RoboKind Data Share Agreement

This Data Sharing Agreement, herein referred to as "DSA", for confidential data sharing is entered into by and between ROBOKIND LLC ("RoboKind") and [SCHOOL] herein referred to as "School" who, as parties to the DSA, elect to accept its terms, to wit:

The mission of RoboKind is to provide the Robots4Autism program - Milo. To that end, data is being requested as part of the DSA to fulfill the organization's mission. The DSA establishes that individually-identifiable health information that falls under the protection of the Health Insurance Portability and Accountability Act ("HIPAA"), data that deals with confidentiality provisions of the Patient Safety Rule, and social security numbers will not be released. Data that are released must be used consistent with the Family Education Rights and Privacy Act (FERPA), HIPAA and RoboKind's policies for managing student education records and other confidential information. School grants RoboKind license to use such data to provide the Robots4Autism program.

The scope of the project addressed in this DSA is limited to the use of teacher and student data for the purpose of providing the program.

Data Sharing

The data shall be provided by School to RoboKind. The format will vary depending on integration method and requirements. Any data received by RoboKind pursuant to this DSA shall be destroyed upon written request when it is no longer needed for the designated purpose. Notwithstanding the foregoing, or anything contained hereto the contrary, to the extent that RoboKind maintains regular back-up or centralized retention of electronically created data or electronically stored information (collectively "ESI"), such ESI may be retained as necessary to comply with the existing policy for back-up and archiving of ESI.

Confidentiality

RoboKind will maintain the confidentiality of any and all student and staff data obtained from School as a part of this DSA. The confidentiality requirements under this paragraph shall survive the termination or expiration of this DSA or any subsequent agreement intended to supersede this DSA. To ensure the continued confidentiality and security of the student and staff data processed, stored, or transmitted under this DSA, RoboKind shall establish a system of safeguards that will at minimum include the following:

RoboKind shall develop, implement, maintain and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all data, including electronically-maintained or transmitted data received from, or on behalf of School. These measures will be extended by contract to all subcontractors used by RoboKind.

RoboKind and its employees, subcontractors and agents involved in the handling, transmittal, and/ or processing of data provided under this DSA will be required to maintain the confidentiality of all student and staff-related personally identifiable information.

Procedures and systems that shall require the use of secured passwords to access computer databases used to process, store, or transmit data provided under this DSA.

Procedures and systems, such as good practices for assigning passwords, shall be developed and implemented to maintain the integrity of the systems used to secure computer databases used to process, store, or transmit data provided under this DSA.

Procedures and systems that ensure that all confidential student and staff data processed, stored, and/ or transmitted under the provisions of this DSA shall be maintained in a secure manner that prevents the interception, diversion, or other unauthorized access to said data.

The procedures and systems developed and implemented to process, store, or transmit data provided under this DSA shall ensure that any and all disclosures of confidential student and staff data comply with all provisions of federal (HIPAA, FERPA, E-Government, etc.) and state laws relating to the privacy rights of students and staff as such laws are applicable to the parties to this DSA.

Permission shall be obtained from School prior to publications or disclosure of data, or other uses not outlined in this DSA.

Indemnification

School shall hold RoboKind and its past and present and future trustees, officers and employees harmless and shall indemnify all such parties against any and all claims, demands, and causes of action of whatever kind or nature asserted by any third party, occurring or in any way incident to, arising out of, or in connection with any acts of RoboKind and its agents, employees, and subcontractors done in connection with this DSA.

Nothing in this DSA shall be construed to create a claim or cause of action against RoboKind for which it is not otherwise liable, nor to waive any immunity or defense to which RoboKind may be entitled.

Entire Agreement

This document states the entire agreement between RoboKind and School with respect to its subject matter and supersedes any previous and contemporaneous or oral representations, statements, negotiations, or agreements.

Execution

Each of the persons signing this DSA on behalf of a party or entity other than a natural person represents that he or she has authority to sign on behalf and to bind such party.

Assignment

None of the signatories to this DSA may assign their rights, duties, or obligations under this DSA, either in whole or in part, without the prior written consent of the other signatories to this DSA.

Severability

If any provision of this DSA is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this DSA such provision shall be fully severable. This DSA shall remain in full force and effect unaffected by such severance, provided that the severed provision(s) are not material to the overall purpose and operation of this DSA.

Waiver

Waiver by any signatory to this DSA of any breach of any provision of this DSA or warranty of representation set forth herein shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right under this DSA shall not operate as a waiver of such right. All rights and remedies provided for in this DSA are cumulative.

Modification and Amendments

This DSA may be amended or modified at any time by mutual agreement of the authorized representatives of the signatories to this DSA. RoboKind and School further agree to amend this DSA to the extent amendments are required by an applicable law or policy issued by an appropriate regulatory authority if the amendment does not materially affect the provisions of this DSA. However, if new laws, policies, or regulations applicable to RoboKind and School are implemented which materially affect the intent of the provision of this DSA, the authorized representatives of the signatories to this DSA shall meet within a reasonable period of time, from the date of notice of such change of law, policy, or regulations, to confer regarding how and/ or if those laws, policies, or regulations will be applied or excepted.

Term of this DSA

This DSA shall be in effect for a term commencing from the effective date, which is the date when the DSA is fully executed by both parties, until the termination of services provided by RoboKind to School.

ROBOKIND LLC REQUESTOR'S SIGNATURE: [SCHOOL]

By: _________________________ By: ____________________

Richard Margolin [NAME]

Chief Technology Officer [TITLE]

Date: ________________ Date: _____________