LinkedIn+Learning+Contract+Signed+10-10-2023.pdf

LinkedIn Proprietary Last Updated: February 1, 2023 Conga No. 00221449.0

LINKEDIN SUBSCRIPTION AGREEMENT – LINKEDIN LEARNING CONTRACT

This LinkedIn Subscription Agreement (“LSA”) governs any previously executed and active Order Forms (defined below) and any future Order Forms executed by the customer identified in the applicable Order Form (“Customer” or “STATE”) and the LinkedIn company identified in that Order Form (“LinkedIn” or “Contractor”). This LSA, the applicable Order Form(s), and any other incorporated terms, comprise the complete understanding between the parties on the subject matter (“Agreement” or “Contract”). This LSA supersedes any previously executed LSA or other master agreement(s) entered into by the parties which pertain to the Services (defined below).

Parties. The parties to this Contract are the State of North Dakota, acting through its Office of Management & Budget, State Procurement Office (STATE), and LinkedIn Corporation, a Delaware corporation having its principal place of business at 1000 West Maude Ave., Sunnyvale, CA 94085.

Additional State Provisions. Additional State of North Dakota Terms & Conditions, as detailed in the attached Appendix A, are incorporated as a part of this LSA.

This LSA is designed to address the unique concerns of a Public Sector Entity and is not applicable to private entities.

“Public Sector Entity” means State entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C § 39-04.2, and the International Peace Garden (hereafter known as “Ordering Agencies”).

1. ORDERING

1.1. Ordering Services. Subject to credit approval by LinkedIn and Customer’s compliance with the Agreement, Customer may access and use the subscription services offered via LinkedIn’s websites to the extent and for the term stated in the Order Form (“Services”). “Order Form” means an ordering document or online order page for the Services. Customer may allow its Affiliate to order Services under the terms of this LSA only if Customer informs LinkedIn in writing of the specific Affiliate authorized to do so. That authorized Affiliate will be (a) deemed a “Customer” for that order only; and

(b) jointly and severally liable with Customer for its use of the Services and compliance with the Agreement. “Affiliate” means an entity that Controls, is Controlled by, or is under common Control with, a party. “Control” means direct or indirect ownership of (i) more than 50% of an entity’s voting interest; or (ii) the right to receive more than fifty percent (50%) of an entity’s profits.

1.2. Payment and Taxes. Customer will pay the fees for the Services in accordance with the payment terms stated in the

Order Form. Customer’s purchases are non-cancelable and payment for Services is non-refundable, except as otherwise stated in this LSA. Customer is tax exempt and will provide LinkedIn with a valid tax exemption certificate. All taxes payable by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on LinkedIn, including taxes or fees measured by LinkedIn’s net or gross income.

1.3. Withholding Tax. If taxes are required to be withheld on payments under this Agreement in accordance with the tax laws applicable in the country of residence of Customer, either at the time of signing or during the performance of this Agreement, Customer shall have the right to withhold from any payment due to LinkedIn such amount of money as may be required to be withheld by the appropriate taxing authority. However, Customer shall take all measures in accordance with prevailing legislation in Customer’s country of residence and/or applicable international laws or regulations, for the avoidance of double taxation, where applicable, to ensure a reduction of or exemption from withholding taxes which may become payable in connection with this Agreement. If required, to avail of a reduction of withholding tax or an exemption from withholding tax, Customer shall request any necessary documentation or forms to be completed by LinkedIn as soon as practically possible and providing LinkedIn with a reasonable timeframe in line with contractual payment terms to provide such information. Where tax is withheld from payment due to LinkedIn, Customer shall supply LinkedIn with a valid withholding tax certificate and any other relevant documentation required as soon as this is available. Any balance outstanding will remain collectible until the necessary tax certificate/documentation is provided to LinkedIn.

