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DocuSign Envelope ID: 897ABEAD-4D39-4960-B191-5A67A227499E
AGREEMENT
IMAGINE LEARNING INC.
And
COLCHESTER BOARD OF EDUCATION
This Agreement (“Agreement”) is entered into on this 26th day of October, 2021, between
the Colchester Board of Education (the “Board”) and Imagine Learning Inc. (“Contractor”) (collectively,
the “Parties”) for the purpose of identifying the obligations of the Parties relative to the confidentiality
of student data, as defined herein.
Article I. Definitions
For purposes of this Agreement, “directory information,” “de-identified student information,” “school
purposes,” “student information,” “student records,” “student-generated content,” and “targeted
advertising,” shall be as defined by Conn. Gen. Stat. § 10-234aa. “Education records” and “personally-
identifiable information,” shall be defined by the Family Educational Rights and Privacy Act of 1974
(“FERPA”), codified at 20 U.S.C § 1232g (as amended); and its implementing regulations, 34 CFR 99.1 -
99.67 (as amended).
Article II. Purpose of Agreement
The Parties agree that the purpose of this Agreement is to detail the obligations of both Parties relative
to the safety and confidentiality of student information, student records and student-generated
content (collectively, “Student Data”), which Student Data may be provided to the Contractor in
connection with Contractor’s provision of one or more of the following professional and non-
instructional services (check those applicable):
Medical consultation
Special education consultation or audit
Academic program consultation or audit (non-special education)
Behavior intervention/Positive behavior intervention supports consultation or audit
Information technology consultation or audit
Student Data storage, maintenance, collection and/or analysis
Other (explain): provision of subscribed services/products
Article III. General Provisions
A. The Parties agree that this Agreement controls over any inconsistent terms or conditions
contained within any other agreement entered into by the Parties concerning Student Data,
including but not limited to the Contract.
DocuSign Envelope ID: 897ABEAD-4D39-4960-B191-5A67A227499E
B. The Contractor shall not modify any separate Privacy Policy of the Contractor or any other
policy, procedure or practice of the Contractor concerning Student Data that is applicable to the
Board without the written agreement of the Board.
C. All Student Data provided or accessed pursuant to this Agreement is and remains under the
control of the Board. All Student Data are not the property of, or under the control of, the
Contractor.
D. The Board may request that the Contractor delete any Student Data in the Contractor’s
possession that is not (1) otherwise prohibited from deletion or required to be retained under
state or federal law, or (2) stored as a copy as part of a disaster recovery storage system and
that is (a) inaccessible to the public, and (b) unable to be used in the normal course of business
by the Contractor, provided the Board may request the deletion of any such Student Data if
such copy has been used by the Contractor to repopulate accessible data following a disaster
recovery. Such request by the Board shall be made by electronic mail to the Contractor. The
Contractor will delete the requested Student Data within five (5) business days of receiving
such a request.
E. The Contractor shall not use Student Data for any purposes other than those authorized in this
Agreement and the Contract, and may not use Student Data for any targeted advertising.
F. If the Contractor receives a request to review Student Data in the Contractor’s possession
directly from a student, parent, or guardian, the Contractor agrees to refer that individual to the
Board and to notify the Board within two (2) business days of receiving such a request. The
Contractor agrees to work cooperatively with the Board to permit a student, parent, or guardian
to review personally identifiable information in Student Data that has been shared with the
Contractor, and correct any erroneous information therein, by following the amendment
procedures outlined in the Board’s Confidentiality and Access to Education Records Policy.
Article IV. Security and Confidentiality of Student Data
A. The Contractor and the Board shall ensure that they each comply with the FERPA.
B. Further, the Contractor shall take actions designed to ensure the security and confidentiality of
Student Data, that, based on the sensitivity of the data and the risk of unauthorized access,
include but are not limited to:
1. Using technologies and methodologies consistent with the guidance issued in the American
Recovery and Reinvestment Act of 2009, Public Law 111-5, § 13402(h)(2), 42 U.S.C. § 17932;
2. Maintaining technical safeguards relating to the possession of education records in a
manner consistent with 45 C.F.R. 164.312;
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DocuSign Envelope ID: 897ABEAD-4D39-4960-B191-5A67A227499E
3. Otherwise meeting or exceeding industry standards relating to the safeguarding of
confidential information.
Article V. Prohibited Uses of Student Data
A. The Contractor shall not retain, and the Board shall not otherwise make available, any Student
Data upon completion of the contracted services, except a student, parent, or legal guardian of
a student may choose to independently establish or maintain an electronic account with the
Contractor after the expiration of this Agreement for the purpose of storing student-generated
content.
B. During the entire effective period of this Agreement, the Board shall have control of any and all
Student Data provided to or accessed by the Contractor. If a student, parent or guardian
requests deletion of Student Data, the Contractor agrees to notify the Board immediately, but
no later than two (2) business days after receiving such a request, and agrees to not delete such
Student Data because it is controlled by the Board. The Contractor shall destroy any and all
Student Data within a reasonable period of time if the Board requests the deletion of such
Student Data.
C. The Contractor shall not collect, store, or use Student Data or persistent unique identifiers for
purposes other than the furtherance of school purposes, as determined by the Board.
