Negotiation and Operation of Vendor Contracts

About the Webinar:

Emily Rodriguez and Matthew Durden led a practical and detailed session on vendor contracts for charter schools, highlighting the importance of careful review and proactive management. They began by stressing that vendor agreements, whether for thousands or hundreds of thousands of dollars, are legally binding documents that can create significant risks if poorly handled. Too often, schools enter into contracts using vendor-provided “form agreements” that are written to favor the vendor and may contain hidden pitfalls. The presenters urged schools to treat contracts as negotiable and to build systems for monitoring key deadlines, renewals, and termination provisions to avoid becoming trapped in long, unfavorable agreements.

The attorneys emphasized the necessity of clear financial controls and procurement policies. They cautioned against allowing unauthorized staff to sign contracts and recommended that boards establish thresholds for approval based on contract size. They also discussed the risks of ambiguous contract terms, such as “cure provisions” that allow vendors unlimited chances to correct performance failures, which can leave schools unable to exit problematic agreements. To safeguard students and schools, they advised including language that makes violations of health, safety, or welfare standards—such as breaches of the Jessica Lunsford Act—incurable and grounds for immediate termination.

Another major focus was compliance with statutory and privacy requirements. Rodriguez and Durden reminded participants that Florida law requires specific public records language in vendor contracts—often missing from standard forms—and that schools must also ensure compliance with FERPA, COPPA, and Florida’s Student Online Personal Information Protection Act (SOPIPA). Because many educational technology vendors have not updated their agreements to meet these state-level requirements, schools may need to insist on contract amendments or data privacy addendums. Insurance provisions were also highlighted, with the presenters urging schools to align requirements with their charter or district obligations while ensuring vendors carry appropriate liability and cyber insurance coverage.

The session concluded with guidance on common pitfalls and best practices. These included vague scopes of work, unclear payment schedules, unfavorable arbitration clauses, and missing performance metrics that make it hard to hold vendors accountable. The presenters strongly advised maintaining a contract repository, training staff and board members on contract policies, and developing contingency plans in case of vendor insolvency. Their overarching message was clear: by reviewing agreements carefully, negotiating key protections, and monitoring performance, charter schools can avoid costly disputes and ensure that vendor relationships support their educational mission.