5-04 23 2026-BM-LH-DM-TT-Template Consulting Agreement 1.pdf

CONSULTING SERVICES AGREEMENT

Disclaimer and Reservation of Rights This document is provided as a template as of the date and time of issuance and is for reference purposes only. It does not constitute a final or binding agreement.

Respondents are advised that certain terms and conditions are subject to periodic updates issued by the Office of General Counsel of The University of Texas System, as well as applicable law and University policy. Any such updates will be incorporated into the final agreement as required. Submission of a response constitutes acknowledgment of the foregoing

This Consulting Services Agreement (the “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 ________________ organized and existing under the laws of __________ [insert full legal name, entity type, and jurisdiction of organization] (“Consultant”). University and Consultant are each referred to herein as a “Party” and collectively as the “Parties”.

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

1. DEFINITIONS

1.1 As used herein, the following capitalized terms shall have the meanings set forth below. Capitalized terms not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.

1.2 “Applicable Laws” means all federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, executive orders, treaties, conventions, and governmental orders in effect from time to time applicable to the subject matter of this Agreement or the performance of the Parties hereunder, including (where relevant) the laws of the Republic of India as they apply to Consultant’s domestic operations.

1.3 “Consulting Services” or “Services” means the consulting, advisory, analytical, and strategic support services set forth in Exhibit A, including all Deliverables produced in connection therewith.

1.4 “Deliverables” means all reports, analyses, memoranda, presentations, briefs, recommendations, strategies, studies, methodologies, assessments, plans, databases, protocols, and other tangible or intangible work product prepared, produced, or delivered by Consultant under this Agreement, in whatever form or medium.

1.5 “Key Personnel” means the individuals identified in Exhibit A whose qualifications, experience, and participation were material to University’s decision to award this Agreement.

1.6 “Regents’ Rules” means the Rules and Regulations of the Board of Regents of The University of Texas System, as amended.

1.7 “University Records” means any records, data, documents, information, or files that

Consultant creates, receives from or on behalf of University, or otherwise accesses in the course of performing the Services, regardless of form or medium.

1.8 “Change of Control” means (a) any transfer, sale, merger, consolidation, reorganization, or other transaction that results in the transfer of twenty five percent (25%) or more of the voting equity, direct or indirect ownership, or management control of Consultant; (b) any transaction that would cause any representation, warranty, or certification made by Consultant in Section 13 or in Sections 14.24 through 14.28 to become inaccurate; or (c) the acquisition of Consultant by, or the merger of Consultant with, any person or entity owned or controlled in whole or in part by the government of, or located in, the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, or any country designated by the Governor of Texas as a threat to critical infrastructure under Section 2275.0103, Texas Government Code, or on the United States Department of Commerce’s foreign adversaries list at 15 CFR §791.4.

1.9 “Consultant Background IP” means all proprietary tools, methodologies, frameworks, software, templates, and other Intellectual Property Rights that (a) existed prior to the Effective Date, (b) are independent of the Services, and (c) were not developed by Consultant under this Agreement.

1.10 “Contract Amount” means the cumulative amount payable to Consultant under this

Agreement, stated and payable in United States Dollars, not to exceed the Fee Cap specified in Exhibit C.

1.11 “Foreign Official” has the meaning assigned by the Foreign Corrupt Practices Act of

1977, 15 USC §78dd-1(f)(1), namely any officer or employee of a foreign government or any department, agency, or instrumentality thereof, any public international organization, any person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, or public international organization, and any foreign political party or official thereof or any candidate for foreign political office.

1.12 “Intellectual Property Rights” means all intellectual property rights of every kind and nature, whether now known or hereafter devised, arising under the laws of any jurisdiction, including (a) copyrights and all rights in works of authorship, whether or not registrable, including all renewal and extension rights; (b) patents, patent applications, and all rights in inventions, discoveries, utility models, and industrial designs; (c) trademarks, service marks, trade names, trade dress, domain names, and the goodwill associated therewith; (d) trade secrets, know how, and confidential business or technical information; (e) rights in databases, data compilations, and data collections, including sui generis database rights; (f) Moral Rights; and (g) any other proprietary, industrial property, or intellectual property right recognized by any applicable law or treaty, together with all applications, registrations, renewals, extensions, reissues, reexaminations, continuations, continuations in part, divisions, and foreign counterparts of any of the foregoing.

1.13 “Moral Rights” means the rights of attribution, integrity, and disclosure, and any analogous personal or noneconomic rights of an author recognized by the laws of any jurisdiction, including (i) the rights of attribution and integrity recognized under Section 106A of the United States Copyright Act, 17 USC §106A, (ii) the special rights of the author recognized under Section 57 of the Copyright Act, 1957 (India), including the right to claim authorship and to restrain or claim damages in respect of any distortion, mutilation, modification, or other act prejudicial to the author’s honor or reputation, and (iii) any analogous rights recognized under the laws of any other jurisdiction or under Article 6bis of the Berne Convention for the Protection of Literary and Artistic Works.

