This Purchase Order is a contractual agreement between KIPP DC Public Charter Schools (“KIPP DC”) and the Supplier named in the Purchase Order (“Supplier”). By accepting this order, Supplier agrees to the Terms and Conditions outlined below. Acceptance by KIPP DC of any of the goods and services outlined in this Purchase Order does not constitute acceptance of any terms, conditions, or provisions proposed by Supplier, whether contained in Supplier’s quote, invoice, order acknowledgement, standard terms of sale, website terms of use, or any other documentation. No such Supplier terms shall become part of the agreement between the parties unless expressly agreed to in writing and signed by an authorized representative of KIPP DC. By submitting an invoice for payment under this Purchase Order, Supplier reaffirms its acceptance of these Terms and Conditions in their entirety.
- Authorization of Work.
Supplier acknowledges that only an authorized KIPP DC Purchase Order creates an obligation for payment. KIPP DC shall not be responsible for payment for goods or services provided before issuance of a Purchase Order or outside the scope of an authorized Purchase Order unless expressly approved in writing by an authorized KIPP DC representative. - Compensation.
The fees specified in the Purchase Order will be the sole compensation for the services provided by the Supplier. The Supplier is otherwise responsible for its own expenses. The Contractor will submit invoices as specified in the Purchase Order and will include in each invoice sufficient information to support the invoiced work and any other data requested by KIPP DC. KIPP DC will pay undisputed invoices within 30 days of receipt of the final invoice. KIPP DC may withhold payment of any invoiced amount that is reasonably disputed in good faith pending resolution of the dispute. - Compliance with Laws; Nondiscrimination.
Supplier shall comply with all applicable federal, state, District of Columbia, and local laws, regulations, ordinances, and governmental requirements applicable to Supplier’s performance under this Purchase Order. Supplier shall not discriminate against any employee, applicant for employment, student, or individual on the basis of race, color, national origin, religion, sex, age, disability, sexual orientation, gender identity or expression, marital status, or any other characteristic protected by applicable law. - Tax Exempt Status.
KIPP DC is exempt from District of Columbia sales and use tax where applicable. Supplier shall not charge taxes for which KIPP DC provides a valid exemption certificate. - Independent Contractor.
It is the express intention of the Parties that the Supplier shall work as an independent contractor, and not an employee, agent, joint venturer, or partner of KIPP DC. Nothing in the Purchase Order or these Terms and Conditions shall be interpreted or construed as creating or establishing an employment relationship between Contractor and KIPP DC. Supplier will have sole responsibility for all tax returns and payments required by any federal, state, or local tax authority in connection with Supplier’s performance of services and receipt of fees under the Purchase Order. Supplier will maintain workers’ compensation insurance appropriate to the nature of the services. Supplier understands that KIPP DC will not withhold income, social security, or Medicare taxes, make unemployment or disability insurance contributions, or obtain workers’ compensation insurance on Supplier’s behalf. Supplier agrees to defend, indemnify, and hold KIPP DC harmless from any and all claims made by an entity on account of an alleged failure by Supplier to satisfy any such tax or withholding obligation. This provision will continue to be effective after termination of the Purchase Order. - Access to KIPP DC’s Property.
KIPP DC will make KIPP DC’s facilities available to the Supplier as is reasonably necessary for performing the services and, unless otherwise agreed upon given the nature of the work, in accordance with KIPP DC’s access, hours of operation, and security policies. KIPP DC will retain sole ownership of all media, documents, records, equipment, and other physical or intellectual property that KIPP DC makes available to the Supplier and any copies thereof. At KIPP DC’s request, and upon termination of the Purchase Order, the Supplier will promptly return to KIPP DC any property in the Supplier’s possession. - Confidentiality.
While rendering Services outlined in the Purchase Order, Supplier may be exposed either in writing, orally, or through observation of KIPP DC to confidential and/or proprietary information (“Confidential Information”). Confidential Information includes, but is not limited to, student information, data, documents, strategies, personnel information, and other business and/or technical information, or any information marked with KIPP DC’s confidential markings. Confidential Information also includes any information KIPP DC identifies to Supplier, orally or in writing, as confidential or proprietary, regardless of the medium in which it is recorded. The Supplier shall use Confidential Information only for the purposes of carrying out the services described in the Purchase Order, and for no other purpose. Supplier’s obligations under this section shall survive termination or expiration of this Purchase Order. - Data Privacy, Security & FERPA Compliance.
