Contract red flags in school communication agreements
The feature evaluation takes three months and the contract review takes forty minutes, which is precisely the wrong ratio. Everything that will actually hurt you over six years — the escalator, the renewal window, the export right, what happens when the vendor is acquired — is decided in the document nobody weighted.
| Clause pattern | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Six-year total |
|---|---|---|---|---|---|---|---|
| Fixed 36 months, then lesser of CPI-U or 5% | $39,000 | $39,000 | $39,000 | $40,950 | $42,998 | $45,147 | $246,095 |
| Flat 5% every year from year 2 | $39,000 | $40,950 | $42,998 | $45,147 | $47,405 | $49,775 | $265,275 |
| Flat 8% every year from year 2 | $39,000 | $42,120 | $45,490 | $49,129 | $53,059 | $57,304 | $286,102 |
| Capped at 5%, carve-out for "added modules" (one module in year 3) | $39,000 | $40,950 | $52,998 | $55,647 | $58,430 | $61,351 | $308,376 |
| Renews at "then-current list price" (12% observed) | $39,000 | $43,680 | $48,922 | $54,792 | $61,367 | $68,731 | $316,492 |
Arithmetic, not data: a $3.25 per-student rate at 12,000 students, held flat in enrolment so the clause is the only variable, with a $10,000 module added in year three in row four and an illustrative 12 per cent list-price movement in row five. The spread between the top and bottom rows is $70,397 over six years on an identical product. That gap is decided in a clause most districts do not weight, and it is larger than the difference between most of the vendors you are comparing.
The eleven, with strike-ready language
- Renewal at "then-current list price". This is not a price term. Replace with: "Fees are fixed for the Initial Term. For each Renewal Term, fees shall increase by no more than the lesser of the change in CPI-U over the preceding twelve months or five percent (5%), with no exclusions."
- A cap with carve-outs. "Capped at 4%, excluding pass-through costs and added functionality" is a cap on the part of the invoice that was not going to rise. Replace with: a cap on total invoiced amount, with the exclusions deleted.
- Auto-renewal with a notice window that closes before your budget cycle. Replace with: "This Agreement shall not renew automatically" or, failing that, a notice window that opens no earlier than ninety days before the term ends, plus an obligation on the vendor to notify the District in writing when it opens.
- Data ownership stated as "the District retains ownership". Ownership without a delivery mechanism is a sentiment. Add: "Upon request at any time during the Term and for ninety (90) days thereafter, Vendor shall deliver a complete export of District Data in a documented machine-readable format at no charge."
- Silence on change of control. Add: a right to terminate within ninety days of an acquisition or of any material change to the data-handling terms, with export and a prorated refund, and no early-termination charge.
- No prohibition on marketing to families. Add: "Vendor shall not market or sell any product or service to District students or families, and shall derive no subscription or transaction revenue from them, whether or not through the Services."
- Metered usage described but not rated. If voice minutes and SMS segments are billable, the rate, the rounding increment and the invoicing cadence belong in the agreement, not in a portal.
- Enrolment adjustments that only move upward. Replace with: symmetrical language, adjusting in both directions on the same measurement date and the same enrolment source.
- Uptime committed in marketing, absent from the SLA. If a number matters to you, it needs a definition, a measurement method and a remedy. A percentage with no remedy is decoration.
- Sub-processors listed by category rather than by name. "Cloud hosting providers" is not a list. Require named entities, a notification obligation before adding one, and the right to object.
- Breaking changes and deprecations with no timing commitment. Add: a commitment that materially breaking changes ship outside the instructional year, with ninety days' notice.
Data ownership: four phrasings, one that works
Almost every agreement in this category says something reassuring about your data. Only one of the four common constructions is enforceable when you actually try to leave.
- "District retains all right, title and interest in District Data." True and nearly useless on its own. It settles ownership and says nothing about delivery, format, timing or cost.
