4-05.06.2026-DM-Template for UTD20260408-TB-Advertising Marketing Services.docx

NOTICE: This is a template attached to the RFS, RFP, RFQ, or IFB, as applicable. It is not a contract and creates no rights or obligations. Applicable law evolves, and the executed agreement may differ materially from these terms.

AGREEMENT BETWEEN UNIVERSITY AND CONTRACTOR

FOR

ADVERTISING AND MARKETING SERVICES

This Agreement by and between University and Contractor (this “Agreement”) is made and entered into effective as of _________, 20____ (the “Effective Date”), by and between The University of Texas at Dallas, an agency and institution of higher education established under the laws of the State of Texas (the “University”), and _________________, a _______________ (the “Contractor”), Federal Tax Identification Number ____________. The University and the Contractor are referred to individually as a “Party” and collectively as the “Parties.”

The University and the Contractor agree as follows:

1. SCOPE OF WORK

1.1 The Contractor shall perform the scope of work (the “Work”) set forth in Exhibit A, Scope of Work, to the satisfaction of the University and in accordance with the schedule (the “Schedule”) for Work in Exhibit B, Schedule. Time is of the essence in connection with this Agreement. The University shall have no obligation to accept late performance or to waive the Contractor's timely performance.

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

2. THE PROJECT

The Work shall be provided in connection with the planning, execution, optimization, and reporting of paid advertising and marketing campaigns supporting the Executive Education program portfolio of the Naveen Jindal School of Management, including the Executive MBA, Customized Online MBA, MS in Leadership and Organizational Development, and any related programs designated by the University from time to time, together with all other related, necessary, and appropriate services (the “Project”).

3. TIME FOR COMMENCEMENT AND COMPLETION

The term (the “Initial Term”) of this Agreement shall begin on the Effective Date and shall expire on ____________________, 20____. The University shall have the option to renew this Agreement for ________ (___) additional ________ (____) year terms (each, a “Renewal Term”). The Initial Term and each Renewal Term are referred to collectively as the “Term.”

4. CONTRACTOR’S OBLIGATIONS

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

4.2 The Contractor represents and warrants that (a) it shall use commercially reasonable efforts to perform the Work in a good and workmanlike manner and in accordance with commercially reasonable standards of the Contractor’s profession or business, and (b) all Work performed shall be of the quality that prevails among similar businesses engaged in providing similar advertising and marketing services in major United States urban areas under the same or similar circumstances.

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

4.4 The University at all times is relying on the Contractor’s skill and knowledge in performing the Work. The Contractor represents and warrants that the Work shall be accurate and free from any material defects. The Contractor’s duties and obligations under this Agreement shall not be in any way diminished by reason of any approval by the University, and the Contractor shall not be released from any liability by reason of any approval by the University.

4.5 The Contractor shall, at its own cost, correct all material defects in the Work as soon as practical after the Contractor becomes aware of the defects. If the Contractor fails to correct material defects in the Work within a reasonable time, the University may correct the defective Work at the Contractor’s expense. This remedy is in addition to, and not in substitution for, any other remedy for defective Work that the University may have at law or in equity.

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

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

4.8 The Contractor represents and warrants that neither the execution and delivery of this Agreement by the Contractor nor the performance of its duties and obligations under this Agreement will (a) result in the violation of any provision of its organizational documents; (b) result in the violation of any provision of any agreement by which it is bound; or (c) conflict with any order or decree of any court or other body or authority having jurisdiction.

4.9 The Contractor represents and warrants that all of the Contractor’s Personnel contributing to Work Material (as defined in Section 7) under this Agreement will be required to (i) acknowledge in writing the ownership of the University in Work Material produced by Personnel while performing services pursuant to this Agreement, and (ii) make all assignments necessary to effectuate such ownership. “Personnel” means any and all persons associated with the Contractor who provide any work or work product pursuant to this Agreement, including officers, managers, supervisors, full-time employees, part-time employees, and independent contractors.

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

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

5. THE CONTRACT AMOUNT

5.1 So long as the Contractor has provided the University with its current and accurate Federal Tax Identification Number in writing, the University shall pay the Contractor for the performance of the Work in accordance with Exhibit C, Payment for Work.

5.2 The Contract Amount includes all applicable federal, state, or local sales or use taxes payable as a result of the execution or performance of this Agreement.