2. RESPONSIBILITIES

2.1. Use of Services. LinkedIn shall provide Customer access to the Services in accordance with the Agreement. Customer will use the Services solely for its intended purpose, and as outlined in LinkedIn’s service-specific terms https://www.linkedin.com/legal/l/service-terms (“Service Terms”). Unless otherwise stated in the Agreement, only Customer-designated employees and contractors are authorized to use the Services (“Customer User”) and must be a Member when accessing Services through linkedIn.com. A “Member” is an individual who signs-up to use LinkedIn’s services under LinkedIn’s user agreement, as amended by LinkedIn from time to time and made a part of this Agreement as its Appendix C (“User Agreement”). The terms of the User Agreement are incorporated into this LSA. Customer will ensure that Customer Users comply with the User Agreement when using the Service within the scope of their employment. Customer may only use the Services for Customer’s internal use. Except as otherwise provided in the ordering document, Customer may allow its Affiliates to access and use the Services if Customer is fully liable for its Affiliates’ use of the Services and compliance with the Agreement. Notwithstanding the above, Customer may not resell, transfer access to, or otherwise monetize the Services without LinkedIn’s written consent. Excluding Customer Affiliates, Customer will not provide access to the Services to any third party. Customer will promptly and without undue delay notify LinkedIn upon learning of any unauthorized use of the Services or any other breach of security related to the Services. Customer will have access to the Customer Users’ information that it collects in connection with the Users’ access to the LinkedIn Services purchased by Customer. Customer may use such information only as needed for use of the Services and as expressly permitted in this LSA. LinkedIn may communicate to Customer Users about the Services via email, regular mail, and/or postings on the Services, including how to use the Services, customer support, integration, and compliance with the Agreement, provided that such communications comply with the terms of the DPA (defined below).

2.2. Provision of Services. Customer is responsible for providing LinkedIn with the information necessary for LinkedIn to provide the Services. Customer is solely responsible for the accuracy, quality and legality of such information. If a Service must integrate with third-party systems or applications used by Customer (e.g., an applicant tracking system (“ATS”), a customer relationship management system (“CRM”), or a learning management system (“LMS”)), Customer is solely responsible for the integration and related activities. LinkedIn disclaims any and all liability for the use of third-party systems or applications residing outside LinkedIn’s systems.

2.3. Data Protection. If LinkedIn processes Personal Data (as defined in Section 1 of the DPA) on behalf of Customer pursuant to this Agreement, then LinkedIn and Customer will comply with the terms of the LinkedIn Data Processing Agreement, made a part of this Agreement as its Appendix D (“DPA”), the terms of which are incorporated into this LSA.

2.4. Compliance with Laws. With respect to the parties’ performance of their obligations under this Agreement, the parties will comply with all applicable Data Protection Requirements (as defined in Section 1 of the DPA) and all international, federal, state, provincial and local laws relating, but not limited to, (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq.; (b) discrimination against employees or job applicants based on race, color, religion, sex, sexual orientation, gender identity, national origin, veteran status or disability; and (c) the import or export of the Services, including but not limited to trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“Trade Laws”). LinkedIn is enrolled in the U.S. Department of Homeland Security’s E-Verify program regarding the immigration and employment eligibility of newly hired employees. With respect to LinkedIn’s provision of Services under this Agreement, LinkedIn will comply with the terms of its Code of Business Conduct, the current version of which is available at https://legal.linkedin.com/documents/LinkedIn-Code-of-Business-Conduct.

2.5. Scope of LinkedIn’s Services under the CCPA. For purposes of the California Consumer Privacy Act, as amended by the

California Privacy Rights Act, and other applicable laws, LinkedIn does not sell Personal Data to customers. Customers have access to the same Personal Data that is available to LinkedIn members on the LinkedIn platform, except when LinkedIn members (i) direct LinkedIn to transfer additional information to customers or (ii) use LinkedIn’s Services to directly communicate with LinkedIn’s customers.

3. CONFIDENTIAL INFORMATION

3.1 Definition. “Confidential Information” means any information disclosed under the Agreement that is protected from mandatory public disclosure under N.D.C.C. ch. 44-04 and (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified as “Confidential” by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g., pricing, non-public Personal Data, etc.). Confidential Information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the Effective Date; (c) becomes generally known to the public after the Effective Date, through no fault of recipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this Section 3. For Customers located in the United States, LinkedIn acknowledges that Customer is subject to certain mandatory disclosure requirements under applicable federal and state freedom of information laws, including the Freedom of Information Act, 5 U.S.C. § 552, et seq., as amended. For all other Customers, LinkedIn acknowledges that Customer is subject to certain mandatory disclosure requirements under applicable freedom of information laws in Customer’s home jurisdiction.

Customer acknowledges that certain information provided by LinkedIn during the performance of this Agreement may contain trade secrets and confidential commercial or financial information exempt from the mandatory disclosure requirements under applicable freedom of information laws.

3.2 Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only for the purposes of furthering the business relationship between the parties; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except (1) to Affiliates or employees, students, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this LSA or (2) as required by law;

and (d) not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information, to the extent applicable, unless authorized in writing by discloser.

4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. As between the parties, Customer retains all ownership rights in and to Customer Personal Data (as defined in Section 1 of the DPA). Customer is not obligated to provide LinkedIn or its Affiliates with any suggestions, enhancement requests, or other feedback about the Services or related technology (“Feedback”). However, if Customer does provide Feedback to LinkedIn, LinkedIn may use and modify it without any restriction or payment.

