DOC1503403376.pdf

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Name BARBRI Inc

Contact Information

Casey Welch – casey.welch@westacademic.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Department Contact

Cindy Harris – cindy.harris@unl.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Title

Contract Summary (brief description and / or event name)

Barbri will deliver materials all Law School Students enrolled in a program to earn a JD degree. BARBRI will enroll and deliver materials to all Law School Students who are scheduled to graduate with their JD degree. BARBRI will provide curriculum, assessment, data analytics,bar review courses, online courses, online degrees, online teaching support, degree recruitment, and other support services to Law. Pricing based off of projected 450 students at $387 a student.

Purchase Category IT/Software Commodity Software

Current Contract Amount

$522,450.00 Total Contract Amount

$522,450.00

Start Date 8/01/2025 End Date 8/31/2028 Renewals

COMPETITION REVIEW

Bid Number GMU-1778-22

Competitive Review Findings

Virginia Association of State College and University Purchasing Professionals

(VASCUPP)

Additional Contract Information

NA

INTERNAL USE ONLY

CW21989

Statement of Work # 1 – Bar Success Products and Services

This Statement of Work (“SOW #1”) is dated as of the date of the last signature below (“SOW Effective Date”) and entered into between BARBRI, Inc. (“BARBRI”) and the Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska-Lincoln and its College of Law (“Law School”) and pursuant to and under the Master Services Agreement between the Parties (“Agreement”). The terms and conditions of the Agreement are incorporated herein by reference.

The specific content, features and functionality reflected in the BARBRI Deliverables Section are subject to change and discontinuation by BARBRI in its sole discretion, provided that BARBRI shall not decrease the core functionality of the BARBRI Bar Exam Review System in any material way, or discontinue a material element of the BARBRI Bar Exam Review System without prior consultation with the University.

BARBRI Deliverables

BARBRI will deliver materials in section [1, 2, 3, 4, and 5] to all Law School Students enrolled in a program to earn a JD degree (“Students”) designated and identified by Law School. BARBRI will enroll and deliver materials in sections [6] to all Law School Students who are scheduled to graduate with their JD degree (“Graduating Students”) in the twelve (12) months after either February 1st or September 1st of each year of this Agreement. Law School must notify BARBRI of any Graduating Students who do not actually graduate so that their services can be updated accordingly.

1. Resources for students A. BABRRI Legal Handbook is a student study support tool designed to help prepare students for their first year of law school B. BARBRI Cold Call Companion C. 1L success series including outlines, lectures, and practice questions for the following subjects: civil procedure, constitutional law, contracts, criminal law, real property, and torts.

D. 2L/3L success series including outlines lectures and practice questions for the following subjects: Constitutional Law, corporations, criminal procedure, evidence, family Law, professional responsibility, secured transactions, taxation, wills, and trusts.

E. MPRE review including outlines, lectures, practice questions, and online assessments for the multistate professional responsibility exam.

2. Curriculum A. 3L: Extended Bar Review Course [Barbri will make available in Spring 2025] Is a pre-graduation bar curriculum program that can be configured to run as a two, three, four, or five credit hour course covering both substantive doctrine and systematic problem-solving skills. BARBRI will work with Law School to configure the subject and skills coverage of the course along with the course format. The course may be formatted as

1) an asynchronous online course created by BARBRI, taught with Law School faculty supervising and grading students or 2) a traditional school-taught course taught by Law School faculty using BARBRI curriculum, and BARBRI support. The course will include multiple-choice assessments, graded essays, and a final exam.

B. 2L Bridge to Practice Course. A skills-based course designed for all 2L students and builds on legal writing, research, client communication, negotiation, advocacy and case management. In addition, Bridge to Practice review lectures are included in the program.

Law School can elect to have an online asynchronous version of the course or curriculum for an instructor from the Law School led course. Either version includes in-class/homework assignments, BARBRI-graded essays, and a final exam. Student materials will be adopted as part of the course-required text for Students to purchase on their own, either directly from BARBRI or via traditional law schoolbook sales methods.

C. Pre-1L/1L: Lawyering fundamentals is a pre-law school program offered to students online as an introduction to law school. Assessment will be provided upon completion of the course with reporting to school.

