Master Service Agreement & Statement of Work

Article 1 — Definitions

“Platform” means the ThinkKits school intelligence and education data marketplace software, accessible at app.thinkkits.com and associated API endpoints.

“Authorized Users” means employees, contractors, and agents of the District who are granted login credentials under this Agreement, up to the seat limit specified in the SOW.

“Student Data” means any personally identifiable information (PII) relating to a student as defined under FERPA (20 U.S.C. § 1232g) and applicable state law.

“Documentation” means ThinkKits’s current user guides, API references, help center content, and technical specifications made available at help.thinkkits.com.

Article 2 — Services & License Grant

2.1 Platform Access. ThinkKits grants the District a non-exclusive, non-transferable license to access and use the Platform for the term of this Agreement, subject to the seat and usage limits in the attached Statement of Work.

2.2 Scope of Tier. The District has purchased the [Pricing Tier] at a contract value of [Contract Value] for [Seats / Schools], as further described in the SOW.

2.3 Restrictions. The District may not sublicense, resell, reverse-engineer, or use the Platform to build a competing product. Bulk data exports are permitted only within the licensed tier and may not be redistributed to third parties without written consent.

2.4 Updates. ThinkKits will provide platform updates and new features throughout the term at no additional cost, subject to standard deprecation notice procedures.

Article 3 — Fees & Payment Terms

3.1 Late Payments. Invoices unpaid after 30 days may incur a 1.5% monthly service charge. Access may be suspended after 60 days of non-payment with 10 days’ written notice.

3.2 Purchase Orders. ThinkKits will honor District purchase orders. Net-30 payment terms are standard; Net-45 available with prior written agreement.

3.3 No Fee for Data. ThinkKits does not charge per-record fees for data already included in the licensed tier. API call limits are defined by tier and reset monthly.

Article 4 — Data Handling & FERPA Compliance

4.1 Data Classification. The Platform processes two categories of data: (a) Public Education Data — aggregated, de-identified federal and state datasets from NCES, EdFacts, and USAC; and (b) District-Provided Data — any custom data uploaded by the District, which remains the District’s property.

4.2 Student Data Prohibition. ThinkKits does not request, collect, or store individual student records (name, SSN, address, grades, or other PII) as part of standard platform operation. School-level aggregated statistics in the Platform are sourced exclusively from publicly released federal datasets.

4.3 Data Processing Agreement. This Agreement constitutes a Data Processing Agreement under applicable state student privacy laws. ThinkKits will execute a Student Data Privacy Consortium (SDPC) National DPA upon District request at no charge.

4.4 Security Standards. ThinkKits is pursuing SOC 2 Type II certification (formal audit planned Q4 2026) and maintains TLS 1.3 encryption in transit, AES-256 encryption at rest, role-based access controls, and multi-factor authentication. Full security overview: help.thinkkits.com/security/security-overview.

4.5 Data Retention. ThinkKits retains District-Provided Data for 90 days after contract termination, after which it is permanently deleted. Public education data is retained per ThinkKits’s standard data retention policy.

4.6 Breach Notification. In the event of a confirmed security incident affecting District data, ThinkKits will notify the District within 72 hours, consistent with applicable law and ThinkKits’s Incident Response Policy.

Article 5 — Intellectual Property

5.1 ThinkKits IP. ThinkKits retains all right, title, and interest in the Platform, software, algorithms, scoring models, knowledge graph, and all ThinkKits-authored content. This Agreement does not transfer any ownership interest to the District.

5.2 District Data. The District retains all rights to data it provides to the Platform. District-Provided Data is not used to train models, sold, or shared with other customers.

5.3 Output Ownership. Reports, exports, and analyses generated by the Platform using public datasets are owned by the District and may be used freely for internal procurement, grant-writing, and compliance purposes.

5.4 Feedback License. If the District provides feedback or suggestions about the Platform, ThinkKits may incorporate that feedback without restriction or compensation.

Article 6 — Confidentiality

Both parties agree to hold in confidence any non-public information disclosed under this Agreement and to use such information only as necessary to perform under this Agreement. Confidential information does not include information that: (a) was already publicly known; (b) was independently developed; or (c) is required to be disclosed by law or court order with reasonable notice to the other party.

Article 7 — Warranties & Disclaimers

7.1 ThinkKits Warrants: (a) the Platform will perform materially as described in the Documentation; (b) ThinkKits has the right to grant the license herein; (c) ThinkKits will comply with applicable law, including FERPA and COPPA.

