School Partnership Terms
Oppidan US Inc.
These School Partnership Terms (the "Agreement") govern the provision of educational mentoring services by Oppidan US Inc. ("Oppidan," "we," "us," or "our") to educational institutions ("School," "you," or "your"). This Agreement consists of these Terms together with each Order Form or Statement of Work executed by both parties.
1. ENGAGEMENT AND SERVICES
1.1 Scope of Services. The specific services to be provided (the "Services") are described in each Order Form or Statement of Work ("Order Form"). Services may include:
a. Individual and group mentoring sessions
b. College admissions guidance
c. Interview preparation
d. Study skills development
e. Educational program planning
f. Impact Days or multi-day programs
g. Student reports and assessments
1.2 Engagement Period. Each engagement shall commence on the start date specified in the Order Form and shall continue until completion of the Services or earlier termination in accordance with Section 10.
1.3 Service Delivery. Services may be delivered virtually via video conference, in-person at School facilities, or in a hybrid format as specified in the Order Form. Oppidan will use reasonable efforts to meet any scheduled dates, but such dates are estimates only and time for performance is not of the essence.
1.4 Changes to Services. Any material changes to the scope of Services must be agreed in writing by both parties through an amended Order Form.
2. OPPIDAN OBLIGATIONS
2.1 Professional Standards. Oppidan shall provide Services with the reasonable care and skill expected of a competent provider of similar educational mentoring services.
2.2 Background Checks. All Oppidan mentors who provide on-site Services will have completed commercially reasonable background checks aligned with the requirements of the given jurisdiction and will have reasonable training relevant to working with students in educational settings.
2.3 Compliance. Oppidan shall comply with all applicable federal, state, and local laws and regulations in performing its obligations under this Agreement.
2.4 Health and Safety. When providing Services on School premises, Oppidan shall use reasonable efforts to observe all health, safety, and security requirements communicated to it by the School.
3. SCHOOL OBLIGATIONS
3.1 Information and Assistance. The School shall provide all information and assistance reasonably requested by Oppidan to perform the Services, including student information necessary for scheduling and service delivery. The School warrants that all information provided is accurate and complete.
3.2 Scheduling. For Impact Days or programs requiring scheduling, the School shall provide a schedule at least seven (7) business days before the event. Schedules should include appropriate breaks for mentors. If the School delays the start of services, Oppidan will use reasonable efforts to accommodate but cannot guarantee completion of all scheduled sessions.
3.3 Changes and Cancellations. The School may request changes to scheduled dates by providing at least four (4) weeks' advance written notice. Oppidan will use reasonable efforts to accommodate such requests but cannot guarantee availability. Cancellations made with less than four (4) weeks' notice may result in fees as specified in Section 5.3.
3.4 Facilities and Access. For on-site Services, the School shall provide appropriate facilities, including space for sessions, necessary technology, and reasonable access to students during scheduled times.
3.5 School Representative. The School shall designate a representative with sufficient authority to coordinate with Oppidan regarding scheduling, logistics, and other matters related to service delivery.
3.6 Supervision. The School shall maintain at least one school staff member present throughout the provision of Services.
4. STUDENT SAFETY
4.1 Background Checks. Oppidan represents that all mentors providing Services have completed appropriate, commercially reasonable background checks and related training. Upon request, Oppidan will provide documentation of its policies and procedures related to student safety.
4.2 Safety Concerns. If Oppidan mentors identify any safety concerns during service delivery, they shall report such concerns to the School's designated contact as identified by the School.
4.3 Student Accommodations. The School shall notify Oppidan in advance of any student accommodations, learning differences, or special needs that may be relevant to service delivery.
4.4 Photographs and Recording. The School shall notify Oppidan in advance of any students who do not have permission to be photographed or recorded. Oppidan will comply with School policies regarding student images and recordings.
5. FEES, PAYMENT, AND EXPENSES
5.1 Fees. The School shall pay the fees specified in each Order Form (the "Fees"). Unless otherwise stated, Fees are based on the number of students specified in the Order Form.
