Program Agreement

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 1/14

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SummitLearningProgramAgreement

This SUMMIT LEARNING PROGRAM AGREEMENT (the “Program Agreement”), is effective as of the            

Effective Date (defined on the signature page hereto), and is by and between T.L.P. Education, a               

California nonprofit public benefit corporation (“Summit Learning”), having an office in Redwood City,            

California, and [PARTNER SCHOOL NAME] (the “Partner School”) on behalf of itself and the schools              

listed on Schedule I hereto (each of Summit Learning and the Partner School, a “Party” and together                

the “Parties”), and governs Summit’s provision of the Summit Learning Program (the “Program”) and             

the Summit Learning Platform (the “Platform”), and any other products and services that the Program              

may provide now or in the future (collectively, the “Service” or the “Services”) to the Partner School.                

Participation in the Program includes, among other things, the Base Curriculum (defined herein),            

professionaldevelopmentandtraining,ongoingsupportandmentorship,andaccesstotheServices.

1.BACKGROUND

1.1 Our Mission. The mission of Summit Learning is to prepare a diverse student population for               

success in college, career and life, and to be thoughtful, contributing members of society. Inspired              

by the vision to equip every student to lead a fulfilled life, Summit Public Schools developed its                

approach to teaching and learning  the Summit Learning Program  over the course of 15 years.                

Today, Summit Learning shares the work developed by Summit Public Schools to have broader             

impact by helping schools bring Summit Learning to their classrooms for free, through the Summit              

LearningProgram.

1.2 Our History. Since 2015, the Program has supported more than 380 schools across the              

nation, helping them bring Summit Learning to their classrooms, for free. Developed by teachers             

for teachers, the Summit Learning Program gives schools the tools, resources and professional            

developmenttoimplementandtailorSummitLearningfortheircommunities.

1.3 Our Organization. T.L.P. Education is a California nonprofit public benefit corporation           

founded in 2018. T.L.P. Education is organized and operated for charitable and educational            

purposes as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended              

(application pending). Working with Teachers, Learners, and education Partners, T.L.P. Education          

provides knowledge, tools, and training to schools across the country through the Summit            

Learning Program. Together, we are helping educators achieve their goals, students realize their            

fullpotential,andschoolsservetheirdiversecommunities

1.4 Selection & Agreement to Participate. Summit Learning has selected the Partner School to             

participate in the Program and invites the Partner School to take advantage of the grant of the                

Program. By signing this Program Agreement, an authorized representative of the Partner School            

agrees to the terms of this Program Agreement, and the Summit Learning Platform Partner             

School Terms of Service (the “Partner School Terms of Service”) and the Data Privacy Addendum              

1

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 2/14

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(the“DataPrivacyAddendum”),whichareincorporatedherein(collectively“TheAgreement”).

●TheProgramAgreementestablishesacollaborationbetweenSummitLearningand

thePartnerSchoolandsetsforththelegaltermsgoverningtheProgramandthe

Services.

● The Partner School Terms of Service, attached as Exhibit A hereto, set forth the              

requirements that the Partner School must follow in order to participate in the            

Program. Partner School also acknowledges that its teachers, employees, officials,         

agents, and the parents and legal guardians of its currently enrolled students           

(collectively, “Licensed Users”) will agree to a User Agreement (the current version is            

postedontheSummitLearningWebsite)inordertousetheServices.

● The Data Privacy Addendum attached as Exhibit B hereto governs Student Data (as             

defined therein) transmitted to Summit Learning from the Partner School pursuant to           

thisProgramAgreementandtheTermsofService.

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1.5 Collaboration. By signing this Program Agreement, Summit Learning and the Partner School            

agree to work together in good faith to implement personalized learning supported by the             

Program and the Services. In connection with the Partner School’s participation in the Program,             

Summit Learning expects the Partner School to communicate regularly about needs,          

opportunities, and progress, as well as goals, priorities, and timelines for the ongoing evolution of              

theProgramandtheServices.

