EADMS™: Agreement of Terms and Conditions
EADMS™: Agreement of Terms and Conditions
For Annual Service Agreement with Novato Unified School District
Description of Service
Adrylan Communications, Inc., a California corporation located at 25032 Las Brisas Rd.,
Murrieta, CA 92562, (hereafter referred to as “Adrylan”) agrees to provide the services set forth
herein in accordance with terms and conditions of this Agreement to Novato Unified School
District, (hereafter referred to as “Customer”), for access to the Educator’s Assessment Data
Management System (EADMS™) Technology Platform. This is part of a comprehensive professional
development program being implemented by Customer to foster better collaboration and
instruction by teachers.
The term of this Agreement is for a 3-year contract spanning the 2015-2016, 2016-2017,
and 2017-2018 school years, July 1, 2015 to June 30, 2018. Customer may elect to thereafter
annually renew this Agreement at Adrylan’s regular pricing in accordance with a written renewal
Agreement executed by the parties. Upon acceptance of this Agreement, Customer shall be
entitled to the level of services listed in Appendix A-H.
Multi-Year Contract Pricing
Item
Year 1
(2015-2016)
Year 2
(2016-2017)
Year 3
(2017-2018)
EADMS™ Assessment & Analytic Technology Platform
$27,712.50
$3.70 x ADA
$3.65 x ADA
$3.70 x ADA
$3.65 x ADA
Common Core Item Bank & Assessment Content
$10,258.75
Scanning Software Licenses & Support
Integrated Add-on Products
New System Implementation: Migration & Transition
Customized Software & Functionality
Training & Professional Development Support
$1,495.00
Assessment & Survey Materials Production & Support
Total Annual Contract Price
$39,466.25
Customer agrees that the total contract price is payable no later than 30 days past the start of the
contract period in each year.
Assessment Technology Platform
The EADMS™ Assessment Technology Platform features and per student costs provided as a part
of this contract are specified in Appendix A.
During the term of this contract, Customer is entitled to access the standard EADMS™ Technology
Platform. EADMS™ is a full featured Assessment Management & Analytic Reporting System
delivered as Software as a Service (SaaS).
Optional Contract Support Services & Products
1. Common Core Item Bank & Assessment Content
Common Core Item Banks and Assessment Content provided as a part of this contract are
specified in Appendix B.
Customer can license CCSS Item Banks, Testlets, Benchmarks, and other content from 3 rd
party content providers, as specified in Appendix B. Customer is responsible for selecting a
content provider that supports the Question and Test Interoperability (QTI v2.1) or
Accessible Portable Item Protocol (APIP) standards, or some other standardized electronic
format that can easily be imported, as determined by Adrylan.
2. Scanning and Data Collection Support
A list of compatible scanners, various scanning options that integrate seamlessly with
EADMS™, and Scanning and Data Collection Support provided as a part of this contract are
specified in Appendix C.
Customer is responsible for purchasing and installing scanners and scanning software
compatible with the EADMS™ Technology Platform, if requiring a paper & pencil assessment
capability. Customer can freely use any 3rd party scanning or data collection software it
chooses but in that case Customer is responsible to verify the software used is capable of
exporting student test results in an electronic format compatible with EADMS™. A multipurpose data upload utility is provided within the EADMS™ platform to support this option.
3. Integrated Add-on Products
Third party Add-on Products to the standard EADMS™ Technology Platform provided as a
part of this contract are specified in Appendix D.
4. New System Implementation: Migration & Transition Services
New System Implementation Migration and Transition services provided as a part of this
contract are specified in Appendix E.
Specific tasks required to migrate data from a previous data management system, or from
some other electronic-based data warehouse system are specified in Appendix E. During the
transition phase Customer agrees to provide support to Adrylan data technicians to
guarantee data access and data definitions are specified and made available to Adrylan to
ensure accurate and timely migration of legacy data, SIS enrollment & demographics data,
and state & local testing results, as specified in Appendix E.
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5. Customized Software & Functionality
Customer requested customized software or functionality changes added to the standard
EADMS™ Technology Platform provided as a part of this contract are specified in Appendix
F.
6. Training & Support
Training and Support tasks and training session scheduling provided as a part of this
contract are specified in Appendix G.
Customer may request and pay for additional days of training at any time throughout the
term of this contract based upon fees specified in Appendix G.
7. Assessment & Survey Materials Production & Support
Assessment and Survey Materials Production & Support services provided as a part of this
contract are specified in Appendix H.
Contract Service Descriptions
8. Data Services
The EADMS™ Technology Platform delivers data services using the Software as a Service
(SaaS) model, using advanced technology servers located in duplicate data centers in
multiple geographic areas. Access to the EADMS™ data services shall be available to