1.14 “Personal Data” means any data or information, whether in digital or other form, that relates to an identified or identifiable natural person, including (a) “personal data” as defined in the Digital Personal Data Protection Act, 2023 (India), (b) “personal data” as defined in the European Union General Data Protection Regulation, Regulation (EU) 2016/679, (c) “personally identifiable information” within the meaning of Section 552a of Title 5, United States Code (the Privacy Act), and (d) any Sensitive Personal Information.

1.15 “Project Manager” means the individual designated in writing by University to serve as University’s principal point of contact with Consultant for the administration, scheduling, reporting, and day to day coordination of the Services. University may substitute the Project Manager at any time upon written notice to Consultant, and such substitution shall not require amendment of this Agreement.

1.16 “Security Incident” means (a) a breach or suspected breach of system security as defined by Section 521.053, Texas Business and Commerce Code, (b) the introduction of ransomware as defined by Section 33.023, Texas Penal Code, into a computer, computer network, or computer system, or (c) any other event compromising the confidentiality, integrity, or availability of University Records, University computer systems, or Personal Data in the care, custody, or control of Consultant.

1.17 “Sensitive Personal Information” has the meaning assigned by Section

521.002(a)(2), Texas Business and Commerce Code, and includes, in addition to the items therein enumerated, “sensitive personal data” within the meaning of the Digital Personal Data Protection Act, 2023 (India) (as the same may be developed through the Digital Personal Data Protection Rules, 2025), and “special categories of personal data” within the meaning of Article 9 of the European Union General Data Protection Regulation.

1.18 “Work Made for Hire” has the meaning assigned by Section 101 of the United States

Copyright Act, 17 USC §101, namely (a) a work prepared by an employee within the scope of his or her employment, or (b) a work specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, where the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire.

1.19 “Work Material” means all Deliverables and all other tangible or intangible work product prepared by Consultant, Consultant’s personnel, or any subcontractor in connection with the Services, including all Intellectual Property Rights embodied therein, whether accepted or rejected by University.

2. SCOPE OF CONSULTING SERVICES

2.1 Statutory Authority. This Agreement is entered into by the University pursuant to the contracting authority delegated under Regents’ Rule 10501 and in compliance with Subchapter B, Chapter 2254, Texas Government Code (Consulting Services).

The Services are procured as consulting services within the meaning of Section 2254.021, Texas Government Code, and neither this Agreement nor its performance shall be construed to establish an employment, agency, or joint venture relationship between University and Consultant. University represents that the procurement leading to this Agreement has been conducted in compliance with Chapter 2254, Texas Government Code, including the findings and determinations required by Sections 2254.026 through 2254.032.

2.2 Consultant shall perform the Services described in Exhibit A, Scope of Consulting

Services, to the satisfaction of University and in accordance with the schedule set forth in Exhibit B, Schedule. Time is of the essence. The University shall have no obligation to accept late performance, nor shall it waive the Consultant's obligation to perform on time.

2.3 Consultant shall obtain, at its sole cost, all licenses, filings, registrations, approvals, and permits required by any Applicable Laws to perform the Services, whether in the United States, the Republic of India, or any other jurisdiction in which the Services will be performed.

2.4 The Services constitute professional advisory services. The consultant is engaged for their judgment, analytical skills, subject-matter expertise, and professional acumen. Substitution of Key Personnel requires the University’s prior written consent, which shall not be unreasonably withheld.

2.5 Each Deliverable shall be subject to University’s review and written acceptance.

University shall have fifteen (15) business days after receipt of a Deliverable to inspect the Deliverable and deliver to Consultant either (a) written notice of acceptance or (b) written notice of rejection specifying in reasonable detail the deficiencies identified. A Deliverable that University neither accepts nor rejects within the review period shall not be deemed accepted by inaction, and University’s rights of rejection and revocation of acceptance shall survive. Upon notice of rejection, Consultant shall, at Consultant’s sole cost, correct the deficiencies and redeliver the Deliverable within ten (10) business days or such longer period as University may specify in writing. If Consultant fails to cure deficiencies after two (2) successive rejections of the same Deliverable, University may, at its option, (i) terminate this Agreement under Section 9 for default without further opportunity to cure, (ii) withhold payment attributable to the rejected Deliverable, (iii) have the deficiencies cured by a third party at Consultant’s expense, or (iv) accept the Deliverable with an equitable reduction in the Contract Amount. Payment by University of any invoice shall not constitute acceptance of any Deliverable, and University’s acceptance of a Deliverable shall not waive any warranty, indemnity, or other right of University under this Agreement.

