01-14-2023-MLFTC COLLABORATION AGREEMENT WITH MARICOPA COUNTY SCHOOL SIGNED.PDF

Collaboration Agreement 
between 
Maricopa County School Superintendent’s Office 
and 
The Arizona Board of Regents for and on behalf of 
Arizona State University 
This Collaboration Agreement (this “Agreement”) is entered into effective as of February 1st, 2023, 
between Maricopa County School Superintendent’s Office - MCSSO (“Maricopa”), and the Arizona Board 
of Regents for and on behalf of Arizona State University and its Mary Lou Fulton Teachers College 
(“ASU”). Maricopa County School Superintendent Office (MCSSO) and ASU are hereinafter referred to each 
as a “Party” and collectively as the “Parties.” 
RECITALS 
A.
The Parties wish to collaborate in the design of nano-courses (the “Project”), which will
be hosted by ASU’s Mary Lou Fulton Teachers College (“MLFTC”) on its platform. 
B.
The Parties are entering into this Agreement to set forth their responsibilities and
obligations with respect to the Project as more fully described herein and on Work Schedule 1 which is 
incorporated herein by reference. 
NOW, THEREFORE, the Parties agree as follows: 
AGREEMENT 
1.
Background. The goal of the Project is to create online nano-courses to be delivered by ASU on a
platform provided by ASU (the “Program”). MCSSO and ASU will collaborate to provide educational
content and coursework (collectively, the “Project IP,” as defined in Section 8 herein) to students
registered for the Program (“Students”). The Parties intend that at all times, as between the Parties,
MCSSO will remain the sole owner of the Maricopa Content and ASU will remain the sole owner of the
ASU Content. Except as provided herein, this Agreement does not constitute a grant by either Party to
the other of any license or rights to either Party’s Background IP (as defined in Section 8 herein)..
2.
Program Standards.
2.1 
The Parties’ collaboration on the Project will be carried out within the confines of each 
Party’s applicable internal rules and regulations, as set forth in their internal policies, bylaws and operating 
agreements, each subject and subordinate to all applicable law. 
2.2 
ASU must comply with the policies and directives of the Arizona Board of Regents 
(“ABOR”) as well as the standards and requirements of ASU’s accrediting body, the Higher Learning 
Commission (“HLC”). ASU, in its sole absolute and unfettered discretion, will maintain ultimate authority 
over the Project IP and may veto or otherwise not follow or enforce any terms, requirements or decisions 
regarding the Project that are contrary to the policies of ASU/ABOR, the directives of ABOR or the 
standards and requirements of the HLC.

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2.3 
All Program course materials must comply with Federal copyright laws and each Party is 
responsible for obtaining appropriate copyright permissions to use any third-party owned content. The 
Parties do not intend to permit any third party or the public to create derivative works of the Program 
materials or Project IP. 
3.
Financial Arrangements.
3.1 
General. Except as otherwise set forth below and/or in Work Schedule 1, each Party will 
be solely responsible for its own costs and expenses incurred in connection with the negotiation, 
execution and delivery of this Agreement, and all individual and collaborative activities undertaken 
pursuant to this Agreement. 
3.2 
Compensation. In consideration for its contributions to the Project, ASU will pay 
Maricopa $5,200 for the services described in Work Schedule 1. 
3.3 
Records. During the Term of this Agreement and for five (5) years after the completion 
of this Agreement, each Party will keep such books, records and accounts as are reasonably necessary to 
verify the calculation of any payments made hereunder. Each Party will have the right to review such 
books, records and accounts at its own expense and to conduct any audit thereof to determine the 
accuracy of amounts paid to it hereunder. Each Party will make the records available at all reasonable 
times for inspection and audit by the Auditor General of the State of Arizona during the Term of this 
Agreement and for five (5) years after the completion of this Agreement. The records will be provided at 
ASU in Tempe, Arizona, or another location designated by ASU on reasonable notice to the other Parties. 
4.
Relationship of the Parties; Responsibility.
4.1 
Liaisons. Each Party will appoint a dedicated liaison (each, a “Liaison”) to facilitate the 
performance of the Party’s responsibilities under this Agreement and to coordinate with the other Party 
on all activities related to the Project and this Agreement. Each Party reserves the right to substitute a 
different Liaison at its discretion at any time. If it becomes necessary to make changes to the designated 
Liaison, the Party making the change will give prompt written notice to the other Party. 
4.2 
Relationship of the Parties. Each Party is an independent contractor and is independent 
of the other Party. This Agreement does not create a partnership, joint venture or agency relationship 
between the Parties of any kind or nature. Neither Party will have any right, power, or authority under 
this Agreement to act as a legal representative of the other Party. Neither Party will have any power to 
obligate or bind the other Party or to make any representations, expressed or implied, on behalf of or in 
the name of the other Party in any manner or for any purpose whatsoever contrary to the provisions of 
this Agreement. 
4.3 
Employees. Under no circumstances will any employees of one Party be deemed the 
employees of the other Party for any purpose. Each Party acknowledges that it is solely and completely 
responsible for its own employees with regard to federal, state or local tax withholding and other tax 
obligations, workers’ compensation, social security, unemployment insurance and occupational safety 
and health administration requirements and other federal, state and local laws. 
4.4 
Insurance. Each Party will carry liability insurance that is normal and customary for the 
types of activities contemplated by this Agreement and workers compensation insurance as required by 
applicable law.