Customer by regular internet connection. Customer shall be responsible to provide all
internet ready computers with appropriate browser software for its own use. Appropriate
browsers must be HTML5-compliant, and include Microsoft Internet Explorer, Chrome,
Firefox, and others. EADMS™ web-site pages are optimized to display at 1024 x 768 screen
resolutions, however, other resolutions will work but may require additional scrolling. Some
EADMS™ web-site features utilize client-side JavaScript, including client pop-up windows.
EADMS™ requires the use of client-side “cookies” to track user selections. Access to the
EADMS™ student online testing service requires specification of acceptable use IP ranges, if
access needs to be restricted to Customer designated computer and mobile devices.
9. Proprietary Item Bank Data
The EADMS™ system may contain an integrated third-party item bank, licensed from
another vendor. These items are wholly owned by and proprietary to the third party vendor,
and as such, are protected against unauthorized copying and use. The Customer, its
employees and agents are prohibited from extracting, copying, or otherwise using any third
party test item from the EADMS™ system and using it outside of the EADMS™ system.
Customer acknowledges that Adrylan Communications is not responsible for the quality and
content of third party item bank content. Adrylan is only responsible for providing access to
third party item bank items, consistent with existing standard EADMS™ test creation,
management, administration, and reporting features.
Customer access to all third party content is only available during the term of this contract.
Upon contract termination, Adrylan is not liable for loss of access to any tests or student
results based on third party content. Customer must make arrangements with third party
content vendors for continuation of access beyond contract termination date.
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10. Proprietary Locally Created Item Bank Data
The EADMS™ system has the capability to allow the Customer to create its own Item bank
items. Such items shall only be available to Customer and are not shared as public items
among different customers. Customer certifies that the EADMS™ system will not be used to
enter test items from any third-party source, such as test publishers, or download content
from the Internet, including images, without authorization from the source or copyright
holder. In no event shall Adrylan be liable for any violation of third-party copyrights
resulting from input of proprietary or copyrighted test items or images by the Customer, its
employees or agents.
11. Customer Data Obligations
Customer shall be responsible to provide Adrylan in computer ready format all enrollment
and test data in accordance with Adrylan’s input specification. Customer shall be responsible
to provide all test, demographic and enrollment data identified with permanent, unique
student and teacher identification numbers.
12. Security
EADMS™ is delivered using the Secure Sockets Layer (SSL) protocol
(https://www.eadms.com). EADMS™ also uses a secure FTP over SSL (FTPS) and SFTP
servers for transfer of bulk Customer data. All transfer of data between EADMS™ and
Customer is encrypted. All student identifying information is protected by federal Family
Educational Rights and Privacy Act (FERPA), California SB-1177 (Applicable starting January 1,
2016) & AB-1584, and any other specific student privacy laws and intent mandated by other
states where we do business and may be restricted from disclosure by applicable state and
federal law. Refer to Addendums 1-4 for required FERPA and specific state compliance
statements.
All use of the data by Customer or any of its employees shall be by creation of a user
account and entry of a security password assigned to each of Customer’s users. Customer
shall be responsible for administering user accounts, protecting all passwords and shall be
responsible for all use or alteration of data by any individual in possession of the password.
13. Quality of the Data Provided
Adrylan shall provide reports and data summaries available through the EADMS™
Technology Platform. Customer shall be solely responsible for any decisions it or any other
party makes based upon the data or any report created using the data.
14. Designated EADMS Customer Data Representative
Customer shall designate one individual to act as Customer's Primary Data Representative
who shall be responsible for transmission of all data to Adrylan and shall be the point of
contact for Adrylan in the event of any questions regarding the data or services provided by
Adrylan to the Customer pursuant to the Agreement.
The Customer Primary Data Representative shall be Ruthanne Bexton, or her
representatives until, such time as Customer designates new Primary Data Representative
in writing. The Primary Data Representative or designee(s) shall be the only Customer
contact person authorized to perform data maintenance, addition, deletion or correction of
user accounts, correction of errors in student enrollment or demographic data.
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15. Access to Data
Customer shall have access to the data at all times except when the system is undergoing
maintenance, upgrade or repair. All reasonable efforts shall be made to schedule system
maintenance, upgrade or repair during non-business hours. However, in the event Adrylan