5.2 Student Number Changes. The School may request an increase or decrease in the number of students by providing at least fourteen (14) days' written notice prior to service delivery. Late cancellations, dropouts, or absences do not reduce the Fee unless the School provides the required notice.
5.3 Cancellation Fees. If the School cancels Services:
a. 30+ days before Start Date: Forfeiture of 50% deposit
b. 29 - 15 days before Start Date: 75% of Total Program Fee
c. 14 days of less before Start Date: 100% of Total Program Fee
The cancellation fees set forth above represent Oppidan's reasonable estimate of expenses incurred and revenue opportunities lost based on the timing of the School's cancellation, including mentor scheduling commitments, administrative costs, and foregone alternative engagements. These fees are liquidated damages and not a penalty.
5.4 Expenses. The School shall reimburse reasonable out-of-pocket expenses incurred by Oppidan in providing Services. Estimated expenses will be included in the Order Form where applicable.
5.5 Invoicing. Unless otherwise specified in the Order Form, Oppidan shall invoice 50% of Fees as a deposit in advance and 50% upon completion of Services. Expense reimbursements may be invoiced separately.
5.6 Payment Terms. Invoices are due within fourteen (14) days of the invoice date unless otherwise specified in the Order Form. Payment shall be made by ACH transfer, or wire transfer to the account specified on the invoice.
5.7 Late Payment. Unpaid amounts shall accrue interest at the rate of 1.5% per month (18% per annum) from the due date until paid in full. Oppidan may suspend Services if payment is more than thirty (30) days overdue.
5.8 Taxes. Fees are exclusive of sales tax, use tax, or other applicable taxes, which shall be added to invoices where required by law.
6. STUDENT DATA AND PRIVACY
6.1 FERPA Compliance. Oppidan acknowledges that it may receive student education records protected by the Family Educational Rights and Privacy Act (FERPA) and shall maintain the confidentiality of such records in accordance with FERPA requirements. Oppidan shall be considered a "school official" with "legitimate educational interests" for purposes of FERPA to the extent it receives student education records from the School.
6.2 Data Protection. Each party shall comply with all applicable federal and state privacy laws, including without limitation the Children's Online Privacy Protection Act (COPPA) and applicable state student privacy laws.
6.3 Use of Student Data. Oppidan shall:
a. Use student data only for the purpose of providing Services to the School;
b. Not sell student data to third parties;
c. Not use student data for marketing or advertising purposes;
d. Implement reasonable security measures to protect student data; and
e. Return or destroy student data upon completion of Services or termination of the Agreement, as directed by the School, except to the extent a parent, legal guardian, or eligible student has elected to convert their account to a personal account pursuant to Section 10.5, in which case only data independently authorized for retention by such individual shall be maintained.
6.4 Third-Party Service Providers. Oppidan may share student data with third-party service providers (such as video conferencing platforms or report generation tools) only to the extent necessary to provide Services and only where such providers agree to maintain the confidentiality and security of student data.
6.5 Data Breach. Oppidan shall notify the School within two (2) business days of becoming aware of any unauthorized access to or disclosure of student data.
6.6 Parental Access. The School retains sole responsibility for responding to any requests from parents or eligible students regarding access to, correction of, or deletion of student education records. Oppidan shall coordinate with the School prior to the conclusion of Services to facilitate notification to parents and eligible students regarding the account conversion option described in Section 10.5.
6.7 Non-FERPA Institutions. If the School is not an educational agency or institution subject to the Family Educational Rights and Privacy Act (FERPA) (for example, because the School does not receive funding from the U.S. Department of Education), then:
a. The provisions of this Agreement that impose obligations specifically arising under FERPA, including, but not limited to Sections 6.1, 6.6, and any references to "education records" as defined under FERPA, shall not apply to the School's engagement;
b. Notwithstanding the foregoing, Oppidan shall continue to comply with all other applicable privacy and data protection obligations under this Agreement, including Section 6.2 (Data Protection), Section 6.3 (Use of Student Data, except for provisions related to return or deletion of data at the completion of the Services), Section 6.4 (Third-Party Service Providers), and Section 6.5 (Data Breach), as well as any applicable state-specific requirements under Section 6.8;
c. In the absence of FERPA's recordkeeping requirements, Oppidan shall retain all student data and records related to the Services for a period of three (3) years following the completion or termination of Services, after which such records shall be securely destroyed unless otherwise directed by the School or required by applicable law; and
d. The School shall identify itself as a non-FERPA institution in theapplicable Order Form or by written notice to Oppidan prior to the commencement of Services.