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

6. PAYMENT TERMS

6.1 At least ten (10) days before the end of each month during the Term, the Contractor shall submit to the University an invoice covering the Work performed for the University to that date, in compliance with Exhibit C, Payment for Work. Each invoice shall be accompanied by such documentation as the University may reasonably request to support the invoice amount. The University shall pay the Contractor for the Work in accordance with Chapter 2251, Texas Government Code.

6.2 Within ten (10) days after final completion and acceptance of the Work by the University or as soon thereafter as possible, the Contractor shall submit a final invoice (the “Final Invoice”) setting forth all amounts due and remaining unpaid. Upon approval of the Final Invoice by the University, the University shall pay (the “Final Payment”) to the Contractor the amount due under the Final Invoice.

6.3 Notwithstanding any provision of this Agreement to the contrary, the University shall not be obligated to make any payment to the Contractor if the Contractor is in default under this Agreement.

6.4 The cumulative amount of all progress payments and the Final Payment shall not exceed the Contract Amount set forth in Exhibit C, Payment for Work.

6.5 No payment made by the University shall (a) be construed to be final acceptance or approval of that part of the Work to which the payment relates, or (b) relieve the Contractor of any of its duties or obligations under this Agreement.

6.6 The acceptance of Final Payment by the Contractor shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the Final Invoice.

6.7 The University shall have the right to verify the details set forth in the Contractor’s invoices and supporting documentation, either before or after payment, by (a) inspecting the books and records of the Contractor at mutually convenient times, (b) examining any reports with respect to the Project, and (c) other reasonable action.

6.8 Section 51.012, Texas Education Code, authorizes the University to make payments through electronic funds transfer methods. The Contractor agrees to accept payments from the University through those methods, including the Automated Clearing House (ACH). The Contractor agrees to provide the Contractor’s banking information to the University in writing on Contractor letterhead signed by an authorized representative of the Contractor. Prior to the first payment, the University will confirm the Contractor’s banking information. Changes to the Contractor’s bank information must be communicated to the University in accordance with Section 12.14 in writing at least thirty (30) days before the effective date of the change and must include an IRS Form W 9 signed by an authorized representative of the Contractor.

7. OWNERSHIP AND USE OF WORK MATERIAL

7.1 All tools, software, programs, drawings, specifications, plans, computations, sketches, data, photographs, tapes, renderings, models, publications, statements, accounts, reports, studies, creative concepts, copy, layouts, media plans, performance reports, dashboards, and other materials prepared by the Contractor or any subcontractors in connection with the Work (collectively, “Work Material”), whether or not accepted or rejected by the University, are the sole property of the University and for its exclusive use and reuse at any time without further compensation and without any restrictions.

7.2 The Contractor grants and assigns to the University all rights and claims of whatever nature, whether now or hereafter arising, in and to Work Material and shall cooperate fully with the University in any steps the University may take to obtain or enforce patent, copyright, trademark, or like protections with respect to Work Material.

7.3 The Contractor shall deliver all Work Material to the University upon expiration or termination of this Agreement. The University shall have the right to use Work Material for the completion of the Work or otherwise. The University may, at all times, retain the originals of Work Material. Work Material shall not be used by any person other than the University on other projects unless expressly authorized by the University in writing.

7.4 Work Material shall not be used or published by the Contractor or any other party unless expressly authorized by the University in writing. The Contractor shall treat all Work Material as confidential.

7.5 All title and interest in Work Material shall vest in the University and shall be deemed to be work made for hire and made in the course of the Work rendered under this Agreement. To the extent that title to any Work Material may not, by operation of law, vest in the University, or that Work Material may not be considered works made for hire, the Contractor irrevocably assigns, conveys, and transfers to the University and its successors, licensees, and assigns, all rights, title, and interest worldwide in and to Work Material and all proprietary rights therein, including all copyrights, trademarks, service marks, patents, trade secrets, moral rights, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known. In the event the Contractor has any rights in Work Material that cannot be assigned, the Contractor agrees to waive enforcement worldwide of those rights against the University, its successors, licensees, assigns, distributors, and customers, or, if necessary, to exclusively license those rights worldwide to the University with the right to sublicense. These rights are assignable by the University.

8. DEFAULT AND TERMINATION

8.1 In the event of a material failure by a Party to this Agreement to perform in accordance with its terms (a “default”), the other Party may terminate this Agreement upon fifteen (15) days’ written notice of termination setting forth the nature of the material failure, provided that the material failure is through no fault of the terminating Party. The termination shall not be effective if the material failure is fully cured prior to the end of the fifteen-day period.

