflering, acquiring, selling, licensing, promoting, or developing other services, pllrtforms, or products that compete with the services, platforms,, or products that arc the sul:iicct of the relationship contemplated by thi~ MOI J. 2.3 Expense~. Ronneville School District 93 and Purposity, LLLP agree that each Paity shall pay its own fees, cos!s, and cxpcn~s. and those of its agents, independent contractors, and consulUlnts, in connection with this MOU, including without Jin1itation any legal foes, except as expressly specified herein or otherwise agreed upon in writing by both Parties. 2.4 Indemnification. Company agrees to indemnify and hold harmless 13owicvillc School Dis!rict 93, its agents, and employees from any claim, demand, liability, loss, charges, expeiises (including attorneys' foes) or causes ofaction ol' wha(ever kind lrr nature arising out of any neglibrence or misconduct of Company, its agents, and employees for which Honncvillc School District 93 is alleged to be liable. 2.5 Notices. Unless otherwise provided in this MOU, all notices, including, but not limited to, any nnlicc of termination of this MOU, will be i'n wriling and will he personally delivered, sent by regular mail, overnight delivery service or ~ent by certi lied mail, return receipt reques(e<~ postage prepaid. Notices will be deemed given (<1) on the date delivered if' delivered personally, (h) on the first business day following the date ofdispatch ifdelivered by overnight deli very service, or ( c) on the earlier ofconfirmed receipt or the fifth business day foUowing the <late of mailing if sent by certified mail. Notices must be sent to the respective address set forlh below or su.ch other address that a Party spocifics in a notice delivered pursuant to this Section. 2 2.5.1 To Bonneville School District 93: Rex Miller Rom1eville School District 9.1 3497 N. Ammo11 R<l Idaho Falls, JD 8340 I ·1 ·o Company: Purposity, LLLP ~lake Canterbury, C.EO 2674 Derby Walk l'iE Brookhaven, GA 30319 2.6 Student Rccol'dS. 2.6.1 Purposily, I.I.LP shall comply with l'cdcral and State laws and regulations reb'llrding confidentiality of" stm.lent recol'C.b. Speciliclllly, Company sh.all comply and shall assist 13onneville School Dbtrict 93 in compliance, in all material respects, with applicable laws imd regulations, including with the 11amily Education Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, and the Protection of Pupil Rights Amendment (PPRA), 20 U.S.C. § I 232h, and all applicable privacy laws. 2.6.2 To the extent Purposity, LI ,J ,p or ils s11bconlrnclor~ comes into contact with any student <law or information, Purposity, LLLP or its subcontractors will not disclose such information without eligible student/parent/guardian permission. Personally idenliliahle student information and education records, as defined pursuant lo O.C.G.A. Tille 20 an<l FER PA, will be, and will be deemed lo have been, received in confidence and will be used only for purposes of the services contemplated iu this Agreement. 2.7 Governing Law and Venue. This MOlJ shall be governed in all respects hy the laws of the State of G~orgill, without regard lo its conOict or laws. The excl1L~ive vemre for any action arising out ofor related to thi~ MOU ~hllll be in lhe federal, superior, or suite courts of Fulton County, Georgiil 2.& Termination. F.ither Party may lerminatc this MOlJ without cause upon thirty (.10) <lay~' prior written notice. F.ither Party may tenninate this MOIJ i111111e<liately in the event of a breach ofany provision of" thi~ Section 2 by the nlher Party. 2.9 Entire Aerccmcnt. This MOU, including any exhibits, constitutes lhe entire a&rreemeol between the Parties with respect to its subject muller and merges all prior and contemporancml~commuoicatious, both written and oral. This MOU shall not be modified except by a wrillen agreement signed hy both Parties. 3 2.10 Countmarts. This MOU maybe executed incounterparts, each ofwhich shall bedeemed an original. ACCEPTED AND AGREED: BoiinevUle School Distriet 93 Purposity, LLLP ·~tt~==; Date: flt u~I By: Blake Cante1bury, CEO Date: ____4""'"/--'4/2_01_s____ _ 4 F:xhihit A MOU Collaboration Activities Section 1. Slmtegic Goals and Objectives 1.1 Bonneville Schonl l>istrict 93 Designate personnel responsible for regularly posting need.s to the Purpos.ity platform and communicate any changes in staff to PUl·posity in m1 effort to maintain an updated list of tl~cr access privileges. These individuals will be responsible for the posting of needs on a weekly ha-c;is, corresponding with Purposity staff, and assuring the items posted to the platforn1 are delivered to the intended recipients. Staff will confirm receipt of the item ror donors via the site's thank you feature. 1.2 Corupanv Purposity, r.J .T .r will provide access to the Purposity platform, initial training, and ongoing suppon to DoWJeville School District 93 <1ud will <1ssisl designated Bonneville School District 93 staff in posting needs to the platfo1m~ This joint initiative will help support students and families in improving access to critical items. Both parties will collaborate together in initial and ongoing conummications efforts related lo building a donor base. llornicville School District 93 will announce the launch or Iheir district initiative via social media and other district outlets, as deemed appropri<ite by the di~ltil.:l, both initially a11d annually in an effort lo grow the donor base em.:h year. The initial user luum:h goal will be 500 user~ wilh a large( of 250 additional users each year. Section 2. Schedule 2. I Needs for items will be posted lo the plal l(mn on an ongoing basis imd alerts to co1wntmity supporters will be sent out to Purposity members. Items will be delivered to the school staff for <lis11ihution lo the intended recipient to assmc no personally identifying information is shured. 5