6.8 State-Specific Requirements. The parties acknowledge that additional student privacy requirements apply based on the state in which the School is located. Oppidan agrees to comply with all applicable state-specific requirements, including but not limited to:
a. For Connecticut based schools:
i. Oppidan shall implement and maintain security procedures consistent with guidance issued pursuant to section 13402(h)(2) of Public Law 111-5 and technical safeguards consistent with 45 CFR § 164.312.
ii. Upon discovery of a breach involving student information (excluding directory information), Oppidan shall notify the School within thirty (30) days.
iii. Upon discovery of a breach involving directory information, student records, or student-generated content, Oppidan shall notify the School within sixty (60) days.
iv. All student-generated content shall be the property of the student or parent/guardian.
v. Connecticut law shall govern rights and duties under this Agreement for Connecticut schools.
vi. This Agreement shall comply with Connecticut's Model Terms of Service Addendum requirements to be valid.
b. For Massachusetts schools:
i. Oppidan complies with 603 CMR 23.00 (Standards for the Protection of Personal Information of Residents of the Commonwealth).
ii. Oppidan has established and implemented a comprehensive written information security program.
iii. Data encryption requirements apply to student data transmitted electronically or stored on portable devices, if any.
c. For New Jersey schools:
i. Oppidan shall comply with the New Jersey Student Data Privacy Act (pending specific implementing regulations) and will work in good faith with the School to execute any addenda required to comply with contractual requirements may apply as regulations are adopted.
ii. Oppidan shall maintain security measures appropriate to the sensitivity of student data.
d. For Florida schools:
i. Oppidan shall comply with Florida Statutes § 1002.22 (Access to Student Records) and § 1002.221 (Limitation on Collection of Information and Disclosure of Confidential and Exempt Student Records).
ii. Student data may only be used for educational purposes and to support the School's mission.
iii. Oppidan shall not use student data for commercial purposes or to market to students or parents.
e. For New York schools:
i. Oppidan shall implement data security and privacy safeguards including:
● Encryption of data at rest and in transit
● Employee training on data privacy and security
● Detailed security breach response procedures
ii. Oppidan shall comply with New York's Parents' Bill of Rights for Data Privacy and Security.
iii. Data breach notification must occur "as soon as practicable" but no later than seven (7) calendar days.
iv. Oppidan may not sell or release student data for marketing purposes.
v. Upon termination or expiration, Oppidan shall delete or return student data within a reasonable timeframe as directed by the School.
7. STUDENT REPORTS AND PARENT COMMUNICATION
7.1 Reports. Where the Order Form includes provision of individual student reports, Oppidan shall deliver such reports to the School within five (5) business days following the4 completion of the applicable Services.
7.2 School Review. The School shall review all reports before they are shared with parents or students and may request reasonable modifications.
7.3 Parental Information. If reports are to be shared directly with parents, the School shall provide parent contact information at least seven (7) days before the relevant Services are delivered.
7.4 Parent Engagement. The School agrees to reasonably facilitate opportunities for Oppidan to communicate with parents about the program structure and objectives, either through live meetings, recorded presentations, or written materials.
8. CONFIDENTIALITY
8.1 Definition of Confidential Information. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or in any other form, including but not limited to:
a. For School Confidential Information: student data (as defined in Section 6), student lists, enrollment information, school policies and procedures, financial information, strategic plans, personnel information, security procedures, facility information, and any information marked or identified as confidential;
b. For Oppidan Confidential Information: proprietary curricula, mentoring methodologies, assessment tools, training materials, business strategies, pricing information, mentor profiles, client lists, and any information marked or identified as confidential.