2.6 Consultant shall perform the Services in accordance with the performance standards, milestones, and key performance indicators set forth in Exhibit A. Consultant shall provide written progress reports to the Project Manager on a monthly basis (or such other cadence as the Project Manager specifies), identifying Deliverables completed in the reporting period, Deliverables scheduled for the next period, outstanding issues or risks, and any material variance from the approved schedule. A pattern of missed milestones or failed performance standards, whether or not independently constituting a default under Section 9, shall entitle University to convene a performance review and, in its sole discretion, to terminate this Agreement for convenience under Section 9.2 or for default under Section 9.1.

3. THE PROJECT

3.1 The Services shall be provided in connection with ___________________ and all related, necessary, and appropriate activities (the “Project”).

4. TERM

4.1 The initial term of this Agreement (the “Initial Term”) shall begin on the Effective Date and expire on ________, 20__. University, at its sole option, may renew this Agreement for up to ____ (___) additional ____ (___) year terms (each a “Renewal Term”) by giving Consultant written notice of renewal not less than thirty (30) days before the end of the then current term. The Initial Term and each Renewal Term are collectively the “Term”.

4.2 This Agreement and any renewal hereof remains subject to the limitations imposed by Section 51.9335(c), Texas Education Code, and the availability of funds as provided in Section 14.5 below.

5. CONSULTANT’S OBLIGATIONS

5.1 Consultant shall perform the Services in compliance with (a) all Applicable Laws, (b) the Rules and Regulations of the Board of Regents of The University of Texas System (available at https://www.utsystem.edu/board-of-regents/regents-rules-and-regulations), (c) the rules, regulations, and policies of The University of Texas System

(available at https://www.utsystem.edu/sites/policy-library), and (d) the Handbook of Operating Procedures and institutional rules of The University of Texas at Dallas (collectively, the “University Rules”).

5.1.1 Consultant represents and warrants that neither Consultant nor any person acting for Consultant has (i) violated the antitrust laws of the State of Texas, Chapter 15, Texas Business and Commerce Code, or federal antitrust laws, or

(ii) communicated, directly or indirectly, the content of Consultant’s response to University’s procurement solicitation to any competitor or any other person engaged in a similar line of business during the procurement process for this

5.2 Consultant represents and warrants that (a) it will perform the Services using its best efforts, in a good and workmanlike manner, and in accordance with the highest professional standards prevailing among similar consultancies of superior knowledge and skill engaged in providing similar services to institutions of higher education and state agencies in major urban markets; and (b) all Deliverables shall be accurate, complete, and free of material defects.

5.3 Consultant shall promptly notify University in writing of any information furnished to

Consultant that Consultant regards as unsuitable, improper, or inaccurate for the purposes of the Services.

5.4 University relies on Consultant’s skill, experience, and professional judgment. No approval, acceptance, or review by University shall diminish Consultant’s duties or obligations under this Agreement or release Consultant from liability arising from defective Services or Deliverables.

5.5 Consultant, at its sole cost, shall correct all material defects in the Services or

Deliverables as soon as practicable after becoming aware of the defect. If Consultant fails to do so within a reasonable time after written notice, University may correct the deficiency at Consultant’s expense or procure the corrective services from another provider and charge the cost to Consultant, in addition to any other remedy available at law or in equity.

5.6 Consultant shall assign to the Project a designated Project lead who shall serve as

Consultant’s principal point of contact with University and who shall be responsible for day-to-day administration of the Services, scheduling, reporting, and coordination with University’s Project Manager.

5.7 Consultant represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; that it is duly authorized to conduct the business contemplated by this Agreement; that it has all requisite power, authority, and approvals to execute and deliver this Agreement; and that the individual signing this Agreement on behalf of Consultant has been duly authorized to bind Consultant.

5.8 Consultant represents and warrants that the execution, delivery, and performance of this Agreement will not (a) result in any violation of Consultant’s organizational documents, (b) conflict with or result in a breach of any agreement by which Consultant is bound, or (c) conflict with any order, decree, or judgment of any court or governmental authority having jurisdiction over Consultant.

5.9 Consultant shall not be entitled to perform any services beyond the scope of Exhibit

A without University’s prior written authorization, and University shall have no obligation to pay for any work performed outside that scope.

5.10 Qualifications, References, and Personnel Verification. Consultant represents, warrants, and covenants that (a) every statement of qualifications, experience, capability, certification, credential, and reference submitted in Consultant’s response to University’s procurement solicitation was, on the date submitted, and remains on the Effective Date, accurate, current, and complete in all material respects; (b) each reference listed in Consultant’s response is real, contactable, and authorized by the referenced party to be identified as a reference; (c) Consultant shall promptly notify University in writing of any material change that renders any such statement inaccurate or incomplete; and (d) University shall have the continuing right, exercisable at any time during the Term, to contact any such reference and to request updated evidence of Consultant’s qualifications, credentials, certifications, and capability. Before commencement of the Services, Consultant shall deliver to University, for each individual designated as Key Personnel and for each additional individual who will have material responsibility for any Deliverable, a curriculum vitae and such evidence of credentials, licensure, professional registration, and good standing in the individual’s profession or jurisdiction as University may reasonably request. University may, in its sole discretion and upon written notice to Consultant, require substitution of any such individual for cause.