is required to perform system maintenance, upgrades or repairs, Adrylan’s responsibility
shall be limited to completing the work as promptly as commercially reasonable.
16. Additional Services
Other data related service & support, customized software or functionality services, or
assessment products requested by Customer not specifically specified in Appendix A-H at
any time during the period of time covered by this contract are to be provided at additional
cost. Customer shall make requests for services not provided as a part of this contract and
specified in Appendix A-H in writing and Adrylan shall respond in writing with a quotation
for the additional products or services.
Warranty
Adrylan makes no warranties, other than those implied by law, with respect to the data, any
compilations thereof or any report generated there from.
Limitation of Liability
In no event shall Adrylan be liable for any use of the data by any party, including Customer.
Customer shall indemnify, pay for the defense of, and hold harmless Adrylan and its officers,
agents and employees of and from any and all liabilities, claims, debts, damages, suits, actions
and causes of actions of whatsoever kind, nature or sort which may be incurred by reason of the
Customer’s negligent or willful acts and/or omissions in relation to this agreement.
Adrylan shall indemnify, pay for the defense of, and hold harmless the Customer and its officers,
agents and employees of and from any and all liabilities, claims, debts, damage, demands, suits,
actions and causes of actions of whatsoever kind, nature or sort which may be incurred by reason
of Adrylan’s negligent or willful acts and/or omissions in rendering any services hereunder. Adrylan
shall assume full responsibility for payments of federal, state and local taxes or contributions
imposed or required under social security, worker’s compensation or income tax law, or any
disability or unemployment law, or retirement contribution of any sort whatever, concerning
Adrylan or any employee of Adrylan and shall further indemnify, pay for the defense of, and hold
harmless the Customer of and from any such payment or liability arising out of or in any manner
connected with Adrylan’s performance under this agreement.
Amendment
Modification or amendment of this Agreement including by waiver shall only be in writing signed
by representatives of both parties.
Arbitration
In the event a dispute shall arise between the parties to this agreement, it is hereby agreed that
the dispute shall be referred to arbitration in accordance with the rules of the American Arbitration
Association. The arbitrator's decision shall be final and legally binding and judgment may be
entered thereon. Each party shall be responsible for its share of the arbitration fees in accordance
with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration,
unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator's award, the
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other party is entitled to costs of suit, including a reasonable attorney's fee for having to compel
arbitration or defend or enforce the award.
Applicable Law
To the extent permitted by law, the Agreement shall be construed in accordance with and
governed by the laws of the State of California.
Termination
This is a multi-year contract covering a 3-year period, July 1, 2015 through June 30, 2018, and
offers discounted pricing on some contract items in consideration of this term length. However,
either party may terminate this Agreement prior to the expiration date, with or without cause, by
delivering written notice of termination within sixty (60) days of the expiration of the Contract
Year. The effective date of such termination shall be the expiration of the then current Contract
Year. Except as set forth in this Section, neither party shall have any liability to the other for any
damages of any sort resulting solely from the party’s termination of this Agreement in accordance
with the provisions of this Section.
DISTRICT hereby accepts the terms and conditions as set forth above
Novato Unified School District
By: _________________________
Date: ______________
Name: ______________________
Title: ________________________
ADRYLAN COMMUNICATIONS hereby accepts the terms and conditions as set forth above
By: Anthony
Tooley
Date: June 10, 2015
Name: Anthony Tooley
Title:
President
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Appendix A –
Assessment & Analytics Level of Service
The following assessment and analytic technology services will be delivered as part of this contract
agreement:
EADMS™ Data Management Technology Platform Features:
o EADMS™ Data Management System Hosted at Adrylan’s Data Center
Common Core Support
Test Creation & Administration Module
Student Online Assessment Module
Performance Task Creation & Assessment Module
Analytical Reporting Module, including:
o Customized Enrollment Reports
o Student Profile & Mastery Reports
o Standards-Based Reporting Suite
o State Mandated & Local Benchmark Performance Reports
o System Usage Reports
o User Monitoring of Logins and Report Access
o Benchmark Activity & Compliance Reports
o Custom Reports Services
o Movement Analysis Reports
o Scaled Score Calculations
o General Purpose Report-Builder Module
 Teacher, Principal, & Administrator Dashboards
o Support for general 3rd party Item Banks
o Unlimited phone support provided to EADMS™ Data Administrator(s)
o Electronic enrollment updates processed weekly





