# Educational Sample District Service Agreement > **FICTIONAL EDUCATIONAL EXAMPLE — NOT FOR SIGNATURE — NOT LEGAL ADVICE** > > This document was invented for the Mini MBA course. It contains **intentionally ambiguous and risky provisions** for learners to identify. It is not suitable for a > real district or cooperative and has not been adapted to any jurisdiction. ## 1. Parties and purpose This Educational Service Agreement (“Agreement”) is between the fictional **North Valley Special Education Cooperative** (“Cooperative”) and the fictional **Alder Public School District** (“District”). The parties intend for the Cooperative to support selected special education evaluation and related-service functions. ## 2. Definitions and documents “Services” means the activities described in this Agreement and any request the District reasonably identifies as related to special education. “Student Information” means information relating to a student. The proposal, District purchase order, Cooperative service guide, and District technology policies are incorporated by reference. If documents conflict, the most recent document controls. ## 3. Scope, deliverables, and service levels The Cooperative will provide: 1. up to 1.5 FTE of school-psychology capacity during the District calendar; 2. evaluation planning, assessment, consultation, and reports within applicable timelines; 3. participation in meetings when reasonably requested; 4. a monthly aggregate activity report; and 5. other services needed for the District’s program. The District will provide timely referrals, records, workspace, system access, family and staff coordination, and notice of meetings. The Cooperative will use reasonable efforts to replace absent personnel within two business days and will meet all District service standards as they change. ## 4. Fees, allocation, reimbursement, and invoices The District will pay an annual service fee of **$285,000**, invoiced in four equal installments on July 1, October 1, January 1, and April 1. Travel beyond the normal service area and specialized materials are reimbursable at cost. Additional requested work may be billed at the Cooperative’s then-current rate. Invoices are due within 30 days. The District may withhold any disputed amount until the dispute is resolved. Late undisputed amounts accrue a service charge of 1.5% per month or the maximum lawful amount, whichever is lower. ## 5. Term, renewal, and amendment The term is July 1, 2026 through June 30, 2027. It automatically renews for successive one-year terms unless either party gives written nonrenewal notice at least 30 days before expiration. The parties may amend this Agreement in writing signed by authorized representatives, but email approval by either project manager is sufficient for operational changes. ## 6. Termination Either party may terminate for material breach if the breach is not cured within 15 days after notice. The District may terminate for convenience on 10 days’ notice. On termination, the District will pay for accepted Services through the termination date. The Cooperative will assist transition at no added charge and will continue any service the District considers necessary for students. ## 7. Personnel and subcontractors The Cooperative controls selection, supervision, compensation, and assignment of its personnel and will verify required credentials and checks. The Cooperative may use qualified subcontractors. All subcontractor acts are deemed acts of the Cooperative. District policies supplied to the Cooperative apply to all personnel. ## 8. Insurance The Cooperative will maintain commercially reasonable insurance, including professional liability, cyber coverage, workers’ compensation, and general liability. Coverage will be sufficient for any potential claim. The District may request additional limits at any time without changing the fee. ## 9. Indemnification and limitation of liability The Cooperative will indemnify, defend, and hold harmless the District and its officials from every claim, loss, fine, cost, or expense in any way related to the Services, including matters caused in part by the District. The District will promptly notify the Cooperative of a claim. The District’s total liability will not exceed fees paid in the prior three months. The Cooperative’s liability is unlimited. Neither party is liable for indirect damages, except this exclusion does not limit the Cooperative’s duties. ## 10. Confidentiality, student records, and data security The parties will protect confidential information using reasonable safeguards. The Cooperative is a school official with legitimate educational interest for all District students and may use Student Information to improve services, develop internal tools, and support related educational purposes. The Cooperative may disclose information to subcontractors that agree to confidentiality. The Cooperative will notify the District of a suspected security incident immediately and reimburse all response costs. The Cooperative may retain copies of records as long as useful for professional or business purposes. On request, it will attempt to delete District data unless deletion is impractical. ## 11. Records retention and audit The Cooperative will retain all records for seven years after the Agreement ends. The District, its auditors, and any funding agency may inspect any Cooperative record on 24 hours’ notice. The Cooperative will provide staff and copies without charge. Legal holds and records laws control where applicable. ## 12. Compliance with law Each party will comply with all applicable federal, state, and local law, including special education, student privacy, accessibility, employment, safety, licensure, procurement, public-records, and funding requirements. The Cooperative guarantees that the District will remain fully compliant whenever it follows the Cooperative’s recommendations. ## 13. Intellectual property Each party retains preexisting materials. Reports prepared specifically for a student may be used by the District for educational purposes. All methods, templates, aggregate insights, and improvements developed during the Services belong exclusively to the Cooperative, including those derived from Student Information. ## 14. Disputes, governing law, and venue Project managers will first attempt to resolve disputes. Unresolved disputes will be submitted to binding arbitration or a court selected by the District. The law of the District’s state governs, and venue is wherever the District chooses. The Cooperative will continue Services during any dispute. ## 15. Force majeure Neither party is responsible for delay caused by events beyond reasonable control. Staffing shortages, funding changes, technology failures, weather, public-health events, and vendor failures are events beyond reasonable control. The affected party will notify the other when practicable. ## 16. Notices Formal notices must be delivered by email to the project managers and are effective when sent. Either party may change its notice address orally. ## 17. Entire agreement and order of precedence This Agreement and incorporated materials are the entire agreement. Prior statements do not apply. Despite Section 2, the following order controls: District technology policies, District purchase order, this Agreement, Cooperative proposal, and Cooperative service guide. ## 18. Signatures No signature block is included because this is an educational example not suitable for execution.