8.2 The University may, without cause, terminate this Agreement at any time upon giving seven (7) days’ advance written notice to the Contractor. Upon termination pursuant to this Section, the Contractor shall be entitled to payment of an amount that shall compensate the Contractor for Work satisfactorily performed from the time of the last payment date to the termination date in accordance with this Agreement, provided that the Contractor has delivered all Work Material to the University. Notwithstanding any provision in this Agreement to the contrary, the University shall not be required to pay or reimburse the Contractor for any services performed or for expenses incurred by the Contractor after the date of the termination notice that could have been avoided or mitigated by the Contractor.

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

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

9. INDEMNIFICATION

9.1 To the fullest extent permitted by Applicable Laws, the Contractor shall and does hereby agree to indemnify, protect, defend with counsel approved by the University, and hold harmless the University, The University of Texas System, and their respective affiliated enterprises, regents, officers, directors, attorneys, employees, representatives, and agents (collectively, the “Indemnitees”) from and against all damages, losses, liens, causes of action, suits, judgments, expenses, and other claims of any nature, kind, or description, including reasonable attorneys’ fees incurred in investigating, defending, or settling any of the foregoing (collectively, “Claims”), by any person or entity, arising out of, caused by, or resulting (1) from the Contractor’s performance under or breach of this Agreement, or (2) in whole or in part from any negligent act, negligent omission, or willful misconduct of the Contractor, anyone directly employed by the Contractor, or anyone for whose acts the Contractor may be liable. The provisions of this Section shall not be construed to eliminate or reduce any other indemnification or right which any Indemnitee has by law or equity. All Parties shall be entitled to be represented by counsel at their own expense.

9.2 In addition, the Contractor shall and does hereby agree to indemnify, protect, defend with counsel approved by the University, and hold harmless the Indemnitees from and against all Claims arising from infringement or alleged infringement of any patent, copyright, trademark, or other proprietary interest arising by or out of the performance of services or the provision of goods by the Contractor, or the use by the Indemnitees, at the direction of the Contractor, of any article or material, provided that, upon becoming aware of a suit or threat of suit for infringement, the University will promptly notify the Contractor and the Contractor will be given the opportunity to negotiate a settlement. In the event of litigation, the University agrees to reasonably cooperate with the Contractor. All Parties shall be entitled to be represented by counsel at their own expense.

10. RELATIONSHIP OF THE PARTIES

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

11. INSURANCE

11.1 The Contractor, consistent with its status as an independent contractor, shall carry, and shall cause its subcontractors to carry, at least the following insurance, with companies authorized to do insurance business in the State of Texas or eligible surplus lines insurers operating in accordance with the Texas Insurance Code, having an A.M. Best Rating of A VIII or better, and in amounts not less than the following minimum limits for each coverage. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the Contractor’s obligations, including the Contractor’s indemnity obligations contained in this Agreement. The Contractor is solely responsible for procuring insurance in addition to that set forth in this Section 11 as the Contractor determines is necessary to protect the Contractor or its agents, representatives, employees, or subcontractors.

11.1.1 Workers’ Compensation and Employer’s Liability

Workers’ Compensation Insurance with statutory limits, and Employer’s Liability Insurance with limits of not less than $1,000,000 each accident, $1,000,000 each employee for disease, and $1,000,000 disease policy limit. The Workers’ Compensation policy must include identification of the United States where the Contractor is to perform Work for the University.

11.1.2 Commercial General Liability

Commercial General Liability Insurance on an occurrence basis with limits of not less than $1,000,000 each occurrence; $1,000,000 personal and advertising injury; $2,000,000 general aggregate; and $2,000,000 products and completed operations aggregate. The Contractor’s Commercial General Liability Insurance policy must be written on an ISO CG 00 01 or substitute form providing equivalent coverage that includes bodily injury, property damage, and liability assumed under an insured contract, including defense costs with respect to liability arising out of activities performed by or on behalf of the Contractor.

11.1.3 Business Auto Liability

Business Auto Liability Insurance on an ISO CA 00 01 or substitute form providing equivalent coverage that covers all owned, non-owned, or hired automobiles, with limits of not less than $1,000,000 single limit of liability per accident for bodily injury and property damage.