5. TERM AND TERMINATION

5.1. Term. This LSA is effective on the date the first Order Form is executed by Customer and LinkedIn (“Effective Date”) and remains in effect for three (3) years (the “Expiration Date”), unless earlier terminated in accordance with Section 5.2 and Section 5.3 of this LSA. The LSA may be renewed and extended upon mutual written agreement by the parties as described in the “Renewal Option” section of Appendix A. For the avoidance of doubt, any previously executed and active Order Forms for any State entity outlined in Annex A that this Agreement is available to, that extend beyond the Expiration Date shall remain in effect under the terms of this LSA until the end date of such active Order Form.

5.2. Termination and Suspension. Either party may terminate this LSA or an Order Form if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. Either party may terminate this Agreement immediately upon notice if the other party (i) files a voluntary petition for bankruptcy or a petition or answer seeking reorganization; (ii) has filed against it an involuntary petition for bankruptcy that has not been dismissed within sixty (60) days of the date of filing; (iii) makes an assignment for the benefit of creditors; or (iv) applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such a receiver, trustee or liquidator is appointed for the other party. Upon providing advance written notice to Customer, LinkedIn may suspend Customer’s access to the Services if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach. Any such suspension will not relieve Customer from its obligation to pay LinkedIn in respect of the Services. If all Order Forms under this LSA have expired or been terminated, then either party may terminate this LSA for convenience by providing written notice to the other party.

5.3. Effect of Termination. Termination of this LSA or an Order Form will not relieve Customer from its obligation to pay

LinkedIn any fees stated in an Order Form, excluding termination by Customer for LinkedIn’s uncured material breach of this LSA. If Customer terminates this LSA or an Order Form because of LinkedIn’s uncured material breach, LinkedIn will refund a pro-rata share of any pre-paid fees under the applicable Order Form. Customer will notify Customer Users that their access to the applicable Services has terminated and LinkedIn may remove or discard all content that Customer uploaded or otherwise made available to LinkedIn in accordance with LinkedIn’s DPA and policies.

Termination of an Order Form does not terminate this LSA; however, termination of this LSA will result in the immediate termination of all Order Forms. The provisions of this LSA that by their nature extend beyond the termination of this LSA will survive termination.

6. LIMITED WARRANTY; DISCLAIMER. LinkedIn warrants that (i) it has the necessary rights to provide the Services to Customer;

and (ii) the Services do not and will not infringe the intellectual property rights of a third party. Customer’s sole remedy and LinkedIn’s sole liability for a breach of the foregoing warranties is LinkedIn’s liability under Section 7.1(a). Except for the warranties stated in this Section 6, LinkedIn makes no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free. To the fullest extent permitted under applicable law, LinkedIn disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.

7. LIABILITY

7.1. LinkedIn Liability. LinkedIn will be responsible for any damages resulting from (a) the negligent acts or omissions of LinkedIn, its employees, or agents; and (b) the Services’ infringement of a third party’s intellectual property right.

7.2. Customer Liability. To the extent legally liable and permitted by law, Customer will be responsible for any damages resulting from (a) the negligent acts or omissions of Customer, its Customer Users, or agents; (b) claims made or brought against LinkedIn by a third party alleging that (i) the Customer Personal Data or LinkedIn’s transmission or hosting of the Customer Personal Data infringes or violates the rights of the third party; or (ii) Customer’s use of the Services in violation of the Agreement infringes or violates the rights of the third party; or (c) Customer’s failure to comply with applicable laws, rules or regulations in its performance under the Agreement.

8. LIMITATION OF LIABILITY

8.1 Damages Waiver. Subject to Section 8.3, to the fullest extent permitted by law, neither party, including its respective

Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages. LinkedIn disclaims liability for any Personal Data Breach (as defined in the DPA), provided that LinkedIn will be liable for Personal Data Breaches that result from LinkedIn’s negligence, intentional misconduct, or material failure to comply with the terms of the DPA.

8.2 Liability Cap. Subject to Section 8.3, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds twice the total fees paid or payable to LinkedIn during the term of the applicable Order Form(s).

8.3 Exclusions. The limitations of liability stated in sections 8.1 and 8.2 do not apply to: (a) a party’s confidentiality obligations; (b) a party’s liability for fraud, negligence or intentional misconduct; (c) a party’s liability for death or personal injury; (d) a party’s violation of the other party’s intellectual property rights; or (e) any Personal Data Breaches that result from LinkedIn’s negligence, intentional misconduct, or material failure to comply with the terms of the DPA.