5.11 Operational Representations and Anti Shell Entity Warranty. Consultant represents, warrants, and covenants that on the Effective Date and continuously throughout the Term: (a) Consultant maintains a physical principal place of business in the jurisdiction of Consultant’s formation, with a permanent physical address (not a post office box, virtual office, or shared mailing service) at which Consultant conducts the bulk of its operations; (b) Consultant has no fewer than five (5) full time employees engaged in the conduct of Consultant’s ordinary business, at least one of whom is a principal or officer with executive decision making authority; (c) Consultant is actively engaged in the business described in Consultant’s organizational documents and in Consultant’s response to University’s procurement solicitation; (d) Consultant is not a shell entity, a nominee, a trust, or an instrumentality formed for the purpose of receiving payment under this Agreement or any similar agreement;

and (e) Consultant’s beneficial ownership is as disclosed in the beneficial ownership schedule attached as Exhibit J, and Consultant shall notify University in writing within ten (10) business days of any change in beneficial ownership of five percent (5%) or more. Breach of this Section 5.11 shall constitute a material default entitling University to immediate termination under Section 9.1 without obligation to provide opportunity to cure.

5.12 Litigation and Insolvency Disclosure. Consultant represents, warrants, and covenants that: (a) except as disclosed in a schedule attached as Exhibit K, there is no pending or threatened litigation, arbitration, administrative proceeding, regulatory investigation, or enforcement action against Consultant or any of its officers, directors, principals, or Key Personnel that would, if adversely determined, materially impair Consultant’s ability to perform the Services; (b) Consultant is not insolvent and has not, within the preceding five (5) years, filed for bankruptcy, been the subject of any insolvency, winding up, or reorganization proceeding, made a general assignment for the benefit of creditors, or had a receiver, liquidator, or trustee appointed over its assets; (c) within the preceding five (5) years, no consulting, advisory, or professional services agreement to which Consultant was a party has been terminated by the counterparty for default, for cause, or for any other reason attributable to Consultant, except as disclosed in Exhibit K; and (d) Consultant shall notify University in writing within ten (10) business days of the commencement of any matter of the type described in clauses (a) through (c) above that arises after the Effective Date. Breach of this Section 5.12 shall constitute a material default entitling University to immediate termination under Section 9.1 without obligation to provide opportunity to cure.

6. COMPENSATION

6.1 University shall pay Consultant for performance of the Services in accordance with Exhibit C, Fees and Payment Schedule. The cumulative amount payable to Consultant under this Agreement shall not exceed $__________ (the “Contract Amount”). The Contract Amount is stated and payable in United States Dollars.

6.2 The Contract Amount is inclusive of all applicable federal, state, local, and foreign taxes, duties, tariffs, withholdings, levies, and governmental charges of any nature arising from the execution or performance of this Agreement, except where the Parties expressly agree otherwise in writing.

6.3 University, as a State agency, is exempt from Texas sales and use taxes on the

Services under Section 151.309, Texas Tax Code, and 34 Texas Administrative Code §3.322. Pursuant to 34 TAC §§3.322(c)(4) and (g)(3), this Agreement is sufficient proof of the University’s tax-exempt status; the University shall not be required to provide further evidence thereof.

6.4 Consultant shall bear its own overhead, administrative, staffing, and back-office costs, which shall not be separately billed to University except as expressly authorized in Exhibit C.

7. PAYMENT TERMS

7.1 Consultant shall invoice University monthly in arrears, accompanied by documentation reasonably sufficient to support the invoiced amounts. University shall pay undisputed amounts in accordance with the Texas Prompt Payment Act, Chapter

2251, Texas Government Code. If University disputes any invoice amount, University shall give Consultant written notice specifying the grounds for dispute, and the Parties shall work in good faith to resolve the matter.

7.2 Consultant shall submit a final invoice (the “Final Invoice”) within thirty (30) days after final completion and acceptance of the Services by University. Acceptance of the Final Payment by Consultant shall constitute a waiver of all claims by Consultant against University except claims previously asserted in writing and expressly identified by Consultant as unsettled as of the date of the Final Invoice.

7.3 Notwithstanding any other provision of this Agreement, University shall have no obligation to make any payment to Consultant while Consultant is in default under this Agreement.

7.4 No payment made by University shall constitute acceptance or approval of any

Services or Deliverable, nor shall any payment release Consultant from any of its duties or obligations under this Agreement.

