Common use of Survival and Material Breach Clause in Contracts

Survival and Material Breach. It is understood and agreed that the provisions of this Section shall survive the termination or expiration of this Agreement. Moreover, it is further understood and agreed that Vendor's non-compliance with any of its obligations and responsibilities under this Section shall constitute a material breach of this Agreement, and the Board also shall have the right to withhold payments due under this Agreement until Vendor remedies any and all such non-compliance to the Board's reasonable satisfaction. EXHIBIT C Information, Integration, and Data Management Standards Information, Integrations, and Data Management are central capabilities needed to deliver information optimally, and to realize service value. Within most modern solutions data and interfacing is needed for both internal CPS and external systems. Vendor must capabilities must include the following, at a minimum: ● Must employ experts to work, in collaboration with CPS IT and business experts ● Aligned with district academic and administrative data management programs, which include aligning with IMS Global Standard for open operability, or allowing for open data exchange (for all data within the proposed system) using sfp, 3rd party API’s like Clever, or an open API for data exchanges. ● Ability to maintain logs of activities, status, and functional state of the solution ● Have an application architecture built with security in mine, using the latest industry techniques ● The hosted environment must be redundant, with no single points of failure, and have the capacity to handle District demands, and have the capabilities needed to recover from data loss or corruption ● Able to enable reporting and analytics (BI) ● Able to schedule routine imports and exports of data in an automated fashion ● Quality controls for data management within the user interface, and within data synchronization routines ● Leverage the CPS system of record for identity and access management (Rapid ID / XXXX for single sign on) ● For third party integrations - Document purpose, data exchanges, utility of integration, method of integrations, provide geography of operations, the name of the third party, and a formal CPS IT approval ● For educational platforms, support One-roster / IMS Global protocols A more comprehensive explanation of the requirements above are described in the sections below.

Survival and Material Breach. It is understood and agreed that the provisions of this Section shall survive the termination or expiration of this Agreement. Moreover, it is further understood and agreed that Vendor's non-compliance with any of its obligations and responsibilities under this Section shall constitute a material breach of this Agreement, and the Board also shall have the right to withhold payments due under this Agreement until Vendor remedies any and all such non-compliance to the Board's reasonable satisfaction. EXHIBIT C D Information, Integration, and Data Management Standards Information, Integrations, and Data Management are central capabilities needed to deliver information optimally, and to realize service value. Within most modern solutions data and interfacing is needed for both internal CPS and external systems. Vendor must capabilities must include the following, at a minimum: ● Must employ experts to work, in collaboration with CPS IT and business experts ● Aligned with district academic and administrative data management programs, which include aligning with IMS Global Standard for open operability, or allowing for open data exchange (for all data within the proposed system) using sfp, 3rd party API’s like Clever, or an open API for data exchanges. .. ● Ability to maintain logs of activities, status, and functional state of the solution ● Have an application architecture built with security in mine, using the latest industry techniques ● The hosted environment must be redundant, with no single points of failure, and have the capacity to handle District demands, and have the capabilities needed to recover from data loss or corruption ● Able to enable reporting and analytics (BI) ● Able to schedule routine imports and exports of data in an automated fashion ● Quality controls for data management within the user interface, and within data synchronization routines ● Leverage the CPS system of record for identity and access management (Rapid ID / XXXX for single sign on) ● For third party integrations - Document purpose, data exchanges, utility of integration, method of integrations, provide geography of operations, the name of the third party, and a formal CPS IT approval ● For educational platforms, support One-roster / IMS Global protocols A more comprehensive explanation of the requirements above are described in the sections below.

Survival and Material Breach. It is understood and agreed that the provisions of this Section shall survive the termination or expiration of this Agreement. Moreover, it is further understood and agreed that Vendor's non-compliance with any of its obligations and responsibilities under this Section shall constitute a material breach of this Agreement, and the Board also shall have the right to withhold payments due under this Agreement until Vendor remedies any and all such non-compliance to the Board's reasonable satisfaction. EXHIBIT C D Information, Integration, and Data Management Standards Information, Integrations, and Data Management are central capabilities needed to deliver information optimally, and to realize service value. Within most modern solutions data and interfacing is needed for both internal CPS and external systems. Vendor must capabilities must include the following, at a minimum: ● Must employ experts to work, in collaboration with CPS IT and business experts ● Aligned with district academic and administrative data management programs, which include aligning with IMS Global Standard for open operability, or allowing for open data exchange (for all data within the proposed system) using sfp, 3rd party API’s like Clever, or an open API for data exchanges. ● Ability to maintain logs of activities, status, and functional state of the solution ● Have an application architecture built with security in mine, using the latest industry techniques ● The hosted environment must be redundant, with no single points of failure, and have the capacity to handle District demands, and have the capabilities needed to recover from data loss or corruption ● Able to enable reporting and analytics (BI) ● Able to schedule routine imports and exports of data in an automated fashion ● Quality controls for data management within the user interface, and within data synchronization routines ● Leverage the CPS system of record for identity and access management (Rapid ID / XXXX for single sign on) ● For third party integrations - Document purpose, data exchanges, utility of integration, method of integrations, provide geography of operations, the name of the third party, and a formal CPS IT approval ● For educational platforms, support One-roster / IMS Global protocols A more comprehensive explanation of the requirements above are described in the sections below.

Survival and Material Breach. It is understood and agreed that the provisions of this Section shall survive the termination or expiration of this Agreement. Moreover, it is further understood and agreed that Vendor's non-compliance with any of its obligations and responsibilities under this Section shall constitute a material breach of this Agreement, and the Board also shall have the right to withhold payments due under this Agreement until Vendor remedies any and all such non-compliance to the Board's reasonable satisfaction. EXHIBIT C Exhibit D Information, Integration, and Data Management Standards Information, Integrations, and Data Management are central capabilities needed to deliver information optimally, and to realize service value. Within most modern solutions data and interfacing is needed for both internal CPS and external systems. Vendor must capabilities must include the following, at a minimum: ● Must employ experts to work, in collaboration with CPS IT and business experts ● Aligned with district academic and administrative data management programs, which include aligning with IMS Global Standard for open operability, or allowing for open data exchange (for all data within the proposed system) using sfp, 3rd party API’s like Clever, or an open API for data exchanges. ● Ability to maintain logs of activities, status, and functional state of the solution ● Have an application architecture built with security in mine, using the latest industry techniques ● The hosted environment must be redundant, with no single points of failure, and have the capacity to handle District demands, and have the capabilities needed to recover from data loss or corruption ● Able to enable reporting and analytics (BI) ● Able to schedule routine imports and exports of data in an automated fashion ● Quality controls for data management within the user interface, and within data synchronization routines ● Leverage the CPS system of record for identity and access management (Rapid ID / XXXX for single sign on) ● For third party integrations - Document purpose, data exchanges, utility of integration, method of integrations, provide geography of operations, the name of the third party, and a formal CPS IT approval ● For educational platforms, support One-roster / IMS Global protocols A more comprehensive explanation of the requirements above are described in the sections below.