Under the terms of this multi-year agreement, the Customer agrees to pay the following standard
Technology Platform fees:
Contract Year
Student Count
Price / Student
Total EADMS™ Platform Cost
2015-2016
7,390
$3.75
$27,712.50
2016-2017
July 1, 2016 ADA
$3.70
$3.70 x ADA
2017-2018
July 1, 2017 ADA
$3.65
$3.65 x ADA
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Appendix B – Common Core Item Bank & Assessment Content
Under the terms of this multi-year agreement, the Customer agrees to purchase the following
selected Common Core aligned Item Banks and other content products that are compatible and
EADMS™ ready. Each of the content products listed below is licensed for use only during the
specified term of this contract.
Contract
Year
Content Provider
Description
Cost basis
# Students
Total Content
Cost
2015-2016
Inspect
House Item Bank
$1.25
8,207
$10,258.75
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Appendix C - Scanning software licenses & support
Three scanning and data collection options seamlessly integrated into EADMS™ Technology
Platform are available for processing scan sheets:
1. EADMS™ Real-Time scanning software (LSO4)
The EADMS™ Real-Time desktop scanning software, called LSO4, is licensed on a per-student
basis. Once licensed, the Customer has the right to install the LSO4 software on as many PC
computers as desired, with unlimited user access. This license option is charged annually and
provides software user support, and upgrades at no additional cost.
This software is compatible with PCs running Microsoft Windows XP, Windows 7, or Windows 8
operating systems. A minimum of 4GB system memory, 30 MB hard disk space is required, plus a
compatible scanning device. LSO4 real-time scanning software supports most inexpensive imagebased plain paper scanners. Scanners that have been verified to work include the following:




Fujitsu model fi-7160 (model most recommended; best performance-to-cost)
Fujitsu discontinued models fi-6130z, fi-6130, fi-5120
Brother model DCP-8060 & DCP-8080
Xerox Documate 3460
Any image based scanner with a Twain-compliant PC driver should work. Any scanner not on the
above list must be verified prior to use. A PC application can be provided to test any scanner
models that are not on the above list.
2. Scan-to-Network
The EADMS™ Scan-to-Network data collection option utilizes internet-enabled scanners owned by
the Customer and transfers scan sheet images to Adrylan’s FTP server where they are processed in
near real-time, usually within a few minutes after being received.
Compatible internet-enabled scanners include most late model Multifunction Printers (MFPs) that
are capable of generating J-PEG, PNG, or TIFF grayscale images at 300 dpi, and can auto-transmit
to an external FTP server. Any MFP intended to be used as a Scan-to-Network device must first be
tested and verified for scanning image accuracy before being assumed to work. Adrylan offers
assistance with this testing at no additional cost.
MFPs used for Scan-to-Network data collection can experience high usage volume during
assessment periods and for that reason, the Customer may need to purchase dedicated MFPs to
support this need. Adrylan offers high-quality Lexmark brand MFPs at a discounted price.
3. GradeCam™
GradeCam™ scans paper assessment scan sheets using most web or document cameras. EADMS™
has an embedded GradeCam™ interface. GradeCam™ is licensed per student and can be
purchased district-wide or by site.
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Appendix C continued…
Under the terms of this multi-year agreement, the Customer agrees to purchase the following
selected Scanning Software Licenses & Support Products:
Contract
Year
Description
Cost
basis
2015-2016
2016-2017
2017-2018
10
# Students
Total Cost
Appendix D – Integrated Add-on Products
There are no Integrated Add-on Products to the EADMS™ Technology included in the terms of this
multi-year contract. Customer may elect to add 3rd-party integrated products to the platform at a
later date, to be covered by a separate agreement/contract.
Contract
Year
3rd Party Vendor
Description
Cost basis
Total Integrated Add-on Products contract cost:
11
# Students
Total Cost
$
Appendix E – New System Implementation: Migration and Transition Services
Under the terms of this multi-year agreement, all New System Implementation Migration and
Transition Services are included at no extra cost.
Contract
Year
Description
Cost basis
Total New System Implementation: Migration & Transition
Services contract cost:
12
Total Cost
$
Appendix F – Customized Software & Functionality Changes
There are no Customized Software or Functionality changes to the standard EADMS™ Technology
Platform included in the terms of this multi-year contract. Customer may elect to add customized
software or functional changes to the platform at a later date, to be covered by a separate
agreement/contract.
Contract
Year
Scheduled to be
Completed By
Description
Total Customized Software & Functionality changes to EADMS™
Technology Platform contract cost:
13
Total Cost
$
Appendix G – Training Services
Under the terms of this multi-year agreement, the Customer agrees to purchase the following
selected Training Services:
Contract
Year
2015-2016
Description
EADMS Professional Development
Qty
Scheduled
Dates
Total Cost
1
TBD
$1,495.00
2016-2017
2017-2018
Total Training Services contract cost:
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$ 1,495.00
Appendix H – Assessment & Survey Materials Production & Support
These services include graphics formatting, proofing services, project management & production
scheduling, printing, scanning, and delivery & pickup of locally created assessment or survey
products.
Under the terms of this multi-year agreement, there are no Assessment & Survey Materials &
Support products. Customer may elect to add Assessment & Survey Materials Production &
Support at a later date, to be covered by a separate agreement/contract.
Selected
Scheduled
Delivery
Date
Description
Total Materials Production contract cost:
Qty
Unit
Price
Shipping
&
Handling
Total Cost
$
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Addendum 1
Family Educational Rights and Privacy Act (FERPA)
The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99) is a Federal law that
protects the privacy of student education records. The law applies to all schools that receive funds under an
applicable program of the U.S. Department of Education.
FERPA gives parents certain rights with respect to their children's education records. These rights transfer to the
student when he or she reaches the age of 18 or attends a school beyond the high school level. Students to
whom the rights have transferred are "eligible students."