1.6Cost.ThereisnocosttothePartnerSchool,andSummitLearningwillnotchargethePartner

SchooloritsUsers(definedherein)tousetheProgramortheServices.

2.GRANTOFTHEPROGRAMANDTHESERVICES

2.1 Curriculum and Assessments. Summit Learning will provide access to the Base Curriculum            

(the “Base Curriculum”), which will include projects, playlists of content, and assessments from            

which the Partner School can build upon and modify in order to meet the needs of their                

communities, district and/or state. The Base Curriculum includes standardsbased curricula and          

assessments for English, math, science, and social studies (grades 4–12) and a sampling of             

additionalelectivecourses.

Subject to this Program Agreement and the Partner School Terms of Service, Summit            

Learning grants permission to teachers, employees, officials, and agents at the Partner           

School to adapt or create new focus areas and projects. In connection therewith, Summit             

Learning will provide to the Partner School (i) access to the curriculum team; (ii) access to               

support when building out resources and projects that are in line with Summit Learning;             

and (iii) the ability to submit resources for Summit Learning to review and consider for              

additiontotheBaseCurriculum.

2.2 Ongoing Support. Summit Learning shall provide ongoing support and coaching to the            

2

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 3/14

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Partner School through the provision of a mentor (a “Summit Learning Mentor”) during the first              

four school years in which the Partner School participates in the Program. In connection             

therewith,SummitLearningagreestomakeavailabletothePartnerSchool:

● A Summit Learning Mentor who will provide support through regular weekly or biweekly             

coaching calls, and to the extent the Partner School and Summit Learning deem            

necessary, school visits, in order to support the Partner School through the change            

managementprocessasthePartnerSchoolimplementsSummitLearning;

●AccesstoanationwidecommunityofSummitLearningeducatorsandaninvitationto

sharebestpractices,challengesandmore;

●Accesstoalibraryofresources(e.g.presentationtemplatesforparentnights,Summit

Learningclassroomposters,etc.);and

● Access to webinars, ondemand training sessions, and inperson training sessions and           

workshops from a range of Summit Learning teams, including engineering and          

communications.

2.3ProfessionalDevelopment.

A. Professional Development in Year One, Year Two, and Year Three. Pursuant to this             

Program Agreement, Summit Learning shall provide professional development services        

for the teachers and administrators whom the Partner School designates to participate in            

the implementation and launch of Summit Learning at the Partner School (collectively, the            

“Implementation Team”). The Partner School shall ensure that members of the          

Implementation Team follow guidelines issued by Summit Learning from time to time           

relating to the professional development services, including business rules and deadlines          

relating to Summer Trainings (defined herein) and Regional Convenings (defined herein),          

Summit Learning shall provide the professional development services to members of the           

Implementation Team during the first school year (“Year One”), second school year (“Year            

Two”), and third school year (“Year Three”) of the Term of this Program Agreement as set               

forthbelow:

(1)YearOneofProgramImplementation.DuringYearOneofthePartner

School’suseoftheProgram:

● Summit Learning agrees to provide professional development services to the          

Partner School’s Implementation Team during the Summer of Year One. Summit          

Learning expects these professional development activities to help the Partner         

SchoolsetupthelaunchofSummitLearninginthenewschoolyear.

●SummitLearningshallprovideprofessionaldevelopmentservicesintheFalland

SpringofYearOnethroughRegionalConvenings.

(2)YearTwoofProgramImplementation.DuringYearTwoofthePartner

3

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 4/14

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School’suseoftheProgram:

● Summit Learning agrees to provide professional development services to         

selected teachers from the Partner School during the Summer of Year Two to            

assistpreparationsforthestartoftheupcomingschoolyear.

○ The Partner School shall select new grade level teams and up to            

three (3) teachers. The Partner School shall select only teachers who          

are entering Summit Learning classrooms and have not previously        

taughtSummitLearning.

●SummitLearningshallprovideprofessionaldevelopmentservicesintheFalland

SpringofYearTwothroughRegionalConvenings.

