Common use of External Terms Clause in Contracts

External Terms. This Agreement completely supplants, replaces, and overrides all other terms and conditions or agreements, written or oral, concerning Contractor’s performance or provision of goods or services under this Agreement (External Terms). External Terms are null and void and will have no effect under this Agreement, even if University or its employees, contractors, or agents express assent or agreement to External Terms. External Terms include any shrinkwrap, clickwrap, browsewrap, web-based terms and conditions of use, and any other terms and conditions displayed in any format that University or its employees, contractors, or agents are required to accept or agree to before or in the course of accessing or using any goods or services provided by Contractor.] [Note: A model FERPA Confidentiality and Security Addendum that meets the minimum contracting requirements of FERPA is attached as an exhibit to this Agreement template. BEFORE A UT INSTITUTION EXECUTES THIS AGREEMENT, it is the UT Institution’s sole responsibility to (1) identify what categories and or sources of FERPA Data, if any, Contractor will access, create or maintain on behalf of University pursuant to this Agreement, (2) ensure that the template is accurate as of the Effective Date as well as the date this Agreement is signed by the UT Institution; (3) confirm the FERPA Confidentiality And Security Addendum is suitable given the terms of the contract to which it is attached; and (4) ensure that any modifications to the model FERPA Confidentiality And Security Addendum have been reviewed and approved for compliance with FERPA by the UT Institution’s representative that is responsible for FERPA compliance.]

External Terms. This Agreement completely supplants, replaces, and overrides all other terms and conditions or agreements, written or oral, concerning Contractor’s performance or provision of goods or services under this Agreement (“External Terms”). The External Terms are null and void and will have no effect under this Agreement, even if regardless of whether University or its employees, contractors, or agents express assent or agreement to the External Terms. The External Terms include any shrinkwrap, clickwrap, browsewrap, web-based terms and conditions of use, and any other terms and conditions displayed in any format that University or its employees, contractors, or agents are required to accept or agree to before or in the course of accessing or using any goods or services provided by Contractor.] [NoteNOTE: A model FERPA Confidentiality and Security Addendum that meets the minimum contracting requirements of FERPA is attached as an exhibit to this Agreement template. BEFORE A UT INSTITUTION EXECUTES THIS AGREEMENT, it is the UT Institution’s sole responsibility to (1) identify what categories and or sources of FERPA Data, if any, Contractor will access, create or maintain on behalf of University pursuant to this Agreement, (2) ensure that the template is accurate as of the Effective Date as well as the date this Agreement is signed by the UT Institution; (3) confirm the FERPA Confidentiality And Security Addendum is suitable given the terms of the contract to which it is attached; and (4) ensure that any modifications to the model FERPA Confidentiality And Security Addendum have been reviewed and approved for compliance with FERPA by the UT Institution’s representative that is responsible for FERPA compliance.]

External Terms. This Agreement completely supplants, replaces, and overrides all other terms and conditions or agreements, written or oral, concerning Contractor’s performance or provision of goods or services under this Agreement (“External Terms”). The External Terms are null and void and will have no effect under this Agreement, even if regardless of whether University or its employees, contractors, or agents express assent or agreement to the External Terms. The External Terms include any shrinkwrap, clickwrap, browsewrap, web-based terms and conditions of use, and any other terms and conditions displayed in any format that University or its employees, contractors, or agents are required to accept or agree to before or in the course of accessing or using any goods or services provided by Contractor.] [NoteNOTE: A model FERPA Confidentiality and Security Addendum that meets the minimum contracting requirements of FERPA is attached as an exhibit to this Agreement template. BEFORE A UT INSTITUTION EXECUTES THIS AGREEMENT, it is the UT Institution’s sole responsibility to (1) identify what categories and or sources of FERPA Data, if any, Contractor will access, create or maintain on behalf of University pursuant to this the Agreement, (2) ensure that the template is accurate as of the Effective Date as well as the date this Agreement is signed by the UT Institution; (3) confirm the FERPA Confidentiality And Security Addendum is suitable given the terms of the contract to which it is attached; and (4) ensure that any modifications to the model FERPA Confidentiality And Security Addendum have been reviewed and approved for compliance with FERPA by the UT Institution’s representative that is responsible for FERPA compliance.]

