Last Updated: Februrary 9th, 2026
TERMS
1. General.
The Organization wishes to engage with Kaleidoscope Scholarship Fund, a Minnesota nonprofit corporation(the “Administrator”), to provide those certain services outlined in the Services Proposal. In connection therewith, the Administrator will provide such services for the Organization.
(a) Agency Relationship. The Administrator shall provide the Services to the Organization. The Administrator shall hold all program funds received from the Organization (the "Program Funds") in a segregated ledger account and shall disburse such funds solely in accordance with the Organization's written instructions and the terms of this Agreement.Title to the Program Funds shall remain with the Organization at all times until disbursement to scholarship recipients.
(b) Selection Authority. The Organization shall retain sole and exclusive authority over the selection of scholarship recipients. TheAdministrator shall not exercise any discretion over recipient selection and shall disburse awards only to recipients identified in writing by theOrganization. The Administrator may, at the Organization's request, provide administrative support for the selection process, including application collection, eligibility verification against objective criteria specified by the Organization, and coordination of review committees, but all final selection decisions shall be made by the Organization.
2. Program Funds and Fees.
(a) Program Funds. The Organization shall transfer theProgram Funds to the Administrator in accordance with the payment schedule set forth in the Proposal. The Administrator shall hold the Program Funds in a segregated general ledger account and shall maintain accurate records of all receipts and disbursements.
(b) Return of Funds. Upon termination of this Agree mentor the Termination Date of the Program Services (as set forth in the Proposal),the Administrator shall return any unexpended Program Funds to the Organization within ninety (90) days, unless otherwise discussed and agreed to, to allow time for processing of returned checks/ACH’s.
3. Prohibited Uses of Funds.
The Administrator agrees not to use any of the Program Funds:
(a) to carry on propaganda or otherwise attempt to influence legislation (within the meaning of Code Section 4945(d)(1));
(b) to influence the outcome of any specific public election, to carry on, directly or indirectly, any voter registration drive;
(c) to make a grant that does not comply with the requirements of Code Section 4945(d)(3) or (4) (regarding grants to individuals for travel, study or similar purposes); or
(d) to undertake any activity for any purpose other than charitable, educational or other exempt purposes described in Code Section170(c)(2)(B).
4. Administrator Reporting, Record Keeping and Other Requirements.
(a) Record Keeping. The Administrator shall maintain financial and other records of receipts and expenditures and provide for such controls as is necessary to assure proper use of the Program Funds exclusively for the purposes of the scholarship program as provided in this Agreement and to make its books and records available to the Organization at reasonable times upon request. The Organization shall have the right, upon reasonable notice, to audit at any time up to four years after the year of use of the Program Funds, the Administrator's records relating to the expenditure of the Program Funds.The Administrator shall return to the Organization all funds which are determined after audit to have been improperly applied or not used for the purposes described in this Agreement.
(b) Reporting. The Administrator agrees to provide to the Organization full and complete reports concerning the manner in whichProgram Funds were expended, detailing the expenditure of all Program Funds and the Administrator's use of the Program Funds in compliance with the terms of this Agreement and the progress made by the Administrator toward achieving the purposes for which the services were engaged. Such reports shall be promptly provided to the Organization within thirty (30) days of such request. All reports required to be submitted by the Administrator under this paragraph shall be in a form acceptable to the Organization. The Administrator will immediately report to the Organization any significant issues affecting theServices, including, but not limited to, disbursement failures, compliance concerns, or data security incidents.
(c) Administrator Failure to Comply with thisAgreement/Return of Program Funds. If the Administrator fails to comply with the terms of this Agreement, the Administrator shall return all unexpendedProgram Funds to the Organization. In addition, the Administrator shall repay to the Organization any Program Funds the Organization reasonably determines were expended for purposes other than the scholarship purposes outlined in this Agreement.
5. Liability and Indemnity.
(a) Organization's Limited Liability. The Organization does not assume any liability or responsibility for the actions of theAdministrator in carrying out the Services, except as expressly set forth in Section 5(c) with respect to the Organization's handling of applicant data.
(b) Administrator's Indemnity of Organization. TheAdministrator shall defend, indemnify and hold harmless the Organization and the Organization's directors, officers, employees, affiliates, agents, successors and assigns from any and all liability, losses, damages, claims, demands, actions, causes of action, attorney's fees, costs, and expenses of whatever nature arising directly or indirectly from, or relating to, theAdministrator's performance of the Services under this Agreement, excluding claims arising from the Organization's breach of Section 6 or the Organization's selection decisions.
(c) Organization's Indemnity of Administrator - Data Protection. The Organization shall defend, indemnify, and hold harmless the Administrator and the Administrator's directors, officers, employees, affiliates, agents, successors, and assigns from and against any and all liability, losses, damages, claims, demands, actions, causes of action, attorney's fees, costs, and expenses of whatever nature (including direct damages to the Administrator) arising directly or indirectly from, or relating to: (i) any third-party claims arising from the Organization's breach of the data provisions of Section 6, or (ii) the Organization's use, disclosure, or handling of Program Data (as defined in Section 6) in violation of this Agreement or applicable data protection laws; provided, however, that the Organization's total liability under this Section 5(c) shall not exceed the total Service Fees paid by the Organization under this Agreement during the twelve (12) months preceding the claim.
(d) Administrator's Indemnity of Organization - Data Protection. The Administrator shall defend, indemnify, and hold harmless the Organization and the Organization's directors, officers, employees, affiliates, agents, successors, and assigns from and against any and all liability, losses, damages, claims, demands, actions, causes of action, attorney's fees, costs, and expenses of whatever nature arising directly or indirectly from, or relating to: (i) the Administrator's breach of its representations, warranties, or covenants under Section 6(c), or (ii) the Administrator's violation of applicable data protection laws in its collection, use, storage, or disclosure of Program Data while such data is in the Administrator's possession or control, except to the extent such claims arise from the Organization's breach of this Agreement.
(e) Organization's Indemnity of Administrator - Selection Decisions. The Organization shall defend, indemnify, and hold harmless the Administrator and the Administrator's directors, officers, employees, affiliates, agents, successors, and assigns from and against any and all liability, losses, damages, claims, demands, actions, causes of action, attorney's fees, costs, and expenses of whatever nature arising directly or indirectly from, or relating to the Organization's selection of scholarship recipients, including any claims of discrimination, bias, or improper selection criteria, provided that the Administrator followed the Organization's written instructions in administering the selection process.
(f) Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such delay. The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that the indemnified party may participate in the defense at its own expense and the indemnifying party shall not settle any claim without the indemnified party's prior written consent (not to be unreasonably withheld) if such settlement would impose any obligations on or admit any liability by the indemnified party.
(g) Limitation of Administrator's Liability. Notwithstanding any other provision of this Agreement, the Administrator's total aggregate liability to the Organization arising out of or relating to this Agreement, including any matters relating to Program Data or the Services, shall not exceed the total Service Fees paid by the Organization under this Agreement during the twelve (12) months preceding the claim, except for claims arising from the Administrator's gross negligence, willful misconduct, or breach of Section 6(c).
(h) Limitation of Organization's Liability. Notwithstanding any other provision of this Agreement, the Organization's total aggregate liability to the Administrator arising out of or relating to this Agreement shall not exceed the total Service Fees paid by the Organization under thisAgreement during the twelve (12) months preceding the claim.
6. Data Ownership, License and Protection.
(a) Data Ownership and License Grant.
(i) Ownership. The Organization is the owner of all information and data relating to the scholarship program administered under this Agreement (collectively, "Program Data"), regardless of the technology platform or system used to collect, process, or store such data. Program Data includes, without limitation:
• All information and data provided by or relating to scholarship applicants, including profile information, application-specific information, and
supporting materials submitted by applicants ("ApplicantData");
• Review scores, rankings, evaluations, and assessments created in connection with evaluating applications;
• Analytics, reports, statistics, and other derived data or insights created regarding applicants, applications, or the scholarship program; and
• Any other information or materials created, collected, or processed in connection with administering the scholarship program.
(ii) License to Administrator. The Organization hereby grants to the Administrator a non-exclusive, royalty-free license to access, use, copy, store, and process Program Data solely for the purpose of providing the Services under this Agreement. This license shall terminate upon the expiration or termination of this Agreement, subject to Section 6(a)(iv).
(iii) No Other Rights. Except as expressly set for thin this Section 6(a), the Administrator acquires no right, title, or interest in or to Program Data. The Administrator shall not use Program Data for any purpose other than providing the Services, including but not limited to marketing, product development, benchmarking, or any other commercial purpose, without the Organization's prior written consent.
(iv) Return or Destruction of Data. Upon expiration or termination of this Agreement, the Administrator shall, within thirty (30) days and at the Organization's election, either (A) return all Program Data to the Organization in a format reasonably requested by the Organization, or (B) destroy all Program Data in the Administrator's possession or control and certify such destruction in writing. Notwithstanding the foregoing, the Administrator may retain copies of Program Data as required by applicable law or for legitimate compliance purposes, provided that such retained data remains subject to the confidentiality obligations of this Agreement.
(b) Organization's Access to Program Data. TheAdministrator shall provide the Organization with access to all Program Data through the Administrator's technology platform or such other means as the parties may agree. The Organization shall have full access to Applicant Data, application materials, review scores and evaluations, and all analytics and reports generated in connection with the scholarship program.
(c) Administrator's Data Protection Commitments.
(i) Compliance with Data Protection Laws. The Administrator represents and warrants that it complies, and covenants that it shall continue to comply, with all applicable laws, regulations, and industry standards relating to privacy, data security, and data protection (collectively, "Data Protection Laws"), including without limitation the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and California Privacy Rights Act(CPRA), the Personal Information Protection and Electronic Documents Act(PIPEDA), and other U.S. state privacy laws, in its collection, use, storage, and disclosure of Program Data.
(ii) Security Measures. The Administrator represents and warrants that it has implemented, and covenants that it shall maintain, appropriate technical and organizational measures for the protection and security of Program Data. Such measures shall include, without limitation:
• Access controls limiting access to Program Data to authorized personnel only;
• Encryption of information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked,
directly or indirectly, with a particular individual ("Personal Information") at rest and in transit where appropriate;
• Regular security assessments and updates to addressemerging threats;
• Incident response and breach notification procedures;
• Employee training on data protection and security practices; and
• Contractual safeguards with service providers who process Program Data on the Administrator's behalf.
(iii) Data Minimization and Purpose Limitation. The Administrator covenants that it shall collect only such Program Data as is necessary for the provision of the Services and shall use Program Data only for purposes consistent with this Agreement.
(iv) Retention Practices. The Administrator shall retain Program Data only for so long as necessary to provide the Services and comply with applicable legal requirements. Upon expiration or termination of this Agreement, the Administrator shall comply with Section 6(a)(iv).
(v) Third-Party Service Providers. The Administrator engages Kaleidoscope PBC, a Delaware Public Benefit Corporation, to provide technology platform and infrastructure services for scholarship management (the"Technology Provider"). The Administrator may also engage other third-party service providers to assist with the Services. The Administrator warrants that it maintains contractual agreements with the Technology Provider and all other service providers that impose data protection obligations substantially similar to those set forth in this Agreement, and that such service providers maintain industry-standard security measures for the protection of Program Data. Upon the Organization's written request, the Administrator shall provide a list of subcontractors with access to Program Data.
(vi) Security Incident Response. The Administrator maintains procedures for detecting, responding to, and mitigating any unauthorized or unlawful breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Personal Information (each, a "Security Incident").The Administrator covenants that, in the event of any Security Incident involving Program Data, it shall:
• Notify the Organization within seventy-two (72) hours of becoming aware of the Security Incident;
• Conduct a prompt investigation to determine the nature and scope of the incident;
• Take reasonable steps to mitigate the effects of the incident;
• Cooperate with the Organization in notifying affected applicants and regulatory authorities as required by applicable Data Protection Laws; and
• Provide reasonable cooperation to the Organization in responding to any inquiries or concerns arising from the incident.
(d) Data Processing Roles. For purposes of applicable Data Protection Laws, the Organization is the data controller or business (as applicable) with respect to Program Data, and the Administrator is a data processor or service provider (as applicable) processing Program Data on behalf of the Organization pursuant to this Agreement.
(e) Consumer Rights Requests. The Administrator shall promptly notify the Organization of any requests received from applicants to exercise their rights under applicable Data Protection Laws (including requests for access, deletion, correction, or portability of Personal Information contained in Program Data). The Organization shall be responsible for responding to such requests, and the Administrator shall provide reasonable assistance to the Organization in fulfilling such requests. If the Administrator receives instructions from the Organization to delete or modify Program Data in response to an applicant's request, the Administrator shall comply with such instructions within thirty (30) days.(f) Data Protection Audit Rights. Upon reasonable notice, the Organization shall have the right to audit the Administrator's compliance with this Section 6, including through third-party auditors, provided that such audits do not unreasonably interfere with the Administrator's business operations and are conducted no more than once per calendar year (unless a Security Incident has occurred or the Organization has reasonable grounds to believe a breach of this Section 6 has occurred).
7. Confidentiality.
(a) Confidential Information. Each party (the "Receiving Party") acknowledges that, in connection with this Agreement, it mayvreceive or have access to information that is confidential or proprietary tothe other party (the "Disclosing Party"), including but not limited to business plans, financial information, donor information, operational procedures, and technical information (collectively, "Confidential Information"). Program Data shall be deemed Confidential Information of the Organization.
(b) Obligations. The Receiving Party shall: (i) hold the Disclosing Party's Confidential Information in strict confidence; (ii) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent, except as expressly permitted by this Agreement or as required by law; and (iii) use such Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.
(c) Exceptions. Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or(iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
(d) Required Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall, to the extent permitted by law, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.
8. Termination.
This Agreement may be terminated by the Organization at anytime for “cause,” meaning if there has been a material breach of this Agreement by the Administrator. This Agreement may be terminated immediately upon written notice to the Administrator if the Administrator or anyone acting on the Administrator's behalf engages in any conduct that is criminal or would tend to damage the reputation of the Organization. The provisions of Sections 4(a), 4(b), 4(c), 5,6, and 7 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, any license granted to Organization pursuant to Section 6(a)(ii)prior to termination of this Agreement shall survive such termination and shall remain perpetual in accordance with the terms of Section 6(a)(ii).
9. Miscellaneous.
(a) Public Charity Status. The Administrator assures the Organization that (i) the engagement will not cause the Administrator to lose its status as a public charity described in Code Sections 509(a)(1) and170(b)(1)(A)(vi) or 509(a)(2), and (ii) based on its exemption determination letter from the Internal Revenue Service, the Administrator is a public charity that is still valid and has not been revoked or modified.
(b) Independent Contractor. The Administrator is an independent contractor and not an employee, partner, or joint venturer of the Organization. Nothing in this Agreement shall create or be construed to create a partnership, joint venture, or agency relationship between the parties, except for the limited agency relationship expressly set forth in Section 1(a) with respect to the custody and disbursement of Program Funds.
(c) Amendment. This Agreement may not be modified or amended except by written instrument signed by both parties to this Agreement.
(d) Entire Understanding. This Agreement and any related exhibits contain the entire understanding with respect to the subject matter of this Agreement and supersede all agreements or understandings, written or oral, prior to the execution of the Agreement.
(e) Paragraph Headings. The paragraph headings contained in this Agreement are included solely for the convenience of reference of the parties and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.
(f) Counterparts. This Agreement may be executed in several counterparts, with each counterpart deemed to be an original document and with all counterparts deemed, together, to constitute one and the same instrument. This Agreement shall become effective when each party here to shall have signed this Agreement or a counterpart of this instrument. Any counterpart may be executed and transmitted by facsimile or portable document format (.pdf)signature and such facsimile or .pdf signature, upon transmission, shall be deemed an original.
(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.
(h) Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be submitted to good faith mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with arbitration to take place in Minneapolis, Minnesota. The decision of the arbitrator shall be final and binding on the parties.
(i) Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate in writing.
(j) Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.
(k) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
(l) Assignment. Neither party may assign or otherwise transfer its rights or delegate its duties under this Agreement without the other party's prior written consent, except that either party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.
(m) Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
(n) Authorization. Each party warrants and represents that (i) it is authorized to enter into and legally is able to perform all obligations imposed on it under this Agreement, and (ii) this Agreement shall bind any of its successors or assigns.
10. Insurance.
(a) Required Coverage. The Administrator shall maintain, at its own expense, the following insurance coverage throughout the term of this Agreement:
(i) Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, covering bodily injury, property damage, and personal injury;
(ii) Professional Liability (Errors & Omissions) Insurance with limits of not less than One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate, covering claims arising from the Administrator's professional services;
(iii) Cyber Liability Insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence, covering data breaches, network security failures, and privacy liability, including coverage for notification costs, credit monitoring, forensic investigation, and regulatory defense; and
(iv) Fidelity Bond/Crime Insurance with limits of not less than One Million Dollars ($1,000,000), covering employee dishonesty, forgery, theft, and fraudulent transfer of funds.
(b) Policy Requirements. All insurance policies required under this Section shall: (i) be issued by insurers with an A.M. Best rating of A- or better; (ii) name the Organization as an additional insured on the Commercial General Liability policy; and (iii) provide that the Administrators hall give the Organization at least thirty (30) days' prior written notice of cancellation or material change in coverage.
(c) Evidence of Insurance. Upon the Organization's written request, the Administrator shall provide certificates of insurance evidencing the coverage required under this Section within ten (10) business days.