11.1.4 Professional Liability (Errors and Omissions)

Professional Liability Insurance with limits of not less than $1,000,000 each claim and $3,000,000 aggregate. Such insurance shall cover all Work performed by or on behalf of the Contractor under this Agreement. The Contractor warrants that any retroactive date under that policy shall precede the Effective Date of this Agreement, and that the Contractor shall either maintain continuous coverage under such a policy or procure and maintain an extended reporting period under the policy that may be exercised for a period of two (2) years starting on the later of the date the Work under this Agreement is completed or the date the policy expires or is cancelled.

11.1.5 Cyber Liability

Cyber Liability Insurance with limits of not less than $5,000,000 for each cyber incident, providing coverage for liability for network security failures or privacy breaches; costs associated with a privacy breach, including notification of affected individuals, customer support, forensics, crisis management and public relations consulting, legal services of privacy counsel, and credit monitoring; expenses related to regulatory compliance, government investigations, fines, fees, assessments, and penalties; cyber extortion payment and response costs; first and third party business interruption loss resulting from a network security failure or system failure; and costs of restoring, updating, or replacing data. If the Cyber Liability policy is written on a claims made basis, the Contractor shall ensure that the retroactive date for that policy is prior to the commencement of this Agreement, and if non renewed at any time during and up until the Work under this Agreement is completed or the Agreement expires, is terminated, or is cancelled, the Contractor shall purchase an Extended Reporting Period for at least a two (2) year period.

11.2 After the execution and delivery of this Agreement and prior to the performance of any Work by the Contractor, the Contractor must provide evidence of insurance on a Texas Department of Insurance approved certificate form (the Acord form is a TDI approved form) verifying the existence of all required insurance policies. If the coverage period shown on the current certificate form ends during the Term, prior to the end of the coverage period, the Contractor must provide a new certificate form verifying the continued existence of all required insurance policies. All insurance policies, except for workers’ compensation, employer’s liability, and professional liability, shall be endorsed to name (1) the University, (2) The University of Texas System, and (3) The University of Texas System Board of Regents as Additional Insureds for liability caused by the Contractor’s acts or omissions with respect to its ongoing and completed operations. The Contractor hereby waives all rights of subrogation against the foregoing entities, and all insurance policies shall be endorsed to provide a waiver of subrogation in favor of those entities.

11.2.1 Additional Insured/Blanket Additional Insured, Waiver of Subrogation/Blanket Waiver of Subrogation Endorsements as required by this Agreement will be mailed, faxed, or emailed to the following University contact:

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

With Copy to: 1) The University of Texas at Dallas Office of Contracts Administration 800 W. Campbell Rd. MS SP2 22 Richardson, TX 75080-3021 Attn: Contracts Manager Email: OCA@UTDallas.edu

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

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

11.3 The Contractor’s insurance shall be kept in force until all Work has been fully performed and accepted by the University in writing or the Agreement expires, is terminated, or is cancelled, whichever is later.

11.4 The University reserves the right to approve the security of the insurance coverages provided by the Contractor’s insurers, as well as the terms, conditions, and Certificates of Insurance. Failure of the Contractor to fully comply with the requirements of this Section 11 is a material breach of the Agreement and, notwithstanding any requirements for notice and opportunity to cure in Section 8 herein, is a basis for immediate termination of the Agreement by the University, at the University’s election.

11.5 Nothing in this Agreement shall be deemed to limit the Contractor’s liability under this Agreement to the insurance coverages required by this Section 11. No limitation of liability provided to the Contractor under this Agreement, if any, is intended nor shall run to the benefit of any insurance company or in any way prejudice, alter, diminish, abridge, or reduce, in any respect, the amount of proceeds of insurance otherwise payable to the University under the insurance coverages required to be carried by the Contractor under this Agreement.

12. MISCELLANEOUS

12.1 Assignment and Subcontracting

The Contractor’s interest in this Agreement, including the Contractor’s duties and obligations under this Agreement and the fees due to the Contractor under this Agreement, may not be subcontracted, assigned, delegated, or otherwise transferred to a third party, in whole or in part, and any attempt to do so shall (a) not be binding on the University, and (b) be a breach of this Agreement for which the Contractor shall be subject to all remedial actions provided by Applicable Laws, including Chapter 2161, Texas Government Code. The benefits and burdens of this Agreement are assignable by the University.