8.4 Sovereign Immunity. The parties recognize that Customer is a Public Sector Entity, and nothing in this LSA is intended to waive or diminish Customer’s rights under principles of Sovereign Immunity, as established by law.

9. INSURANCE COVERAGE. During the term of this Agreement, LinkedIn will maintain commercially reasonable insurance coverage as required by law in connection with its performance under the Agreement. A copy of LinkedIn’s certificate of insurance is currently available at https://legal.linkedin.com/content/dam/legal/Evidence-of-Insurance---LinkedIn- Corp.pdf.

10. DISPUTE RESOLUTION. The Agreement is governed by the laws of Customer’s home jurisdiction. The prevailing party may seek to recover its legal fees and costs. If the Customer is a United Nations program, fund, or specialized agency, then any dispute or claim related to the Agreement, including a claim of breach (unless settled by direct negotiation), will be settled in accordance with the UNCITRAL Arbitration Rules. Any resulting arbitration award will be binding on the parties and final.

If during a direct negotiation the parties wish to seek an amicable settlement of the dispute or claim by conciliation, the conciliation will take place in accordance with the UNCITRAL Conciliation Rules. Notwithstanding the foregoing, for Customers who have their registered office within the European Union, LinkedIn may agree to facilitate referral of a dispute to one of the following mediation service providers in the first instance where, due to the nature of the dispute, such referral is likely to bring about a prompt and definitive resolution.

11. MISCELLANEOUS

11.1. Validity. If a conflict exists between any of the terms in this Agreement, then the Order Form will govern, followed by this LSA, the DPA, the Service Terms, and finally the User Agreement. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Agreement, other than as stated in the Agreement.

11.2. Notice. Notices will be provided in writing to the email address and/or physical address of the other party stated on the Order Form, unless otherwise stated in the Agreement. Notices are effective on the date of delivery.

11.3. No Partnership. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other.

11.4. Assignment. Except as otherwise provided in the Order Form, either party may assign this Agreement to an Affiliate or a successor-in-interest that is not a competitor of the non-assigning party, made in connection with (i) the sale of all or substantially all of the assigning party’s assets; (ii) any change in the ownership of more than 50% of the assigning party’s voting capital stock in one or more related transactions; or (iii) the assigning party’s merger with or acquisition by such successor-in-interest, provided that the relevant parties enter into a written agreement to do so. Except for the assignments set forth in the foregoing sentence, neither party will assign the Agreement in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned). Any attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.5. Agencies. Customer will provide LinkedIn written notification if Customer is purchasing Services through a LinkedIn approved agency. If Customer is an approved agency binding a client under this LSA, Customer (a) represents and warrants that it has the authority to bind the client under this LSA; (b) will notify LinkedIn in writing of the name and address of its client that will access and use the Services; and (c) remains jointly and severally liable for all of Customer’s obligations under the Agreement.

11.6. Languages. If the Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern.

11.7. Marketing. Except as necessary to provide the Services to Customer, LinkedIn will not name Customer as a customer of LinkedIn’s in its marketing and promotional materials without obtaining Customer's prior consent.

11.8. Monitoring. LinkedIn may remotely monitor Customer’s use of the Services to ensure compliance with the Agreement, provided that LinkedIn will not access Customer’s network, systems or devices in connection with such monitoring.

11.9. Severability. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected.

11.10. Amendment. The parties may amend the Agreement only in a written amendment signed by both parties, except for (i) the User Agreement and Service Terms, which may be modified in accordance with their terms, and (ii) the DPA, which may be updated from time to time. With respect to the DPA, LinkedIn will provide at least 30 days’ prior written notice of a material change, unless such change results from a change in applicable laws or regulations. Upon such notice, which shall be given in accordance with the notice provisions in this Section 11, Customer’s continued use of the Services after the date the change becomes effective will constitute Customer’s acceptance, and the updated version of the DPA shall supersede and replace all earlier versions.

11.11. Counterparts. If this LSA will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and together comprise a single document. Each party represents and warrants that the individual binding a party under this LSA is authorized to do so. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this Agreement on that entity’s behalf. LinkedIn reserves the right to treat that entity as the owner of the Services for purposes of this Agreement (this includes treating the entity as the owner of the enterprise data related to the Services).

11.12. Effectiveness. Agreement is not effective until fully executed by both Parties.

CONTRACTOR STATE OF NORTH DAKOTA

LinkedIn Corporation Acting through its Office of Management & Budget, State Procurement Office

BY: BY:

Printed Name: Printed Name: Gabriel Hoggarth

Title: Title: State Procurement Officer

Date: Date:

10/5/2023 gjhoggarth Sticky Note Contractor signature is on page 46.

