Common use of Student Data Property of LEA Clause in Contracts

Student Data Property of LEA. All Student Data or any other Pupil Records transmitted to the Provider pursuant to this Agreement is and will continue to be the property of and under the control of the LEA , or to the party who provided such data (such as the student or parent.). The Provider further acknowledges and agrees that all copies of such Student Data or any other Pupil Records transmitted to the Provider, including any modifications or additions or any portion thereof from any source, are also subject to the provisions of this Agreement in the same manner as the original Student Data or Pupil Records. The Parties agree that as between them, all rights, including all intellectual property rights in and to Student Data or any other Pupil Records contemplated per this Agreement shall remain the exclusive property of the LEA. For the purposes of FERPA and state law, the Provider shall be considered a School Official, under the control and direction of the LEAs as it pertains to the use of student data notwithstanding the above. The Provider will cooperate and provide Student Data within ten (10) calendar days at the LEA’s request. Provider may transfer pupil-generated content to a separate account, according to the procedures set forth below. Notwithstanding the foregoing, Provider retains all right, title and interest in and to any and all of Provider’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (collectively, “Provider Materials”.) Provider grants to LEA a personal, nonexclusive license to use the Provider Materials for its own non-commercial, incidental use as set forth in the end user license agreement accompanying such software and as contemplated herein.

Student Data Property of LEA. All Student Data or any other Pupil Records transmitted to the Provider pursuant to this Agreement is and will continue to be the property of and under the control of the LEA , or to the party who provided such data (such as the student or parent.). The Provider further acknowledges and agrees that all copies of such Student Data or any other Pupil Records transmitted to the Provider, including any modifications or additions or any portion thereof from any source, are also subject to the provisions of this Agreement in the same manner as the original Student Data or Pupil Records. The Parties agree that as between them, all rights, including all intellectual property rights in and to Student Data or any other Pupil Records contemplated per this Agreement shall remain the exclusive property of the LEA. For the purposes of FERPA and state law, the Provider shall be considered a School Official, under the control and direction of the LEAs as it pertains to the use of student data notwithstanding the above. The Provider will cooperate and provide Student Data within ten (10) calendar days at the LEA’s request. In order to assist pupils in retaining possession and control of their own pupil-generated content, upon written request from LEA, Provider may will cooperate with LEA in the timely transfer of identified pupil-generated content to LEA, or if practicable, to a separate non-Provider personal account, according . Non-LEA requests to the procedures set forth belowProvider for pupil-generated content from students and/or parents/guardians will be sent to LEA and not acted upon by Provider. Notwithstanding the foregoing, Provider retains all right, title and interest in and to any and all of Provider’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (collectively, “Provider Materials”.) Provider grants to LEA a personal, nonexclusive license to use the Provider Materials for its own non-non- commercial, incidental use as set forth in the end user license agreement accompanying such software and as contemplated herein.

Student Data Property of LEA. All Student Data or any other Pupil Records transmitted to the Provider pursuant to this Agreement is and will continue to be the property of and under the control of the LEA LEA, or to the party who provided such data (such as the student or parent.). The Provider further acknowledges and agrees that all copies of such Student Data or any other Pupil Records transmitted to the Provider, including any modifications or additions or any portion thereof from any source, are also subject to the provisions of this Agreement in the same manner as the original Student Data or Pupil Records. The Parties agree that as between them, all rights, including all intellectual property rights in and to Student Data or any other Pupil Records contemplated per this Agreement shall remain the exclusive property of the LEA. For the purposes of FERPA and state law, the Provider shall be considered a School Official, under the control and direction of the LEAs as it pertains to the use of student data notwithstanding the above. The To the extent particular Student Data is not available for the LEA to access on its own from within Provider’s platform, the Provider will cooperate and provide such Student Data within ten (10) calendar days at of the LEA’s request. Provider may transfer pupil-generated content to a separate account, according to the procedures set forth below. Notwithstanding the foregoing, the LEA grants Provider retains all righta non-exclusive, title royalty-free right to use Student Data to (a) provide the Services, (b) permit recruiters confirmed by Provider’s affiliate, Haymarket Recruiting, LLC, to access the Student Data for recruiting purposes only if the Provider receives parental consent for the relevant students to share with recruiters, and interest in (c) to the extent the LEA enables public sharing of highlight videos (“Highlights”) from within Provider’s platform, to (1) use Highlights to provide the Service’s community features to users and to other third parties during the Term, and (2) to reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon (including inserting advertising therein), perform and otherwise use the Highlights, in whole or in part, in perpetuity in all media formats and channels now known or hereafter devised (including on Provider’s websites, third party websites, cable networks and stations, broadband and wireless platforms, products and services) for any and all purposes, including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to, or permission from the LEA, with or without attribution and without any royalty or payment obligations, which rights in this subsection (c) shall survive any termination or expiration of Provider’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (collectively, “Provider Materials”this DPA.) Provider grants to LEA a personal, nonexclusive license to use the Provider Materials for its own non-commercial, incidental use as set forth in the end user license agreement accompanying such software and as contemplated herein.