7.5 Section 51.012, Texas Education Code, authorizes University to make payments through electronic funds transfer methods, including the Automated Clearing House (ACH) system and international wire transfer. Consultant agrees to accept payment by such methods. Consultant shall provide complete, accurate banking instructions in writing on Consultant letterhead signed by an authorized representative, including the SWIFT or BIC code, IBAN (if applicable), intermediary bank particulars, and beneficiary account details necessary to effect the transfer. University shall confirm Consultant’s banking information prior to the first payment. Any change to Consultant’s banking information must be communicated in accordance with Section

14.14 at least thirty (30) days before the effective date of the change.

7.6 Withholding; Foreign Payee Documentation. Consultant, as a non-United States person for United States federal income tax purposes, shall, prior to the first payment hereunder, deliver to University a validly executed Internal Revenue Service Form W-8BEN-E (or such successor form as the Internal Revenue Service shall designate), together with any additional certifications required to claim benefits under the Convention Between the Government of the United States of America and the Government of the Republic of India for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, signed at New Delhi on September 12, 1989, and entered into force December 18, 1990. In the absence of a validly executed Form W-8BEN-E, University shall withhold from each payment the default rate of thirty percent (30%) required under Section 1441 of the Internal Revenue Code and shall report such payments on Form 1042-S. Consultant acknowledges that any amount withheld under this Section shall be credited against the Contract Amount as if paid directly to Consultant.

7.7 Any bank fees, wire transfer fees, or intermediary bank charges assessed in connection with transmission of payment from University to Consultant’s foreign bank shall be borne by Consultant and shall not increase the Contract Amount.

7.8 University may verify the details of any invoice, either before or after payment, by (a) inspecting Consultant’s books and records at mutually convenient times, (b) examining Project reports, or (c) taking any other reasonable action. Consultant shall cooperate fully in any such verification.

8. INTELLECTUAL PROPERTY RIGHTS AND WORK PRODUCT

8.1 Ownership of Work Material. All Work Material, whether accepted or rejected by University, shall be the sole and exclusive property of University. University shall have the unrestricted right to use, reuse, modify, distribute, publish, and exploit the Work Material for any purpose, in any medium, throughout the world, in perpetuity, without further compensation to Consultant. No approval of Work Material by University, and no payment for Work Material by University, shall alter University’s ownership rights hereunder.

8.2 Vesting of Title; Work Made for Hire; Present Assignment. The Parties intend that title to the Work Material shall vest in University by the most effective mechanism available under Applicable Laws. (a) Each Deliverable that qualifies as a Work Made for Hire within one or more of the nine enumerated categories at 17 USC §101(2), including any Deliverable properly characterized as a contribution to a collective work, a supplementary work, a compilation, an instructional text, or a test, shall be treated as a Work Made for Hire, and this Agreement shall constitute the written instrument signed by both Parties required under that Section. (b) As to all Work Material not vesting in University as a Work Made for Hire, Consultant, on behalf of itself and its personnel, hereby irrevocably assigns, conveys, and transfers to University and its successors and assigns, effective upon creation of such Work Material, all right, title, and interest in and to the Work Material throughout the world, in perpetuity, including all Intellectual Property Rights embodied therein. This assignment is a present assignment of present and future rights and is self-executing. Consultant shall execute any further documents reasonably requested by University to confirm or perfect this assignment. (c) Consultant acknowledges that the work for hire recital in paragraph (a) is included for belt and suspenders protection and that the present assignment in paragraph (b) is the primary vesting mechanism intended by the Parties. No failure of the work for hire recital to vest title in University shall affect the operation of the present assignment.

8.3 Chain of Title; Individual Author Acknowledgments. Consultant represents, warrants, and covenants that (a) each individual who contributes to any Work Material is, at the time of contribution, an employee of Consultant engaged under a written contract of service that vests initial ownership of the contributor’s work in Consultant under applicable law (including, where Indian law applies, Section 17(c) of the Copyright Act, 1957 (India)), or, if not an employee, has executed a written present assignment of the contributor’s Intellectual Property Rights in the work to Consultant effective upon creation; (b) Consultant has good and marketable title to all Intellectual Property Rights in the Work Material free of encumbrance; and (c) no third party holds or has asserted any claim to the Work Material. Upon University’s reasonable request, Consultant shall deliver copies of the underlying employment agreements, assignment instruments, and contributor lists sufficient to verify this representation.

Consultant shall further cause each individual who contributes to Work Material to execute an Individual Author Acknowledgment in the form attached as Exhibit G, confirming the individual’s assignment, waiver, and covenant not to assert.

Consultant shall deliver the executed Individual Author Acknowledgments to University within thirty (30) days after engagement of each contributor.