(3)YearThreeofProgramImplementation.DuringYearThreeofthePartner

School’suseoftheProgram:

● Summit Learning shall provide professional development services to selected         

teachers from Partner School during the Summer of Year Three to assist           

preparationsforthestartoftheupcomingschoolyear.

○ The Partner School shall select new grade level teams and, if any            

teachers trained in Summit Learning are no longer with the Partner          

School, the Partner School may select a replacement teacher for each          

departed teacher, but no more than six (6) replacement teachers. The          

Partner School shall only select teachers who are entering Summit         

LearningclassroomsandhavenotpreviouslytaughtSummitLearning.

●SummitLearningshallprovideprofessionaldevelopmentintheFallandSpring

ofYearThreethroughRegionalConvenings.

B.ProfessionalDevelopmentinYearFour.SummitLearningshallprovideprofessional

developmentservicestothePartnerSchoolduringthefourthyear(“YearFour”)ofthe

Termofthis

ProgramAgreementifPartnerSchoolisamemberofCohort1,Cohort2,orCohort3

(eachasdefinedherein).

C.Cohorts.

(1) Cohort 1 and Cohort 2. Summit Learning will provide up to four (4) years of               

Professional Development support, inclusive of any and all prior years of support,           

through summer trainings (each, a “Summer Training”) and regional convenings         

(each, a “Regional Convening”) to partner schools that began student use of the            

Program during the 201516 school year (“Cohort 1”) and the 201617 school year            

(“Cohort2”).

4

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 5/14



(2) Cohort 3. Summit Learning will provide Summer Trainings and Regional          

Convenings for up to three (3) years, inclusive of any and all prior years of support,               

through to partner schools that began student use of the Program during the            

201718 school year; provided, however, that, Summit Learning will provide one          

(1) additional year of support through Summer Trainings and Regional Convenings          

if such partner school adds a new team of grade level teachers who teach the core               

classesandincreasesthenumberofstudentsintheProgram.

(3) Cohort 4. Summit Learning will provide Summer Trainings and Regional          

Convenings for up to (3) years for partner schools that commence student use of             

theProgramduringthe201819schoolyear(“Cohort4”).

(4) Subsequent Cohorts. Summit Learning will provide Summer Trainings and/or         

Regional Convenings for up to (3) years for partner schools that commence           

student use of the Program during the 201920 school year or any school year             

followingthereafter.

D. Additional Schools. If the Partner School is a school district and Summit Learning             

approves the participation of additional schools within such school district in Summit           

Learning, then Summit Learning and the Partner School agree to update Schedule I to this              

Program Agreement. Notwithstanding any update to Schedule I, both parties acknowledge          

theEffectiveDateofthisProgramAgreementwillbethedateoriginallysetforthabove.

3.GRANTREQUIREMENTSANDCOMPLIANCE

3.1General.InconnectionwithitsselectionasaPartnerSchoolandinordertolaunchand

implementSummitLearninginthePartnerSchool,PartnerSchoolagreesto:

● Follow the program requirements posted on the Summit Learning Website under the            

caption “Program Requirements”, which are incorporated by reference into this Program          

Agreement;

● Follow the technical requirements posted on the Summit Learning Website under the            

caption “Technical Requirements”, which are incorporated by reference into this Program          

Agreement;

●SendnewSummitLearningteachersanddesignatedteachersandschool

administratorstoSummerTrainingsandRegionalConvenings;and

●CommunicateregularlywiththeSummitLearningMentor(i.e.atleast30minutes

weeklyor60minutesbiweekly,inadditiontoregularemailcommunication).

5

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 6/14



3.2AccesstotheServices.PartnerSchoolagreestolimitaccesstotheProgramandthe

ServicestostudentscurrentlyenrolledinthePartnerSchoolwithanaccountontheServices

(“StudentUsers”).Inaddition,PartnerSchoolagreestolimitaccesstotheProgramandthe

ServicestotheparentsandlegalguardiansofStudentUsers,andtheteachers,employees,

officials,oragents(“LicensedUsers”)whohaveacceptedtheUserTermsofService.TheStudent

UsersandLicensedUsersare,collectively,referredtohereinasthe“Users”.