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4.5 
Responsibility. Each Party (“Indemnifying Party”) will indemnify and hold harmless the 
other Party and its agents and employees (each, an “Indemnitee”) for, from and against any and all claims, 
actions, liabilities, damages, losses or expenses (including court costs, attorneys’ fees and costs of claim 
processing, investigation and litigation) for bodily injury or personal injury (including death), or loss or 
damage to tangible or intangible property arising from a third-party claim to the extent caused, or alleged 
to be caused, by the negligent acts or negligent omissions of the Indemnifying Party or its agents or 
employees. ASU is a public institution and, as such, any indemnification, liability limitation, release or hold 
harmless provision set forth in this Agreement will be limited as required by Arizona law, including without 
limitation Article 9, Sections 5 and 7 of the Arizona Constitution and A.R.S. §§ 35-154 and 41-621. 
Therefore, notwithstanding any other provision of this Agreement, ASU’s liability under any claim for 
indemnification arising under this Agreement is limited to claims for property damage, personal injury, or 
death to the extent caused by acts or omissions of ASU. Notwithstanding the terms of this Agreement or 
any other document: (i) other than for employees and agents acting under ASU’s direction and 
supervision, ASU is not responsible for any actions of any third parties, including its students; and (ii) no 
person 
may 
bind 
ASU 
unless 
they 
are 
an 
authorized 
signatory 
in 
PUR 
107 
(https://www.asu.edu/aad/manuals/pur/pur107.html). Notwithstanding the terms of this Agreement of 
any other document: (i) other than for employees and agents acting under Maricopa’s direction and 
supervision, Maricopa is not responsible for any actions of any third parties; and (ii) no person may bind 
Maricopa unless they have been expressly identified by Maricopa as an authorized signatory. 
5.
Term and Termination.
5.1 
Term. This Agreement will begin on the Effective Date and will continue for a period of 
one (1) years unless earlier terminated (the “Term”). The Parties may extend the Term at any time upon 
mutual written agreement. 
5.2 
Termination for Convenience. Either Party may earlier terminate this Agreement for 
convenience upon one hundred eighty (180) days advance written notice to the other Party, subject to 
each Party’s continuing compliance with its obligations under Section 5.5. 
5.3 
Termination by ASU. ASU may terminate this Agreement in accordance with Sections 12.2 
and 12.3 below. 
5.4 
Termination for Breach. Except as otherwise set forth herein, and subject to each Party’s 
continuing compliance with its obligations under Section 5.5, in the event of a material breach of this 
Agreement by a Party, the non-breaching Party may give the breaching Party written notice specifying the 
nature of the breach, and the breaching Party will have thirty (30) days to cure such breach (if curable). If 
such breach is not curable, or if the breaching Party has not cured or has not taken steps in a good faith 
effort to cure the breach within the thirty (30) day period, the non-breaching Party may terminate this 
Agreement immediately upon written notice to the breaching Party. 
5.5 
Effect of Termination. In the event of early termination, the Parties will work together to 
effect an orderly transition and/or wind-down of any collaborative activities then in process (including 
payment of non-cancelable obligations incurred prior to notice of termination) in a manner that will 
enable all Students enrolled in the Program as of the notice of termination to complete their courses of 
study. Without prejudice to any other remedy for breach of this Agreement, upon termination of this 
Agreement, neither Party will be released from any obligations that have accrued prior to the effective 
date of such termination.

