16331-OC (9-26).pdf

Docusign Envelope ID: F16D665B-F35E-8E9E-81 DF-C5317662EE35

STATE OF NEBRASKAcoNTRACTAWARD State Purchasing Bureau 1526 K Street, Suite 130 Lincoln, Nebraska 68508

PAGE

BUSINESS UNIT

VENDOR NUMBER: 2046025

VENDOR ADDRESS:

PRINT DATE

9/24/2026

BUYER

MATTHEW CADDY AS

Telephone: (402) 471-6500 Fax: (402) 471-2089

CONTRACT NUMBER

16331 oc

BROWNING GROUP INTERNATIONAL INC

OBA EMERGENETICS INTERNATIONAL

2 INVERNESS DR E STE 188

CENTENNIAL CO 80112-5508

AN AWARD HAS BEEN MADE TO THE VENDOR NAMED ABOVE FOR THE PERSONAL PROPERTY AND/OR SERVICES AS LISTED

BELOW FOR THE PERIOD:

SEPTEMBER 29, 2026 THROUGH SEPTEMBER 28, 2028

THIS CONTRACT IS NOT AN EXCLUSIVE CONTRACT TO FURNISH THE PERSONAL PROPERTY AND/OR SERVICES SHOWN BELOW, AND DOES NOT PRECLUDE THE PURCHASE OF SIMILAR PERSONAL PROPERTY AND/OR SERVICES FROM OTHER

SOURCES.

THE STATE RESERVES THE RIGHT TO EXTEND THE PERIOD OF THIS CONTRACT BEYOND THE TERMINATION DATE WHEN

MUTUALLY AGREEABLE TO THE VENDOR/CONTRACTOR AND THE STATE OF NEBRASKA.

Original/Bid Document 127007 08

Contract to supply and deliver Emergenetics Profiles and any related services to the State of Nebraska.

This is the initial term of the contract.

The contract may be renewed for one ( 1) additional one ( 1) year period when mutually agreeable to the vendor and the State of Nebraska.

This is an estimated quantity contract.

Vendor Point of Contact:

Name: Abby Medved Phone: 303-963-9108 E-Mail: Abby.medved@emergenetics.com

Contract Award as Attached (09/24/2026)

Line Description

1 EMERGENETICS PROFILES

AND RELATED SERVICES

Total Order

Unit of Quantity Measure

100,000.0000 EA

Unit Price

Signed by:

1.0000

Extended Price

100,000.00

100,000.oo

DocuSigned by:

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2D3462CD71A9444 . .BUYER MATERIEL ADMINISTRATOR

R43500INISK0002INISK0002 20210628

Contract Award Contract Number: 16331 OC

Emergenetics Profiles

Between

The State of Nebraska And

Browning Group International, Inc. dba Emergenetics International

I. Scope This Contract is to supply and deliver Emergenetics Profiles and any related services expressly identified in an authorized purchase order or Statement of Work. No custom development, transfer of intellectual property ownership, or other services are included unless agreed in a written amendment signed by both Parties.

Each purchase under this Contract must be identified in a purchase order or Statement of Work accepted in writing by both Parties and specifying the applicable products or services, quantities, fees, delivery terms, and authorized use period.

Unless otherwise expressly stated in the applicable purchase order or Statement of Work, unused Profile access codes expire twelve (12) months after the applicable order date and may not be carried forward, exchanged, credited, or refunded. Expiration or termination will not affect the State’s authorized internal use of previously completed participant reports, subject to the license, confidentiality, and use restrictions in this Contract.

II. Contract Term The term of the contract will be two (2) years commencing upon execution of the contract by the State and the Vendor (Parties). The Contract includes the option to renew for one (1) additional one (1) year period upon mutual agreement of the Parties. The State reserves the right to extend the period of this contract beyond the termination date when mutually agreeable to the Parties.

III. Point of Contact The points of contact for this Contract are as follows (or their named successors):

Vendor

Name Abby Medved

Phone 303-963-9108

E-mail Abby.medved@emergenetics.com

State of Nebraska

Name Matthew Caddy

Address 1526 K St. Ste. 130, Lincoln, NE 68508

Phone 402-471-1428

E-mail Matthew.Caddy@nebraska.gov or AS.MaterielPurchasing@nebraska.gov

IV. Terms and Conditions IMPORTANT NOTICE: Pursuant to Neb. Rev. Stat. § 84-602.04, State contracts in effect as of January 1, 2014, and contracts entered into thereafter, must be posted to a public website. The resulting Contract will be posted to a public website managed by DAS, which can be found at https://statecontracts.nebraska.gov.

