THE OFFICE OF GENERAL COUNSEL OF THE UNIVERSITY OF TEXAS SYSTEM MAY MODIFY

THE CONTRACTUAL TERMS AND PROVISIONS OF THIS TEMPLATE FROM TIME TO TIME.

ACCORDINGLY, THIS TEMPLATE IS RELEASED FOR PURPOSES OF THIS RFP WITH THE

EXPRESS UNDERSTANDING THAT ADDITIONAL TERMS MAY BE INCORPORATED, AND

EXISTING PROVISIONS MAY BE REVISED OR SUPPLEMENTED, DURING THE COURSE OF

ACTUAL CONTRACT NEGOTIATIONS AT THE DIRECTION OF THE OFFICE OF GENERAL

COUNSEL.

NON‐EXCLUSIVE SERVICES AGREEMENT BETWEEN UNIVERSITY

AND

CONTRACTOR

This Services Agreement (this “Agreement”) is made and entered into effective as of _______________, 20____ (the “Effective Date”), by and between The University of Texas at Dallas, an agency and institution of higher education authorized under the laws of the State of Texas (the “University”), for and on behalf of its Electrical and Computer Engineering (ECE) Department (the “Department”), and ___________________________, a ________ corporation with Tax ID _______________ (the “Contractor”, jointly with University herein referred to as the “Parties”, and each a “Party”).

WHEREAS, University, is an institution of higher education and a regionally accredited and state-licensed postsecondary institution interested in contracting with Contractor contracting with an experienced and qualified training service provider for provision of non‐credit, non‐degree, continuing education courses as described below in Section 2 and Exhibit A, Scope of Work, attached to this Agreement and fully incorporated by this reference; and

WHEREAS, Contractor has extensive experience in providing continuing education courses and related services; and

WHEREAS, the University wishes to obtain the services from Contractor, and Contractor desires to provide the services to the University.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows:

1. Scope of Work

1.1 Contractor will perform the scope of the work in Exhibit A (the “Scope of Work” otherwise referred to as the “Services” or the “Work”), to the satisfaction of the University and in accordance with the schedule for Work. Time is of the essence in connection with this Agreement. University will have no obligation to accept late performance or waive timely performance by Contractor.

1.2 Contractor will obtain, at its own cost, any and all approvals, licenses, filings, registrations, and permits required by federal, state, or local laws, statutes, regulations, and ordinances (collectively, the “Applicable Laws”), for the performance of the Work.

1.3 Upon execution of this Agreement, all goods or services previously provided by Contractor on behalf of University and included in the description of Work will become a part of Work and will be subject to the terms and conditions of this Agreement.

2. The Project

The Services will be provided pursuant to University Request for Proposal Number UTD20260301‐AN (the “RFP”) in connection with Contractor's provision of ECE Bootcamp Education Offerings, as provided in Exhibit A (the “Project”).

3. Time for Commencement and Completion

The initial term of this Agreement shall commence on the Effective Date and shall be in effect for three (3) years (the “Initial Term”). The University will have the option to renew this Agreement for two (2) additional one (1) year terms (each a “Renewal Term”). The Initial Term, read together with any Renewal Term(s) constitute the “Term” of this Agreement.

4. Contractor’s Obligations

4.1 Contractor will perform Work in compliance with (a) all Applicable Laws, and (b) the Board of Regents of The University of Texas System Rules and Regulations (http://www.utsystem.edu/offices/board‐regents/regents‐rules‐and‐regulations), the rules, regulations, and policies of The University of Texas System (https://www.utsystem.edu/sites/policy‐library), and the institutional rules, regulations and policies of University (collectively, “University Rules”). Contractor represents and warrants that neither Contractor nor any firm, corporation or institution represented by Contractor, or anyone acting for Contractor or any such firm, corporation or institution, (1) has violated the antitrust laws of the State of Texas, Chapter 15, Texas Business and Commerce Code, or federal antitrust laws, or (2) has communicated directly or indirectly the content of Contractor’s response to University’s procurement solicitation to any competitor or any other person engaged in a similar line of business during the procurement process for this Agreement.

4.2 Contractor represents and warrants that (a) it will use its best efforts to perform Work in a good and workmanlike manner and in accordance with the highest standards of Contractor’s profession or business, and (b) all Work to be performed will be of the quality that prevails among similar businesses of superior knowledge and skill engaged in providing similar services in major United States urban areas under the same or similar circumstances.

4.3 Contractor will call to University’s attention in writing all information in any materials supplied to Contractor (by University or any other party) that Contractor regards as unsuitable, improper or inaccurate in connection with the purposes for which the material is furnished.

4.4 The University at all times relies on the Contractor’s skill and knowledge in performing Work.

Contractor represents and warrants that Work will be accurate and free from any material defects. Contractor’s duties and obligations under this Agreement will not be in any way diminished by reason of any approval by University. Contractor will not be released from any liability by reason of any approval by University.