12.2 Texas Family Code Child Support Certification

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

12.3 Tax Certification

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

12.4 Payment of Debt or Delinquency to the State

Pursuant to Sections 2107.008 and 2252.903, Texas Government Code, the Contractor agrees that any payments owing to the Contractor under this Agreement may be applied directly toward any debt or delinquency the Contractor owes the State of Texas or any agency of the State of Texas, regardless of when it arises, until paid in full.

12.5 Loss of Funding

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

12.6 Entire Agreement; Modifications

This Agreement, including all exhibits, schedules, supplements, and other attachments (collectively, the “Exhibits”), supersedes all prior agreements, written or oral, between the Contractor and the University and constitutes the entire agreement and understanding between the Parties with respect to its subject matter. This Agreement and each of its provisions shall be binding upon the Parties and may not be waived, modified, amended, or altered except by a writing signed by the University and the Contractor. All Exhibits are attached to this Agreement and incorporated for all purposes.

12.7 Force Majeure

Neither Party hereto shall be liable or responsible to the other for any loss or damage or for any delays or failure to perform due to causes beyond its reasonable control, including acts of God, strikes, epidemics, war, riots, flood, fire, sabotage, or any other circumstances of like character (a “force majeure occurrence”). In the event of a force majeure occurrence, the Contractor agrees to use its best efforts to mitigate the impact of the occurrence so that the University may continue to provide its mission critical educational services during the occurrence. Taxes, tariffs, or other charges imposed by a governmental entity do not constitute a force majeure occurrence.

12.8 Captions

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

12.9 Venue; Governing Law

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

12.10 Waivers

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

12.11 Confidentiality and Safeguarding of University Records; Press Releases; Public Information Under this Agreement, the Contractor may (1) create, (2) receive from or on behalf of the University, or (3) have access to records or record systems (collectively, “University Records”). The Contractor represents, warrants, and agrees that it will: (1) hold University Records in strict confidence and shall not use or disclose University Records except as (a) permitted or required by this Agreement, (b) required by Applicable Laws, or (c) otherwise authorized by the University in writing; (2) safeguard University Records according to security controls, including reasonable administrative, physical, and technical standards (such as standards established by the National Institute of Standards and Technology and the Center for Internet Security) that are proportionate to the University’s risk under the Agreement based on the sensitivity of University Records, and no less rigorous than the standards by which the Contractor protects its own confidential information, and periodically provide to the University evidence that the Contractor meets the security controls required under the Agreement; (3) continually monitor its operations and take any action necessary to assure that University Records are safeguarded and the confidentiality of University Records is maintained in accordance with all Applicable Laws and the terms of this Agreement; and (4) comply with University Rules regarding access to and use of the University’s computer systems, including UTS165.

12.11.1 Notice of Impermissible Use

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

12.11.2 Return of University Records

Within thirty (30) days after the expiration or termination of this Agreement, for any reason, all University Records created or received from or on behalf of the University shall be (1) returned to the University, with no copies retained by the Contractor, or (2) if return is not feasible, destroyed. Twenty (20) days before the destruction of any University Records, the Contractor shall provide the University with written notice of the Contractor’s intent to destroy University Records. Within five (5) days after destruction, the Contractor shall confirm to the University in writing the destruction of University Records.

12.11.3 Press Releases

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

12.11.4 Public Information

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

12.11.5 Security Incident Notification Requirements

Notwithstanding any other provision of this Agreement, any terms and conditions in, incorporated into, or referenced by this Agreement that prohibit or restrict the University or the State of Texas from complying with Section 2063.302, Texas Government Code, or that otherwise circumvent the requirements of that Section 2063.302, are void and unenforceable.

12.12 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted assigns and successors.

12.13 Records

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

12.14 Notices

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

If to the University: The University of Texas at Dallas Office of Contracts Administration, 800 W. Campbell Road, Richardson, Texas 75080-3021, Attention: Contracts Manager Email: contracts@utdallas.edu.

If to the Contractor: _____________________________, Attention: ______________________, Email: _________________________.

12.15 Severability

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

12.16 State Auditor’s Office

The Contractor understands that acceptance of funds under this Agreement constitutes acceptance of the authority of the Texas State Auditor’s Office or any successor agency to conduct an audit or investigation in connection with those funds, pursuant to Sections 51.9335(c), 73.115(c), and 74.008(c), Texas Education Code. The Contractor agrees to cooperate with the State Auditor in the conduct of any audit or investigation, including providing the State Auditor with any information the State Auditor considers relevant to the investigation or audit, and shall include this provision in all contracts with permitted subcontractors. This provision is included pursuant to Section 2262.154, Texas Government Code.