8.4 Moral Rights. Consultant, on behalf of itself and its personnel, hereby irrevocably waives all Moral Rights in the Work Material to the fullest extent permitted by Applicable Laws. Where Applicable Laws prohibit or limit the waiver of Moral Rights, including Section 57 of the Copyright Act, 1957 (India) (which renders the author’s special rights inalienable and enforceable even after assignment), Consultant, on behalf of itself and its personnel, covenants and agrees that neither Consultant nor any of its personnel shall assert, bring, or maintain any claim, action, or proceeding against University or any person or entity authorized by University based on any Moral Right in the Work Material or in any derivative work, modification, adaptation, translation, or reformatting thereof prepared by or on behalf of University. Consultant shall secure a corresponding covenant not to assert from each individual who contributes to Work Material, in the form attached as Exhibit G. The obligations of this Section 8.4 survive expiration or termination of this Agreement without limit of time.

8.5 Consultant Background IP. Consultant retains sole and exclusive ownership of all

Consultant Background IP. Consultant hereby grants University a non-exclusive, worldwide, perpetual, irrevocable, sublicensable, royalty-free, fully paid-up license to use, reproduce, modify, adapt, translate, distribute, publicly display, publicly perform, and create derivative works of Consultant Background IP, in any medium now known or hereafter devised, solely to the extent the Consultant Background IP is embedded in or necessary for University’s use, reproduction, distribution, modification, exploitation, or commercialization of the Deliverables or the Work Material. The license granted under this Section 8.5 is a license of all exclusive rights enumerated at 17 USC §106 (and any analogous rights under the laws of other jurisdictions) as to the embedded Consultant Background IP, and shall not be construed to grant University any rights in Consultant Background IP beyond the embedded portion.

8.6 Third Party Intellectual Property Materials. Consultant shall not incorporate into any Work Material any intellectual property, content, data, software, image, database, or other material owned by any third party (collectively, “Third Party IP”) without University’s prior written consent. Where University consents to incorporation, Consultant shall (a) disclose the Third Party IP on a schedule maintained as Exhibit H, identifying the owner, the terms of license or authorization, and any use limitations;

(b) secure, at Consultant’s sole cost, all licenses, consents, and permissions necessary for University to use the Third Party IP in the manner contemplated by the Deliverables and this Agreement, on a basis no less permissive than the rights University receives in the Work Material; and (c) deliver to University true and correct copies of all such licenses, consents, and permissions on request. Consultant shall indemnify, defend, and hold harmless the Indemnitees from and against all Claims arising from any inaccuracy in the Exhibit H schedule, any failure to secure the rights contemplated by this Section 8.6, or any alleged or actual infringement of Third Party IP by University’s use of the Work Material in accordance with this Agreement.

8.7 Open Source Software. Consultant shall not incorporate into any Work Material, Deliverable, or tool delivered or deployed in connection with the Services, any software, library, module, or component licensed under an open source license that imposes any obligation of source code disclosure, copyleft, reciprocal licensing, or attribution of commercial effect (including, without limitation, the GNU General Public License, the Affero General Public License, the Lesser General Public License as it applies to static linking, and any similar license) (collectively, “Copyleft OSS”), without University’s prior written consent specifying the nature of the Copyleft OSS and the accommodations required. Open source components licensed under permissive licenses (including the MIT License, the BSD family of licenses, and the Apache License 2.0) may be incorporated, provided Consultant shall disclose each such component on a schedule maintained as Exhibit I, identifying the component, version, license type, and upstream source. Consultant shall indemnify, defend, and hold harmless the Indemnitees from and against all Claims arising from any failure to comply with this Section 8.7, including any claim that University has inherited any source code disclosure or reciprocal licensing obligation by reason of Consultant’s incorporation of Copyleft OSS.

8.8 Derived Data, Analytics, and Aggregated Outputs. As between the Parties, (a) all data, information, and content provided by or on behalf of University to Consultant (“University Data”) shall remain the sole property of University; (b) all analyses, insights, models, reports, and other outputs derived in whole or in part from University Data (“Derived Outputs”) shall be the sole property of University and shall be treated as Work Material for all purposes of this Agreement; and (c) Consultant may use anonymized and aggregated statistical learnings from the Services, stripped of any University-identifying information and of any University Data in a form from which University or any individual can be re-identified, solely for the internal improvement of Consultant’s general methodologies and not for disclosure, resale, publication, or use in any engagement with any other client. Consultant shall implement reasonable technical and organizational measures to prevent reconstruction of University Data from any permitted methodology learnings.

8.9 Patent Prosecution and Enforcement. University shall have the sole and exclusive right, but not the obligation, to prepare, file, prosecute, and maintain patent applications and patents covering any invention, discovery, or improvement included within the Work Material, at University’s sole expense and in University’s name.