Parents or eligible students have the right to inspect and review the student's education records maintained
by the school. Schools are not required to provide copies of records unless, for reasons such as great
distance, it is impossible for parents or eligible students to review the records. Schools may charge a fee for
copies.

Parents or eligible students have the right to request that a school correct records which they believe to be
inaccurate or misleading. If the school decides not to amend the record, the parent or eligible student then
has the right to a formal hearing. After the hearing, if the school still decides not to amend the record, the
parent or eligible student has the right to place a statement with the record setting forth his or her view
about the contested information.

Generally, schools must have written permission from the parent or eligible student in order to release any
information from a student's education record. However, FERPA allows schools to disclose those records,
without consent, to the following parties or under the following conditions (34 CFR § 99.31):









School officials with legitimate educational interest;
Other schools to which a student is transferring;
Specified officials for audit or evaluation purposes;
Appropriate parties in connection with financial aid to a student;
Organizations conducting certain studies for or on behalf of the school;
Accrediting organizations;
To comply with a judicial order or lawfully issued subpoena;
Appropriate officials in cases of health and safety emergencies; and
State and local authorities, within a juvenile justice system, pursuant to specific State law.
Schools may disclose, without consent, "directory" information such as a student's name, address, telephone
number, date and place of birth, honors and awards, and dates of attendance. However, schools must tell
parents and eligible students about directory information and allow parents and eligible students a reasonable
amount of time to request that the school not disclose directory information about them. Schools must notify
parents and eligible students annually of their rights under FERPA. The actual means of notification (special
letter, inclusion in a PTA bulletin, student handbook, or newspaper article) is left to the discretion of each school.
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Addendum 2
Compliance with California Law, Assembly Bill 1584
Adrylan Communications, Inc., through its EADMS related K-12 products and services, ensures it
complies with all of the required provisions listed in California Assembly Bill No. 1584, Education
Code, Section 49073.1, enacted January 1, 2015.
California Assembly Bill No. 1584 Provisions:

A statement that pupil records continue to be the property of and under the control of the
school district.
o Adrylan Communications complies with this provision and ensures that pupil records
are the property of and under the control of the school district or local education
agency. The EADMS System only contains pupil data provided to it from the school
district either through direct secure data transfer from district servers or via district
controlled data gathering methods, such as online or paper and pencil testing
proctored by district staff.

A description of the means by which pupils may retain possession and control of their own
pupil- generated content, if applicable, including options by which a pupil may transfer
pupil-generated content to a personal account.
o Adrylan Communications complies with this provision. When access to pupilgenerated content is granted by the district through a district issued and controlled
pupil EADMS secure login account, pupils have the ability to access and download
copies of their content to a personal account.

A prohibition against the third party using any information in the pupil record for any
purpose other than those required or specifically permitted by the contract.
o Adrylan Communications complies with this provision. Adrylan Communications
prohibits using any student information for any purpose outside those required or
permitted by our contract, such as report generation.

A description of the procedures by which a parent, legal guardian, or eligible pupil may
review personally identifiable information in the pupil's records and correct erroneous
information.
o Adrylan Communications complies with this provision. The district controls whether
parent or students have access to pupil data through the EADMS System. When such
access is granted, parents or pupils can review such data. However, since all pupil
data is provided to EADMS by the district, any parent or student request to correct
data has to come directly from the district through daily student data updates or by
utilizing specific EADMS System management tools.

A description of the actions the third party will take, including the designation and training
of responsible individuals, to ensure the security and confidentiality of pupil records.
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o Adrylan Communications complies with this provision by ensuring that staff is trained
and systems are in place to provide required security and confidentiality of student
records. All access to EADMS for viewing pupil data is strictly controlled by districtcontrolled user access lists. It is the district that grants user access to their data
stored in EADMS. Adrylan Communications employees are granted access to pupil
data on a need-to-know basis and then only in order to deliver services described by
the contract. Adrylan Communications does not provide third-parties access to pupil
data unless directed to do so in writing by the district.

A description of the procedures for notifying the affected parent, legal guardian, or eligible
pupil in the event of an unauthorized disclosure of the pupil's records.
o Adrylan Communications complies with this provision. Unless provided for in the
contract, the EADMS System does not contain parent or legal guardian contact
information. However, in the unlikely case of an unauthorized disclosure of student
records, Adrylan Communications will make every effort to assist the district in
notifying the affected parents or legal guardian.

A certification that a pupil's records shall not be retained or available to the third party upon
completion of the terms of the contract and a description of how that certification will be
enforced. (NOTE: These requirements do not apply to pupil-generated content if the pupil
chooses to establish or maintain an account with the third party for the purpose of storing
that content either by retaining possession and control of their own pupil- generated
content, or by transferring pupil-generated content to a personal account).
o Adrylan Communications complies with this provision and certifies that all student
data is destroyed after completion of the terms of our contract.