12.17 Limitation of Liability

Except for the University’s obligation, if any, to pay the Contractor certain fees and expenses, the University shall have no liability to the Contractor or to anyone claiming through or under the Contractor by reason of the execution or performance of this Agreement. Notwithstanding any duty or obligation of the University to the Contractor or to anyone claiming through or under the Contractor, no present or future affiliated enterprise, subcontractor, agent, officer, director, employee, representative, attorney, or regent of the University, or The University of Texas System, or anyone claiming under the University, has or shall have any personal liability to the Contractor or to anyone claiming through or under the Contractor by reason of the execution or performance of this Agreement.

12.18 Survival of Provisions

No expiration or termination of this Agreement shall relieve either Party of any obligations under this Agreement that by their nature survive expiration or termination, including Sections 6, 7, 9, 12.5, 12.9, 12.10, 12.11, 12.13, 12.16, 12.17, 12.19, and 12.21.

12.19 Breach of Contract Claims

To the extent that Chapter 2260, Texas Government Code, is applicable to this Agreement and is not preempted by other Applicable Laws, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General shall be used by the University and the Contractor to attempt to resolve any claim for breach of contract made by the Contractor that cannot be resolved in the ordinary course of business. The chief business officer of the University shall examine the Contractor’s claim and any counterclaim and negotiate with the Contractor in an effort to resolve the claims. The Parties specifically agree (i) that neither execution of this Agreement by the University nor any other conduct, action, or inaction of any representative of the University relating to this Agreement constitutes or is intended to constitute a waiver of the University’s or the State’s sovereign immunity to suit; and (ii) that the University has not waived its right to seek redress in the courts.

12.20 Undocumented Workers

The Immigration and Nationality Act, 8 United States Code Section 1324a (the “Immigration Act”), makes it unlawful for an employer to hire or continue employment of undocumented workers. The Contractor represents and warrants that it is in compliance with, and agrees to remain in compliance with, the provisions of the Immigration Act.

12.21 Limitations

The Parties are aware that there are constitutional and statutory limitations on the authority of the University, as a state agency, to enter into certain terms and conditions that may be part of this Agreement, including terms and conditions relating to liens on the University’s property; disclaimers and limitations of warranties; disclaimers and limitations of liability for damages; waivers, disclaimers, and limitations of legal rights, remedies, requirements, and processes; limitations of periods to bring legal action; granting control of litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorneys’ fees; dispute resolution; indemnities; and confidentiality, and terms and conditions related to such limitations shall not be binding on the University except to the extent authorized by the laws and Constitution of the State of Texas.

12.22 Prohibited Activities

The Contractor represents, certifies, and warrants that the Contractor and its employees, agents, representatives, and subcontractors (1) have not violated and shall not violate Chapter 2261, Subchapter G, Texas Government Code, and (2) shall fully cooperate in any investigations conducted under that Subchapter G.

12.23 Ethics Matters; No Financial Interest

The Contractor and its employees, agents, representatives, and subcontractors have read and understand the University’s Conflicts of Interest Policy, the University’s Standards of Conduct Guide, and applicable state ethics laws and rules. Neither the Contractor nor its employees, agents, representatives, or subcontractors shall assist or cause University employees to violate the University’s Conflicts of Interest Policy, the University’s Standards of Conduct Guide, or applicable state ethics laws or rules. The Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement. The Contractor agrees to comply with Section 2252.908, Texas Government Code (the “Disclosure of Interested Parties Statute”), and 1 TAC Sections 46.1 through 46.5, as implemented by the Texas Ethics Commission, including providing the Texas Ethics Commission and the University with information required on the form promulgated by the Commission (Form 1295).

12.24 Access by Individuals with Disabilities

The Contractor represents and warrants (the “EIR Accessibility Warranty”) that the electronic and information resources and all associated information, documentation, and support that the Contractor provides to the University under this Agreement (the “EIRs”) comply with the accessibility requirements in federal and Texas law and regulation applicable to the University and the Contractor, including 28 C.F.R. Part 35, Subpart H, 1 TAC Chapter 213, and 1 TAC Section 206.70. To the extent the Contractor becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, the Contractor represents and warrants that it shall, at no cost to the University, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty, or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty.