4.5 Contractor will, at its own cost, correct all material defects in Work as soon as practical after

Contractor becomes aware of the defects. If Contractor fails to correct material defects in Work within a reasonable time, then University may correct the defective Work at Contractor’s expense. This remedy is in addition to, and not in substitution for, any other remedy for defective Work that University may have at law or in equity.

4.6 Contractor will maintain a staff of properly trained and experienced personnel to ensure satisfactory performance under this Agreement. Contractor will cause all persons connected with Contractor directly in charge of Work to be duly registered and licensed under all Applicable Laws. Contractor will assign to the Project a designated representative who will be responsible for the administration and coordination of Work. Contractor will perform Work in an expeditious and economical manner consistent with the interests of the University.

4.7 Contractor represents and warrants it is duly organized, validly existing and in good standing under the laws of the state of its organization; it is duly authorized and in good standing to conduct business in the State of Texas; it has all necessary power and has received all necessary approvals to execute and deliver this Agreement; and the individual executing this Agreement on behalf of Contractor has been duly authorized to act for and bind Contractor.

4.8 Contractor represents and warrants that neither the execution and delivery of this Agreement by

Contractor nor the performance of its duties and obligations under this Agreement will (a) result in the violation of any provision of its organizational documents; (b) result in the violation of any provision of any agreement by which it is bound; or (c) conflict with any order or decree of any court or other body or authority having jurisdiction.

4.9 Contractor represents and warrants that all of Contractor’s Personnel contributing to Work

Material under this Agreement will be required to (i) acknowledge in writing the ownership of Contractor (for the benefit of University) of Work Material produced by Personnel while performing services pursuant to this Agreement, and (ii) make all assignments necessary to effectuate such ownership. “Personnel” means any and all persons associated with Contractor who provide any work or work product pursuant to this Agreement, including officers, managers, supervisors, full‐time employees, part‐time employees, and independent contractors.

4.10 Contractor represents and warrants that: (i) Work will be performed solely by Contractor, its full‐time or part‐time employees during the course of their employment, or independent contractors who have assigned in writing all right, title and interest in their work to Contractor (for the benefit of University); (ii) University will receive free, good and clear title to all Work Material developed under this Agreement; (iii) Work Material and the intellectual property rights protecting Work Material are free and clear of all encumbrances, including security interests, licenses, liens, charges and other restrictions; (iv) Work Material will not infringe upon or violate any patent, copyright, trade secret, trademark, service mark or other property right of any former employer, independent contractor, client or other third party; and (v) the use, reproduction, distribution, or modification of Work Material will not violate the rights of any third parties in Work Material, including trade secret, publicity, privacy, copyright, trademark, service mark and patent rights.

4.11 If this Agreement requires Contractor’s presence on University’s premises or in University’s facilities, Contractor agrees to cause its employees, representatives, agents, or subcontractors to become aware of, fully informed about, and in full compliance with all applicable University Rules, including those relative to personal health, security, environmental quality, safety, fire prevention, noise, smoking, and access restrictions.

4.12 Contractor, at its sole cost and expense, will comply with all requirements of Subchapter C, Chapter 2252, Texas Government Code, including the provision of financial statements, payment statements derived from sales tax reports, and bonds.

4.12.1 In accordance with §2252.062, Texas Government Code, Contractor will submit to

University two (2) copies of Contractor’s most recent financial statement prepared by a certified public accountant on the Effective Date.

4.12.2 In accordance with §2252.063, Texas Government Code, Contractor will submit to

University, no later than the 15th day after the end of each contract year, an annual payment statement derived from all of Contractor’s sales tax reports for its operations during the preceding contract year. The annual payment statement must be certified by a certified public accountant licensed in the State of Texas. Contract year means that period of time beginning on the Effective Date and ending __________, 20____ and each twelve (12) month period thereafter, during the Term.

4.12.3 In accordance with §2252.064, Texas Government Code, Contractor will provide

University with a performance bond for each contract year during the Term. The amount of the performance bond for the first contract year during the Term will be equal to __________ ($____________). The performance bond will be issued by a surety company authorized to do business in the State of Texas and acceptable to the University in all respects. The performance bond will be made payable to University and conditioned upon the prompt and faithful performance of all of Contractor’s duties and obligations under this Agreement.

5. Fiscal Arrangements.

5.1 Calculation. Contractor will remit to the University a revenue share based on Adjusted Gross Revenue generated by the sale of the Program as provided in Exhibits A & B. The term “Adjusted Gross Revenue” is defined as revenue recognized, less:

a) registration fees refunded to students in accordance with this Agreement, the Program’s published refund policy, or as agreed by the Parties, and

b) any uncollected registration fees from prior periods to the extent that those uncollected revenues were included in calculating a prior payment to the University, and other costs agreed upon in writing by Authorized Representatives of the Parties.

6. Payment Terms.

6.1 Revenue shall be collected in accordance with the provisions of Exhibit B (Payment for Services).

6.2 Except as set forth in this Section 6.2, University and Department will not be obligated to make any payments to Contractor under this Agreement.