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5.6 
Survival. Sections 2, 3, 4, 5, 7, 8, 9, 11.2, 11.6 and 12, together with all sections necessary 
to enforce or interpret them, will survive any expiration or termination of this Agreement. Section 6 will 
survive for the period stated in Section 6.6. 
6.
Confidentiality.
6.1 
Each Party acknowledges and agrees that in the performance of this Agreement, it may 
have access to or receive from each other information that is confidential or proprietary to, or a trade 
secret of, the disclosing Party, whether relating to the disclosing Party’s plans, operations, enterprises, 
interests and business, Intellectual Property (as defined herein) or otherwise (the “Confidential 
Information”). Each Party further acknowledges and agrees that any unauthorized disclosure or use of 
the Confidential Information will cause irreparable harm and loss to the disclosing Party. Therefore, each 
recipient of Confidential Information (“Recipient”) agrees (a) to use the Confidential Information of the 
disclosing Party for the sole purpose of implementing and performing under this Agreement, (b) to limit 
dissemination of the disclosing Party’s Confidential Information to only those Recipient employees and 
representatives who have a need to know the Confidential Information, and (c) to not disclose the 
Confidential Information to any other person or entity. 
6.2 
To be subject to this Section 6, Confidential Information disclosed in tangible form will be 
marked, stamped or otherwise reasonably identified in writing to be the Confidential Information of the 
disclosing Party; Confidential Information disclosed in an intangible form (such as orally or visually) will be 
identified at the time of disclosure as confidential and will be summarized in a writing marked as 
confidential and provided to the Recipient within thirty (30) days of the initial disclosure. 
6.3 
“Confidential Information” will not include: (i) information that was or becomes 
published, known publicly, or otherwise in the public domain without breach of this Agreement or any 
other obligation of confidentiality; (ii) information that is required to be disclosed by the Recipient by law 
or court order, provided that the Recipient gives the disclosing Party prompt notice prior to making such 
compelled disclosure so that the disclosing Party may seek a protective order or other appropriate remedy 
and further provided that the Recipient discloses only that portion of the Confidential Information that is 
legally required to be disclosed; (iii) information that was lawfully known to or in the possession of the 
Recipient prior to the time of the disclosing Party’s disclosure, as reflected in the Recipient’s written 
records; or (iv) information that is disclosed lawfully to the Recipient by a third party having the right to 
disclose it without an obligation of confidentiality. 
6.4 
The disclosure of Confidential Information by one Party to the other Party hereunder will 
not constitute or be deemed to result in the grant of any right or license by the disclosing Party to the 
Recipient. 
6.5 
MCSSO recognizes that ASU may be required to produce documents pursuant to the 
Arizona Public Records Act as set forth in Arizona Revised Statutes (“A.R.S.”) Sections 39-121 through 39- 
127. ASU agrees to communicate to Maricopa (through their respective liaisons) all public record requests
that it receives during the Term prior to responding to the request provided that such prior
communication will not require ASU to delay responding to a request beyond the required statutory
period. Notwithstanding any other provision of this Agreement to the contrary, any provision regarding
confidentiality is limited to the extent necessary to comply with the provisions of Arizona law.
6.6 
Notwithstanding Section 5.6 above, the obligations in this Section 6 will survive for a 
period of three (3) years after expiration or termination of this Agreement.

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7. 
Promotion; Use of Names or Logos. 
 
7.1 
Announcements; Promotion. The Parties will highlight the collaborative aspect of their 
relationship in all communications related to the joint activities contemplated by this Agreement and will 
promote such activities as part of their outreach and public relations efforts. Each Party hereby agrees 
that no press release or similar public announcement or communication will be made or caused to be 
made concerning the execution or the subject matter of this Agreement unless specifically approved in 
advance by all Parties hereto. 
 