12.25 FERPA Compliance

If, in the course of the Work, the Contractor receives, creates, or maintains any Education Records or Personally Identifiable Information from Education Records of University students, as those terms are defined under the Family Educational Rights and Privacy Act, 20 United States Code Section 1232g (“FERPA”), the Contractor shall execute a FERPA Confidentiality and Security Addendum prior to receiving, creating, or maintaining any such records, and shall comply with FERPA, the implementing regulations at 34 C.F.R. Part 99, and University Rules related to FERPA. The Contractor acknowledges that improper disclosure of personally identifiable information from Education Records may result in the Contractor’s exclusion from eligibility to contract with the University for at least five (5) years.

12.26 Historically Underutilized Business Subcontracting Plan If the value of this Agreement is expected to equal or exceed $100,000, the Contractor shall comply with and use good faith efforts to subcontract Work performed under this Agreement in accordance with a Historically Underutilized Business Subcontracting Plan attached as an Exhibit to this Agreement. The Contractor shall not subcontract any of its duties or obligations under this Agreement, in whole or in part, except as specifically provided in the HUB Subcontracting Plan. This Agreement is subject to 34 TAC Section 20.285, and the Contractor shall comply with all of its duties and obligations under that section.

12.27 Contractor Certification regarding Boycotting Israel

Pursuant to Chapter 2271, Texas Government Code, the Contractor certifies that the Contractor (1) does not currently boycott Israel, and (2) shall not boycott Israel during the Term of this Agreement. The Contractor acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate.

12.28 Contractor Certification regarding Business with Certain Countries and Organizations Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Contractor certifies that the Contractor is not engaged in business with Iran, Sudan, or a foreign terrorist organization. The Contractor acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate.

12.29 Certification Required by Texas Governor's Executive Order GA 48 Pursuant to Executive Order GA 48 of the Governor of Texas, the Contractor certifies that the Contractor and, if applicable, any of its holding companies or subsidiaries, is not (a) listed in Section 889 of the 2019 National Defense Authorization Act; (b) listed in Section 1260H of the 2021 National Defense Authorization Act; (c) owned by the government of a country on the United States Department of Commerce’s foreign adversaries list under 15 C.F.R. Section 791.4; or (d) controlled by any governing or regulatory body located in a country on the United States Department of Commerce’s foreign adversaries list under 15 C.F.R. Section 791.4.

12.30 Contractor Verification regarding Discrimination Against Firearm Entities or Trade Associations Pursuant to Chapter 2274, Texas Government Code, the Contractor verifies (1) that the Contractor does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and (2) that the Contractor shall not discriminate during the Term of this Agreement against a firearm entity or firearm trade association. The Contractor acknowledges that this Agreement may be terminated and payment withheld if this verification is inaccurate.

12.31 Contractor Verification regarding Boycotting Energy Companies Pursuant to Chapter 2276, Texas Government Code, the Contractor verifies (1) that the Contractor does not boycott energy companies, and (2) that the Contractor shall not boycott energy companies during the Term of this Agreement. The Contractor acknowledges that this Agreement may be terminated and payment withheld if this verification is inaccurate.

12.32 Texas Risk and Authorization Management Program (TX RAMP) Pursuant to Section 2063.408, Texas Government Code, the Texas Cyber Command has established and implemented a state risk and authorization management program providing a standardized approach for security assessment, authorization, and continuous monitoring of cloud computing services that store, process, or transmit the data of Texas state agencies (TX RAMP). The Contractor represents and warrants that throughout the Term of this Agreement; the Contractor shall comply with the requirements of TX RAMP and that all cloud computing services subject to TX RAMP shall comply with the requirements of and be certified under TX RAMP. The cloud computing services subject to TX RAMP include those provided by the Contractor either through this Agreement or in furtherance of this Agreement, including services provided through the Contractor’s subcontractors or third-party providers. The Contractor acknowledges that this Agreement may be terminated and payment withheld if the Contractor does not comply with TX RAMP or this Section.

12.33 Cybersecurity Training Program

If the Contractor and any of its subcontractors, officers, or employees will have an account on a University computer system, then pursuant to Section 2063.104, Texas Government Code, the Contractor and its subcontractors, officers, and employees must complete a cybersecurity training program certified under Section 2063.102, Texas Government Code, and selected by the University.