6.3 The University (a State agency) is exempt from Texas Sales & Use Tax on Work in accordance with §151.309, Texas Tax Code and 34 Texas Administrative Code (TAC) §3.322. Pursuant to 34 TAC §§3.322(c)(4) and (g)(3), this Agreement is sufficient proof of the University’s tax-exempt status, and the University is not required to provide further evidence of its exempt status.

6.4 Section 51.012, Texas Education Code, authorizes University to make payments through electronic funds transfer methods. Contractor agrees to accept payments from University through those methods, including the automated clearing house system (ACH). Contractor agrees to provide Contractor’s banking information to University in writing on Contractor letterhead signed by an authorized representative of Contractor.

6.5 Contractor will submit a Historically Underutilized Business Subcontracting Plan progress assessment report (PAR) to the University with each invoice as required by 34 TAC 20.285(g).

The PAR is a condition for payment.

7. Scholarship Arrangements. The Parties agree to offer matriculating students various scholarships up to these maximum amounts:

a) Maximum Founder's scholarship (per student for the first cohort of each program): $2,000

b) Maximum Other scholarships* (average per student after the first cohort): $700

c) Other scholarships may include, but are not limited to, UT Dallas Alumni, Employees, Military, and selected community organizations.

8. Default and Termination

8.1 In the event of a material failure by a party to this Agreement to perform in accordance with its terms (default), the other party may terminate this Agreement upon sixty (60) days’ written notice of termination setting forth the nature of the material failure; provided that the material failure is through no fault of the terminating party. The termination will not be effective if the material failure is fully cured prior to the end of the sixty (60) day period.

8.2 University may, without cause, terminate this Agreement at any time upon giving sixty (60) days’ advance written notice to Contractor. Upon termination pursuant to this Section, Contractor will be entitled to payment of an amount that will compensate Contractor for Work satisfactorily performed from the time of the last payment date to the termination date in accordance with this Agreement. Notwithstanding any provision in this Agreement to the contrary, University will not be required to pay or reimburse Contractor for any services performed or for expenses incurred by Contractor after the date of the termination notice that could have been avoided or mitigated by Contractor.

8.3 The Parties may terminate this Agreement at any time by mutual written agreement.

8.4 Termination under Sections 8.1 or 8.2 will not relieve Contractor from liability for any default or breach under this Agreement or any other act or omission of Contractor.

8.5 If Contractor fails to cure any default within sixty (60) days (or after fifteen (15) calendar days for ADA compliance issues) after receiving written notice of the default, University will be entitled (but will not be obligated) to cure the default and will have the right to offset against all amounts due to Contractor under this Agreement, any and all reasonable expenses incurred in connection with University’s curative actions.

8.6 In the event that this Agreement is terminated, then within thirty (30) days after termination, Contractor will reimburse University for all fees paid by University to Contractor that were (a) not earned by Contractor prior to termination, or (b) for goods or services that University did not receive from Contractor prior to termination.

8.7 In the event of termination of this Agreement per the terms of this Section 8, the Parties shall work together to ensure that students already enrolled in Programs prior to the date of termination are permitted to complete their Program.

9. Indemnification.

9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CONTRACTOR WILL AND DOES HEREBY AGREE TO INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS UNIVERSITY, THE UNIVERSITY OF TEXAS SYSTEM, AND THEIR AND ITS RESPECTIVE

AFFILIATED ENTERPRISES, REGENTS, OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES,

REPRESENTATIVES AND AGENTS (COLLECTIVELY, INDEMNITEES) FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY

NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN

INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY, CLAIMS) BY ANY

PERSON OR ENTITY, ARISING OUT OF, CAUSED BY, OR RESULTING (1) FROM CONTRACTOR’S

PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT AND/OR (2) IN WHOLE OR IN PART FROM ANY

NEGLIGENT ACT, NEGLIGENT OMISSION OR WILLFUL MISCONDUCT OF CONTRACTOR, ANYONE

DIRECTLY EMPLOYED BY CONTRACTOR OR ANYONE FOR WHOSE ACTS CONTRACTOR MAY BE LIABLE.

THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT WHICH ANY INDEMNITEE HAS BY LAW OR EQUITY. ALL PARTIES WILL BE

ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.

9.2 IN ADDITION, CONTRACTOR WILL AND DOES HEREBY AGREE TO INDEMNIFY, PROTECT, DEFEND WITH

COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS INDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY INTEREST ARISING BY OR OUT OF THE PERFORMANCE OF

SERVICES OR THE PROVISION OF GOODS BY CONTRACTOR, OR THE USE BY INDEMNITEES, AT THE DIRECTION OF CONTRACTOR, OF ANY ARTICLE OR MATERIAL; PROVIDED, THAT, UPON BECOMING AWARE OF A SUIT OR THREAT OF SUIT FOR INFRINGEMENT, UNIVERSITY WILL PROMPTLY NOTIFY CONTRACTOR AND CONTRACTOR WILL BE GIVEN THE OPPORTUNITY TO NEGOTIATE A SETTLEMENT. IN THE EVENT OF LITIGATION, UNIVERSITY AGREES TO REASONABLY COOPERATE WITH CONTRACTOR.

ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.

10. Ownership and Use of Work Material; License

10.1 Contractor warrants that it is the sole owner of the Program materials that it develops and provides under this Agreement ("Contractor Program Materials") and that the Contractor Program Materials do not infringe any copyright, violate any Property Rights, or contain any scandalous, libelous, or unlawful matter. For the avoidance of doubt, Contractor Program Materials do not include any Program materials that may be developed and provided by University under this Agreement ("University Program Materials"). Contractor will indemnify and hold harmless the University against all claims, suits, costs, damages, and expenses that the University may sustain by reason of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the Contractor Program Materials or any infringement or violation by the Contractor Program Materials of any copyright or Property Right. University warrants that it is the sole owner of the University Program Materials and that the University Program Materials do not infringe any copyright, violate any Property Rights, or contain any scandalous, libelous, or unlawful matter. For avoidance of doubt, University Program Materials do not include any Program materials developed and provided by Contractor under this Agreement.

To the extent authorized by the Constitution and laws of the State of Texas, University will indemnify and hold harmless Contractor against all claims, suits, costs, damages, and expenses that Contractor may sustain by reason of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the University Program Materials or any infringement or violation by the University Program Materials of any copyright or Property Right. Contractor shall retain all right, title and interest in and to all Contractor Program Materials, know-how, methodologies, processes, marketing materials, lead data, technologies or other Intellectual Property Rights (as defined below) contained in the Contractor Program Materials and otherwise used in connection with the Programs including any and all additions, improvements, supplements, enhancements or developments thereto. University retains all rights, title and interest in and to all University Program Materials, know-how, methodologies, processes, marketing materials, lead data, technologies or other Intellectual Property Rights (as defined below) contained in the University Program Materials and otherwise used in connection with the Programs including any and all additions, improvements, supplements, enhancements or developments thereto. "Intellectual patents and industrial property rights, patent applications and registrations, trademarks, trademark applications and registrations, copyrights and moral rights, copyright applications and registrations, renewals, extensions, continuations, divisions, and reissues of, and applications for any of the rights referred to herein, Trade Secrets, trade names and industrial designs, domestic or foreign, whether arising by statute or common law. "Trade Secrets" means information that is used or may be used in business or for any commercial advantage, derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, is the subject of reasonable efforts to prevent it from becoming generally known, and the disclosure of which would result in harm or improper benefit.

10.2 Subject to the terms and conditions of this Agreement, Contractor grants to University a limited, non-transferable, non-exclusive, license to use, display, deliver, and make available solely to the students through classroom, internet or any other means agreed by Contractor, the Contractor Program Materials, together with associated course materials and resources solely for the purpose of delivering the Program. All licenses granted to the University under this

Agreement will be effective during the Term of the Agreement and will terminate at the conclusion of the Term.

11. Relationship of the Parties

For all purposes of this Agreement and notwithstanding any provision of this Agreement to the contrary, Contractor is an independent contractor and is not a state employee, partner, joint venturer, or agent of University. Contractor will not bind nor attempt to bind the University to any agreement or contract. As an independent contractor, Contractor is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including workers’ compensation insurance.

12. Insurance

12.1 Contractor, consistent with its status as an independent contractor will carry and will cause its subcontractors to carry, at least the following insurance, with companies authorized to do insurance business in the State of Texas or eligible surplus lines insurers operating in accordance with the Texas Insurance Code, having an A.M. Best Rating of A‐VIII or better, and in amounts not less than the following minimum limits of coverage:

12.1.1 Workers’ Compensation Insurance with statutory limits, and Employer’s Liability

Insurance with limits of not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit.

12.1.2 Commercial General Liability Insurance on an occurrence basis with limits of not less than: $1,000,000 each occurrence; $1,000,000 damage to rented premises;

$1,000,000 personal & advertising injury; $2,000,000 general aggregate; $2,000,000 products/completed operations aggregate.

12.1.3 Business Auto Liability Insurance covering all owned, non‐owned or hired automobiles, with limits of not less than $1,000,000 single limit of liability per accident for Bodily Injury and Property Damage.

12.1.4 Umbrella/Excess Liability Insurance with limits of not less than $2,000,000 per occurrence and aggregate. The Umbrella/Excess Liability policy will be excess over, and at least as broad as, the underlying coverage, as required under sections 12.1.1, 12.1.2, and 12.1.3. Inception and expiration dates will be the same as the underlying policies. Drop down coverage will be provided for reduction or exhaustion of underlying aggregate limits and will provide a duty to defend for any insured. The deductible will be no more than $10,000.

12.1.5 Professional Liability (Errors & Omissions) Insurance with limits of not less than

$1,000,000 each claim, $3,000,000 aggregate. Such insurance will cover all Work performed by or on behalf of Contractor under this Agreement.