8.2 Obligations of Confidentiality. Each party agrees to:
a. Hold all Confidential Information in strict confidence;
b. Not disclose Confidential Information to any third party except as permitted under Section 8.4;
c. Not use Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement;
d. Protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;
e. Limit access to Confidential Information to employees, contractors, and agents who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those in this Agreement;
f. Notify the Disclosing Party promptly upon becoming aware of any unauthorized use or disclosure of Confidential Information.
8.3 Term of Confidentiality. The obligations set forth in this Section 8 shall continue for a period of two (2) years following the termination or expiration of this Agreement, except that:
a. Student Data confidentiality obligations survive indefinitely in accordance with FERPA and applicable state law requirements;
b. Trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law;
c. Information relating to school security procedures shall remain confidential indefinitely.
8.4 Permitted Disclosures. Confidential Information may be disclosed:
a. To employees, officers, directors, contractors, subcontractors, consultants, or professional advisors of the Receiving Party who have a legitimate need to know such information and who are bound by written confidentiality obligations at least as protective as those in this Agreement;
b. To the extent required by applicable law, regulation, court order, subpoena, or other legal process, provided that the Receiving Party, to the extent legally permitted: (i) Provides the Disclosing Party with prompt written notice of such requirement (unless prohibited by law); (ii) Cooperates with the Disclosing Party's reasonable efforts to seek protective orders or other appropriate remedies; and (iii) Discloses only that portion of the Confidential Information that is legally required to be disclosed;
c. With the prior written consent of the Disclosing Party; (
d. To third-party service providers who assist in providing the Services (such as video conferencing platforms, scheduling systems, or report generation tools), provided that: (i) Such providers are bound by written confidentiality obligations substantially similar to those in this Agreement; (ii) The disclosure is limited to the minimum information necessary to provide the Services; and (iii) The Receiving Party remains responsible for such service providers' compliance with confidentiality obligations;
e. To the School's board of education, administration, or legal counsel in connection with Oppidan's performance of Services, provided such recipients are informed of the confidential nature of the information;
f. To parents or guardians of students, to the extent necessary for the School to fulfill its obligations under FERPA and other applicable laws.
8.5 Exclusions from Confidential Information. The obligations in this Section 8 do not apply to information that:
a. Was already known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records created prior to such disclosure;
b. Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
c. Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any confidentiality obligation;
d. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records; or
e. Is approved for release by written authorization of the Disclosing Party.
8.6 Return or Destruction of Confidential Information. Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall, at the Disclosing Party's option:
a. Promptly return all Confidential Information in tangible form and all copies thereof in the Receiving Party's possession or control; or
b. Destroy all such Confidential Information and certify in writing to the Disclosing Party that such destruction has been completed.
Notwithstanding the foregoing: (i) The Receiving Party may retain one archival copy of Confidential Information solely for the purpose of determining its ongoing obligations under this Agreement or as required by applicable law or regulation, provided such copy remains subject to the confidentiality obligations herein; (ii) Confidential Information stored on backup systems in accordance with standard document retention policies need not be deleted, provided that such information remains subject to the confidentiality obligations herein and is deleted in the ordinary course of business; (iii) Student Data shall be returned or destroyed in accordance with Section 6.3 and applicable law.
8.7 School References and Marketing. Notwithstanding the confidentiality obligations in this Section 8:
a. Oppidan may identify the School as a client in marketing materials, proposals to prospective clients, and on its website, provided that Oppidan: (i) Does not disclose specific terms of this Agreement or any Order Form; (ii) Does not disclose specific student information; (iii) Obtains School approval for any detailed description of Services provided beyond general descriptions;
b. Either party may use the other party's name and logo in press releases or public announcements relating to the engagement, provided that the content of such materials is approved in writing by both parties prior to release.
8.8 Relationship to Student Data Provisions. The confidentiality obligations in this Section 8 are in addition to, and do not limit, the student data protection obligations set forth in Section 6. To the extent of any conflict between this Section 8 and Section 6 with respect to Student Data, the provisions of Section 6 shall control.