Student Data Property of LEA. All Student Data or any other Pupil Records transmitted to the Provider pursuant to this Agreement is and will continue to be the property of and under the control of the LEA , or to the party who provided such data (such as the student or parent.); provided, however, that in the event a student publishes content in the Application, LEA acknowledges that such content may be used and copied by other users of the Application, and that, in the event that LEA requests deletion of such content, Provider will not be able to delete all such copies made by other users. The Provider further acknowledges and agrees that all copies of such Student Data or any other Pupil Records transmitted to the Provider, including any modifications or additions or any portion thereof from any source, are also subject to the provisions of this Agreement in the same manner as the original Student Data or Pupil Records. The Parties agree that as between them, all rights, including all intellectual property rights in and to Student Data or any other Pupil Records contemplated per this Agreement shall remain the exclusive property of the LEA. For the purposes of FERPA and state law, the Provider shall be considered a School Official, under the control and direction of the LEAs as it pertains to the use of student data notwithstanding the above. The Provider will cooperate and provide make available Student Data within ten to the LEA upon login to a student account in the Provider’s application “Sphero Edu” (10) calendar days at the LEA’s request“Application”). Provider may transfer pupil-generated content to a separate account, according to the procedures set forth below. Notwithstanding The LEA represents and warrants to Provider that it has the foregoingright and all necessary consents to transfer to, or allow access by, Provider retains all right, title and interest in and to of any and all of Provider’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (collectively, “Student Data transferred to or accessed by Provider Materials”pursuant to this DPA.) Provider grants to LEA a personal, nonexclusive license to use the Provider Materials for its own non-commercial, incidental use as set forth in the end user license agreement accompanying such software and as contemplated herein.

Student Data Property of LEA. All Student Data or any other Pupil Records transmitted to the Provider pursuant to this Agreement is and will continue to be the property of and under the control of the LEA LEA, or to the party who provided such data (such as the student or parent.). The Provider further acknowledges and agrees that all copies of such Student Data or any other Pupil Records transmitted to the Provider, including any modifications or additions or any portion thereof from any source, are also subject to the provisions of this Agreement in the same manner as the original Student Data or Pupil RecordsData. The Parties agree that as between them, all rights, including all intellectual property rights in and to Student Data or any other Pupil Records contemplated per this Agreement shall remain the exclusive property of the LEA. Notwithstanding the foregoing, the LEA grants Provider a non-exclusive, royalty-free right to use Student Data to (a) provide the Services, (b) permit recruiters confirmed by Provider’s affiliate, Haymarket Recruiting, LLC, to access the Student Data for recruiting purposes, and (c) to the extent the LEA enables public sharing of highlight videos (“Highlights”) from within Provider’s platform, to (1) use Highlights to provide the Service’s community features to users and to other third parties during the Term, and (2) to reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon (including inserting advertising therein), perform and otherwise use the Highlights, in whole or in part, in perpetuity in all media formats and channels now known or hereafter devised (including on Provider’s websites, third party websites, cable networks and stations, broadband and wireless platforms, products and services) for any and all purposes, including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to, or permission from the LEA, with or without attribution and without any royalty or payment obligations, which rights in this subsection (c) shall survive any termination or expiration of this DPA. For the purposes of FERPA and state lawFERPA, the Provider shall be considered a School Official, under the control and direction of the LEAs as it pertains to the use of student data notwithstanding the above. The To the extent particular Student Data is not available for the LEA to access on its own from within Provider’s platform, the Provider will cooperate and provide such Student Data within ten (10) calendar days at of the LEA’s request. Provider may transfer pupil-generated content to a separate account, according to the procedures set forth below. Notwithstanding the foregoing, Provider retains all right, title and interest in and to any and all of Provider’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (collectively, “Provider Materials”.) Provider grants to LEA a personal, nonexclusive license to use the Provider Materials for its own non-commercial, incidental use as set forth in the end user license agreement accompanying such software and as contemplated herein.

Student Data Property of LEA. All Student Data or any other Pupil Records transmitted to the Provider pursuant to this Agreement is and will continue to be the property of and under the control of the LEA , or to the party who provided such data (such as the student or parent.). The Provider further acknowledges and agrees that all copies of such Student Data or any other Pupil Records transmitted to the Provider, including any modifications or additions or any portion thereof from any source, are also subject to the provisions of this Agreement in the same manner as the original Student Data or Pupil Records. The Parties agree that as between them, all rights, including all intellectual property rights in and to Student Data or any other Pupil Records contemplated per this Agreement shall remain the exclusive property of the LEA. For the purposes of FERPA and state law, the Provider shall be considered a School Official, under the control and direction of the LEAs as it pertains to the use of student data notwithstanding the above. The Provider will cooperate and provide Student Data within ten (10) calendar days at the LEA’s request. In order to assist pupils in retaining possession and control of their own pupil- generated content, upon written request from LEA, Provider may will cooperate with LEA in the timely transfer of identified pupil-generated content to LEA, or if practicable, to a separate non-Provider personal account, according . Non-LEA requests to the procedures set forth belowProvider for pupil-generated content from students and/or parents/guardians will be sent to LEA and not acted upon by Provider. Notwithstanding the foregoing, Provider retains all right, title and interest in and to any and all of Provider’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (collectively, “Provider Materials”.) Provider grants to LEA a personal, nonexclusive license to use the Provider Materials for its own non-commercial, incidental use as set forth in the end user license agreement accompanying such software and as contemplated herein.