12.1.8 Cyber Liability Insurance with limits of not less than $10,000,000 for each cyber incident, covering: (a) liability for network security failures or privacy breaches; (b) costs associated with a privacy breach including notification, forensics, crisis management, credit monitoring; (c) regulatory compliance expenses, government investigations, fines, fees and penalties; (d) liability for technological products and services; (e) PCI fines, fees, penalties and assessments; (f) cyber extortion payment and response costs; (g) first and third party business interruption loss resulting from a network security failure or system failure; (h) costs of restoring, updating or replacing data; and (i) liability losses connected to network security, privacy, and media liability.

12.1.8.1 If the Cyber Liability policy is written on a claims‐made basis, then (a)

Contractor must ensure that the retroactive date for that policy is prior to the commencement of this Agreement, and (b) if non‐renewed at any time during and up until the Work under this Agreement is completed, or the Agreement expires, is terminated or is cancelled, Contractor shall purchase an Extended Reporting Period for at least a two‐year period.

12.2 Contractor will deliver to the University:

12.2.1 After the execution and delivery of this Agreement and prior to the performance of any

Work by Contractor, evidence of insurance on a Texas Department of Insurance (“TDI”) approved certificate form verifying the existence of all required insurance policies.

12.2.1.1 All insurance policies (except for workers’ compensation, employer’s liability, and professional liability) will be endorsed and name (1) University, (2) The University of Texas System, and (3) The University of Texas System Board of Regents as Additional Insureds. Commercial General Liability and Business Auto Liability will be endorsed to provide primary and non‐contributory coverage.

12.2.1.2 Contractor hereby waives all rights of subrogation against (1) University, (2)

The University of Texas System, and (3) The University of Texas System Board of Regents. All insurance policies will be endorsed to provide a waiver of subrogation in favor of the entities identified in the preceding sentence. No policy will be canceled until after thirty (30) days’ unconditional written notice to University.

12.2.1.3 Contractor will pay any deductible or self‐insured retention for any loss.

12.2.1.4 Certificates of Insurance and Additional Insured Endorsements will be mailed or emailed to:

Name: The University of Texas at Dallas Office of Institutional Risk and Safety 800 W. Campbell Rd. MS SPN 13 Richardson, TX 75080-3021 Amy Hutton, CRM, CIC Risk & Insurance Manager

Email: Amy.Hutton@UTDallas.edu

With Copy to: The University of Texas at Dallas

Office of Contracts Administration 800 W. Campbell Rd. MS SP2 22 Richardson, TX 75080-3021 Attn: Director, Office of Contracts Administration Email: OCA@UTDallas.edu

The University of Texas at Dallas Office of Purchasing 800 West Campbell Road, MS SP2 12.502

Richardson, TX 75080 Attn: Director of Purchasing Email: purchasing@utdallas.edu

12.3 Subject to Section 13.18, herein, Contractor’s insurance will be kept in force until all Work has been fully performed and accepted by University in writing or the Agreement expires, is terminated, or is canceled, whichever is later.

12.4 University reserves the right to approve the security of the insurance coverages provided by

Contractor’s insurers. Failure of Contractor to fully comply with the requirements of this Section 12 is a material breach of the Agreement and is a basis for immediate termination of the Agreement by University, at University’s election.

12.5 Nothing in this Agreement shall be deemed to limit Contractor’s liability under this Agreement to the insurance coverages required by this Section 12.

13. Miscellaneous

13.1 Assignment and Subcontracting. Except as specifically provided in the Historically Underutilized Business Subcontracting Plan, Contractor’s interest in this Agreement (including Contractor’s duties and obligations under this Agreement, and the fees due to Contractor under this Agreement) may not be subcontracted, assigned, delegated, or otherwise transferred to a third party, in whole or in part, and any attempt to do so will (a) not be binding on University;

and (b) be a breach of this Agreement for which Contractor will be subject to all remedial actions provided by Applicable Laws, including Chapter 2161, Texas Government Code, and 34 TAC §§20.285(h)(4), 20.585 and 20.586. The benefits and burdens of this Agreement are assignable by the University.

13.2 Texas Family Code Child Support Certification. Pursuant to §231.006, Texas Family Code, Contractor certifies it is not ineligible to receive the award of or payments under this Agreement and acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

13.3 Tax Certification. If Contractor is a taxable entity as defined by Chapter 171, Texas Tax Code, then Contractor certifies it is not currently delinquent in the payment of any taxes due under Chapter 171, Contractor is exempt from the payment of those taxes, or Contractor is an out‐of‐state taxable entity that is not subject to those taxes, whichever is applicable.

13.4 Payment of Debt or Delinquency to the State. Pursuant to §§2107.008 and 2252.903, Texas

Government Code, Contractor agrees that any payments owing to Contractor under this Agreement may be applied directly toward any debt or delinquency Contractor owes the State of Texas or any agency of the State of Texas, regardless of when it arises, until paid in full.