Consultant shall, at University’s request and at University’s expense for Consultant’s reasonable out-of-pocket costs, execute any instrument, provide any declaration, and furnish any assistance reasonably necessary to support University’s patent prosecution and maintenance activities, including assistance in any opposition, reexamination, inter partes review, or reissue proceeding. University shall have the sole and exclusive right, but not the obligation, to enforce the Intellectual Property

Rights in the Work Material against infringers, to settle infringement claims, and to retain all recoveries from such enforcement. Consultant shall cooperate with University in any enforcement action as reasonably requested, at University’s expense for Consultant’s reasonable out-of-pocket costs.

8.10 Registration, Recordation, and Further Assurances. Consultant shall cooperate with University, at University’s expense for Consultant’s reasonable out-of-pocket costs, in the registration of copyright in the Work Material with the United States Copyright Office, in the recordation of the assignment under Section 8.2 with the Indian Copyright Office pursuant to Section 19 of the Copyright Act, 1957 (India) where University elects to record, and in any analogous registration or recordation in any other jurisdiction where University elects to protect its rights in the Work Material.

Consultant shall, at any time during the Term and for a period of seven (7) years thereafter, execute and deliver all further documents and take all further actions reasonably requested by University to give full effect to the assignments, licenses, waivers, and covenants in this Section 8. If Consultant fails to execute any such document within thirty (30) days after written request, Consultant hereby irrevocably appoints University as Consultant’s attorney-in-fact, coupled with an interest, to execute and deliver the document on Consultant’s behalf.

8.11 Delivery and Return of Work Material. Consultant shall deliver all Work Material in native editable format (together with any source files, models, datasets, code repositories, and methodology documentation reasonably necessary for University’s use and maintenance of the Work Material) to University concurrently with each milestone acceptance, and in all events on or before expiration or termination of this Agreement for any reason. Consultant shall not retain any copy of Work Material after delivery except as reasonably necessary for Consultant’s document retention and legal compliance obligations. Consultant shall not use, publish, disclose, or otherwise exploit any Work Material on its own behalf or on behalf of any third party, except with University’s prior written consent. Consultant shall treat all Work Material as Confidential Information of University.

8.12 Use of University Name, Logos, and Trademarks. Consultant shall not use the name, trademark, service mark, logo, seal, insignia, or any other identifier of University, The University of Texas System, the Board of Regents of The University of Texas System, or any affiliated entity (collectively, “University Marks”) in any capacity, including without limitation in any press release, marketing material, website, social media, case study, client list, pitch deck, conference presentation, publication, advertisement, or reference list, or reference University or the fact of this engagement in any public or prospective-client-facing context, without University’s prior written consent in each instance, which consent may be granted or withheld in University’s sole discretion. This Section 8.12 supplements and does not limit the prohibitions in Section 14.11.3 (Press Releases) and Section 14.11.4 (Public Information), and survives expiration or termination of this Agreement without limit of time.

8.13 Acknowledgment of Regents’ Rule 90101. Consultant acknowledges that Work Material assigned to University under this Section 8 will be administered by University in accordance with Regents’ Rule 90101 (Intellectual Property) and UT System Policy UTS107 (Intellectual Property — Management and Commercialization), and that University’s administration, licensing, commercialization, or other disposition of such Work Material under those authorities shall not give rise to any claim by Consultant or any of its personnel. Nothing in this Section 8.13 subjects Consultant to the internal reporting, royalty-sharing, or inventor-benefit provisions of Regents’ Rule 90101, which apply only to intellectual property originating with UT System personnel and not to intellectual property assigned into University from an independent contractor.

8.14 Generative Artificial Intelligence; Disclosure and Warranty. If Consultant uses any generative artificial intelligence tool, large language model, image generation model, code generation tool, or similar system (each, a “Generative AI Tool”) in the production of any Deliverable or Work Material, Consultant shall (a) disclose to University in writing the Generative AI Tool used, the purpose for which it was used, the extent of its contribution to the Deliverable, and the terms of service and licensing arrangement under which Consultant accessed the Generative AI Tool; (b) represent and warrant that Consultant’s use of the Generative AI Tool was in compliance with the tool’s terms of service and Applicable Laws, that the output generated by the Generative AI Tool is properly licensed for commercial use by University, that the output does not incorporate or infringe any third party intellectual property right, and that the output does not contain any Personal Data, Sensitive Personal Information, Confidential Information, or University Records that Consultant was not authorized to input to the Generative AI Tool; and (c) indemnify, defend, and hold harmless the Indemnitees from and against all Claims arising from any breach of the foregoing representation and warranty. Consultant’s use of any Generative AI Tool shall not diminish Consultant’s obligations under any other provision of this Agreement, including the chain of title representation in Section 8.3, the moral rights covenant in Section 8.4, and the accuracy and workmanlike performance representation in Section 5.2.