APPENDIX A

State of North Dakota Additional Terms & Conditions

LinkedIn Learning, State Contract 361

COOPERATIVE PURCHASING

This Contract is a cooperative purchasing contract established pursuant to N.D.C.C § 54-44.4-

13. This Contract except for the pricing under Compensation-Payments below, is made available to State entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C § 39-04.2, and the International Peace Garden (hereafter known as “Ordering Agencies”). Participation in this open-ended contract is not mandated; therefore, the estimated volume of this Contract is not known. Contractor may contact the Procurement Officer for assistance in determining whether an entity is eligible to purchase under this Contract.

SURVIVABILITY

At the time of expiration or cancellation of the Contract, any existing extended-term agreements (e.g., participating addenda, task orders, change orders, signed purchase orders, signed purchase agreements, order forms, signed service or maintenance agreements) between CONTRACTOR and the STATE, Participating State, or Purchasing Entity, will remain in effect and continue to exist under the terms and conditions of the Contract, including payment for services, until the term expires as set forth in that extended-term agreement.

COMPENSATION-PAYMENTS

a) Contractual Amount

The STATE entity, North Dakota Office of Management and Budget, shall pay for the accepted services provided by CONTRACTOR under this Contract an amount not to exceed $173,250.00 (Contractual Amount) for their initial order. The breakdown of the Contractual Amount for their initial order is as follows:

• Year 1- 1,500 LinkedIn Learning licenses for $57,750

• Year 2- 1,500 LinkedIn Learning licenses for $57,750

• Year 3- 1,500 LinkedIn Learning licenses for $57,750

Contract use beyond the items detailed above, and as authorized by Section 1 Cooperative Purchasing, will be quoted on an as-needed basis and executed via an Order Form submitted by the participating entity. The pricing provided above for North Dakota Office of Management and Budget’s initial order for 1,500 LinkedIn Learning licenses is valid through October 4, 2026 and any future orders by the State of North Dakota will be at list price at the time of purchase.

b) Firm Fixed Price with Adjustment

The Contractor will be required to hold the price stated on an order form signed by both Contractor and a State entity, firm through the expiration date of said order form. During this period, no price increases will be allowed, and the Contractor must notify the STATE immediately of any price decreases. After the completion of the firm, fixed period, the

Contractor may make a written request to the STATE for a price increase. The request must include the basis for the cost increase, such as evidence that the price increase applies to all customers. The STATE must approve, deny, or negotiate the requested price increase within 30 days. Any price changes will be set forth in a new order form between the parties.

c) Invoicing The final cost set forth on each invoice shall be equivalent to the cost for each deliverable or service as specified in the order form. CONTRACTOR shall not submit an invoice for any deliverable or service specified in the Scope of Work that STATE has not fully accepted.

Invoices will be sent directly to the ordering agency.

d) Payment STATE shall make payment under this Contract within forty-five (45) calendar days after receipt of an approved invoice.

Payment of an invoice by STATE will not prejudice STATE’s right to object to or question that or any other invoice or matter in relation thereto. CONTRACTOR's invoice will be subject to reduction for amounts included in any invoice or payment made which are determined by STATE not to constitute allowable costs, on the basis of audits conducted in accordance with the terms of this Contract. At STATE’s sole discretion, all payments shall be subject to reduction for amounts equal to prior overpayments to CONTRACTOR.

For any amounts that are or will become due and payable to STATE by CONTRACTOR, STATE reserves the right to deduct the amount owed from payments that are or will become due and payable to CONTRACTOR under this Contract.

e) Prepayment STATE will not make any advance payments before performance or delivery by CONTRACTOR under this Contract.

f) Payment of Taxes by State STATE is not responsible for and will not pay local, state, or federal taxes. STATE sales tax exemption number is E-2001. STATE will furnish certificates of exemption upon request by

CONTRACTOR.

g) Taxpayer ID CONTRACTOR’s federal employer ID number is: 47-0912023

h) Purchasing Card STATE may make payment using a government credit card. CONTRACTOR will accept a government credit card without passing the processing fees for the government credit card back to STATE.