13.5 Loss of Funding. Performance by the University under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the “Legislature”) and/or allocation of funds by the Board of Regents of The University of Texas System (the “Board”). If the Legislature fails to appropriate or allot necessary funds, or the Board fails to allocate them, the University will issue a written notice to the Contractor and may terminate this Agreement without further duty or obligation. Contractor acknowledges that appropriation, allotment, and allocation of funds are beyond the University’s control.

13.6 Entire Agreement; Modifications. This Agreement (including all exhibits, schedules, Supplements and other attachments (collectively, the “Exhibits”) supersede all prior agreements, written or oral, between Contractor and University and will constitute the entire agreement and understanding between the parties with respect to their subject matter. This Agreement and each of its provisions will be binding upon the parties, and may not be waived, modified, amended, or altered, except by a writing signed by University and Contractor. All Exhibits are attached to this Agreement and incorporated for all purposes.

13.7 Force Majeure. Neither party hereto will be liable or responsible to the other for any loss or damage or for any delays or failure to perform due to causes beyond its reasonable control, including acts of God, strikes, epidemics, war, riots, flood, fire, sabotage, or any other circumstances of like character (force majeure occurrence). Provided, however, in the event of a force majeure occurrence, Contractor agrees to use its best efforts to mitigate the impact of the occurrence so that University may continue to provide education, research, and other mission-critical services during the occurrence.

13.8 Captions. The captions of sections and subsections in this Agreement are for convenience only and will not be considered or referred to in resolving questions of interpretation or construction.

13.9 Venue; Governing Law. Collin County, Texas, will be the proper place of venue for suit on or in respect of this Agreement. This Agreement, all of its terms and conditions, all rights and obligations of the parties, and all claims arising out of or relating to this Agreement, will be construed, interpreted, and applied in accordance with, governed by, and enforced under the laws of the State of Texas.

13.10 Waivers. No delay or omission in exercising any right accruing upon a default in performance of this Agreement will impair any right or be construed to be a waiver of any right. A waiver of any default under this Agreement will not be construed to be a waiver of any subsequent default under this Agreement.

13.11 Confidentiality and Safeguarding of University Records; Press Releases; Public Information.

Under this Agreement, Contractor may (1) create, (2) receive from or on behalf of University, or (3) have access to, records or record systems (collectively, the “University Records”).

Among other things, University Records may contain social security numbers, credit card numbers, or data protected or made confidential or sensitive by Applicable Laws. Contractor represents, warrants, and agrees that it will: (1) hold University Records in strict confidence and will not use or disclose University Records except as (a) permitted or required by this Agreement, (b) required by Applicable Laws, or (c) otherwise authorized by University in writing; (2) safeguard University Records according to reasonable administrative, physical and technical standards that are proportionate to the University’s risk under the Agreement based on the sensitivity of University’s Records, and no less rigorous than the standards by which Contractor protects its own confidential information; (3) continually monitor its operations and take any action necessary to assure that University Records are safeguarded and the confidentiality of University Records is maintained in accordance with all Applicable Laws and the terms of this Agreement; and (4) comply with University Rules regarding access to and use of University’s computer systems, including UTS165 at http://www.utsystem.edu/board‐of‐regents/policy‐library/policies/uts165‐information‐resources ‐use‐and‐security‐policy. However, it is expressly agreed that University will not provide to Contractor, and Contractor will never seek to access, any University Records that contain personally identifiable information regarding any individual that is not available to any requestor under the Texas Public Information Act, Chapter 552, Texas Government Code, including “directory information” of any student who has opted to prohibit the release of their “directory information” as that term is defined under the Family Educational Rights and Privacy Act, 20 USC §1232g (“FERPA”) and its implementing regulations.

13.11.1 Notice of Impermissible Use. If an impermissible use or disclosure of any University

Records occurs, Contractor will provide written notice to University within one (1) business day after Contractor’s discovery of that use or disclosure. Contractor will promptly provide University with all information requested by University regarding the impermissible use or disclosure.

13.11.2 Return of University Records. Contractor agrees that within thirty (30) days after the expiration or termination of this Agreement, for any reason, all University Records created or received from or on behalf of University will be (1) returned to University, with no copies retained by Contractor; or (2) if return is not feasible, destroyed.

Twenty (20) days before destruction of any University Records, Contractor will provide University with written notice of Contractor’s intent to destroy University Records. Within five (5) days after destruction, Contractor will confirm to University in writing the destruction of University Records.

13.11.3 Disclosure. If Contractor discloses any University Records to a subcontractor or agent, Contractor will require the subcontractor or agent to comply with the same restrictions and obligations as are imposed on Contractor by this Section 13.11.

13.11.4 Press Releases. Except when defined as part of Work, Contractor will not make any press releases, public statements, or advertisement referring to the Project or the engagement of Contractor as an independent contractor of University in connection with the Project, or release any information relative to the Project for publication, advertisement or any other purpose without the prior written approval of University.