9. DEFAULT AND TERMINATION

9.1 A material failure by a Party to perform under this Agreement (a “Default”) shall entitle the non-defaulting Party to terminate this Agreement upon fifteen (15) days’ written notice specifying the nature of the default, provided the default is through no fault of the terminating Party. The termination shall not take effect if the default is fully cured before the expiration of the fifteen-day period.

9.2 University may, without cause, terminate this Agreement at any time upon thirty (30) days’ advance written notice to Consultant. Upon termination under this Section 9.2, Consultant shall be entitled to payment for Services satisfactorily performed from the date of the last payment through the termination date, provided Consultant has delivered all Work Material to University. University shall not be required to pay for any services performed or expenses incurred by Consultant after the date of the termination notice that could have been avoided or mitigated.

9.3 Termination under Sections 9.1 or 9.2 shall not relieve Consultant from liability for any default or breach under this Agreement or any other act or omission of Consultant prior to termination.

9.4 If Consultant fails to cure a default within fifteen (15) days after receiving written notice thereof, University shall be entitled (but not obligated) to cure the default and offset all reasonable expenses incurred in so doing against amounts otherwise due to Consultant.

9.5 If University learns that any representation or certification made by Consultant herein is or becomes inaccurate, University may terminate this Agreement immediately upon written notice, without any obligation to cure and without further liability to Consultant.

10. INDEMNIFICATION

10.1 To the fullest extent permitted by Applicable Laws, Consultant shall and does hereby agree to indemnify, protect, defend with counsel approved by University, and hold harmless 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, including reasonable attorney fees (collectively, the “Claims”) arising out of, caused by, or resulting (a) from Consultant’s performance under or breach of this Agreement, and (b) in whole or in part from any negligent act, negligent omission, or willful misconduct of Consultant or anyone for whose acts Consultant is liable. For purposes of this Section 10, the phrase “to the fullest extent permitted by Applicable Laws” shall be interpreted under the laws of the State of Texas without regard to conflict of laws principles, notwithstanding anything to the contrary in Section 14.9 or elsewhere in this Agreement.

10.2 Consultant further agrees to indemnify, protect, defend, and hold harmless the

Indemnitees from and against all Claims arising from any alleged or actual infringement or misappropriation of any patent, copyright, trademark, trade secret, or other proprietary right arising out of the Services or the Deliverables. Upon becoming aware of any such Claim, University shall promptly notify Consultant, and Consultant shall have the opportunity to negotiate a settlement.

10.3 The provisions of this Section 10 shall not be construed to eliminate or reduce any other indemnity or right to which any Indemnitee may be entitled at law or in equity.

Nothing herein shall be construed as a waiver of the sovereign immunity of the State of Texas or the University, nor as a grant of consent to suit against the University.

11. RELATIONSHIP OF THE PARTIES

11.1 For all purposes of this Agreement and notwithstanding any provision hereof to the contrary, Consultant is an independent contractor. Consultant is not a State employee, partner, joint venturer, or agent of the University. Consultant shall not bind nor attempt to bind the University to any agreement, contract, representation, or obligation. As an independent contractor, Consultant is solely responsible for all taxes, withholdings, statutory obligations, contractual duties, and benefits owed to or in respect of Consultant’s personnel, including any workers’ compensation, social insurance, employees’ state insurance, provident fund, and gratuity obligations arising under the laws of the Republic of India or any other jurisdiction.

11.2 Nothing in this Agreement shall be construed to create any employer and employee relationship between University and any of Consultant’s personnel, nor to entitle any such personnel to any benefit, right, or privilege available to employees of University, the State of Texas, or the United States.

12. INSURANCE

12.1 Consultant shall, at its sole cost, procure and maintain throughout the Term insurance coverages that respond to claims asserted in the United States, with insurers 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 minimums.

12.1.1 Professional Liability (Errors and Omissions) Insurance, with limits of not less than $2,000,000 each claim and $4,000,000 aggregate, covering all Services performed under this Agreement. The retroactive date of such policy shall precede the Effective Date of this Agreement, and Consultant shall maintain continuous coverage or purchase an extended reporting period of at least two (2) years following the expiration or termination of this

12.1.2 Commercial General Liability Insurance on an occurrence basis, with limits of not less than $1,000,000 each occurrence and $2,000,000 general aggregate, including personal and advertising injury coverage and products and completed operations coverage.

12.1.3 Workers’ Compensation Insurance (or the equivalent statutory employer liability coverage available in Consultant’s home jurisdiction), with limits meeting the greater of the applicable statutory minimum or $1,000,000 each accident, each employee, and policy limit. Consultant shall disclose the jurisdictions in which its employees performing Services hereunder are insured.

12.1.4 Cyber Liability Insurance with limits of not less than $5,000,000 each cyber…