7.2 
Use of Marks. 
 
7.2.1 
Trademarks. Each Party’s names, trademarks, trade names, service marks, logos 
and symbols (collectively, the “Marks”) are, and will remain, that Party’s sole and exclusive property. 
Neither Party has acquired, nor will acquire (by operation of law, this Agreement or otherwise), any right, 
title or interest in the other Party’s Marks. Each Party recognizes the value of the goodwill associated with 
the other Party’s Marks and acknowledges that all rights therein belong exclusively to such other Party. 
Any and all goodwill and rights under trademark and copyright law, and all other intellectual property 
rights that arise in favor of a Party’s Marks, as a result of this Agreement or otherwise, will inure to the sole 
and exclusive benefit of the owning Party. Neither Party will attack, dispute or challenge the owning 
Party’s right, title and interest in and to such owning Party’s Marks or assist others in so doing. 
 
7.2.2 
License. Each Party hereby grants to the other Party, as of the Effective Date and 
during the Term of this Agreement, a revocable, non-exclusive, non-transferable and non-sub-licensable 
license to use the Party’s Marks set forth on Attachment A hereto solely in connection with the Project 
and the activities contemplated by this Agreement. Each Party agrees to use such Marks only in 
conformity with the owning Party’s specific written instructions as may be provided from time to time. 
Any permitted use of a Party’s Marks must, in each instance, comply with the owning Party’s 
requirements, including using the “®” indication of a registered trademark where applicable. 
 
7.3 
No Endorsement. Except as provided in the foregoing, neither Party will imply the 
endorsement of the other Party or use publicly for publicity, promotion or otherwise, any Mark of the 
other Party, or any simulation, abbreviation, or adaptation of the same, or the name of any employee or 
agent of the other Party, without the applicable Party’s prior written, express consent. Each Party may 
withhold such consent in its sole and absolute discretion. Violation of this provision is a material breach 
of this Agreement. 
 
8. 
Intellectual Property. 
 
8.1 
“Intellectual Property” (“IP”) shall mean any inventions, discoveries, concepts, methods, 
processes, data, copyrights, computer programs and related documentation, works of authorship fixed in 
a medium of expression, or mask works, whether or not patentable, copyrightable or subject to mask 
work rights or other similar statutory rights, as well as applications for any such rights. 
 
8.2 
“Background Intellectual Property” or “Background IP” means any and all Intellectual 
Property or Intellectual Property rights existing and owned by a Party prior to the Effective Date of this 
Agreement or a related SOW, or independently developed by such Party, whether prior to or after the 
Effective Date, other than Project Intellectual Property.

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8.2.1. Maricopa Background IP. MCSSO will retain ownership, right, title, and interest in and to 
its Background IP, including any that may be incorporated into the goods, service, work product or 
deliverables. “Maricopa Content” means Maricopa’s subject matter expertise. For the avoidance of doubt, 
Maricopa’s Background IP includes, without limitation, Maricopa Content. Solely for the purpose of and 
to the extent necessary to allow ASU to use any good, service, work product, or deliverable as 
contemplated by the Agreement, Maricopa hereby grants to ASU a fully paid up, perpetual, irrevocable, 
non-exclusive, royalty-free, worldwide right and license to Maricopa’s Background IP. To the extent the 
Maricopa Background IP includes, incorporates, embeds or relies on any intellectual property owned by 
one or more third parties, Maricopa represents that it has any and all permissions required to license the 
Background IP to ASU as stated in this Section 8. 
8.2.2. ASU Background IP. ASU will retain all ownership, right, title and interest in and to its 
Background IP, including any that may be incorporated into the goods, service, work product or 
deliverables. “ASU Content” means nanocourse content and any and all related materials. For the 
avoidance of doubt, ASU’s Background IP includes, without limitation, ASU Content. Except as set forth 
herein or as otherwise permitted by applicable law or contract, Maricopa will make no other use of ASU’s 
Background IP or the ASU Content. 
8.3 
“Project Intellectual Property” shall mean any and all Intellectual Property that Maricopa 
or ASU, or any of their respective affiliates, makes, conceives, discovers, develops, or creates, either solely 
or jointly with any other person or persons, including each other, in connection with this Agreement, or 
any related SOW. 
8.3.1 
Project Intellectual Property shall be a “work made for hire” and shall be the exclusive 
property of ASU. Maricopa hereby assigns, transfers, and releases to ASU any and all of Maricopa’s rights, 
title, and interest in and to all Project Intellectual Property, free and clear of any lien, encumbrance or any 
other right or interest of any other person. 
8.3.2. Maricopa warrants that it has the authority to assign, or cause its employees to assign, 
any interest they may have in Project Intellectual Property. Maricopa will cause its employees to execute 
appropriate documents for Maricopa to fulfill its obligations in this Section 8. Except for compensation 
set forth in this Agreement, including but not limited to Section 3 (“Financial Arrangements”) and 
Attachment A, hereto, which the Parties agree represent good, valuable, and sufficient consideration, ASU 
will be charged no additional monies for the assignments and assistance. 
8.3.3. To the extent any Project IP is not considered work made for hire for ASU (or if ownership 
of all rights therein does not otherwise vest exclusively in ASU), Maricopa hereby irrevocably assigns, and 
will cause its affiliates or employees to so assign, without further consideration, to ASU all right, title and 
interest in and to all Project IP, including all copyright rights of ownership. 
8.3.4. Maricopa will make full and prompt disclosure of the Project IP to ASU. Maricopa will, and 
will cause its affiliates or employees to, as and when requested by ASU, do such acts, and sign such 
instruments to vest in ASU the entire right, title and interest to the Project IP, and to enable ASU to 
prepare, file, and prosecute applications for, and to obtain patents and/or copyrights on, the Project IP, 
and, at ASU’s expense, to cooperate with ASU in the protection and/or defense of the Project IP.

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8.6 
Limited Rights. Except as expressly provided in this Section, this Agreement does not 
constitute a grant by either Party to the other of any license or rights to the Intellectual Property of a Party 
that may exist at the Effective Date, or during the Term of this Agreement. 
 
9. 
Data Ownership and Security. 
 
9.1 
The Parties do not anticipate sharing personally identifiable information or personal data 
with each other. Should the Parties mutually agree to share such, each Party shall comply with all data 
privacy laws, rules, and regulations applicable to it in its performance under this Agreement (collectively 
“Data Privacy Laws”), which may include but is not limited to, FERPA and the General Data Protection Act 
(“GDPR”), and shall, upon mutual agreement of the Parties, execute any amendments to this Agreement 
or applicable SOW necessary for each of the Parties to maintain compliance with the Data Privacy Laws, 
including as specified in each SOW. 
 
9.2 
As between the Parties, ASU will own, or retain all of its rights in, all data and information, 
including all output, reports, analyses, and other materials relating to, derived from or generated pursuant 
to the Agreement, as well as all data obtained or extracted through ASU’s or Maricopa’s use of such data 
or information (collectively, the “ASU Data”). ASU Data also includes all data and information provided 
directly to Maricopa by ASU students and employees, and includes personal data, metadata, and user 
content. 
 
9.2 
ASU Data will be ASU’s Intellectual Property and Maricopa will treat it as ASU’s 
Confidential Information. Maricopa will not use, access, disclose, or license or provide to third parties, 
any ASU Data, or any materials derived therefrom, except: (i) to fulfill its obligations to ASU hereunder; or 
(ii) as authorized in writing by ASU. Without limitation, Maricopa will not use any ASU Data, whether or 
not aggregated or de-identified, for product development, marketing, profiling, benchmarking, or product 
demonstrations, without, in each case, ASU’s prior written consent. Maricopa will not, directly or 
indirectly: (x) attempt to re-identify or de-aggregate de-identified or aggregated information; or (y) 
transfer de-identified and aggregated information to any third party unless that third party agrees not to 
attempt re-identification or de-aggregation. For ASU Data to be considered de-identified, all direct and 
indirect personal identifiers must be removed, including names, ID numbers, dates of birth, demographic 
information, location information, and school information. Upon request by ASU, Maricopa will deliver, 
destroy, and/or make available to ASU, any or all ASU Data. 
 
9.3 
All Maricopa systems containing ASU Data must be designed, managed, and operated in 
accordance with best industry practices for information security, access control and encryption and be in 
compliance with all applicable federal and state laws, regulations and policies. Maricopa agrees to report 
information security incidents immediately to ASU (including those that involve information disclosure 
incidents, unauthorized disclosure of ASU Data, network intrusions, successful virus attacks, unauthorized 
access or modifications, and threats and vulnerabilities. 
 
10. 
Notices. 
 
All notices, requests, demands and other communications hereunder will be given in writing and will be: 
(a) personally delivered; (b) sent via email or other electronic means; or (c) sent to the Parties at their 
respective addresses indicated herein by commercial overnight courier service. The respective addresses 
to be used for all such notices, demands or requests are as follows: 
 
If to ASU: 
If to Maricopa:

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Arizona State University 
Office of the University Provost 
P.O. Box 877805 
Tempe, Arizona 85287-7805 
Attn: Nancy Gonzales, University Provost 
Email: nancy.gonzales@asu.edu 
With a copy to: 
Arizona State University 
Mary Lou Fulton Teachers College 
PO Box 871811 
1050 S Forest Mall 
Tempe, AZ, 85287-1811 
Attn: Dean 
Email: Carole.Basile@asu.edu 
And a copy to: 
Arizona State University 
Office of General Counsel 
P.O. Box 877405 
Tempe, Arizona 85287-7405 
Email: ogcmail@asu.edu 
Office of Maricopa County School Superintendent 
4041 N. Central Avenue, Suite 1200 
Phoenix, AZ 85012 
Attn: Matt Morales, Chief Deputy 
matt.morales@maricopa.gov 
Office of Maricopa County School Superintendent 
4041 N. Central Avenue, Suite 1200 
Phoenix, AZ 85012 
Attn: Steve Watson, 
Maricopa County School Superintendent 
steve.watson@maricopa.gov 
If personally delivered, such communication will be deemed delivered upon actual receipt; if sent 
by electronic transmission, such communication will be deemed delivered the next business day 
after transmission, and sender will bear the burden of proof of delivery; and if sent by overnight courier, 
such communication will be deemed delivered upon receipt as evidenced in writing. Either Party may 
change its address for notice and the address to which copies must be sent by giving notice thereof in 
accordance with this Section. 
11.
General Terms and Conditions.
11.1 
Entire Agreement; Recitals and Exhibits. This Agreement constitutes the entire 
agreement between the Parties with respect to the subject matter hereof, and supersedes any prior 
agreement or understanding among or between them with respect to the subject matter of this 
Agreement. No other agreement, verbal or otherwise in relation to such matters, will be binding upon 
the Parties unless agreed to by the Parties in a writing signed by all Parties. All recitals herein, and all 
exhibits attached hereto and referred to herein, are integral and material parts of this Agreement. 
11.2 
Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising 
from or relating to this Agreement or the breach, termination or validity thereof, the Parties will first 
attempt to resolve the matter over a period of at least thirty (30) days before resorting to formal dispute 
resolution, except that equitable remedies may be sought immediately. To this effect, they will consult 
and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a 
just and equitable solution satisfactory to all Parties. The Parties agree to arbitrate disputes filed in

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Arizona Superior Court that are subject to mandatory arbitration pursuant to A.R.S. § 12-133. A.R.S. § 12- 
1518 requires this provision in all ASU contracts. 
11.3 
Prevailing Terms. In the event of a conflict between the terms and conditions set forth in 
the body of this Agreement and any attachment or schedule hereto, the terms and conditions of this 
Agreement will take precedence over any conflicting terms and conditions in any attachment hereto, 
provided that if a particular attachment expressly amends by section a term of this Agreement, such 
amendment will take precedence and be valid. 
11.4 
Amendment. None of the provisions of this Agreement can be changed, waived, 
discharged or terminated, except by a document in writing signed by the Party against whom enforcement 
of the change, waiver, discharge or termination is sought. 
11.5 
Force Majeure. Neither Party will be liable for failure to perform any obligation under this 
Agreement if such failure is directly caused by a Force Majeure Event. A “Force Majeure Event” shall mean 
an event or circumstance that is beyond the reasonable control and without the fault or negligence of the 
party impacted, and that could not have been prevented by the reasonable diligence of the party. 
Without in any way limiting the foregoing, a Force Majeure Event may include, but is not restricted to, acts 
of God or of a public enemy, acts of the Government in either its sovereign or contractual capacity, war, 
riots, fires, floods, epidemics or pandemics, mass health issues or disease, quarantine restrictions, strikes 
or labor difficulties, civil tumult, freight embargoes, natural disasters, unusually severe weather, a failure 
or disruption of utilities or critical electronic systems, acts of terrorism, mass shootings or other 
emergencies that may disrupt the operations of a campus or facility. 
11.6 
Compliance with Applicable Law. In the performance of their respective duties and 
obligations under this Agreement, each Party will, at all times, comply with all applicable laws, statutes, 
rules, regulations, standards and orders, and will act professionally and in good faith. 
11.7 
Further Assurances. Before or after the date hereof, as appropriate, each of the Parties 
will, at the requesting Party’s expense, do, execute, acknowledge, deliver, file and record, upon request 
of the other Party, all further acts, supplements, conveyances, assignments, transfers, releases, consents, 
terminations, documents and other assurances reasonably necessary or advisable, in the reasonable 
judgment of the requesting Party, to further effect the purposes or to carry out or to enforce the terms 
and intent of this Agreement. 
11.8 
Severability. If any provision of this Agreement, or the application thereof to any person, 
entity or circumstances, is deemed to be invalid or unenforceable to any extent by an arbitrator or by a 
court of competent jurisdiction, then the remainder of this Agreement, and the application of such 
provision to other persons, entities or circumstances, will not be affected thereby and will be enforced to 
the greatest extent permitted by law, unless a material failure of consideration would result thereby. In 
addition, such provision will be reformed such that it will be applied to the greatest extent legally 
enforceable and the Parties hereto agree to be bound thereby. 
11.9 
Successors and Assigns; No Third-Party Beneficiaries. This Agreement will be binding 
upon and inure to the benefit of each of the Parties and their respective legal representatives, successors 
and assigns. Nothing in this Agreement, expressed or implied, is intended or will be construed to confer 
upon any person or entity, other than the Parties and their respective successors and assigns, any right, 
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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11.10 No Exclusivity. Each Party acknowledges that the relationship of the Parties hereunder is 
non-exclusive. Each Party retains the right to contract and collaborate with other schools or entities 
without restriction, and to host and conduct other educational programs; provided however, that during 
the Term of this Agreement, the Parties agree that they are working together on an exclusive basis for 
purposes of the Project and will continue to satisfy their respective obligations pursuant to this 
Agreement. 
12.
University and State Required Provisions.
12.1 
Nondiscrimination. The Parties will comply with all applicable state and federal laws, 
rules, regulations and executive orders governing equal employment opportunity, immigration and 
nondiscrimination, including the Americans with Disabilities Act. 
12.2 
Conflict of Interest. If within 3 years after the execution of this Agreement, Maricopa 
hires as an employee or agent any ASU representative who was significantly involved in negotiating, 
securing, drafting, or creating this Agreement, then ASU may cancel this Agreement as provided in A.R.S. 
§ 38-511.
12.3 
Failure of Legislature to Appropriate. In accordance with A.R.S. § 35-154, if ASU’s 
performance under this Agreement depends on the appropriation of funds by the Arizona Legislature, and 
if the Legislature fails to appropriate the funds necessary for performance, then ASU may provide written 
notice of this to Maricopa and cancel this Agreement without further obligation of ASU. Appropriation is 
a legislative act and is beyond the control of ASU. 
12.4 
Student Educational Records. The Parties recognize that certain student educational 
records may be protected by the federal Family Educational Rights and Privacy Act and its implementing 
provisions (FERPA) (20 U.S.C. § 1232g). To the extent that it obtains records that are subject to FERPA, 
each of the Parties agrees to comply with FERPA. 
12.5 
Anti-Corruption Laws. The Parties certify that they are familiar with the U.S. laws 
prohibiting corruption and bribery under the U.S. Foreign Corrupt Practices Act and the United Kingdom 
laws prohibiting corruption and bribery under the UK Bribery Act. In connection with the Parties’ work 
under this Agreement, the Parties will not offer or provide money or anything of value to any 
governmental official or employee or any candidate for political office in order to influence their actions 
or decisions, to obtain or retain business arrangements, or to secure favorable treatment in violation of 
the Foreign Corrupt Practices Act, the UK Bribery Act, or any other local anti-corruption law, either 
directly or indirectly. Any breach of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or other 
local anti-corruption law, will be a material breach of this Agreement. 
12.6 
Export Controls. Interactions between U.S. nationals and non-U.S. nationals may be 
subject to U.S. laws and regulations controlling the transfer or sharing of information or technical data, 
computer software, laboratory prototypes and other commodities (“Technology”), as defined and 
restricted by the U.S. Export Administration Regulations, U.S. International Traffic in Arms Regulations, 
and through the sanctions and embargoes established through the Office of Foreign Assets Control 
(collectively, the “Export Control Laws”). None of the work undertaken pursuant to this Agreement will 
require any Party to take or fail to take any action that would cause a violation of any of the Export 
Control Laws. If any of the work to be undertaken pursuant to this Agreement requires, in ASU’s sole 
judgment and discretion, a license or other authorization from any agency or authority of the U.S. 
government and/or any written assurances that the Party receiving any Technology will not re-export,

11 
transfer, or otherwise share such Technology to or with certain other foreign nationals or destinations 
without the prior approval of the U.S. Government, no such work will be required unless and until the 
appropriate license or written assurance is obtained. The Parties will cooperate with each other to 
facilitate compliance with any applicable requirements of the Export Control Laws. 
13.
Counterparts. This Agreement may be executed in one or more counterparts, each of which will
be deemed an original, but all of which taken together will constitute one and the same instrument, and
photocopy, facsimile, electronic and other copies will have the same effect for all purposes as an ink- 
signed original.
[Signatures on next page.]

12 
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized 
representatives as of the date first above written. 
THE ARIZONA BOARD OF REGENTS FOR AND ON BEHALF OF 
ARIZONA STATE UNIVERSITY 
By: 
Nancy Gonzales 
Executive Vice President and Provost of the University 
By: 
Matt Morales 
Chief Deputy, Office of Maricopa County School Superintendent

13 
WORK SCHEDULE 1 
Professional Development Model Design Program 
This Work Schedule 1 is issued pursuant to, made part of and governed by the Collaboration 
  on Agreement, February 1st, 2023 (the“ Agreement”) by and between 
Maricopa County School Superintendent’s Office (MCSSO) and the Arizona Board of Regents for and 
on behalf of Arizona State University and its Mary Lou Fulton Teachers College (“  ASU ”). 
Capitalized terms used in this Work Schedule 1 without definition on have the meanings ascribed to 
them in the Agreement. 
Description The Program will be comprised of the professional development and online courses set forth 
below. 
Timeframe. 
Development timeline will start as soon as the agreement is signed or February 1st, 2023, 
development is estimated to be completed by April 1, 2023. 
Compensation. ASU will pay Office of Maricopa County School Superintendent an amount of 
[thirteen hundred] Dollars ($1,300.00) per course developed, for a total of [Fifty Two Hundred] 
($5,200.00). 
Party Responsibilities. Each Party agrees to provide the resources, services, and services described 
below: 
Maricopa County School Superintendent Office 
●
Create the content for [four] (4[numerical]) nanocourses to support Industry Experts as
community educators using the OODL nanocourse template
●
Collaborate with ASU’s nanocourse instructional designer throughout the content development
process (timeline and meeting cadence agreed upon collectively at project kick-off)
●
Script and participate in the recording of videos for courses
●
Provide organizational Logos/Branding guidelines for co-branded courses
Mary Lou Fulton Teachers College: 
●Design and production services
●Instructional Design services
●Payment of [thirteen hundred] Dollars ($1,300.00) per course, once course templates are
completed and approved by the Community Educator nanocourse team.
●Co-branding courses with MCSS office
●Free access codes for up to 1,200 users annually for up to five years.
●Using, or not using courses as ASU sees fit, in its sole discretion, within ASU’s MLFTC Community
Educator Nanocourse catalog

14 
ATTACHMENT A 
Marks