3.3 Compliance with Program Agreement, Data Privacy Addendum, Partner School Terms          

of Service and User Terms of Service. The Partner School’s use of the Services must be in                

compliance with the Agreement. The Partner School will provide information and education, and            

where needed, create policies and regulations, to ensure that all of its Users comply with the User                

TermsofService,andwhereapplicablethisProgramAgreementandDataPrivacyAddendum.

In the event a User violates this Program Agreement, Data Privacy Addendum, or User Terms of               

Service, the Partner School shall promptly notify Summit Learning and shall cooperate with            

Summit Learning in taking reasonable steps to remediate such violations. Notwithstanding the           

foregoing, Summit Learning reserves the right to immediately suspend any User or the Partner             

School in its sole discretion for any reason (with or without cause) and terminate the Partner               

SchoolinaccordancewithSection5hereof.

4.INTELLECTUALPROPERTY

4.1 Intellectual Property. The Program and Services may contain material derived in whole or in              

part from material supplied by Summit Learning as well as other sources, and such material is               

protected by United States copyright laws, international treaty provisions, trademarks, service          

marks and other intellectual property laws. All rights to the Program and the Services not              

expressly granted in the Agreement or User Terms of Service are reserved by Summit Learning.              

The Partner School and its Users shall abide by the intellectual property provisions set forth in the                

Partner School and User Terms of Service and all applicable copyright and other intellectual             

propertylaws.

5.TERMANDTERMINATION

5.1Term.

A. This Agreement shall commence on the Effective Date, and shall terminate in            

accordance with subsections 5.1.B or 5.1.C, as applicable, or on such earlier date as set              

forthinSection5.2,Section5.3,andSection5.4hereof.

B. If the Partner School is an individual school, this Agreement will terminate on the date               

that is four (4) years after the date on which the Partner School’s students first begin using                

theServices.

6

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 7/14

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C. If the Partner School is a school district, this Agreement will terminate on the date that                

is four (4) years after the date on which the students attending the last school to join                

Summit Learning first begin using the Services. Summit Learning will provide the Summit            

Learning Services to each school within the Partner School school district for a period of              

four (4) years after the date on which the students in such school first begin using the                

Services.

5.2NoticeofIntenttoTerminate.EitherPartymayterminatethisProgramAgreementforits

convenience,bygivingatleastthirty(30)days’writtennoticetotheotherParty.



5.3 Breach of Agreement. Either Party (the “Nonbreaching Party”) may terminate this           

Agreement, effective immediately upon delivery of written notice to the other Party (“Breaching            

Party”) if the Breaching Party materially breaches any provision of this Program Agreement and             

does not cure the breach within thirty (30) days after receiving written notice thereof from the               

NonbreachingParty.

5.4 Compliance with Program Requirements. To the extent Summit Learning determines that           

Partner School is not substantially in compliance with the Program Requirements, Summit           

LearningreservestherighttosuspendorterminatethisAgreementeffectiveimmediately.

5.5 Survival. In the event of termination, the following provisions of this Program Agreement will              

survive: Section 7 (Representation and Warranties of Summit Learning), Section 8 (Limitation on            

Liability),Section9(Notices),Section10(GoverningLaw),andSection11(GeneralProvisions).

6.INDEMNIFICATION

6.1 Indemnification of the Partner School. To the extent permissible under applicable state            

law, Summit Learning shall defend, indemnify, and hold harmless the Partner School, its officers,             

employees, and agents, assignees and successorsininterest from and against any and all           

liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages,            

and liabilities of any kind resulting from or arising out of Summit Learning’s performance under              

this Program Agreement, but only in proportion to and to the extent such liability, loss, expense,               

attorneys’ fees, or claims for injury or damages are caused by the negligence, recklessness,             

willful misconduct, or intentional acts or omissions of Summit Learning, its officers, employees,            

oragents.SuchindemnificationshallbesubjecttothelimitationofliabilityinSection8.