D. The Contractor shall not sell, rent or trade Student Data. In the event the Contractor merges or
is purchased by another entity, the Contractor must notify the Board in writing and receive
written approval from the Board prior to providing for any purpose any Student Data covered
under this Agreement to its successor.
Article VI. Data Breaches
A. Upon the discovery by the Contractor of a breach of security that results in the unauthorized
release, disclosure, or acquisition of Student Data, or the suspicion that such a breach may have
occurred, the Contractor shall provide initial notice to the Board as soon as possible, but not
more than two (2) business days after such discovery (“Initial Notice”). The Initial Notice shall
be delivered to the Board by electronic mail to Superintendent Jeffrey E. Burt,
jburt@colchesterct.org and shall include the following information, to the extent known at the
time of notification:
1. Date and time of the breach;
2. Names of student(s) whose Student Data was released, disclosed or acquired;
3. The nature and extent of the breach;
4. The Contractor’s proposed plan to investigate and remediate the breach.
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DocuSign Envelope ID: 897ABEAD-4D39-4960-B191-5A67A227499E
B. Upon discovery by the Contractor of a breach, the Contractor shall conduct an investigation and
restore the integrity of its data systems and, without unreasonable delay, but not later than
thirty (30) days after discovery of the breach, shall provide the Board with a more detailed
notice of the breach, including but not limited to the date and time of the breach; name(s) of
the student(s) whose Student Data was released, disclosed or acquired; nature and extent of
the breach; and measures taken to ensure that such a breach does not occur in the future.
C. The Contractor agrees to cooperate with the Board with respect to investigation of the breach
and to reimburse the Board for costs associated with responding to the breach, including but
not limited to the costs relating to notifications as required by Conn. Gen. Stat. § 10-234dd.
D. Notwithstanding the breach notifications required in this Article, the Contractor shall provide
the Board with a copy of the notification that it provides to a student or the parents or
guardians of such student pursuant to Conn. Gen. Stat. § 10-234dd. The copy of such notice
shall be provided to the Board by electronic mail on the same date that it is provided to the
student or parents or guardians of such student. The Parties agree that the following
information shall be included in the Contractor’s notice of breach to a student or parent or
guardian of a student:
1. Name of the student being notified whose Student Data was released, disclosed or
acquired, which shall not include the names of other students;
2. Date and time of the breach.
Article VII. Choice of Law, Choice of Forum, Merger, Severability
A. Choice of Law. The parties agree that this agreement and any disputes arising from or
relating to this Agreement, including its formation and validity, shall be governed by the
laws of the State of Connecticut.
B. Choice of Forum. The parties agree that any and all disputes arising from or relating to
this Agreement, including its formation and validity, shall be settled in the State of
Connecticut.
C. Amendment. This Agreement may be changed, amended, or superseded, only upon an
agreement in writing executed by both parties hereto.
D. Severability. A court finding of invalidity for any provision of this Agreement does not
invalidate other provisions or applications that are not affected by the finding.
Article VIII. Term
A. The term of this Agreement shall be effective upon execution by both parties and shall
terminate when all of the Student Data collected, used, possessed or maintained by the
Contractor is properly and completely deleted or destroyed or returned to the Board,
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DocuSign Envelope ID: 897ABEAD-4D39-4960-B191-5A67A227499E
or, if it is infeasible to return or completely delete or destroy the Student Data,
protections are extended to such Student Data in accordance with the provisions of
Paragraph B within this Article.
B. In the event that the Contractor determines that returning or completely deleting or
destroying the Student Data is infeasible, the Contractor shall provide to the Board
notification of the conditions that make return or complete deletion or destruction
infeasible. The Contractor shall extend the protections of this Agreement to such
Student Data and limit further uses and disclosures of such Student Data to those
purposes that make the return or complete deletion or destruction infeasible. The
Contractor shall not use or disclose such Student Data and shall maintain its security
pursuant to this Agreement for so long as the Contractor possesses or maintains such
Student Data. In the event a disaster recovery system containing Student Data is used to
repopulate the Contractor’s databases following the recovery from a disaster, the
Contractor shall delete all such Student Data immediately.
Jeffrey E. Burt
Superintendent of Schools
Colchester Board of Education
__________________________________ 10/27/21
Date
Imagine Learning Inc.
10/27/2021
__________________________________ __________
David Alderslade, Executive Vice President, CFO Date
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Certificate Of Completion
Envelope Id: 897ABEAD4D394960B1915A67A227499E Status: Completed
Subject: Please DocuSign: Colchester PS - IL Student Data Privacy Agreement 2021.1027.pdf
Source Envelope:
Document Pages: 5 Signatures: 1 Envelope Originator:
Certificate Pages: 1 Initials: 0 Diane M Wellhausen
AutoNav: Enabled 8860 E. Chaparral Rd. Suite 100
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Time Zone: (UTC-08:00) Pacific Time (US & Canada) diane.wellhausen@edgenuity.com
IP Address: 68.104.230.67
Record Tracking
Status: Original Holder: Diane M Wellhausen Location: DocuSign
10/27/2021 12:00:23 PM diane.wellhausen@edgenuity.com
Signer Events Signature Timestamp
David Alderslade Sent: 10/27/2021 12:01:33 PM
david.alderslade@edgenuity.com Viewed: 10/27/2021 12:12:03 PM
CFO Signed: 10/27/2021 12:12:09 PM
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