Article 5. Communication, Governance and Publicity
Section 5.01 Regular Communication and Reporting. The Parties intend to promote regular communications among themselves and to facilitate the Governance and Reporting provisions set forth in Schedule F. In furtherance of these goals:
(a) Following the commencement of the Project Period, the Independent Evaluator, SFI and SFMA will prepare and submit the reports outlined in Schedule F in a timely manner, as set forth therein, and the Independent Evaluator and SFI will prepare the reports set forth in Schedules C and D as applicable.
(b) Subject to exceptions as required for compliance by JVS with any applicable privacy laws and Article 9 hereof, JVS will also prepare and submit to the Commonwealth any additional reports reasonably requested by the Commonwealth which contain information that is routinely gathered by JVS; provided that in no event shall JVS be obligated to disclose, whether in any such requested additional reports or otherwise, any trade secrets, proprietary, or nonpublic proprietary information, including curriculum or program materials (collectively, “Proprietary Educational Materials”).
(c) For the avoidance of doubt, nothing in this PFS Contract requires JVS to provide any Proprietary Educational Materials to any Party. Nothing in this PFS Contract grants a license to use any of JVS’s Proprietary Educational Materials to any Party. If any other Party to this PFS Contract becomes aware that it has received any Proprietary Educational Materials, the Receiving Party shall (i) immediately notify JVS of the receipt of Proprietary Educational Materials, (ii) not publically disseminate, or cause to be publically disseminated, such Proprietary Educational Materials, and (iii) return any such Proprietary Educational Materials at JVS’s request. If the Commonwealth becomes aware that it has received Proprietary Educational Materials that is subject to a Massachusetts public records law request, the Commonwealth will provide JVS with the opportunity to prevent the disclosure of the Proprietary Educational Materials to the extent permitted by applicable law.
(d) In addition, JVS will promptly inform the Operating Committee in writing of any:
(i) Requested significant deviations from any of the JVS Services to be delivered as part of the Program Tracks;
(ii) Material breaches or other material concerns of which JVS is aware related to the performance of its obligations under this PFS Contract, which are likely to jeopardize the success of the Final Outcomes or any Private Funding Agreement; and
(iii) Anticipated material funding needs of JVS related to the Final Outcomes that are unlikely to be satisfied by then-available or reasonably anticipated funds hereunder and under the Private Funding Agreements.
(e) The Commonwealth will promptly inform the Operating Committee in writing of any:
(i) Changes to the Enabling Act or any applicable law (including any budgetrelated legislation) that could have a material, adverse impact on the Commonwealth’s ability to make Success Payments under this PFS Contract, in each case of which the Commonwealth is aware; and
(ii) Material breaches or other material concerns of which the Commonwealth is aware related to the performance of its obligations under this PFS Contract, which are likely to jeopardize the success of the Final Outcomes.
(f) SFI and SFMA will each promptly inform the Operating Committee in writing of any:
(i) Material breaches or other material concerns of which SFI or SFMA, as applicable, is aware related to the performance of its obligations under this PFS Contract, which are likely to jeopardize the success of the Final Outcomes; and
(ii) Information reasonably requested by the Commonwealth and readily available to SFI or SFMA, as applicable, and which would further the Final Outcomes, and the provisions of this PFS Contract.
Section 5.02 Governance. The Parties agree to implement and maintain an Oversight Committee and an Operating Committee, and share regular reports among the Parties, as set forth in Schedule F.
Section 5.03 Publicity. News releases or any other similar public announcements regarding the PFS Project or this PFS Contract may not be made by any Party, the Independent Evaluator, or JFF (collectively, the “Project Stakeholders”) without following the procedures outlined in Schedule G, Publicity and Disclosure of Information. This Section 5.03 is subject to the provisions of Section 5.01(c) with respect to the Proprietary Educational Materials.
Section 5.04 Investor Confidentiality. Each Party acknowledges and agrees that, notwithstanding anything to the contrary in this PFS Contract (including Schedule G hereto), in no event will SFMA or SFI be obligated to disclose the identity of any Funding Partners without the applicable Funding Partner’s prior written consent. The Commonwealth may view the terms of any Private Funding Agreement upon request, provided the identities of Funding Partners are not disclosed and SFMA or SFI may elect not to provide a copy to the Commonwealth.