6.2 Indemnification of Summit Learning. To the extent permissible under applicable state law,            

the Partner School shall defend, indemnify and hold harmless Summit Learning, its officers,            

employees, and agents, assignees and successor in interest from and against any and all             

liability, loss, expense (including reasonable attorneys’ fees), or claims for injury or damages,            

and liabilities of any kind resulting from or arising out of the Partner School’s performance under               

this Program Agreement but only in proportion to and to the extent such liability, loss, expense,               

7

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 8/14



attorneys’ fees, or claims for injury or damages are caused by or result from the negligence,               

recklessness, willful misconduct or intentional acts or omissions of the Partner School, its            

officers, employees, or agents. Such indemnification shall be subject to the limitation of liability             

inSection8.

6.3 Status and Defense of Claims. The indemnifying Party shall keep the other Party             

reasonably apprised of the continuing status of the claim, including any proceedings resulting            

from it, and shall permit the indemnified Party, at its expense, to participate in the defense or                

settlement of the claim, provided, however that the indemnifying Party has the sole control of the               

defense. The indemnified Party shall reasonably cooperate with the indemnifying Party in           

defending the action, and the indemnifying Party will not agree to settle or otherwise resolve the               

action without the consent of the indemnified Party, which consent shall not be unreasonably             

withheld.

7.REPRESENTATIONSANDWARRANTIESOFSUMMITLEARNING

7.1 General. Summit Learning represents and warrants that the following shall be true and             

correct as of the Effective Date of this Program Agreement and shall continue to be true and                

correctduringtheTermofthisProgramAgreement:

A. Program and Service Operation. During the Term of this Program Agreement,           

Summit Learning shall use commercially reasonable efforts to ensure that the Program           

and the Services shall function properly. Summit Learning shall use commercially          

reasonable efforts designed to promptly correct any failure of the Program and the            

ServicestoperformasdescribedinthisProgramAgreement.

B. Changes to Program and the Services. From time to time, Summit Learning may             

implement changes and improvements to the Services, including by conducting         

maintenance, updating the functionality and look of the Services, and adding or removing            

functionalities or features. We may also stop providing the Services to Partner School or             

its Users, or add or create new limits to the Services or restrict Partner School’s or its                

Users’accesstoallorapartoftheServiceatanytime.

C. Publicity. Summit Learning shall not issue publicity news releases, grant press           

interviews, or use any Student Data or Content, including but not limited to the Partner              

School’s logos, without the prior express written consent of a representative from the            

Partner School. Furthermore, Summit Learning may not photograph or film or cause           

others to photograph or film within any of the Partner School facilities without the prior              

expresswrittenconsentofPartnerSchool.

7.2 Additional Obligations Regarding Treatment of Student Data. Summit Learning agrees to           

the obligations set forth in the Data Privacy Addendum regarding the handling of Student Data              

andPersonallyIdentifiableInformation.

8

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 9/14



8.LIMITATIONONLIABILITYTOPARTNERSCHOOLS

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 8, IN NO EVENT SHALL EITHER PARTY              

BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES           

ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL            

THEORY. SUMMIT LEARNING SHALL NOT BE LIABLE FOR PARTNER SCHOOL'S INABILITY TO           

USE THE PROGRAM OR THE SERVICES DUE TO (I) SCHEDULED DOWNTIME, WHICH SUMMIT            

LEARNING WILL ATTEMPT TO SCHEDULE WHEN SCHOOL IS NOT IN SESSION AND ABOUT            

WHICH SUMMIT LEARNING WILL GIVE PARTNER SCHOOL 14 DAYS ADVANCE WRITTEN NOTICE;           

(II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SUMMIT LEARNING’S REASONABLE         

CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD,          

FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOR          

PROBLEMS (OTHER THAN THOSE INVOLVING SUMMIT’S EMPLOYEES); (III) UNAVAILABILITY        

THAT RESULTS FROM EQUIPMENT AND/OR SOFTWARE OF THIRD PARTIES WHERE SUCH          

EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SUMMIT          

LEARNING; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE SERVICES OR           

PROGRAM (OR ANY COMPONENT THEREOF) BY PARTNER SCHOOL OR ITS USERS; OR (V)            

UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE SERVICES OR PROGRAM BY           

PARTNER SCHOOL IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE          

PROVIDED BY SUMMIT LEARNING OR IN THIS PROGRAM AGREEMENT. SUMMIT LEARNING’S          

AGGREGATE LIABILITY TO THE PARTNER SCHOOL UNDER ANY THEORY OR FOR ANY REASON            

SHALLNOTEXCEED$10,000.

9.NOTICES

9.1 General. Unless stated otherwise in this Agreement or User Terms of Service, all notices              

required by or relating to this Agreement shall be in writing and shall be sent by means of certified                  

mail, postage prepaid, to Summit Learning and the Partner School, including any participating            

school therein, if any, and addressed to Summit Learning as set forth below or addressed to the                

Partner School and any school therein, if any, as set forth in Schedule I or addressed to such                 

otheraddressasmayhavegivenbywrittennoticeinaccordancewiththisprovision:

IftoSummit:T.L.P.Education,c/o

ProcopioLawFirm,1117CaliforniaAve

#200,PaloAlto,CA94304or

[email protected]

All notices, communications, or consents required by or relating to this Agreement may            

also be communicated by electronic mail to Summit Learning at         

[email protected] and to the Partner School at the email address set forth on            

Schedule I, provided that the sender receives and retains confirmation of successful           

transmittal to the recipient. Notices shall be effective three (3) business days after receipt             

9

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 10/14



of delivery by the U.S. Post Office or one (1) day after deposit with a commercial overnight                

courier.

9.2 Principal Contact Person. Any notices, communications, or consents required by or relating            

to this Agreement from Summit Learning to the Partner School will be sent to the attention of the                 

person(s) listed on Schedule I (the “Principal Contact Person”). The Principal Contact Person            

shall be authorized to act on behalf of the Partner School and to make decisions for the Partner                 

School.

10.GOVERNINGLAW

This Agreement will be governed by and construed in accordance with the laws of the State of                

California. The Parties further submit to and waive any objections to the personal jurisdiction of              

and venue in San Mateo County, California for any litigation arising out of this Program              

Agreement.

If the Partner School is a United States public and accredited educational institution, then (a) this               

Program Agreement will be governed and construed in accordance with the laws of the state              

(within the United States) in which the Partner School is domiciled, except that body of law               

concerning conflicts of law; and (b) any litigation or other dispute resolution between the Partner              

School and Summit Learning arising out of or relating to this Program Agreement, the Services,              

or the Partner School’s relationship with Summit Learning will take place in federal court within              

the Northern District of California, and the Partner School and Summit Learning hereby consent             

to the personal jurisdiction of and exclusive venue of the Northern District of California unless              

such consent is expressly prohibited by the laws of the state in which the Partner School is                

domiciled.

11.GENERALPROVISIONS

11.1 Entire Agreement. This Agreement, including the exhibits attached hereto, constitute the           

final and entire agreement between the Parties regarding its subject matter, and supersede all             

other related oral or written agreements or policies. Neither failure nor delay on the part of any                

party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right,                

nor shall any single or partial exercise of any such right, power, or privilege preclude any further                

exercise thereof or the exercise of any other right, power, or privilege unless expressly waived in               

writing and signed by a duly authorized representative of Summit Learning. No single waiver shall              

constituteacontinuingorsubsequentwaiver.