7.2 Data Accuracy. ThinkKits uses commercially reasonable efforts to validate data against authoritative federal sources (NCES, EdFacts, USAC). Data accuracy targets and known limitations are published at help.thinkkits.com/data-quality. ThinkKits does not warrant that any individual data point is error-free, and the District is responsible for independently verifying data used in formal procurement decisions.

7.3 Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, THE PLATFORM IS PROVIDED “AS IS”. THINKKITS DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Article 8 — Limitation of Liability

8.1 In no event will either party be liable for indirect, incidental, special, or consequential damages arising from this Agreement, including lost profits or data loss, even if advised of such possibility.

8.2 ThinkKits’s total liability arising from this Agreement will not exceed the total fees paid by the District in the twelve (12) months immediately preceding the claim.

8.3 These limitations do not apply to: (a) breaches of data confidentiality obligations; (b) gross negligence or willful misconduct; or (c) indemnification obligations under Article 9.

Article 9 — Indemnification

9.1 ThinkKits Indemnity. ThinkKits will defend and indemnify the District against third-party claims that the Platform, as delivered, infringes a U.S. patent, copyright, or trademark, provided the District gives prompt notice and reasonable cooperation.

9.2 District Indemnity. The District will defend and indemnify ThinkKits against claims arising from the District’s misuse of the Platform, breach of this Agreement, or violation of applicable law.

Article 10 — Term & Termination

10.1 Term. This Agreement is effective from [Start Date] through [End Date], unless earlier terminated.

10.2 Termination for Cause. Either party may terminate for material breach with 30 days’ written notice if the breach is not cured within that period.

10.3 Termination for Convenience. The District may terminate with 60 days’ written notice. Fees paid for the current term are non-refundable; fees for future terms will not be charged.

10.4 Effect of Termination. Upon termination, the District’s access to the Platform will be disabled. ThinkKits will make District-Provided Data available for export for 30 days post-termination, then permanently delete it.

10.5 Survival. Articles 4 (Data), 5 (IP), 6 (Confidentiality), 8 (Liability), 9 (Indemnification), and 11 (Governing Law) survive termination.

Article 11 — Governing Law & Disputes

11.1 This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

11.2 The parties agree to attempt good-faith resolution before initiating formal proceedings. Unresolved disputes will be submitted to binding arbitration under JAMS rules in Philadelphia, PA, except that either party may seek injunctive relief in any court of competent jurisdiction.

11.3 Sovereign Immunity. Nothing in this Agreement constitutes a waiver of the District’s sovereign immunity rights to the extent applicable under state law.

Article 12 — General Provisions

Entire Agreement. This MSA and the attached SOW constitute the entire agreement between the parties and supersede all prior discussions. Amendments require written consent of both parties.

Force Majeure. Neither party is liable for delays caused by circumstances beyond its reasonable control, provided the affected party gives prompt notice.

Severability. If any provision is found unenforceable, the remaining provisions remain in full force.

Notices. Legal notices to ThinkKits: ThinkKits LLC, 151 Discovery Dr Ste 107, Colmar, PA 18915 | legal@thinkkits.com. Notices to the District: the address on file with the District’s purchasing department.

SOW 1 — Project Overview

SOW 2 — Deliverables & Platform Access

SOW 3 — Implementation Timeline

SOW 4 — ThinkKits Responsibilities

• Target 99.9% monthly platform uptime (excluding scheduled maintenance windows), consistent with the service-level targets at help.thinkkits.com/security/sla. A binding SLA with service credits is executed separately as an addendum to this Agreement.
• Provide at least 7 days’ advance notice of scheduled maintenance
• Refresh public education data annually (or more frequently when source data is released)
• Respond to support tickets within 4 business hours (Enterprise) / 1 business day (all other tiers)
• Provide access to all new platform features released during the contract term at no additional charge
• Maintain FERPA compliance and execute SDPC NDPA upon request

SOW 5 — District Responsibilities

• Designate a primary platform administrator and technical contact
• Provide accurate user roster for seat provisioning within 5 business days of contract execution
• Ensure Authorized Users complete the onboarding walkthrough before accessing the Platform
• Notify ThinkKits promptly of any security concerns or suspected unauthorized access
• Comply with ThinkKits Acceptable Use Policy (help.thinkkits.com/policies/aup)

SOW 6 — Change Orders

Any changes to scope, seat count, or tier require a written Change Order signed by both parties. Change Orders may affect pricing on a pro-rata basis. ThinkKits will provide a written quote within 5 business days of any Change Order request.