13.11.5 Public Information. University strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information under the Texas Public Information Act (“TPIA”), Chapter 552, Texas Government Code. In accordance with §§552.002 and 2252.907, Texas Government Code, and at no additional charge to University, Contractor will make any information created or exchanged with University pursuant to this Agreement (and not otherwise exempt from disclosure under TPIA) available in a format reasonably requested by University that is accessible by the public.

13.11.6 Termination. In addition to any other termination rights in this Agreement and any other rights at law or equity, if University reasonably determines that Contractor has breached any of the restrictions or obligations in this Section, University may immediately terminate this Agreement without notice or opportunity to cure.

13.11.7 Duration. The restrictions and obligations under this Section will survive expiration or termination of this Agreement for any reason.

13.12 Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted assigns and successors.

13.13 Records. Records of Contractor’s costs, reimbursable expenses pertaining to the Project and payments will be available to University or its authorized representative during business hours and will be retained for seven (7) years after the expiration or termination of this Agreement or until all audit, claim, and litigation matters are resolved, whichever is later, unless University otherwise instructs Contractor in writing.

13.14 Notices. Except as otherwise provided by this Section, notices, consents, approvals, demands, requests or other communications required or permitted under this Agreement, will be in writing and sent via certified mail, hand delivery, overnight courier, facsimile transmission, or email as indicated below, and notice will be deemed given (i) if delivered by certified mail, when deposited, postage prepaid, in the United States mail, or (ii) if delivered by hand, overnight courier, facsimile, or email, when received:

If to University:

The University of Texas at Dallas Purchasing Dept. MS SP2 24 800 W. Campbell Rd.

Richardson, TX 75080 Attn: Director Purchasing Email: purchasing@utdallas.edu Copy to: oca@utdallas.edu with COPY to: The University of Texas at Dallas

Office of Contracts Administration 800 W. Campbell Rd.

Richardson, TX 75080 Email: ________@utdallas.edu

If to Contractor: ___________________________

Fax: ________________________ Email: ______________________ Attention: ____________________

13.14.1 University Email. By mutual discussion and agreement of the Parties, University may provide Contractor with use of a limited number of University domain email accounts (for example “...@UTDallas.edu”). If such email accounts are agreed upon, the following provisions shall apply:

(a) Contractor will use the email accounts solely for the purposes outlined in this Agreement, including registering and evaluating students for Programs, provision of technical support, and communicating with and mentoring students.

(b) All other uses for the email without the prior written approval of University are prohibited.

(c) The email accounts (the “Email Accounts”) will not be considered personal or private email accounts. Access to University Email Accounts will neither negate nor nullify the provisions of Section 11 of this Agreement. Email Accounts and all information, images, messages, and other data sent, received, stored, or processed by such accounts, except to the extent any of the foregoing contain Contractor Program Materials or other Confidential Information or Intellectual Property of Contractor, shall be at all times the sole property of University and constitute University Records as set forth in Section 13.11 of this Agreement.

(d) University will maintain administrative access to the Email Accounts for the purpose of monitoring Contractor’s compliance with the terms of this Agreement. University may access the email accounts at any time at its sole discretion. Contractor acknowledges there is no expectation of privacy with respect to any use of the email accounts or any of the information, images, messages, and other data sent, received, stored, or processed by such accounts.

(e) The University may terminate, suspend, or deactivate access or use of any email account at any time, for any reason or no reason, and such termination shall not constitute University’s breach or default of this Agreement.

(f) Contractor and Contractor Personnel shall not access or use the Email Accounts following expiration or termination of the Agreement.

(g) In accessing and using Email Accounts or any other University information resources, Contractor and Contractor Personnel must at all times abide by University’s Information Resources Use and Security Policy.

13.15 Severability. In case any provision of this Agreement will, for any reason, be held invalid or unenforceable in any respect, the invalidity or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if the invalid or unenforceable provision had not been included.

13.16 State Auditor’s Office. Contractor understands acceptance of funds under this Agreement constitutes acceptance of authority of the Texas State Auditor’s Office or any successor agency

(Auditor), to conduct an audit or investigation in connection with those funds (ref.

§§51.9335(c), 73.115(c) and 74.008(c), Texas Education Code). Contractor agrees to cooperate with Auditor in the conduct of the audit or investigation, including providing all records requested. Contractor will include this provision in all contracts with permitted subcontractors.

This provision is included pursuant to Section 2262.154 of the Texas Government Code.

13.17 Limitation of Liability. EXCEPT FOR UNIVERSITY’S OBLIGATION (IF ANY) TO PAY CONTRACTOR

CERTAIN FEES AND EXPENSES, UNIVERSITY WILL HAVE NO LIABILITY TO CONTRACTOR OR TO

ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR BY REASON OF THE EXECUTION OR

PERFORMANCE OF THIS AGREEMENT. NOTWITHSTANDING ANY DUTY OR OBLIGATION OF

UNIVERSITY TO CONTRACTOR OR TO ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR, NO

PRESENT OR FUTURE AFFILIATED ENTERPRISE, SUBCONTRACTOR, AGENT, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE, ATTORNEY OR REGENT OF UNIVERSITY, OR THE UNIVERSITY OF

TEXAS SYSTEM, OR ANYONE CLAIMING UNDER UNIVERSITY HAS OR WILL HAVE ANY PERSONAL

LIABILITY TO CONTRACTOR OR TO ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR BY

REASON OF THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT.