11.2 Relationship of the Parties. This Agreement will not be construed as creating any agency              

relationship, or a general partnership, limited partnership, limited liability partnership, joint venture,           

fiduciary duty, or any other form of legal association between the Partner School and Summit              

Learning, and the Partner School will not represent to the contrary, whether expressly, by             

implication, appearance or otherwise. Except as otherwise expressly provided in this Agreement,           

10

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 11/14



this Agreement is not for the benefit of any third parties. Neither Party will make any commitment,                

bycontractorotherwise,bindingupontheotherPartyorpresentthatithastheauthoritytodoso.

11.3 Assignment; Resale; No Waiver. This Agreement will be binding upon and inure to the              

benefit of all of Summit Learning’s and the Partner School’s successors and assigns, which will              

beboundbyalloftheobligationsoftheirpredecessorsorassignors.

11.4 Modifications and Severability. This Program Agreement and Data Privacy Addendum          

may be modified only: (a) by a written amendment signed by both Parties, or (b) to the extent                 

expressly permitted by this Program Agreement or Data Privacy Addendum (e.g., by Summit            

Learning upon notice to the Partner School). In the event that the Partner School refuses to               

accept such changes, Summit Learning will have the right to terminate this Program Agreement in              

accordance with Section 5 hereof. If any provision of this Program Agreement or the exhibits              

attached hereto is found to be unenforceable or invalid, such unenforceability or invalidity will not              

render this Program Agreement unenforceable or invalid as a whole and, in such event, such              

provision is to be changed and interpreted so as to best accomplish the objectives of such               

provisionwithinthelimitsofapplicablelaw.

11.5 Material Modifications to Privacy Policy. If Summit Learning makes any material changes            

to its Privacy Policy, it shall provide advance notice via electronic communication to the Partner              

School’sPrincipalContactPersonbeforetheeffectivedateofsuchchanges.

11.6 Material Modifications to Partner and User Terms of Service. If Summit Learning makes             

any material changes to the Terms of Service, it shall provide advance notice via electronic              

communication to the Partner School’s Principal Contact Person before the effective date of such             

changes.

11.7 Priority of Agreements. This Program Agreement shall govern the relationship between the            

Partner School and Summit Learning. If there is a conflict between this Program Agreement and              

the Terms of Service, Data Privacy Addendum, or any other agreement between the Partner             

School and Summit Learning (collectively, “Other Documents”), the terms of this Program           

Agreement shall apply and take precedence unless specifically provided otherwise in this           

Program Agreement or the Other Documents. In the event of any conflict between the terms of               

the Other Documents, the conflict shall be resolved in favor of the Terms of Service, unless               

specifically provided otherwise in the Other Documents, such as with respect to the treatment of              

Student Data for which the terms of the Data Privacy Addendum shall apply and take              

precedence.

11.8 Section Headings. Section headings have been inserted in this Program Agreement as a             

matter of convenience of reference only, and it is agreed that such section headings are not part                

of this Program Agreement and will not be used in the interpretation of any provisions of this                

ProgramAgreement.

11

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 12/14



INWITNESSWHEREOF,theundersignedhavedulyauthorized,executedanddeliveredthisProgram

Agreementasofthedatewrittenbelow.

T.L.P.Education

By

(Signature):

Name

(Printed):

Title:

[PARTNERSCHOOL

NAME](“PARTNER

SCHOOL”)

By

(Signature):

Name

(Printed):

Title:



Dated:[EFFECTIVEDATE]

(“EffectiveDate”) 

12

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 13/14



SCHEDULEIPARTNER

SCHOOL/PARTICIPATINGSCHOOLS

NameofSchoolCohortNumberPrincipalContactPerson

[Address][City],[State]

[ZipCode]Attn:

_____________

Phone:Fax:Email: 

13

4/1/2019 Program Agreement - Summit Learning by TLP (2019-04-01) (CLEAN) - Google Docs

https://docs.google.com/document/d/1Lzy5z8-tzIwIcVnuEIOI6yP6BjaFAkoUcQCdGL2mPsE/edit 14/14



EXHIBITA

PARTNERSCHOOL

TERMSOFSERVICE



EXHIBITBDATAPRIVACY

ADDENDUM

14