External Terms. This Agreement completely supplants, replaces, and overrides all other terms and conditions or agreements, written or oral, concerning Contractor’s performance or provision of goods or services under this Agreement (External Terms). External Terms are null and void and will have no effect under this Agreement, even if University or its employees, contractors, or agents express assent or agreement to External Terms. External Terms include any shrinkwrap, clickwrap, browsewrap, web-based terms and conditions of use, and any other terms and conditions displayed in any format that University or its employees, contractors, or agents are required to accept or agree to before or in the course of accessing or using any goods or services provided by Contractor.] [Note: A model FERPA Confidentiality and Security Addendum that meets the minimum theminimum contracting requirements of FERPA is attached as an exhibit to this Agreement templateAgreementtemplate. BEFORE A UT INSTITUTION EXECUTES THIS AGREEMENT, it is the UT xxxXX Institution’s sole responsibility to (1) identify what categories and or sources of FERPA Data, if any, Contractor will access, create or maintain on behalf of University pursuant to this Agreement, (2) ensure that the template is accurate as of the Effective Date as well as the date this Agreement is signed by the UT Institution; (3) confirm the FERPA Confidentiality And Security Addendum is suitable given the terms of the contract to which it is attached; and (4) ensure that any modifications to the model FERPA Confidentiality And Security Addendum have been reviewed and reviewedand approved for compliance with FERPA by the UT Institution’s representative that is responsible for FERPA compliance.]

External Terms. This Agreement completely supplants, replaces, and overrides all other terms and conditions or agreements, written or oral, concerning Contractor’s performance or provision of goods or services under this Agreement (External Terms). External Terms are null and void and will have no effect under this Agreement, even if University or its employees, contractors, or agents express assent or agreement to External Terms. External Terms include any shrinkwrap, clickwrap, browsewrap, web-based terms and conditions of use, and any other terms and conditions displayed in any format that University or its employees, contractors, or agents are required to accept or agree to before or in the course of accessing or using any goods or services provided by Contractor.] [Note: A model FERPA Confidentiality and Security Addendum that meets the minimum contracting requirements of FERPA is attached as an exhibit to this Agreement template. BEFORE A UT INSTITUTION EXECUTES THIS AGREEMENT, it is the UT Institution’s sole responsibility to (1) identify what categories and or sources of FERPA Data, if any, Contractor will access, create or maintain on behalf of University pursuant to this Agreement, (2) ensure that the template is accurate as of the Effective Date as well as the date this Agreement is signed by the UT Institution; (3) confirm the FERPA Confidentiality And Security Addendum is suitable given the terms of the contract to which it is attached; and (4) ensure that any modifications to the model FERPA Confidentiality And Security Addendum have been reviewed and approved for compliance with FERPA by the UT Institution’s representative that is responsible for FERPA compliance.]] E

External Terms. This Agreement completely supplants, replaces, and overrides all other terms and conditions or agreements, written or oral, concerning Contractor’s performance or provision of goods or services under this Agreement (External Terms). External Terms are null and void and will have no effect under this Agreement, even if University or its employees, contractors, or agents express assent or agreement to External Terms. External Terms include any shrinkwrap, clickwrap, browsewrap, web-based terms and conditions of use, and any other terms and conditions displayed in any format that University or its employees, contractors, or agents are required to accept or agree to before or in the course of accessing or using any goods or services provided by Contractor.] [Note: A model FERPA Confidentiality and Security Addendum that meets the minimum contracting requirements of FERPA is attached as an exhibit to this Agreement template. BEFORE A UT INSTITUTION EXECUTES THIS AGREEMENT, it is the UT Institution’s sole responsibility to (1) identify what categories and or sources of FERPA Data, if any, Contractor will access, create or maintain on behalf of University pursuant to this Agreement, (2) ensure that the template is accurate as of the Effective Date as well as the date this Agreement is signed by the UT Institution; (3) confirm the FERPA Confidentiality And Security Addendum is suitable given the terms of the contract to which it is attached; and (4) ensure that any modifications to the model FERPA Confidentiality And Security Addendum have been reviewed and approved for compliance with FERPA by the UT Institution’s representative that is responsible for FERPA compliance.]] SAMPLE