8.9 Injunctive Relief. Each party acknowledges that:
a. A breach or threatened breach of this Section 8 may cause immediate and irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy;
b. In the event of a breach or threatened breach of this Section 8, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the necessity of proving actual damages or posting a bond;
c. Such equitable relief shall be in addition to, and not in lieu of, any other remedies available at law or in equity, including monetary damages.
8.10 No Implied Rights. Nothing in this Agreement:
a. Grants either party any rights, title, interest, or license in or to the Confidential Information of the other party, except for the limited rights expressly set forth in this Agreement;
b. Obligates either party to disclose any Confidential Information to the other party;
c. Creates any obligation for either party to enter into any future agreements or business relationships.
8.11 Data Security Incidents. In addition to the breach notification requirements in Section 6.5 for Student Data, if either party becomes aware of any unauthorized access to, disclosure of, or loss of the other party's Confidential Information, the party experiencing the incident shall:
a. Notify the other party promptly, but in no event later than two (2) business days after becoming aware of the incident;
b. Provide reasonable assistance to the other party in investigating and remediating the incident;
c. Take reasonable steps to mitigate the harm and prevent further unauthorized access or disclosure;
d. Provide the other party with regular updates regarding the investigation and remediation efforts.
9. INTELLECTUAL PROPERTY
9.1 Oppidan Materials. All materials, methodologies, curricula, and intellectual property created or provided by Oppidan (collectively, "Oppidan Materials") shall remain the sole property of Oppidan.
9.2 License to School. Oppidan grants the School a limited, non-exclusive, non-transferable license to use Oppidan Materials solely for the purpose of receiving Services and for internal educational purposes. This license terminates upon completion or termination of the engagement.
9.3 Restrictions. The School shall not reproduce, modify, distribute, or create derivative works from Oppidan Materials without Oppidan's prior written consent, except as necessary to receive Services.
9.4 Student Work. All student work product created during Services shall remain the property of the student and the School.
10. TERM AND TERMINATION
10.1 Term. This Agreement commences on the date of execution and continues until all Services under active Order Forms are completed, unless earlier terminated in accordance with this Section.
10.2 Termination for Cause. Either party may terminate this Agreement upon written notice if:
a. The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice OR
b. The other party ceases business operations, becomes insolvent, or files for bankruptcy.
10.3 Termination for Non-Payment. Oppidan may terminate this Agreement immediately if the School fails to pay undisputed invoices within thirty (30) days of the payment due date.
10.4 Effect of Termination. Upon termination:
a. The School shall immediately pay all outstanding Fees and expenses.
b. Oppidan shall return or destroy student data as directed by the School.
c. Rights and obligations that by their nature should survive termination shall survive, including confidentiality, data protection, intellectual property, limitation of liability, and dispute resolution provisions.
10.5 Account Conversion. Upon expiration or termination of this Agreement or the completion of Services under an Order Form Oppidan may offer parents, legal guardians, or eligible students (as defined under FERPA) the option to convert their School-affiliated account to a personal account, subject to the following conditions: (i) The School shall have been provided at least fourteen (14) days' prior written notice of Oppidan's intent to offer account conversion to participating students and families; (ii) The parent, legal guardian, or eligible student must affirmatively opt in to account conversion by accepting Oppidan's then-current personal terms of service and privacy policy; (iii) Upon conversion, the account and all information contained therein shall be governed exclusively by Oppidan's personal terms of service and privacy policy, and shall no longer be subject to this Agreement or the School's data governance obligations; (iv) Any student data that constitutes education records under FERPA and that was provided by the School (as opposed to information independently provided by the parent or student during the course of Services) shall be handled in accordance with Section 6.3(e) and shall not be retained in the converted account unless the parent or eligible student independently authorizes such retention; (v) If the parent, legal guardian, or eligible student does not affirmatively opt in within thirty (30) days following the expiration or termination of Services, the account shall be handled in accordance with Section 6.3(e) and Section 10.4.
In addition, the School acknowledges that once a parent, legal guardian, or eligible student has converted their account to a personal account, the relationship between that individual and Oppidan is independent of this Agreement, and the School shall have no further rights or obligations with respect to such converted account. Oppidan shall not use the account conversion process as a means to circumvent the data use restrictions set forth in Section 6.3 or to retain student education records beyond what is independently authorized by the parent or eligible student.