The parties to the Purchase Order will observe such regulations, standards, policies, and procedures as are necessary to meet the requirements for safeguarding the confidentiality of information under Title 34, Federal Regulations, Family Educational Rights and Privacy Act (FERPA).If Supplier’s work requires access to personally identifiable student information, Supplier is designated a “school official” with a legitimate educational interest in that information under FERPA, 34 C.F.R. § 99.31(a)(1). Supplier will: (a) use the information only to provide the goods or services under the Purchase Order, never for marketing or data-mining; (b) not share it with any third party without KIPP DC’s prior written consent, except as required by law, in which case Supplier will notify KIPP DC before disclosing, unless the law prohibits notice; and (c) return or securely destroy it (including any copies held by subcontractors) when the Purchase Order ends or KIPP DC requests it, and certify that destruction in writing if asked.Supplier will maintain reasonable administrative, technical, and physical safeguards to protect KIPP Data, any student, employee, financial, or other confidential or personal information KIPP DC shares with Supplier or Supplier obtains under the Purchase Order, from unauthorized access, use, disclosure, alteration, or loss.Supplier will notify KIPP DC at support@kippdc.org in writing within 72 hours of discovering any actual or suspected unauthorized access to, disclosure of, or loss of KIPP Data (a “Security Incident”), and will cooperate with KIPP DC’s investigation and any required notifications. Supplier will not notify affected individuals, regulators, or other third parties directly without KIPP DC’s prior written consent, unless required by law. If a Security Incident results from Supplier’s failure to comply with this section, Supplier bears the cost of investigating and fixing it.Supplier will not store or transmit KIPP Data outside the United States without KIPP DC’s prior written consent and will not sell, rent, or use KIPP Data for advertising or marketing.Supplier will hold any subcontractor or agent who accesses KIPP Data to these same requirements in writing and remains responsible for their compliance.
- Publicity.
Supplier will not use any KIPP DC trademarks in, or identify KIPP DC as a customer in, any promotional, advertising, investment, or other material, or in any website, press release, or other public communication, without first obtaining KIPP DC’s prior written consent. - Insurance.
Supplier shall, at its own expense, obtain and maintain reasonable insurance coverage for their personnel, agents, and/or employees against liability for damage, loss, or any other claims in connection with Supplier’s performance under the Purchase Order. Upon request of KIPP DC, Supplier agrees to provide documentary proof of all such insurance. KIPP DC shall be named as an additional insured (other than under workers’ compensation and professional liability policies), and Supplier’s coverage shall be primary and non-contributory. Supplier’s policies shall include a waiver of subrogation in favor of KIPP DC. Supplier shall provide KIPP DC with a current Certificate of Insurance evidencing the required coverage before commencing any work and shall provide at least thirty (30) days’ prior written notice of any cancellation, non-renewal, or material reduction in coverage. KIPP DC may adjust the required coverage amounts for a particular Purchase Order based on the nature and risk of the engagement. - Indemnification.
The Supplier will indemnify and hold KIPP DC and its directors, officers, employees, agents, and assigns harmless against all claims, liabilities, losses, damages, and expenses, including, but not limited to, claims arising from death or personal injury, attorneys’ fees, and taxes and insurance contributions for which the Supplier has responsibility plus penalties and interest, which may arise directly or indirectly from (i) any breach by the Supplier of the Purchase Order or these Terms and Conditions; (ii) any other act or omission by the Supplier; (iii) any claims to the effect that the Supplier’s Deliverables violate the intellectual property rights of any third parties; (iv) any claims by suppliers, creditors, or other persons in a relationship with the Contractor; or (v) any claims relating to tax, insurance contributions, workers’ compensation law, or other laws applicable to the Supplier. The Supplier will have no obligation to indemnify KIPP DC to the extent the liability is caused by KIPP DC’s gross negligence or willful misconduct. Without limiting the foregoing, Supplier shall indemnify, defend, and hold harmless KIPP DC from any claim that Supplier’s deliverables infringe, misappropriate, or violate the intellectual property or proprietary rights of any third party. - Limitation of Liability.