These postings will include all procurement documentation relating to the resulting contract. Vendor must request that proprietary information be excluded from the posting. The vendor must identify the proprietary information, mark the proprietary information according to state law, and submit the proprietary information in a separate file named conspicuously as "PROPRIETARY INFORMATION". The vendor should submit a detailed written document showing that the release of the proprietary information would give a business advantage to named business competitor(s) and explain how the named business competitor(s) will gain an actual business advantage by disclosure of information. The mere assertion that information is proprietary or that a speculative business advantage might be gained is not sufficient. (See Attorney General Opinion No. 92068, April 27, 1992). THE VENDOR MAY NOT ASSERT THAT THE ENTIRE RESPONSE IS PROPRIETARY. COST SHEETS WILL NOT BE CONSIDERED PROPRIETARY AND ARE A PUBLIC RECORD IN THE STATE OF NEBRASKA. The State will determine, in its sole discretion, if the disclosure of the information designated by the Bidder as proprietary would 1) give advantage to business competitors and 2) serve no

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35 mailto:Matthew.Caddy@nebraska.gov mailto:AS.MaterielPurchasing@nebraska.gov https://protect.checkpoint.com/v2/r01/___https:/statecontracts.nebraska.gov___.YXAzOmJyb3duaW5nZ3JvdXA6YzpvZmZpY2UzNjVfZW1haWxzX2F0dGFjaG1lbnQ6MDQwOTg1NWQ1NTcxY2IyOTQxMjhlYzBiY2YzNDFlZmI6NzpkMzZjOmE3YzYwMGRhMjBmYTQ4Yjg0YzhlY2MzNWFjNmY0MGU3OWYwOGI0NWM2NmVkMDg2NzYzZTE2MGY3MzhjNDMzY2E6cDpUOlQ public purpose. The Vendor will be notified of the State’s decision. Absent a determination by the State that the information may be withheld pursuant to Neb. Rev. Stat. § 84-712.05, the State will consider all information a public record subject to disclosure.

If the State determines it is required to release withheld proprietary information, the vendor will be informed. It will be the vendor's responsibility to defend the vendor's asserted interest in non-disclosure.

To facilitate such public postings, with the exception of proprietary information, the State of Nebraska reserves a royalty-free, nonexclusive, and irrevocable right to copy, reproduce, publish, post to a website, or otherwise use of the resulting contract for any purpose, and to authorize others to use the documents. The awarded vendor specifically waives any copyright or other protection the resulting contract may have; and acknowledges that they have the ability and authority to enter into such waiver. This reservation and waiver is a prerequisite for the resulting contract. Failure to agree to the reservation and waiver will result in the contract not being executed.

For clarity, this reservation and waiver applies solely to the executed Contract and procurement documents submitted for public posting. It does not apply to Vendor’s products, assessments, profiles, reports, methodologies, training materials, facilitator materials, software, trademarks, copyrighted content, confidential information, or other intellectual property incorporated by reference, attached as samples, or provided in performing the Contract.

Vendor agrees not to sue, file a claim, or make a demand against the State arising solely from the State’s authorized posting of the executed Contract and procurement documents in accordance with applicable law and this Contract. Vendor will indemnify and hold harmless the State and its employees, volunteers, agents, and elected and appointed officials from third-party claims arising from such posting, but only to the extent directly resulting from Vendor’s failure to identify and submit proprietary information in accordance with the procedures stated above. Vendor shall have no obligation arising from the State’s posting of materials expressly excluded from the State’s posting rights under this Contract, including Vendor’s products, assessments, profiles, reports, methodologies, training materials, software, confidential information, personal data, or other intellectual property.

The Vendor should submit any license, user agreement, service level agreement, or similar documents that the Vendor wants incorporated in the Contract. The Vendor must submit a copy of these documents in an editable Word format. The State will not consider incorporation of any document not submitted prior to signing the Contract. These documents shall be subject to negotiation and will be incorporated as addendums if agreed to by the Parties.

If a conflict or ambiguity arises after the addendums have been negotiated and agreed to, the addendums shall be interpreted as follows:

1. If only one (1) Party’s document has a particular clause then that clause shall control;

2. If both Party’s documents have a similar clause, but the clauses do not conflict, the clauses shall be read together;

3. If both Party’s documents have a similar clause, but the clauses conflict, the State’s clause shall control.

A. GENERAL

The Contract shall incorporate the following documents:

1. Contract Award;

2. Statement of Work (if applicable);

3. Any additional documents as attached; and

4. Amendments to the Contract.

These documents constitute the entirety of the Contract.

Unless otherwise specifically stated in a future Contract amendment, in case of any conflict between the incorporated documents, the documents shall govern in the following order of preference with number one (1) receiving preference over all other documents and with each lower numbered document having preference over any higher numbered document: 1) Amendment to the executed Contract, 2) executed Contract and any attached Addenda, and 3) Statement of Work.

Any ambiguity or conflict in the Contract discovered after execution, not otherwise addressed herein, shall be resolved in accordance with the rules of contract interpretation as established in the State of Nebraska.