13.18 Survival of Provisions survive expiration or termination, including Sections 6, 7, 9, 10, 12.5, 13.9, 13.10, 13.11, 13.12, 13.15, 13.17, 13.19, and 13.21.

13.19 Breach of Contract Claims. To the extent that Chapter 2260, Texas Government Code, as it may be amended from time to time (Chapter 2260), is applicable to this Agreement and is not preempted by other Applicable Laws, the dispute resolution process provided for in Chapter 2260 will be used, as further described herein, by University and Contractor to attempt to resolve any claim for breach of contract made by Contractor:

13.19.1 Contractor’s claims for breach of this Agreement that the parties cannot resolve pursuant to other provisions of this Agreement or in the ordinary course of business will be submitted to the negotiation process provided in subchapter B of Chapter 2260.

To initiate the process, Contractor will submit a written notice, as required by subchapter B of Chapter 2260, to the University in accordance with the notice provisions in this Agreement. Compliance by Contractor with subchapter B of Chapter 2260 is a required prerequisite to Contractor’s filing of a contested case proceeding under subchapter C of Chapter 2260. The chief business officer of the University will examine the Contractor’s claim and any counterclaim, and negotiate with the Contractor to resolve the claims.

13.19.2 If the parties are unable to resolve their disputes under Section 13.19.1, the contested case process provided in subchapter C of Chapter 2260 is Contractor’s sole and exclusive process for seeking a remedy for any and all of Contractor’s claims for breach of this Agreement by University.

13.19.3 Compliance with the contested case process provided in subchapter C of Chapter 2260 is a required prerequisite to seeking consent to sue from the Legislature under Chapter 107, Texas Civil Practices and Remedies Code. The parties hereto specifically agree that (i) neither the execution of this Agreement by University nor any other conduct, action or inaction of any representative of University relating to this Agreement constitutes or is intended to constitute a waiver of University’s or the state’s sovereign immunity to suit and (ii) University has not waived its right to seek redress in the courts.

13.19.4 The submission, processing and resolution of Contractor’s claim is governed by the published rules adopted by the Texas Attorney General pursuant to Chapter 2260, as currently effective, thereafter enacted or subsequently amended.

13.19.5 University and Contractor agree that any periods provided in this Agreement for notice and cure of defaults are not waived.

13.20 Undocumented Workers. The Immigration and Nationality Act (8 USC §1324a) makes it unlawful for an employer to hire or continue the employment of undocumented workers.

Contractor represents and warrants that it is in compliance with and agrees that it will remain in compliance with the provisions of the Immigration and Nationality Act. The United States Immigration and Customs Enforcement Service has established the Form I‐9 Employment Eligibility Verification Form (I‐9 Form) as the document to be used for employment eligibility verification (8 CFR §274a). Among other things, Contractor is required to: (1) have all employees complete and sign the I‐9 Form certifying that they are eligible for employment; (2) examine verification documents required by the I‐9 Form to be presented by the employee and ensure the documents appear to be genuine and related to the individual; (3) record information about the documents on the I‐9 Form, and complete the certification portion of the I‐9 Form;

and (4) retain the I‐9 Form as required by Applicable Laws. It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of that individual’s national origin or citizenship status. If Contractor employs unauthorized workers during performance of this Agreement in violation of the Immigration Act then, in addition to other remedies or penalties prescribed by Applicable Laws, University may terminate this Agreement in accordance with Section 8.

13.21 Limitations. THE PARTIES ARE AWARE THERE ARE CONSTITUTIONAL AND STATUTORY

LIMITATIONS (“LIMITATIONS”) ON THE AUTHORITY OF UNIVERSITY (A STATE AGENCY) TO ENTER

INTO CERTAIN TERMS AND CONDITIONS THAT MAY BE PART OF THIS AGREEMENT, INCLUDING

TERMS AND CONDITIONS RELATING TO LIENS ON UNIVERSITY’S PROPERTY; DISCLAIMERS AND

LIMITATIONS OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES;

WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND

PROCESSES; LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF

LITIGATION OR SETTLEMENT TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD

PARTIES; PAYMENT OF ATTORNEYS’ FEES; DISPUTE RESOLUTION; INDEMNITIES; AND

CONFIDENTIALITY, AND TERMS AND CONDITIONS RELATED TO LIMITATIONS WILL NOT BE BINDING ON UNIVERSITY EXCEPT TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE

STATE OF TEXAS.

13.22 Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy, University’s Standards of Conduct Guide, and applicable state ethics laws and rules. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause University employees to violate University’s Conflicts of Interest Policy, University’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement.