Channel Partner Agreement Between SchooLinks and National Student Clearinghouse

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  the National Student Clearinghouse (“Clearinghouse”), a not-for-profit corporation organized under the  laws of the Commonwealth of Virginia, and the undersigned high school or high school district

(“School”) agree as follows:

1. The Clearinghouse provides a nationwide, central repository of information on student enrollment, degrees, diplomas, certificates and other educational achievements.
2. The School wants to obtain information on the attendance of its former students in postsecondary institutions and improve the manner in which the diplomas it has granted to its students are verified to prospective employers and others.  The School wishes to use the services of the Clearinghouse to assist in the functions as described below.  Individual attachments may be added, deleted or modified by mutual written agreement.
3. The School will transmit to SchooLinks lists of its graduates (“Graduates”).  Initially, it will transmit a list of Graduates dating back up to eight (8) years and, thereafter, will submit lists of new graduates each year after conferral of diplomas.  The School agrees that it will submit its Graduates files electronically and that they will contain the data elements and configuration reasonably required by the Clearinghouse. SchooLinks, acting on behalf of the School, may conform the data to Clearinghouse standards and submit the data to the Clearinghouse. The listing shall indicate which students have blocked the release of “directory information” under the Family Education Rights and Privacy Act (“FERPA”).  School will provide the Clearinghouse with any requested necessary information on School’s FERPA Directory Information policy. The School will promptly inform the Clearinghouse of any newly placed directory information blocks. The Clearinghouse will promptly refer to the School any requests it receives from individual students either to correct or block records received from the School but will not modify or block records without instruction from the School.
4. Upon request, the Clearinghouse will compare the School’s Graduates with its database and provide the School with data on the subsequent enrollment and educational achievements of its students at postsecondary institutions.   In addition to the Graduates file, the School may also submit through SchooLinks lists of graduates and other former students in a format reasonably required by the Clearinghouse (“StudentTracker Request Files”), and the Clearinghouse will provide data on the subsequent enrollment and educational achievements of these students at postsecondary institutions. The Clearinghouse reserves the right to reasonably limit the number of Request Files submitted by the School per calendar year.
5. The Clearinghouse will not release any personally identifiable information except as specifically provided under this Agreement, including Exhibits. The Clearinghouse may not in any way use or supply student personally identifiable information obtained hereunder beyond the specific purposes set forth in this agreement. The Clearinghouse agrees that data provided by the School under the agreement may not be sold by Clearinghouse or be used by the Clearinghouse to amass a student profile or conduct targeted advertising.  
6. In the event either party determines that an event has occurred that reasonably leads it to believe that there has been an unauthorized or improper disclosure of the information exchanged under this agreement that party will promptly notify the other unless specifically directed not to make such notification by law enforcement.  Such notification will include the nature of the incident, the information compromised, and the action taken.  The parties will cooperate and keep each other fully informed until the incident is resolved.  Either party shall have the right to immediately suspend service under this Agreement until the resolution of such incident.
7. The services provided by the Clearinghouse under this Agreement will be paid for by the School through SchooLinks, which will be responsible for paying Clearinghouse for the services provided.    
8. The Clearinghouse uses its best efforts to review, interpret, and follow publicly disseminated guidance on FERPA in the development and operation of its services and provides for the release of only unblocked directory information unless FERPA authorizes release without consent.  The School is solely responsible for its compliance with FERPA, and the Clearinghouse is not liable for any errors or omissions by the School that may give rise to FERPA violations.  The School will institute and maintain reasonable controls to ensure that the information it provides to the Clearinghouse under this Agreement is complete and accurate. Both the Clearinghouse and the School agree to comply with all applicable Federal, State, and local statutes, regulations, and other requirements pertaining to the security, confidentiality, and privacy of information exchanged with and maintained by the Clearinghouse.  
9. The School agrees that it may only disclose the data provided by the Clearinghouse to school boards and school officials whom it has determined to have legitimate educational interests.  The School agrees that it will not release data provided by the Clearinghouse to any other individuals, institutions, or organizations, other than those identified above, either in student or postsecondary institution identifiable form, without the Clearinghouse’s express written permission and payment of any additional fees that may be required.
10. The School understands and agrees that Clearinghouse will provide SchooLinks with the reports generated as part of the services provided under this Agreement. SchooLinks will provide the reports to the School and may also use data in such reports to provide additional services to the School under a separate agreement between the School and SchooLinks.
11. In the event the School is required to disclose any data provided hereunder which could potentially identify individuals or specific postsecondary institutions pursuant to any applicable statute, law, rule or regulation of any governmental authority or pursuant to any order of any court of competent jurisdiction, the School must provide the Clearinghouse prompt notice of such request for disclosure and reasonably cooperate with the Clearinghouse’s efforts to obtain a protective order.  The parties further agree that any exclusion effected pursuant to this provision is authorized only to the minimum extent necessary to allow the School to comply with a legal rule or order compelling the disclosure of information and shall not constitute a general waiver of the obligations of confidentiality under this Agreement.
12. The School agrees to:  
    1. Ensure that only authorized personnel whom it has determined to have legitimate educational interests will be provided with access to the Clearinghouse’s secure website, and that such access will be immediately terminated when those personnel leave the School’s employment.  
    2. Take all necessary steps to ensure that authorized personnel do not share their Clearinghouse website usernames and passwords with other individuals or entities.
       • The Clearinghouse will institute and maintain reasonable controls to ensure the integrity and security of its database and data transmission systems so that it releases information solely to authorized entities or individuals in accordance with the terms of this Agreement and applicable law.  Such controls will adhere to best practices and standards within the education community related to information security and will include technical, operational and physical controls which will be reflected in a comprehensive information security policy.  The Clearinghouse will provide periodic security training to its employees who operate or have access to the database and data transmission systems. The Clearinghouse agrees to indemnify and hold the School harmless from any direct loss, cost, damage or expense suffered by the School as a direct result of the Clearinghouse’s failure to comply with its obligations under this Agreement.  The Clearinghouse will maintain insurance covering errors and omissions in its data processing operations in the amount of at least two million dollars ($2,000,000).
13. The School may audit the performance by the Clearinghouse of its duties and obligations hereunder at the Clearinghouse offices during normal business hours but no more frequently than annually. Audits require 30 days advanced notice and will be scheduled at a mutually convenient date.
14. The Clearinghouse will not retain or release personally identifiable information provided by the School except as specifically authorized under this Agreement. The Clearinghouse may retain, or release information received from the School under this Agreement that is in aggregate or statistical form and does not contain Social Security numbers or other personally identifiable information.  The School retains full ownership rights to the information in the education records it provides to the Clearinghouse. Upon termination of this agreement, the Clearinghouse will immediately discontinue use of any information that has been provided to it by the School.  The Clearinghouse agrees to destroy all information provided under this Agreement: (1) at the School’s request; (2) when the data is no longer needed to achieve this Agreement’s purposes, (3) upon termination of this Agreement, or (4) as otherwise required by State or Federal law. School agrees that Clearinghouse may maintain data provided by the State, when such data is needed to satisfy audit or other State and Federal legal and regulatory requirements. Certification of this destruction will be at the School’s request per the Clearinghouse’s data deletion policy, or as otherwise may be required by the School.
15. In the event School is required by law or regulation to provide parents or eligible students, access to, or correction of student data, Clearinghouse agrees to facilitate access and correction of data shared under this Agreement
16. The School agrees to acknowledge in all internal and external reports, presentations, publications, press releases, and/or research announcements that utilize StudentTracker data that the source of the data is the StudentTracker service from the National Student Clearinghouse.
17. The School agrees to provide all notices to the Clearinghouse under this Agreement to:
    1. National Student Clearinghouse
    2. 2300 Dulles Station Blvd., Suite 220
    3. Herndon, VA 20171
    4. Attn: Contract Administrator  
    5. Electronically: contracts@studentclearinghouse.org  Fax: 703-742-4234
18. The Clearinghouse agrees to provide all notices under this Agreement to SchooLinks.  
19. The Clearinghouse considers SchooLinks its primary contact for all operational and systems issues unless otherwise instructed in writing by the School.
20. The effective date of this Agreement is the date by which it is signed by both parties.  This Agreement will remain in effect as long as School has an active account with SchooLinks for the services provided under this Agreement and SchooLinks and the Clearinghouse have an active agreement whereby SchooLinks is permitted to offer these services on behalf of the Clearinghouse.  The parties agree that any subsequent modifications to this Agreement will be made only in writing.  The Clearinghouse may assign this Agreement without consent to a successor or wholly owned subsidiary.
21. All representations, warranties, disclaimers of liabilities, indemnifications, and covenants between the parties will survive the termination of this Agreement for any reason and in any manner and will remain in full force and effect between the parties.

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