B. GOVERNING LAW (Nonnegotiable)

Notwithstanding any other provision of this contract, or any amendment or addendum(s) entered into contemporaneously or at a later time, the parties understand and agree that, (1) the State of Nebraska is a sovereign

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35 state and its authority to contract is therefore subject to limitation by the State’s Constitution, statutes, common law, and regulation; (2) this contract will be interpreted and enforced under the laws of the State of Nebraska; (3) any action to enforce the provisions of this agreement must be brought in the State of Nebraska per state law; (4) the person signing this contract on behalf of the State of Nebraska does not have the authority to waive the State's sovereign immunity, statutes, common law, or regulations; (5) the indemnity, limitation of liability, remedy, and other similar provisions of the final contract, if any, are entered into subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity; and, (6) all terms and conditions of the final contract, including but not limited to the clauses concerning third party use, licenses, warranties, limitations of liability, governing law and venue, usage verification, indemnity, liability, remedy or other similar provisions of the final contract are entered into specifically subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity.

The Parties must comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

C. DISCOUNTS

Prices quoted shall be inclusive of ALL trade discounts. Cash discount terms of less than thirty (30) days will not be considered as part of the solicitation response. Cash discount periods will be computed from the date of receipt of a properly executed claim voucher or the date of completion of delivery of all items in a satisfactory condition, whichever is later.

D. PRICES

Prices quoted shall be net, including transportation and delivery charges fully prepaid by the bidder, F.O.B. destination named in the Contract. No additional charges will be allowed for packing, packages, or partial delivery costs. When an arithmetic error has been made in the extended total, the unit price will govern.

Prices submitted on the cost sheet, once accepted by the State, shall remain fixed for the first one (1) year of the contract. Any request for a price increase subsequent to the first one (1) year of the contract shall not exceed three percent (3%) of the previous Contract period. Increases will be cumulative across the remaining periods of the contract. Requests for an increase must be submitted in writing to the State Purchasing Bureau a minimum of 120 days prior to the end of the current contract period. Documentation may be required by the State to support the price increase.

The State reserves the right to deny any requested price increase. No price increases are to be billed to any State Agencies prior to written amendment of the contract by the parties.

The State will be given full proportionate benefit of any decreases for the term of the contract.

E. AMENDMENTS

This Contract may be amended in writing, within scope, upon the agreement of both parties.

F. CHANGE ORDERS OR SUBSTITUTIONS

The State and the Vendor, upon the written agreement, may make changes to the contract within the general scope of the Contract. Changes may involve specifications, the quantity of work, or such other items as the State may find necessary or desirable. Corrections of any deliverable, service, or work required pursuant to the contract shall not be deemed a change. The Vendor may not claim forfeiture of the contract by reasons of such changes.

The Vendor shall prepare a written description of the work required due to the change and an itemized cost sheet for the change. Changes in work and the amount of compensation to be paid to the Vendor shall be determined in accordance with applicable unit prices if any, a pro-rated value, or through negotiations. The State shall not incur a price increase for changes that should have been included in the Vendor’s solicitation response, were foreseeable, or result from difficulties with or failure of the Vendor’s solicitation response or performance.

No change shall be implemented by the Vendor until approved by the State, and the Contract is amended to reflect the change and associated costs, if any. If there is a dispute regarding the cost, but both parties agree that immediate implementation is necessary, the change may be implemented, and cost negotiations may continue with both Parties retaining all remedies under the contract and law.

***Vendor will not substitute any item that has been awarded without prior written approval of SPB***

G. RECORD OF VENDOR PERFORMANCE

The State may document the vendor’s performance, which may include, but is not limited to, the customer service provided by the vendor, the ability of the vendor, the skill of the vendor, and any instance(s) of products or services delivered or performed which fail to meet the terms of the purchase order, contract, and/or Solicitation specifications.

In addition to other remedies and options available to the State, the State may issue one or more notices to the vendor outlining any issues the State has regarding the vendor’s performance for a specific contract (“Contract Compliance Request”). The State may also document the Vendor’s performance in a report, which may or may not be provided

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35 to the vendor (“Contract Non-Compliance Notice”). The Vendor shall respond to any Contract Compliance Request or Contract Non-Compliance Notice in accordance with such notice or request. At the sole discretion of the State, such Contract Compliance Requests and Contract Non-Compliance Notices may be placed in the State’s records regarding the vendor and may be considered by the State and held against the vendor in any future contract or award opportunity. The record of vendor performance will be considered in any suspension or debarment action.

H. CORRECTIVE ACTION PLAN

If Vendor is failing to meet the Scope of Work, in whole or in part, the State may require the Vendor to complete a corrective action plan (“CAP”). The State will identify issues with the Vendor’s performance and will set a deadline for the CAP to be provided. The Vendor must provide a written response to each identified issue and what steps the Vendor will take to resolve each issue, including the timeline(s) for resolution. If the Vendor fails to adequately provide the CAP in accordance with this section, fails to adequately resolve the issues described in the CAP, or fails to resolve the issues described in the CAP by the relevant deadline, the State may withhold payments and exercise any legal remedy available.

I. NOTICE OF POTENTIAL VENDOR BREACH

If Vendor breaches the contract or anticipates breaching the contract, the Vendor shall immediately give written notice to the State. The notice shall explain the breach or potential breach, a proposed cure, and may include a request for a waiver of the breach if so desired. The State may, in its discretion, temporarily or permanently waive the breach.

By granting a waiver, the State does not forfeit any rights or remedies to which the State is entitled by law or equity, or pursuant to the provisions of the contract. Failure to give immediate notice, however, may be grounds for denial of any request for a waiver of a breach.