A description of how the district and the third party will jointly ensure compliance with the
federal Family Educational Rights and Privacy Act (20 U.S.C. Sec. 1232g).
o Adrylan Communications complies with this provision and fully complies with FERPA
regulations.
 Adrylan Communications supports the schools requirement to allow parents or
eligible students to inspect and review the student's assessment data
maintained in the EADMS system for all parents issued a parent/student login.


A request by parents or eligible students to correct records which they believe
to be inaccurate or misleading that affects assessment data stored in the
EADMS System will be changed upon receipt by EADMS from the school’s
student information system.

Adrylan Communications does not release any student assessment information
to any non-district party.
A prohibition against the third party using personally identifiable information in pupil records
to engage in targeted advertising.
o Adrylan Communications complies with this provision. It is Adrylan Communication’s
policy to not sell, trade, or rent personal identification information in student records
to anyone outside our organization.
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Addendum 3
Disclosure of Students' Records or Communications by School Teacher or
Employee - Mich. Comp. Laws Section 600.2165
Adrylan Communications, Inc., through its EADMS related K-12 products and services, ensures it
complies with all of the required provisions listed in Michigan Comp. Laws Section 600.2165:
No teacher, guidance officer, school executive or other professional person engaged in character
building in the public schools or in any other educational institution, including any clerical worker
of such schools and institutions, who maintains records of students' behavior or who has records
in his custody, or who receives in confidence communications from students or other juveniles,
shall be allowed in any proceedings, civil or criminal, in any court of this state, to disclose any
information obtained by him from the records or such communications; nor to produce records or
transcript thereof, except that testimony may be given, with the consent of the person so
confiding or to whom the records relate, if the person is 18 years of age or over, or, if the person
is a minor, with the consent of his or her parent or legal guardian.
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Addendum 4
Compliance with La. R.S. 17:3913, Student information; privacy;
legislative intent; definitions; prohibitions; rules
and
La. R.S. 51:3071 et seq., Louisiana Database Breach Notification Law
During the 2014 Louisiana Legislative Session, the State of Louisiana enacted new laws governing
the collection, disclosure and use of students' personally identifiable information. The new laws
require that any contracts between a school system and a third-party, who is entrusted with
personally identifiable information of any student, contain the statutorily prescribed minimum
requirements as to the use of personally identifiable information. In order to comply with the
requirements of the new laws, this Addendum and the terms contained herein are hereby
incorporated into the EADMS Terms and Conditions.
In accordance with La. R.S. 17:3913(F), Adrylan agrees to protect personally identifiable
information in a manner that allows only those individuals, who are authorized by Adrylan to
access the information, the ability to do so. Personally identifiable information should be protected
by appropriate security measures, including, but not limited to, the use of user names, secure
passwords, encryption, security questions, etc. Adrylan's network must maintain a high level of
electronic protection to ensure the integrity of sensitive information and to prevent unauthorized
access in these systems. Adrylan agrees to perform regular reviews of its protection methods and
perform system auditing to maintain protection of its systems. Adrylan agrees to maintain secure
systems that are patched, up to date, and have all appropriate security updates installed.
To ensure that the only individuals and entities who can access student data are those that have
been specifically authorized by Adrylan to access personally identifiable student data, Adrylan shall
implement various forms of authentication to identify the specific individual who is accessing the
information. Adrylan must individually determine the appropriate level of security that will provide
the necessary level of protection for the student data it maintains. Adrylan shall not allow any
individual or entity unauthenticated access to confidential personally identifiable student records or
data at any time.
Adrylan shall implement appropriate measures to ensure the confidentiality and security of
personally identifiable information, protect against any unanticipated access or disclosure of
information, and prevent any other action that could result in substantial harm to the School Board
or any individual identified by the data.
Adrylan agrees that any and all personally identifiable student data will be stored, processed, and
maintained in a secure location and solely on designated servers. No School Board data, at any
time, will be processed on or transferred to any portable computing device or any portable storage
