Terms and Conditions
Last Updated: January 29, 2025
TERMS AND CONDITIONS FOR ALL UNIVERSITY INSTRUCTORS’ PROGRAMS
These Terms and Conditions constitute a legally binding agreement between purchasers of University Instructors’ products and services (“CLIENT”) and University Instructors LLC (“UI”). This agreement may only be superseded by a signed writing expressly modifying these terms.
1. Scope of Services. UI shall provide professional products and services as described in a Statement of Work (“SOW”), purchase order, or other written agreement signed by authorized representatives of all applicable parties (the “Contracted Services”). No services shall be provided absent a signed document setting forth agreed upon services and payment terms. By mutual agreement through written amendments signed by each party, the parties may expand the scope of any engagement to include other products or services offered by UI, and to specify rates of payment for such products or services.
2. Compensation; Billing. UI will be compensated pursuant to the provisions contained in the applicable SOW. Unless otherwise indicated in the SOW, UI will invoice CLIENT biweekly during the service period. CLIENT will be billed for the total costs of services, to expressly include all costs of instructor employment in compliance with applicable employment laws. If indicated in the SOW, UI may also charge a design, coordination, and management (“DCM”) fee to address administrative costs. Hours in any SOW are provided as estimates only. Actual hours may vary but will not exceed any not-to-exceed amount listed in the SOW without CLIENT’s prior written permission. UI will manage the number of hours needed to perform the agreed upon services in its sole discretion.
3. Term and Termination. The term of UI’s engagement is as specified in the applicable SOW. UI’s services may terminate: (a) upon expiration of the last remaining SOW; (b) upon written mutual consent of the parties; or (c) following a material breach of these terms or of an applicable SOW and a failure by the breaching party to cure such breach within a reasonable period after written notice, not to exceed ten (10) business days. Alternatively, UI’s engagement may be terminated for convenience by either party at any time upon sixty (60) days’ written notice to the other party. Upon expiration or termination of UI’s engagement for any reason, UI shall be entitled to receive compensation for Contracted Services performed prior to the effective date of termination, and for all costs incurred in preparing to perform Contracted Services prior to any notice of termination, whether or not such services are delivered.
4. Documentation. Prior to the start of services, CLIENT agrees to provide UI with all documentation that CLIENT requires for billing or compliance purposes, including documentation regarding student attendance, instructor timesheets, reporting, data sharing, codes of conduct, or other applicable state or local policies. UI is not responsible for compliance with documentation that CLIENT has not provided to UI.
5. Screening. UI will ensure that all placed UI instructors/staff have passed a comprehensive, 7-year criminal background check including the National Sex Offender Registry Database and a check of the Multi-State Instant Criminal Database. Each school year, UI will complete an updated criminal background check for all existing UI instructors/staff. UI verifies the educational backgrounds of its instructors/staff by reviewing their transcripts as a part of the hiring process. Further, UI participates in the E-Verify program, which verifies employment authorization and is operated by the U.S. Department of Homeland Security in partnership with the Social Security Administration. If CLIENT requires additional background or criminal searches, including searches that extend beyond the standard 7 years, the parties must agree in writing to modify UI’s search parameters. Additional charges may apply for expanded background searches. To the extent CLIENT imposes its own, supplemental background checks, fingerprinting, or Federal Bureau of Investigation searches, UI will ensure that its instructors/staff comply with CLIENT requirements prior to assignment at any CLIENT site.
6. Health and Safety. UI complies with all applicable health and safety laws, rules, regulations, and guidelines, including those promulgated by the Occupational Safety and Health Administration (OSHA) and the Centers for Disease Control and Prevention (CDC). In case of conflict between federal, state, and/or local recommendations, UI follows the most stringent safety recommendations. If UI is asked to provide in-person services at any site or workplace at which the strictest health and safety guidelines are not followed, UI may, in its discretion and without penalty, either terminate any in-person portions of the SOW or transition to alternate workplace conditions and/or means of service delivery, including transition to virtual delivery of services.
7. Instructor Qualifications. UI will provide instructors that meet the minimum qualifications listed in the applicable SOW, if any. It is CLIENT’s responsibility to ensure that any qualifications required by CLIENT are communicated to UI in the SOW or in another writing acknowledged and signed by all parties prior to the start of services.
8. Collaboration. UI instructors and program coordinators will coordinate instructional activities with district instructional leadership and classroom teachers to ensure that all instruction is standards-based and aligned across core academic areas.
9. Instructional Model. UI will adopt a customized instructional model for each CLIENT, which may vary from day to day based on CLIENT and student needs.
10. Client Materials and Supplies. UI instructors will utilize materials, supplies, and benchmark assessments provided by the classroom teachers to ensure continuity and alignment with district pacing. Computer assisted instruction, if required, will be conducted using school-supplied computer equipment. CLIENT will retain ownership over all CLIENT materials.
11. UI Materials. To the extent UI provides to the CLIENT or uses as part of the Contracted Services any materials, data, information, training content, curriculum, manipulatives, modules, learning aids, marketing materials, supplies, deliverables, or other resources created by UI, UI will retain exclusive ownership over those materials. CLIENT may not share, copy, disseminate, publish, or otherwise use UI materials without UI’s prior written consent. CLIENT will return any UI materials in CLIENT’s possession upon termination of the applicable SOW. If needed during the term of the Contracted Services, CLIENT will provide UI with a secure physical location at CLIENT’s site for storage of UI materials.
12. Food & Transportation. Unless otherwise stated in an SOW, UI will not provide food or transportation to any student or CLIENT as part of the Contracted Services.
13. Meetings and Reporting. Upon CLIENT's written request and where appropriate, UI instructors will attend planning meetings, classroom assessment, and data meetings. Meetings may be attended remotely or in person, at the mutual agreement of the parties. Time spent preparing for and attending meetings and preparing reports requested by CLIENT will be billed to CLIENT as part of the DCM fee. If additional meetings or reports are requested by CLIENT that go beyond the standard amount covered by the DCM fee, UI will notify CLIENT of any additional costs or fees prior to incurring charges not listed in the SOW.
14. Training; Seasonal Professional Development. UI will provide its instructors with training on UI policies, procedures, and expectations, as well as skill coaching, including best practices for small group instruction. UI also provides each instructor with up to 35 hours of seasonal professional development training to ensure student and instructor success and continuity. Seasonal training takes place during holidays, school breaks, and intercessions. The specific amount of seasonal training to be applied to each CLIENT’s services will be included in the SOW. In addition to UI’s training, CLIENT is welcomed and encouraged to include UI instructors, as appropriate, in CLIENT-specific training provided to its own classroom teachers and instructors during teacher workdays or professional development days. Time spent attending CLIENT-provided or CLIENT-mandated training will be billed to CLIENT.
15. Cooperative Purchasing. The UI services described in an SOW may be extended to any other school district or other entity to permit those other entities to contract with UI for the same services set forth in the SOW, subject to the mutual agreement of UI and the other entity, which may include different payment terms. Each government entity is responsible for its own compliance with applicable procurement rules.
16. Limited Warranty; DISCLAIMER. UI warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in transactions by any federal, state, or local governmental authority. UI DISCLAIMS ANY OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED BY UI, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
17. Independent Contractor Status. UI is an independent contractor, and not an employee, agent, partner, or joint-venturer of any client. UI is responsible for paying its employees, and for paying all applicable state and federal taxes including unemployment insurance, social security taxes, and state and federal withholding taxes. Except as may be otherwise provided in a SOW, UI has complete and exclusive authority over the means and methods of performing the Contracted Services, need not adhere to policies and procedures applicable to client employees, and may perform the Contracted Services according to its own schedule at its own offices or at any other location. UI has no authority to and shall not purport to bind, represent, or speak for any client or otherwise incur any obligation on behalf of any client. UI is not required to perform the Contracted Services on a full-time basis for any client and may perform the same or similar services for other individuals and organizations.