TERM OF CONTRACT

This Contract term (Term or Initial Term) begins on October 5, 2023, or its Effective Date, and ends on October 4, 2026.

a. No Automatic Renewal

This Contract will not automatically renew.

b. Renewal Option

STATE may renew this Contract upon satisfactory completion of the Initial Term. STATE reserves the right to execute up to three (3) options to renew this Contract under the same terms and conditions for a period of twelve (12) months each (Renewal Term). For the avoidance of doubt, any future orders by the State of North Dakota under a Renewal Term will be at list price at the time of purchase.

c. Extension Option STATE reserves the right to extend this Contract for an additional period, not to exceed twelve (12) months, beyond the current termination date of this Contract.

d. Renegotiation Option Because it is unknown how long the solution and services will be used by STATE and ongoing maintenance and support are required for as long as the system is operational STATE and CONTRACTOR may renegotiate this Contract. After completion of the Initial Term, renewals, and extensions, STATE and CONTRACTOR may renegotiate the pricing and Term of this Contract. New pricing and Term shall be mutually agreed upon by the Parties and executed in writing.

TERMINATION

a. Termination by Mutual Agreement

This Contract may be terminated by mutual consent of both Parties executed in writing subject to Section 5 of the LSA.

b. Termination for Lack of Funding or Authority Services purchased under an order form for LinkedIn’s learning or talent solutions are subject to termination, in whole or in part, if funds are not appropriated by the legislature of the Customer’s home State. Customer has pre-paid or will pre-pay for the first 12-month period of any multi-year term. Thereafter, during the remainder of any multi-year term order, and only if Customer does not receive allocated government funds to pay for the remainder of such term, per Customer’s non-appropriation laws, Customer may terminate such order form and pay an early termination fee. Customer must provide valid and sufficient evidence of non-appropriation from the funding entity to LinkedIn, at least 30 days prior to the start date of the subsequent 12-month period of a multi-year term order. The termination date will become effective on such start date of such multi-year term order which Customer has terminated per the terms herein. The early termination fee is equal to the discount LinkedIn has applied to such multi-year term order which has been canceled.

i. If federal or state laws or rules are modified or interpreted in a way that the services or good are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

ii. If any license, permit, or certificate required by law or rule, or by the terms of this Contract, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Contract under this subsection is without prejudice to any obligations or liabilities of either Party already accrued prior to termination.

c. Termination for Cause.

Please refer to Section 5 of the LSA. The rights and remedies of STATE provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

FORCE MAJEURE

Neither party shall be held responsible for delay or default caused by fire, riot, terrorism, pandemic (excluding COVID-19), acts of God, or war if the event was not foreseeable through the exercise of reasonable diligence by the affected party, the event is beyond the party’s reasonable control, and the affected party gives notice to the other party promptly upon occurrence of the event causing the delay or default or that is reasonably expected to cause a delay or default. The time for any performance required hereunder will be extended by the delay incurred as a result of such force majeure event.

INJUNCTIVE RELIEF

CONTRACTOR shall immediately report to STATE any and all unauthorized disclosures or uses of STATE’s confidential information or proprietary information of which CONTRACTOR or its staff is aware or has knowledge. CONTRACTOR acknowledges that any unauthorized publication or disclosure of STATE’s confidential information or proprietary information to others may cause immediate and irreparable harm to STATE. If CONTRACTOR should publish or disclose such confidential information or proprietary information without authorization, STATE shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. CONTRACTOR shall indemnify, defend, and hold harmless STATE from all damages, costs, liabilities, and expenses (including without limitation reasonable attorneys’ fees) caused by or arising from CONTRACTOR’s unauthorized use or disclosure of STATE’s confidential information or proprietary information. As a condition to these indemnity obligations, STATE will provide CONTRACTOR with prompt notice of any claim of which STATE is aware and for which indemnification shall be sought under this Contract and shall cooperate in all reasonable respects with CONTRACTOR in connection with any such claim.

RIGHT OF SETOFF DAMAGES

Amounts due STATE by CONTRACTOR, including liquidated or other damages, or claims for damages, may be deducted or set-off by STATE from any money payable to CONTRACTOR pursuant to this Contract.

RIGHT TO WITHHOLD AMOUNTS OTHERWISE DUE IF THE CONTRACTOR IS IN BREACH

If CONTRACTOR fails to deliver deliverables or to provide services which satisfy CONTRACTOR’s obligations under this Contract, STATE shall have the right to withhold any and all payments due under this Contract. STATE may withhold any and all such payments due under this Contract to CONTRACTOR without penalty or work stoppage by CONTRACTOR, until such failure to perform is cured.

RIGHT TO REMEDIES AND CUMULATION OF RIGHTS

No remedy conferred by any of the specific provisions of this Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Contract, now or in the future existing at law or in equity or by statute or otherwise.