medium, unless that storage medium is in use as part of Adrylan's designated backup and
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recovery processes. All servers, storage, backups, and network paths utilized in the delivery of the
service shall be contained within the United States unless specifically agreed to in writing by the
School Board.
Adrylan agrees that any and all data obtained from the School Board shall be used expressly and
solely for the purposes enumerated in the original Contract. Data shall not be distributed, used, or
shared for any other purpose. As required by Federal and State law, Adrylan further agrees that no
data of any kind shall be revealed, transmitted, exchanged or otherwise passed to other vendors
or interested parties. Adrylan shall not sell, transfer, share or process any student data for any
purposes other than those listed in the Contract, including commercial advertising, marketing, or
any other commercial purpose.
Adrylan shall establish and implement a clear data breach response plan outlining organizational
policies and procedures for addressing a potential breach. Adrylan's response plan shall require
prompt response for minimizing the risk of any further data loss and any negative consequences of
the breach, including potential harm to affected individuals. A data breach is any instance in which
there is an unauthorized release or access of personally identifiable information or other
information not suitable for public release. This definition applies regardless of whether Adrylan
stores and manages the data directly or through a contractor, such as a cloud service provider.
Adrylan shall develop a policy for the protection and storage of audit logs. The policy shall require
the storing of audit logs and records on a server separate from the system that generates the
audit trail. Adrylan must restrict access to audit logs to prevent tampering or altering of audit data.
Retention of audit trails shall be based on a schedule determined after consultation with
operational, technical, risk management, and legal staff.
Adrylan is permitted to disclose Confidential Information to its employees, authorized
subcontractors, agents, consultants and auditors on a need to know basis only, provided that all
such subcontractors, agents, consultants, and auditors have written confidentiality obligations to
Adrylan and the School Board. The confidentiality obligations shall survive termination of any
agreement with Vendor for a period of fifteen (IS) years or for so long as the information remains
confidential, whichever is longer, and will inure to the benefit of the School Board.
Adrylan acknowledges and agrees that unauthorized disclosure or use of protected information
may irreparably damage the School Board in such a way that adequate compensation could not be
obtained solely in monetary damages. Accordingly, the School Board shall have the right to seek
injunctive relief restraining the actual or threatened unauthorized disclosure or use of any
protected information, in addition to any other remedy otherwise available (including reasonable
attorney fees). Adrylan hereby waives the posting of a bond with respect to any action for
injunctive relief. Adrylan further grants the School Board the right, but not the obligation, to
enforce these provisions in Adrylan's name against any of Adrylan 's employees, officers, board
members, owners, representatives, agents, contractors, and subcontractors.
Adrylan agrees to comply with the requirements of La. R.S. 51:3071 et seq. (Louisiana Database
Breach Notification Law) as well as any other applicable laws that require the notification of
individuals in the event of unauthorized release of personally identifiable information or other
event requiring notification. In the event of a breach of any of the Adrylan's security obligations or
other event requiring notification under applicable law, Adrylan agrees to notify the School Board
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immediately and assume responsibility for informing all such individuals in accordance with
applicable law and to indemnify, hold harmless and defend the School Board and its employees
from and against any and all claims, damages, or causes of action related to the unauthorized
release.
In accordance with applicable state and federal law, Vendor agrees that auditors from any state,
federal, or other agency, as well as auditors so designated by the School Board, shall have the
option to audit Adrylan's service. Records pertaining to the service shall be made available to
auditors and the School Board when requested.
Adrylan agrees that if the original Contract is terminated or if the original Contract expires, Adrylan
shall return all data to the School Board in a useable electronic format. Adrylan further agrees to
erase, destroy, and render unreadable, all data in its entirety in a manner that prevents its
physical reconstruction through the use of commonly available file restoration utilities. Adrylan
shall certify in writing that these actions have been completed within 30 days of the termination of
the Contract or within seven (7) days from receipt of any request by the School Board, whichever
comes first.
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