18. Limitation on Liability. OTHER THAN A CLAIM BY UI FOR NON-PAYMENT OF AGREED UPON COMPENSATION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID TO UI DURING THE PRIOR TWELVE (12) MONTH PERIOD.
19. Confidentiality. One party (“Disclosing Party”) may convey to the other party (“Receiving Party”) information that is considered proprietary and confidential (“Confidential Information”). Confidential Information is defined as information – including but not limited to trade secrets, strategies, financial information, sales information, pricing information, strategies, processes, policies, procedures, operational techniques, software, and intellectual property – that (i) has not previously been published or otherwise disclosed by the Disclosing Party to the general public, (ii) has not previously been available to the Receiving Party or others without confidentiality restrictions, and (iii) is not normally furnished to others without compensation, and which the Disclosing Party wishes to protect against unrestricted disclosure or competitive use. Confidential Information also includes Personally Identifiable Information (“PII”) concerning students and subsequently gathered student performance data. Confidential Information does not include information that is developed independently or that is lawfully known by the Receiving Party and received from a source that was entitled to have the information and was not bound to the Disclosing Party by any confidentiality requirement. Neither party makes any representation or warranty as to the accuracy or completeness of its Confidential Information.
a. Both parties acknowledge that, in accordance with the Family Educational Rights and Privacy Act (“FERPA”) and General Guidance provided by the U.S. Department of Education (the “USDOE”), PII concerning students may be released to UI without prior written consent of parents, legal guardians, or eligible students under an exception to the prior written consent requirement in FERPA. Under that exception, “school officials,” including teachers, within a school may obtain access to PII contained in education records provided the school has determined that they have “legitimate educational interest” in the information. The parties acknowledge and agree that (i) the USDOE generally interprets the term “school officials” to include contractors, volunteers, or other parties to whom the school has outsourced institutional services or functions, which would include UI, and (ii) UI’s legitimate educational interest relates to the need for student educational records to fulfill its professional responsibilities under UI’s contract(s) with the school.
b. The Receiving Party shall hold Confidential Information in strict confidence, in perpetuity, and shall use and disclose such information to its employees only for purposes of performing the Contracted Services. The Receiving Party shall use at least the same standard of care for protecting Confidential Information that it uses to prevent disclosure of its own Confidential Information, but in no case less than reasonable care.
c. Nothing prohibits the Receiving Party from disclosing Confidential Information pursuant to a lawful order, but only to the extent of such order, and only if the Receiving Party gives prompt notice of such order to the Disclosing Party so it may take action to protect the information that was ordered to be disclosed.
d. The Disclosing Party may suffer irreparable harm if Confidential Information is improperly released, conveyed, or transferred. The Disclosing Party shall be entitled to, in addition of other remedies, injunctive relief and specific performance.
e. Upon termination of UI’s engagement, each party shall cease use of Confidential Information received from the other party. The Receiving Party shall promptly destroy or return all such information in its possession, custody, or control within thirty (30) days. If destruction or return is impracticable, the Receiving Party shall notify the Disclosing Party and shall keep such information secure and confidential in perpetuity. The termination of UI’s engagement for any reason shall not discharge the obligations of the Parties with respect to the protection of Confidential Information set forth in this section.
20. Intellectual Property. Unless otherwise stated in an SOW or other agreement signed by all parties, each party will retain all right, title, and interest in and to all intellectual property it owns, develops, or creates, including patent rights, copyrights, trade secret rights, trademark rights, and any other intellectual property rights, worldwide. No party shall use, display, copy, distribute, modify, replicate, transfer, assign, reverse engineer, or sublicense the other party’s intellectual property, nor use the other party’s trademarks, trade names, logos, or other assets in publicity, websites, brochures, marketing materials, or in any manner that would imply any affiliation with, endorsement, or sponsorship of the other party without that party’s prior written consent.
21. Force Majeure. No party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power, or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event shall give the other party prompt notice and use diligent efforts to re-commence performance as soon as commercially practicable.