11. MARKETING AND PROMOTION
11.1 Collaborative Marketing. Upon confirmation of an engagement, both parties agree to collaborate on marketing the program to relevant stakeholders. Each party's marketing team shall share materials and copy with the other party in advance of publication.
11.2 Use of School Name. Oppidan may identify the School as a client in marketing materials and on its website, subject to School approval of specific references and any of the School’s marks are utilized in a manner consistent with the School’s reasonable guidelines.
11.3 Photography and Media. During Services, Oppidan may take photographs or recordings of School facilities and activities (excluding identifiable students without permission) for use in marketing materials, subject to School review and approval before publication.
11.4 Student Feedback. Oppidan may request student feedback through surveys at the conclusion of Services. All feedback collected shall be anonymized and aggregated before use in marketing materials.
12. LIMITATION OF LIABILITY
12.1 Exceptions to Limitations. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES EITHER PARTY'S LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; (iii) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE AND (iv) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
12.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, OPPIDAN'S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE SCHOOL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF REPLACEMENT SERVICES, REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.4 No Guarantees. Oppidan does not guarantee specific educational outcomes, including student performance improvements, college admissions results, or test score increases.
13. INDEMNIFICATION
13.1 By Oppidan. Oppidan shall indemnify and hold harmless the School from third-party claims arising from Oppidan's gross negligence or willful misconduct in performing Services.
13.2 By School. The School shall indemnify and hold harmless Oppidan from third-party claims arising from: (i) he School's breach of this Agreement; (ii) the School's violation of applicable laws; (iii) injuries occurring on School premises not caused by Oppidan's negligence and (iv) the School's failure to obtain necessary permissions or consents.
14. DISPUTE RESOLUTION
14.1 Good Faith Negotiation. The parties shall first attempt to resolve any dispute through good faith negotiations between senior representatives of each party.
14.2 Mediation. If negotiations fail to resolve the dispute within thirty (30) days, the parties shall attempt to resolve the dispute through mediation before a mutually agreed mediator.
14.3 Litigation. If mediation does not resolve the dispute within sixty (60) days, either party may pursue litigation in the state or federal courts located in the jurisdiction in which the School is located. Each party consents to the exclusive jurisdiction and venue of such courts.
14.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the School operates, without regard to its conflict of law principles.
14.5 Attorneys' Fees. The prevailing party in any litigation shall be entitled to recover its reasonable attorneys' fees and costs.
15. GENERAL PROVISIONS
15.1 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
15.2 Amendments. This Agreement may be amended only by a written document signed by authorized representatives of both parties.
15.3 Waiver. No waiver of any provision shall be effective unless in writing. A waiver of one breach does not constitute a waiver of any subsequent breach.
15.4 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that Oppidan may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all its assets.
15.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
15.6 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, labor disputes, or governmental actions.
15.7 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.8 Notices. All notices under this Agreement shall be in writing and delivered by email (with confirmation receipt), certified mail, or courier to the addresses specified in the Order Form. Notices are deemed delivered upon receipt.
15.9 Counterparts and Electronic Signatures. This Agreement and Order Forms may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same legal effect as original signatures.
15.10 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and does not create any third-party beneficiary rights.
16. DEFINITIONS
The following terms have the meanings set forth below:
"Impact Day" means an event during which Oppidan visits the School and provides Services, the duration of which may vary.
"Mentors" means Oppidan personnel engaged to provide Services on behalf of Oppidan.
"Order Form" means each written agreement (including via email) between the parties that describes specific Services to be provided, Fees, scheduled dates, and other engagement-specific terms.
"Services" means the educational mentoring services described in each Order Form.
"Student Data" means any data or information about students, including personally identifiable information and education records as defined under FERPA.
17. ACCEPTANCE
By engaging our services, creating an account, or making payment, you acknowledge that you have read, understood, and agree to be bound by these School Partnership Terms.
We are delighted that you have chosen to work with Oppidan US Inc. We look forward to supporting your school.
Last Updated: 17th February 2026