J. BREACH

Either Party may terminate the contract, in whole or in part, if the other Party breaches its duty to perform its obligations under the contract in a timely and proper manner. Termination requires written notice of default and a thirty (30) calendar day (or longer at the non-breaching Party’s discretion considering the gravity and nature of the default) cure period. Said notice shall be delivered by email to the vendor’s point of contact with acknowledgement from the vendor, Certified Mail - Return Receipt Requested, or in person with proof of delivery. Allowing time to cure a failure or breach of contract does not waive the right to immediately terminate the contract for the same or different contract breach which may occur at a different time. In case of default of the Vendor, the State may contract the service from other sources and hold the Vendor responsible for any excess cost occasioned thereby.

The State’s failure to make payment shall not be a breach, and the Vendor shall retain all available statutory remedies and protections.

K. NON-WAIVER OF BREACH

The acceptance of late performance with or without objection or reservation by a Party shall not waive any rights of the Party nor constitute a waiver of the requirement of timely performance of any obligations remaining to be performed.

L. SEVERABILITY

If any term or condition of the contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and conditions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the provision held to be invalid or illegal.

M. INDEMNIFICATION

1. GENERAL

The Vendor agrees to defend, indemnify, and hold harmless the State and its employees, volunteers, agents, and its elected and appointed officials (the “indemnified parties”) from third-party claims for personal injury, death, or tangible property damage, including reasonable costs and attorney fees, but only to the extent directly caused by the negligent acts or omissions or willful misconduct of the Vendor, its employees, Subcontractors, consultants, representatives, or agents in performing this Contract. Vendor shall have no obligation to the extent a claim results from the negligence, willful misconduct, unauthorized use, modification, or instructions of an indemnified party. These obligations are conditioned upon prompt written notice and reasonable cooperation by the State, at Vendor’s expense.

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35

2. INTELLECTUAL PROPERTY

The Vendor shall, at its cost, defend and indemnify the indemnified parties from third-party claims alleging that the State’s authorized use of Vendor Materials, as delivered by Vendor and used in accordance with this Contract, infringes a United States patent, copyright, trade secret, or trademark, provided the State gives Vendor prompt written notice and reasonable cooperation. Vendor may control the defense and settlement, except that no settlement may admit wrong doing by or impose a nonmonetary obligation on the State without the State’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

Vendor has no obligation for claims arising from modifications not made by Vendor; combination with items not supplied or approved by Vendor; use outside the Contract; continued use after a substantially equivalent non-infringing replacement is offered; or State-provided materials, specifications, or instructions.

If a judgment or settlement is obtained or reasonably anticipated against the State’s use of any intellectual property for which the Vendor has indemnified the State, the Vendor shall, at the Vendor’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on the State’s behalf to provide the necessary rights to the State to eliminate the infringement, or provide the State with a non-infringing substitute that provides the State the same functionality. At the State’s election, the actual or anticipated judgment may be treated as a breach of warranty by the Vendor, and the State may receive the remedies provided under this Contract.

3. PERSONNEL

The Vendor shall, at its expense, indemnify and hold harmless the indemnified parties from and against any claim with respect to withholding taxes, worker’s compensation, employee benefits, or any other claim, demand, liability, damage, or loss of any nature relating to any of the personnel, including subcontractor’s and their employees, provided by the Vendor.

4. SELF-INSURANCE

The State of Nebraska is self-insured for any loss and purchases excess insurance coverage pursuant to Neb. Rev. Stat. § 81-8,239.01. If there is a presumed loss under the provisions of this agreement, Vendor may file a claim with the Office of Risk Management pursuant to Neb. Rev. Stat. §§ 81-8,239.01 to 81-8,306 for review by the State Claims Board. The State retains all rights and immunities under the State Miscellaneous (Neb. Rev. Stat. § 81-8,294), Tort (Neb. Rev. Stat. § 81-8,209), and Contract Claim Acts (Neb. Rev. Stat. § 81-8,302), as outlined in state law and accepts liability under this agreement only to the extent provided by law.

N. ATTORNEY'S FEES

In the event of any litigation, appeal, or other legal action to enforce any provision of the contract, the Parties agree to pay all expenses of such action, as permitted by law and if ordered by the court, including attorney's fees and costs, if the other Party prevails.

O. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, each Party’s total aggregate liability arising out of or relating to this Contract shall not exceed the fees paid or payable to Vendor under this Contract during the twelve (12) months preceding the event giving rise to the claim. Neither Party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, or loss of business opportunity. The foregoing cap and exclusions do not apply to a Party’s gross negligence, willful misconduct, or breach of confidentiality.

Vendor’s liability for third-party intellectual property claims under the Intellectual Property indemnification section shall not exceed the applicable insurance limits required by this Contract.

P. ASSIGNMENT, SALE, OR MERGER

Either Party may assign the contract upon mutual written agreement of the other Party. Such agreement shall not be unreasonably withheld.