NON-WAIVER

Either party’s failure to exercise any of its rights under this Contract, its delay in enforcing any right, or its waiver of its rights on any occasion, shall not constitute a waiver of such rights on any other occasion. No course of dealing by either party in exercising any of its rights shall constitute a waiver thereof. No waiver of any provision of this Contract shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION

a. LinkedIn will defend, indemnify and hold Customer, its Affiliates, and their respective directors, officers and Customer Users harmless from and against all third-party claims to the extent resulting from or alleged to have resulted from (a) the Services’ infringement of a third party’s intellectual property right; or (b) LinkedIn’s material breach of the Agreement.

b. Customer will promptly notify LinkedIn in writing of any third-party claim. Linkedin will (a) control the defense of the claim; and (b) obtain the Customer’s prior written approval of LinkedIn’s settlement or compromise of a claim. The Customer will (y) not unreasonably withhold or delay its approval of the request for settlement or compromise; and (z) assist and cooperate in the defense as reasonably requested by Linkedin at LinkedIn’s expense.

REPRESENTATIONS AND WARRANTIES

Please see Section 6 of the LSA.

TECHNOLOGY STANDARDS

CONTRACTOR shall comply with applicable STATE enterprise architecture technology standards. These standards can be found on STATE’s website at https://www.ndit.nd.gov/standards. If CONTRACTOR is unable to comply with any applicable standard, a Request for Exemption from Information Technology Standards or Statutory Policies (SFN 51687) must be submitted in coordination with STATE and CONTRACTOR for the North Dakota Information Technology Department’s review and approval or disapproval.

SOFTWARE AS A SERVICE (SAAS) AND SERVICE LEVEL AGREEMENT (SLA)

a. Subscription Services:

1) The services are subscription based, accessed online via a web browser. Services are purchased via an order form which includes the quantity of seats purchased for a specific LinkedIn solution.

2) LinkedIn provides talent solutions powered by its dynamic professional community and rich data ecosystem. LinkedIn’s talent solutions enable employers to attract, source and connect to qualified candidates based on their experience, skills, and values. Additionally, LinkedIn’s talent solutions enable employers to empower their employees to build the skills to accelerate their careers and help their employers succeed.

iii. There shall be no limit on the number of machines, number of locations, or size of processors on which STATE can operate the service provided the seat quantity stated on the applicable order form is not exceeded.

iv. If CONTRACTOR reduces or replaces the functionality contained in the services and provides this functionality as a separate or renamed product, then STATE shall be entitled to usage of such software product at no additional fees for the duration of the current subscription terms stated on the order form.

b. Purchase of Additional Users STATE may purchase additional seats for Users during the term of this Contract at a price agreed to by both parties at the time of purchase. The order for additional user will co-term with the original order form for the same service.

SAAS AND DATA SECURITY

Remote access to Data from outside the continental United States, including remote access to Data by authorized support staff in identified support centers, is prohibited. As such STATE will not request customer support outside of Contractor’s U.S. time zone for customer support.

STATE will also ensure the Customer User states in their email to the Customer Support team that they are located in the U.S. and must have U.S. based support. This information shall be communicated in the first email to the support representative. If CONTRACTOR is unable to comply, a Request for Exemption from Information Technology Standards or Statutory Policies (SFN 51687) must be submitted in coordination with STATE and CONTRACTOR for the North Dakota Information Technology Department’s review and approval or disapproval.

DATA PROCESSING AND LOCATION:

a) CONTRACTOR shall transmit, process, and store STATE Data within the continental United

States.

b) CONTRACTOR shall notify STATE at least 90 days prior to any relocation of STATE’s Data to a different hosting facility. STATE reserves the right to terminate the Contract without penalty if STATE does not approve of the new hosting facility.

NOTICE

All notices or other communications required under this Contract must be given by email, registered or certified mail and are complete on the date postmarked when addressed to the Parties at the following addresses:

STATE CONTRACTOR

Name: Gabriel Hoggarth Name: Legal Department Title: State Procurement Officer Address: 600 E Blvd Ave Address: 1000 West Maude Ave.

City, State, Zip: Bismarck, ND, 58505 City, State, Zip: Sunnyvale, CA 94085 Email: gjhoggarth@nd.gov Email: legal@linkedin.com

Notice provided under this provision does not meet the notice requirements for monetary claims against STATE found at N.D.C.C § 32-12.2-04.

CONFIDENTIALITY

CONTRACTOR shall not use or disclose any information it receives from STATE under this Contract that STATE has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Contract or as authorized in advance by STATE. STATE shall not disclose any information it receives from CONTRACTOR that CONTRACTOR has previously identified as confidential and that STATE determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. ch. 44-04. The duty of STATE and CONTRACTOR to maintain confidentiality of information under this section continues beyond the Term of this Contract.