- "Vendor will provide reasonable assistance with data export." Worse than it sounds. "Reasonable" is the vendor's judgement, and this phrasing is compatible with a services quote.
- "District may export its data through the Services at any time." Better, but tied to whatever the interface happens to offer. If the interface exports three of your eleven record classes, you have exactly that right.
- "Upon request, Vendor shall deliver a complete export of District Data in a documented machine-readable format at no charge, within thirty days, during the Term and for ninety days after." This is the one. It names the trigger, the scope, the format, the price and the window.
Our own version, and its limit. Kastr's clause §7.1 is an unconditional export right in a machine-readable format at no charge. That is a contract commitment we will honour. What does not exist yet is the self-serve tooling behind it — there is no one-click export button in the product today, so satisfying the clause currently means our engineers producing the export. We would rather write that here than let a district discover it at exit. Clause §9.4 prohibits family monetisation permanently, §11.2 is the change-of-control exit, and §3.2 is the 36-month lock with the CPI-U-or-5% cap in the top row of the table above.
The four-minute check on the contract you already have
Do this before your next budget cycle rather than before your next renewal.
- Find the term and renewal clause. Write two dates in a shared calendar: when the notice window opens and when it closes. Add a third sixty days before the first, labelled "decide".
- Find the fee escalation language and read it twice. The second read is for the exclusions. Note the cap and what it excludes, in a sentence, somewhere your successor will find it.
- Search the document for "export", "termination assistance" and "transition". If none of the three produces a delivery obligation with a format and a timeframe, you do not have an export right, whatever the ownership sentence says.
- Search for "assignment" and "change of control". If the vendor may assign freely and you have no exit, note that as a risk-register item now. This category has consolidated repeatedly, and the acquirer inherits the contract, not the relationship.
Four minutes, and it produces four facts your business office does not currently hold. If any of them is bad, the time to fix it is at the next renewal, from a position where you have alternatives, rather than in the month the invoice arrives.
Questions people actually ask
What should a district strike from an edtech contract?
The three highest-value strikes are renewal at the vendor's then-current list price, any carve-out from an escalation cap, and any export language that stops at ownership without a delivery obligation. After those, an auto-renewal notice window that closes before your budget cycle, and silence on change of control.
How do auto-renewal clauses work in school software contracts?
The agreement renews for a further term unless the district gives written notice within a defined window, often thirty to ninety days before the term ends. The window frequently closes months before the district's budget process asks the question, and in most agreements the vendor has no obligation to tell you it has opened. Put both dates in a calendar the day you sign.
What is a reasonable price escalator cap?
A hard lock for the initial term followed by a lesser-of construction — the lesser of CPI-U or a fixed percentage such as five per cent — with nothing excluded. A fixed percentage alone compounds even in years with no inflation. An index alone is unbounded in a bad year. The lesser-of gives you the better of the two in every year.
Does our contract actually guarantee we can export our data?
Only if it names a trigger, a scope, a format, a timeframe and a price. A clause saying the district retains ownership settles who owns the data and creates no obligation to hand it over. Search your agreement for "export", "termination assistance" and "transition"; if none of those produces a delivery obligation, you have an ownership statement rather than an export right.
What happens to our contract if the vendor is acquired?
In most agreements it transfers, and the acquirer inherits the terms but not the relationship, the roadmap or the support posture. Unless you have negotiated a change-of-control exit, your options after an acquisition are to serve out the term or to negotiate from a weak position. Ask for a ninety-day termination right with export and a prorated refund on acquisition or on any material change to the data terms.
Can a vendor market to our families under a standard agreement?
Under many standard agreements, yes — and at least one significant vendor in this category funds its free district product exactly that way. If your board would object to a subscription being marketed to families inside a school channel, the objection has to be a clause, because a policy page can be revised and a contract cannot be revised unilaterally.
One price. Every feature. Locked for three years.
$3.50 per student per year under 5,000 students. No tiers, no add-on modules, no per-message fees. Published on the site because you should not have to book a call to learn a price.