The Vendor retains the right to enter into a sale, merger, acquisition, internal reorganization, or similar transaction involving Vendor’s business. Vendor agrees to cooperate with the State in executing amendments to the contract to allow for the transaction. If a third party or entity is involved in the transaction, the Vendor will remain responsible for performance of the contract until such time as the person or entity involved in the transaction agrees in writing to be contractually bound by this contract and perform all obligations of the contract.

Q. COOPERATIVE PURCHASING BY OTHER PUBLIC ENTITIES

Vendor may, but is not required to, permit Nebraska agencies and political subdivisions, and other United States federal, state, local, tribal, educational, and other public-sector entities, to purchase under this Contract through a separate purchase order, participating addendum, or other agreement accepted by Vendor. Each participating entity shall be solely responsible for its own orders, payments, and obligations, and its use is subject to applicable law and any mutually agreed entity-specific terms. The State of Nebraska shall not be contractually obligated or liable for any

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35 purchase or agreement entered into by another entity. Use by another entity does not amend this Contract or create exclusivity.

R. FORCE MAJEURE

Neither Party shall be liable for any costs or damages, or for default resulting from its inability to perform any of its obligations under the contract due to a natural or manmade event outside the control and not the fault of the affected Party (“Force Majeure Event”) that was not foreseeable at the time the Contract was executed. The Party so affected shall immediately make a written request for relief to the other Party and shall have the burden of proof to justify the request. The other Party may grant the relief requested; relief may not be unreasonably withheld. Labor disputes with the impacted Party’s own employees will not be considered a Force Majeure Event.

S. CONFIDENTIALITY

Each Party shall use the other Party’s confidential information solely to perform or receive the products and services under this Contract and shall protect it using reasonable safeguards. Confidential information does not include information that the receiving Party can demonstrate is publicly available through no breach; was lawfully known without restriction before disclosure; was lawfully received from a third party without a duty of confidentiality; or was independently developed without use of the disclosing Party’s confidential information. Disclosure required by applicable public-records or other law is permitted, provided the receiving Party gives notice when legally permitted and reasonably cooperates with any lawful request for protected treatment. Participant-level profile information and personal data shall be accessed, used, retained, and disclosed only as necessary for the authorized services and in accordance with applicable law and the Parties’ documented privacy and security obligations. Nothing in this Section transfers ownership of Vendor Materials.

It is incumbent upon the Parties to inform their officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a (i)(1), which is made applicable by 5 U.S.C. 552a (m)(1), provides that any officer or employee, who by virtue of his/her employment or official position has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

T. BEGINNING OF WORK & SUSPENSION OF SERVICES

The vendor shall not commence any billable work until a valid contract has been fully executed by the State and the successful Vendor. The Vendor will be notified in writing when work may begin.

The State may, at any time and without advance notice, require the Vendor to suspend any or all performance or deliverables provided under this Contract. In the event of such suspension, the Contract Manager or POC, or their designee, will issue a written order to stop work. The written order will specify which activities are to be immediately suspended and the reason(s) for the suspension. Upon receipt of such order, the Vendor shall immediately comply with its terms and take all necessary steps to mitigate and eliminate the incurrence of costs allocable to the work affected by the order during the period of suspension. The suspended performance or deliverables may only resume when the State provides the Vendor with written notice that such performance or deliverables may resume, in whole or in part.

The State shall remain responsible for payment for products delivered, services performed, and authorized non-cancellable commitments incurred before Vendor’s receipt of the suspension notice. If a suspension continues for more than thirty (30) calendar days, the Parties will confer in good faith regarding schedule, scope, and any reasonable cost impacts before performance resumes.

U. EARLY TERMINATION

The contract may be terminated as follows:

1. The State and the Vendor, by mutual written agreement, may terminate the contract, in whole or in part, at any time.

2. The State, in its sole discretion, may terminate the contract, in whole or in part, for any reason upon thirty

(30) calendar day’s written notice shall be delivered by email, delivery receipt requested; certified mail, return receipt requested; or in person with proof of delivery to the Vendor. Such termination shall not relieve the Vendor of warranty or other service obligations incurred under the terms of the contract. In the event of termination, the Vendor shall be entitled to payment, determined on a pro rata basis, for products or services satisfactorily performed or provided.

3. Termination shall not cancel or require a refund for Profiles, access codes, reports, licenses, or materials ordered, activated, generated, delivered, or made available before the effective date of termination. The responsible ordering entity shall pay Vendor for accepted products, services performed through the effective date, and authorized non-cancellable commitments.

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35

4. The State may terminate the contract, in whole or in part, immediately for the following reasons:

a. if directed to do so by statute,

b. Vendor has made an assignment for the benefit of creditors, has admitted in writing its inability to pay debts as they mature, or has ceased operating in the normal course of business,

c. a trustee or receiver of the Vendor or of any substantial part of the Vendor’s assets has been appointed by a court,

d. fraud, misappropriation, embezzlement, malfeasance, misfeasance, or illegal conduct pertaining to performance under the contract by its Vendor, its employees, officers, directors, or shareholders,

e. an involuntary proceeding has been commenced by any Party against the Vendor under any one of the chapters of Title 11 of the United States Code and (i) the proceeding has been pending for at least sixty (60) calendar days; or (ii) the Vendor has consented, either expressly or by operation of law, to the entry of an order for relief; or (iii) the Vendor has been decreed or adjudged a debtor,

f. a voluntary petition has been filed by the Vendor under any of the chapters of Title 11 of the United States Code,

g. Vendor intentionally discloses confidential information,

h. Vendor has or announces it will discontinue support of the deliverable; and,

i. In the event funding is no longer available.

V. CONTRACT CLOSEOUT

Upon contract closeout for any reason the Vendor shall within 30 days, unless stated otherwise herein:

1. Transfer all completed or partially completed deliverables to the State,

2. Transfer ownership and title to all completed or partially completed deliverables to the State,

3. Return to the State all information and data, unless the Vendor is permitted to keep the information or data by contract or rule of law. Vendor may retain one copy of any information or data as required to comply with applicable work product documentation standards or as are automatically retained in the course of Vendor’s routine back up procedures,

4. Cooperate with any successor Vendor, person or entity in the assumption of any or all of the obligations of this contract,

5. Cooperate with any successor Vendor, person or entity with the transfer of information or data related to this contract,

6. Return or vacate any state owned real or personal property; and,

7. Return all data in a mutually acceptable format and manner.

Nothing in this Section requires Vendor to transfer or surrender Vendor Materials, participant-level profile information, or other intellectual property, information, or data owned or controlled by Vendor for which the State has no legal claim. The State’s continued use of previously delivered Vendor Materials remains subject to the license and use rights stated in this Contract.

W. PROHIBITED PRODUCTS

The State will not accept Gray Market Products for this solicitation. Gray Market is defined as the trade of a commodity through distribution channels which, while legal, are unofficial, unauthorized, or unintended by the original manufacturer. Gray Market items are not designed to be sold in a particular market and cannot be supported by the authorized importer because of various reasons.

The State will not accept any products made by a company owned by the Chinese Communist Party. Furthermore, pursuant to Executive Order No. 23-05, the State will not accept any communications equipment or services developed by organizations on the Federal Communications Commission’s Covered List.

The State will not accept goods from countries or persons identified on the Office of Foreign Assets Control Sanctions List.

V. VENDOR DUTIES

A. INDEPENDENT VENDOR / OBLIGATIONS

It is agreed that the Vendor is an independent vendor and that nothing contained herein is intended or should be construed as creating or establishing a relationship of employment, agency, or a partnership.

The Vendor is solely responsible for fulfilling the contract. The Vendor or the Vendor’s representative shall be the sole point of contact regarding all contractual matters.

The Vendor shall secure, at its own expense, all personnel required to perform the services under the contract. The personnel the Vendor uses to fulfill the contract shall have no contractual or other legal relationship with the State;

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35 they shall not be considered employees of the State and shall not be entitled to any compensation, rights or benefits from the State, including but not limited to, tenure rights, medical and hospital care, sick and vacation leave, severance pay, or retirement benefits.

By-name personnel commitments made in the vendor’s solicitation response shall not be changed without the prior written approval of the State. Replacement of these personnel, if approved by the State, shall be with personnel of equal or greater ability and qualifications.

All personnel assigned by the Vendor to the contract shall be employees of the Vendor or a subcontractor and shall be fully qualified to perform the work required herein. Personnel employed by the Vendor or a subcontractor to fulfill the terms of the contract shall remain under the sole direction and control of the Vendor or the subcontractor respectively.

With respect to its employees, the Vendor agrees to be solely responsible for the following:

1. Any and all pay, benefits, and employment taxes and/or other payroll withholding,

2. Any and all vehicles used by the Vendor’s employees, including all insurance required by state law,

3. Damages incurred by Vendor’s employees within the scope of their duties under the contract,

4. Maintaining Workers’ Compensation and health insurance that complies with state and federal law and submitting any reports on such insurance to the extent required by governing law,

5. Determining the hours to be worked and the duties to be performed by the Vendor’s employees; and,

6. All claims on behalf of any person arising out of employment or alleged employment (including without limit claims of discrimination alleged against the Vendor, its officers, agents, or subcontractors or subcontractor’s employees).

If the Vendor intends to utilize any subcontractor, the subcontractor's level of effort, tasks, and time allocation should be clearly defined. The Vendor shall agree that it will not utilize any subcontractors not specifically included in its solicitation response in the performance of the contract without the prior written authorization of the State.

The State reserves the right to require the Vendor to reassign or remove from the project any Vendor or subcontractor employee.

Vendor shall insure that the terms and conditions contained in any contract with a subcontractor does not conflict with the terms and conditions of this contract.

The Vendor shall include a similar provision, for the protection of the State, in the contract with any Subcontractor engaged to perform work on this contract.

B. FOREIGN ADVERSARY CONTRACTING PROHIBITION ACT CERTIFICATION (Nonnegotiable) The Vendor certifies that it is not a scrutinized company as defined under the Foreign Adversary Contracting Prohibition Act, LB1300 Sec. 9. (5); that it will not subcontract with any scrutinized company for any aspect of performance of the contemplated contract; and that any products or services to be provided do not originate with a scrutinized company.

C. EMPLOYEE WORK ELIGIBILITY STATUS

The Vendor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of employees physically performing services within the State of Nebraska. A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E-Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of an employee.

If the Vendor is an individual or sole proprietorship, the following applies:

1. The Vendor must complete the United States Citizenship Attestation Form, available on the Department of

Administrative Services website at https://das.nebraska.gov/materiel/docs/pdf/Individual%20or%20Sole%20Proprietor%20United%20States% 20Attestation%20Form%20English%20and%20Spanish.pdf

2. The completed United States Attestation Form should be submitted with the Contract response.

3. If the Vendor indicates on such attestation form that he or she is a qualified alien, the Vendor agrees to provide the US Citizenship and Immigration Services documentation required to verify the Vendor’s lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE) Program.

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35 https://protect.checkpoint.com/v2/r01/___https:/das.nebraska.gov/rfyjwnjqdithxduikdNsinAnizfqe75twe75Xtqje75Uwtuwnjytwe75Zsnyjie75Xyfyjxe75Fyyjxyfyntse75Ktwre75Jslqnxme75fsie75Xufsnxm.uik___.YXAzOmJyb3duaW5nZ3JvdXA6YzpvZmZpY2UzNjVfZW1haWxzX2F0dGFjaG1lbnQ6MDQwOTg1NWQ1NTcxY2IyOTQxMjhlYzBiY2YzNDFlZmI6Nzo3NzlmOjc2NmU1MjY5ZjliZjdiMjdiMmY5YTE3YmMyNmY1MzIwNDg1ZTAwZGFjYjc5YTU2NzFhMjIxMjQyNmEwMTA4MGU6cDpUOlQ https://protect.checkpoint.com/v2/r01/___https:/das.nebraska.gov/rfyjwnjqdithxduikdNsinAnizfqe75twe75Xtqje75Uwtuwnjytwe75Zsnyjie75Xyfyjxe75Fyyjxyfyntse75Ktwre75Jslqnxme75fsie75Xufsnxm.uik___.YXAzOmJyb3duaW5nZ3JvdXA6YzpvZmZpY2UzNjVfZW1haWxzX2F0dGFjaG1lbnQ6MDQwOTg1NWQ1NTcxY2IyOTQxMjhlYzBiY2YzNDFlZmI6Nzo3NzlmOjc2NmU1MjY5ZjliZjdiMjdiMmY5YTE3YmMyNmY1MzIwNDg1ZTAwZGFjYjc5YTU2NzFhMjIxMjQyNmEwMTA4MGU6cDpUOlQ

4. The Vendor understands and agrees that lawful presence in the United States is required, and the Vendor may be disqualified or the contract terminated if such lawful presence cannot be verified as required by Neb.

Rev. Stat. § 4-108.

D. COMPLIANCE WITH CIVIL RIGHTS LAWS AND EQUAL OPPORTUNITY EMPLOYMENT /

NONDISCRIMINATION (Nonnegotiable) The Vendor shall comply with all applicable local, state, and federal statutes and regulations regarding civil rights laws and equal opportunity employment. The Nebraska Fair Employment Practice Act prohibits Contractors of the State of Nebraska, and their Subcontractors, from discriminating against any employee or applicant for employment, with respect to hire, tenure, terms, conditions, compensation, or privileges of employment because of race, color, religion, sex, disability, marital status, or national origin (Neb. Rev. Stat. §§ 48-1101 to 48-1125). The Vendor guarantees compliance with the Nebraska Fair Employment Practice Act, and breach of this provision shall be regarded as a material breach of contract. The Vendor shall insert a similar provision in all Subcontracts for goods and services to be covered by any contract resulting from this Contract.

E. COOPERATION WITH OTHER CONTRACTORS

Vendor may be required to work with or in close proximity to other vendors or individuals that may be working on same or different projects. The Vendor shall agree to cooperate with such other vendors or individuals and shall not commit or permit any act which may interfere with the performance of work by any other vendor or individual. Vendor is not required to compromise Vendor’s intellectual property or proprietary information unless expressly required to do so by this contract.

F. PERMITS, REGULATIONS, LAWS

The contract price shall include the cost of all royalties, licenses, permits, and approvals, whether arising from patents, trademarks, copyrights or otherwise, that are in any way involved in the contract. The Vendor shall obtain and pay for all royalties, licenses, and permits, and approvals necessary for the execution of the contract. The Vendor must guarantee that it has the full legal right to the materials, supplies, equipment, software, and other items used to execute this contract.

G. OWNERSHIP OF INFORMATION AND DATA / DELIVERABLES

“Vendor Materials” means all Emergenetics Profiles, assessments, reports, scoring systems, methodologies, algorithms, frameworks, software, services, content, training and facilitator materials, trademarks, copyrights, know-how, and other materials or technology owned, licensed, or developed by Vendor independently of this Contract, together with improvements, configurations, and derivative works of the foregoing. Vendor retains all right, title, and interest in Vendor Materials. The State owns its data and any deliverable created exclusively for the State under a written Statement of Work that expressly identifies the item as a “State-Owned Deliverable.” To the extent Vendor Materials are included in a State-Owned Deliverable, Vendor grants the applicable ordering entity a nonexclusive, nontransferable license to use those Vendor Materials for its internal governmental purposes during the applicable authorized use period.

The State and participating entities may allow authorized employees and contractors to access Vendor Materials solely for internal governmental use and shall not sell, sublicense, publicly distribute, reverse engineer, decompile, circumvent technical protections, systematically extract content, or create derivative works from Vendor Materials except with Vendor’s prior written consent or as expressly permitted by applicable law. Accounts and credentials may be used only by the assigned authorized user, and each Party shall promptly notify the other of known unauthorized access affecting the services.The State retains the right to use its own data and State-Owned Deliverables. Vendor may use general skills, ideas, concepts, methods, and know-how retained in unaided memory, and may provide similar products and services to others, provided Vendor does not disclose the State’s confidential information.

H. INSURANCE REQUIREMENTS

The Vendor shall throughout the term of the contract maintain insurance as specified herein and provide the State a current Certificate of Insurance/Acord Form (COI) verifying the coverage. The Vendor shall not commence work on the contract until the insurance is in place. If Vendor subcontracts any portion of the Contract the Vendor must, throughout the term of the contract, either:

Provide equivalent insurance for each subcontractor and provide a COI verifying the coverage for the subcontractor, Require each subcontractor to have equivalent insurance and provide written notice to the State that the Vendor has verified that each subcontractor has the required coverage; or, Provide the State with copies of each subcontractor’s Certificate of Insurance evidencing the required coverage.

The Vendor shall not allow any Subcontractor to commence work until the Subcontractor has equivalent insurance.

The failure of the State to require a COI, or the failure of the Vendor to provide a COI or require subcontractor insurance shall not limit, relieve, or decrease the liability of the Vendor hereunder.

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID: F16D665B-F35E-8E9E-81DF-C5317662EE35

In the event that any policy written on a claims-made basis terminates or is canceled during the term of the contract or within one year of termination or expiration of the contract, the Vendor shall obtain an extended discovery or reporting period, or a new insurance policy, providing coverage required by this contract for the term of the contract and one year following termination or expiration of the contract.

If by the terms of any insurance a mandatory deductible is required, or if the Vendor elects to increase the mandatory deductible amount, the Vendor shall be responsible for payment of the amount of the deductible in the event of a paid claim.

The insurance requirements in this Section do not increase, expand, or otherwise modify Vendor’s liability under this Contract. The existence or amount of insurance coverage shall not create liability that would not otherwise exist or increase any applicable limitation of liability. Any recovery under an insurance policy remains subject to the indemnification obligations, exclusions, and Limitation of Liability set forth in this Contract.

1. WORKERS’ COMPENSATION INSURANCE

The Vendor shall take out and maintain during the life of this contract the statutory Workers’ Compensation and Employer's Liability Insurance for all of the contactors’ employees to be engaged in work on the project under this contract and, in case any such work is sublet, the Vendor shall require the Subcontractor similarly to provide Worker's Compensation and Employer's Liability Insurance for all of the Subcontractor’s employees to be engaged in such work. This policy shall be written to meet the statutory requirements for the state in which the work is to be performed, including Occupational Disease. The policy shall include a waiver of subrogation in favor of the State. The COI shall contain the mandatory COI subrogation waiver language found hereinafter. The amounts of such insurance shall not be less than the limits stated hereinafter. For employees working in the State of Nebraska, the policy must be written by an entity authorized by the State of Nebraska Department of Insurance to write Workers’ Compensation and Employer’s Liability Insurance for Nebraska employees.

2. COMMERCIAL GENERAL LIABILITY INSURANCE AND COMMERCIAL AUTOMOBILE LIABILITY

INSURANCE

The Vendor shall take out and maintain during the life of this contract such Commercial General Liability Insurance and Commercial Automobile Liability Insurance as shall protect Vendor and any Subcontractor performing work covered by this contract from claims for damages for bodily injury, including death, as well as from claims for property damage, which may arise from operations under this contract, whether such operation be by the Vendor or by any Subcontractor or by anyone directly or indirectly employed by either of them, and the amounts of such insurance shall not be less than limits stated hereinafter.

The Commercial General Liability Insurance shall be written on an occurrence basis, and provide Premises/Operations, Products/Completed Operations, Independent Vendors, Personal Injury, and Contractual Liability coverage. The policy shall include the State, and others as required by the contract documents, as Additional Insured(s). This policy shall be primary, and any insurance or self-insurance carried by the State shall be considered secondary and non-contributory. The COI shall contain the mandatory COI liability waiver language found hereinafter. The Commercial Automobile Liability Insurance shall be written to cover all Owned, Non-owned, and Hired vehicles.

Docusign Envelope ID: 7E509DE7-63D0-8D24-802B-179EA68A8E84Docusign Envelope ID:…