COMPLIANCE WITH PUBLIC RECORDS LAWS

Under the North Dakota public records law and subject to the Confidentiality clause of this Contract, certain records may be open to the public upon request.

Public records may include: (a) records STATE receives from CONTRACTOR under this Contract, (b) records obtained by either Party under this Contract, and (c) records generated by either Party under this Contract.

CONTRACTOR agrees to contact STATE without undue delay upon receiving a request for information under the public records law and to comply with STATE’s instructions on how to respond to such request.

INDEPENDENT ENTITY

CONTRACTOR is an independent entity under this Contract and is not a STATE employee for any purpose, including the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the North Dakota Unemployment Compensation Law and the North Dakota Workforce Safety and Insurance Act. CONTRACTOR retains sole and absolute discretion in the manner and means of carrying out CONTRACTOR’s activities and responsibilities under this Contract, except to the extent specified in this Contract.

ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’s express written consent, provided, however, that CONTRACTOR may assign its rights and obligations under this Contract in the event of a change of control or sale of all or substantially all of its assets related to this Contract, whether by merger, reorganization, operation of law, or otherwise. Should Assignee be a business or entity with whom STATE is prohibited from conducting business, STATE shall have the right to terminate in accordance with the Termination for Cause section of this Contract.

CONTRACTOR may enter subcontracts provided that any subcontract acknowledges the binding nature of this Contract and incorporates this Contract, including any attachments. CONTRACTOR is solely responsible for the performance of any subcontractor with whom CONTRACTOR contracts. CONTRACTOR does not have authority to contract for or incur obligations on behalf of

STATE.

SPOLIATION – NOTICE OF POTENTIAL CLAIMS

CONTRACTOR shall promptly notify STATE of all claims that arise or result from this Contract.

CONTRACTOR shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a claim, while maintaining public safety, and grants to STATE the opportunity to review and inspect such evidence.

MERGER AND MODIFICATION, CONFLICT IN DOCUMENTS

This Contract, including the following documents, constitutes the entire agreement between the Parties. There are no understandings, agreements, or representations, oral or written, not specified within this Contract. This Contract may not be modified, supplemented, or amended, in any manner, except by written agreement signed by both Parties.

Notwithstanding anything herein to the contrary, in the event of any inconsistency or conflict among the documents making up this Contract, the documents must control in this order of precedence:

a. The terms of this Contract as may be amended.

b. User Agreement Appendix C All automated end-user agreements (e.g., click-through, shrink-wrap, or browse-wrap) are specifically excluded and null and void. Clicking shall not represent acknowledgement or agreement to any terms and conditions contained in those agreements.

UNANTICIPATED AMENDMENTS

If additional work is required within the scope of this Contract due to a legitimate unforeseen circumstance, STATE shall provide CONTRACTOR a written description of the additional work and request CONTRACTOR to submit a proposal for accomplishing the scope of work.

CONTRACTOR will not commence additional work until all Parties agree in writing.

SEVERABILITY

If any term of this Contract is declared to be illegal or unenforceable by a court having competent jurisdiction, the validity of the remaining terms is unaffected and, if possible, the rights and obligations of the Parties are to be construed and enforced as if this Contract did not contain that term.

APPLICABLE LAW AND VENUE

This Contract is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Contract must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each Party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

ALTERNATIVE DISPUTE RESOLUTION – JURY TRIAL

By entering this Contract, STATE does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution. The Parties may enforce the rights and remedies in judicial proceedings. STATE does not waive any right to a jury trial.

ATTORNEY FEES AND COSTS

In the event a lawsuit is instituted by STATE to obtain performance under this Contract, and STATE is the prevailing Party, CONTRACTOR shall, except when prohibited by N.D.C.C. § 28- 26-04, pay STATE’s reasonable attorney fees and costs in connection with the lawsuit.

NONDISCRIMINATION - COMPLIANCE WITH LAWS

CONTRACTOR agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, accessibility and civil rights. (See N.D.C.C. Title 34

– Labor and Employment, specifically N.D.C.C. ch. 34-06.1 Equal Pay for Men and Women.)

CONTRACTOR agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums. CONTRACTOR shall have and keep current all licenses and permits required by law during the Term of this Contract all licenses and permits required by law.

CONTRACTOR’s failure to comply with this section may be deemed a material breach by CONTRACTOR entitling STATE to terminate in accordance with the Termination for Cause section of this Contract.

STATE AUDIT

Pursuant to N.D.C.C. § 54-10-19, all records, regardless of physical form, and the accounting practices and procedures of CONTRACTOR relevant to this…