Except for Supplier’s indemnification obligations, breach of the Confidentiality or Data Privacy, Security & FERPA Compliance sections of these Terms and Conditions, or damages arising from Supplier’s gross negligence or willful misconduct, KIPP DC’s aggregate liability arising out of or related to a Purchase Order shall not exceed the total fees paid or payable to Supplier under that Purchase Order in the twelve (12) months preceding the claim, and in no event shall KIPP DC be liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, even if advised of the possibility of such damages. - Intellectual Property; Work Product.
Unless the parties agree otherwise in writing, everything Supplier creates specifically for KIPP DC under a Purchase Order (“Work Product”) belongs to KIPP DC. Where the law treats it as “work made for hire,” it is owned by KIPP DC upon creation. Where it is not, Supplier assigns all rights in it to KIPP DC upon creation. Supplier keeps ownership of its own pre-existing tools and materials and gives KIPP DC a free, permanent license to use them to the extent they’re built into the Work Product. - Force Majeure.
In the event KIPP DC school facilities are closed or performance under the Purchase Order is made impossible due to an Act of God, extreme weather conditions, acts of war or terrorism, riots, labor disputes, epidemic, pandemic, disease outbreak, public health crisis or emergency, government order or regulation, or for any other reason making it necessary to close one or more KIPP DC school facilities or making performance under the Purchase Order impossible, neither party shall be liable under the Purchase Order or these Terms and Conditions for any delay or failure in performance of the Purchase Order or these Terms and Conditions provided that the party relying on such event(s) gives written notice to the other party of the cause and anticipated duration of delay or failure in performance within 30 days of occurrence. - Background Checks.
Supplier represents and warrants that no employee, agent, or subcontractor with a sex offense conviction or registration requirement involving abuse, neglect, or exploitation of a minor will work at a KIPP DC facility or have any contact with KIPP DC students under this Purchase Order. Before any personnel with direct student contact or unsupervised facility access begins work, Supplier must ensure they have completed an FBI criminal background check and must provide this documentation upon request. Any breach of this provision is a material breach of the Purchase Order and is ground for immediate termination as set forth below. - Termination.
The Purchase Order may be terminated by either KIPP DC or the Supplier, at any time, by giving thirty (30) days’ written notice of termination. Such notice may be given at any time for any reason, with or without cause. Termination of the Purchase Order will not affect the obligations of either party arising out of events or circumstances occurring prior to such termination. In addition, KIPP DC may terminate the Purchase Order immediately upon written notice if Supplier materially breaches these Terms and Conditions and fails to cure such breach within ten (10) business days after receiving written notice describing the breach, or such longer period as KIPP DC may agree to in writing. Termination for cause shall not limit KIPP DC’s other rights or remedies at law or in equity. - Governing Laws.
This Purchase Order and these Terms and Conditions are to be construed in accordance with and governed by the internal laws of the District of Columbia. Any dispute arising out of or relating to a Purchase Order shall be brought exclusively in the courts of the District of Columbia, and the parties consent to the personal jurisdiction of such courts. In any action to enforce these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief awarded. - Modification or Amendment.
No amendment, change, or modification to the Purchase Order or these Terms and Conditions shall be valid unless it is in writing and signed by both parties. - Severability.
The Supplier further agrees that if one or more provisions of these Terms and Conditions are held to be illegal or unenforceable under applicable District of Columbia law, such illegal or unenforceable portion(s) shall be limited or excluded from these Terms and Conditions to the minimum extent required so that these Terms and Conditions shall otherwise remain in full force and effect and enforceable in accordance with its terms. - Entire Agreement.
These Terms and Conditions, the Purchase Order, and any documents they reference (such as a statement of work, data protection addendum, or KIPP DC vendor policy) make up the entire agreement between KIPP DC and Supplier and replace any earlier discussions or agreements on the same subject. If these documents conflict, they apply in this order: (a) any signed contract between the parties covering the engagement; (b) these Terms and Conditions; and (c) any referenced statement of work. Any term Supplier includes in a quote, invoice, or other document that conflicts with or adds to these Terms and Conditions does not apply unless KIPP DC agrees to it in a signed writing.