3. Data analytics Once per academic year, BARBRI will conduct a detailed study of University and BARBRI data to identify those factors which correlate to bar passage for University students and deliver a statistical model to determine the highest variation in probability of passing the bar exam from independent variables in order to forecast future bar results for current students and identify those students who are determined to be at risk of not passing for intervention.

4. Assessment A. MBE diagnostic featuring three distinct question types: knowledge, comprehension, and application. BARBRI will coordinate with University to deliver one administration of the exam per academic year and will provide University detailed student-level, and cohort-level reporting.

B. West Academic Assessment including BARBRI Faculty item bank including over five thousand questions (plus about 1,000 bar-style questions) to use formatively in doctrinal classes, in bar prep program, in academic support programs or across the entire school.

5. West Academic Study Aids Collection School-Wide access to unlimited digital access to over 500+ of study aids and supplementary materials covering virtually every subject.

Including audiobooks and audio lectures, video courses, interactive practice questions, case briefs, outlines, and overviews designed to supplement coursework.

6. Post-Graduation Bar Review Course. BARBRI will make the summer review course lectures and materials available to all enrolled and confirmed Graduating Students beginning on April 15 prior to the July exam. February bar takers will have access to the materials by November 1 prior to the February exam. BARBRI’s bar review course will include all services featured in the "Guided Pass” program. These features include, but are not limited to, the following:

Online personal study plan with ISAAC.

Lectures on-demand, in-class or broadcast.

Digital & hard copy book set.

Unlimited expert graded essays.

2,500+ curated multiple-choice questions.

3000+ additional question MCQ Bank.

Exam-proven digital outlines for every Multistate and State subject

BARBRI’s exclusive Conviser Mini Review

A complete set of practice questions for all sections of the exam, including.

i. Past bar exam essays all with model answers

ii. Past Performance Tests all with model answers

iii. Practice MBE questions available both online and in printed form

iv. Simulated MBE with national performance ranking for each student

v. Simulated MBE Pass Predictor and customized report.

vi. 100 NCBE released question Final Prep.

Day-by-day study directed by BARBRI’s proven Personal Study Plan

Detailed student progress and performance reporting for Law School faculty through the BARBRI student improvement portal

University Deliverables

1. So that BARBRI can deliver the services above, Law School will provide BARBRI with a list of entering first year students on or about October 1 and February 1 of each academic year of the Term.

2. In order to deliver the services above, Law School will agree to mutually set dates by September 30th of each academic year when BARBRI will perform duties, provide online access and/or distribute materials related to the each product. Additionally, Law School will provide appropriate access to the campus and space in the academic building(s) for BARBRI to carry out those functions, including reasonable space and time to deliver and store any physical materials. Furthermore, Law School will grant access or post notices/links/documents/files on BARBRI’s behalf, as is reasonable in each instance, if services require use of Law School’s LMS, computer networks, and/or electronic systems.

3. From time to time, and without charge, Law School will provide BARBRI access to Law School’s facilities, including appropriate classrooms, including internet access, video monitors and audio systems, for the provisioning of BARBRI’s services. This is subject to prior approval from Law School and will be upon a mutually agreed schedule.

Service Fees

1. Law School Paid Fees: Academic Support fee to BARBRI. During each academic semester of the term of this agreement, Law School will compensate BARBRI the following Service Fee per student. The fee schedule is per semester, per student as follows

2025-26 academic year: $387 2026-27 academic year: $387 2027-28 academic year: $387

For BARBRI to calculate a Service Fees invoice, Law School shall provide BARBRI a list of all entering students as of October 1 each fall semester and February 1 each spring semester during the Term. BARBRI will calculate and deliver to Law School a Service Fees based upon the rosters of all Students provided by Law School. Payment of the invoice will be due upon receipt and based on the list is furnished by the Law School.

2. Student Paid Fees: During their final year in the penultimate semester, Students at Law School will pay BARBRI the refundable book deposit and shipping charge (currently $250 and $30) to serve as the deposit for their course. Students and Graduating Students will be responsible for BARBRI products and services not included in this contract, including but not limited to personal tutoring, supplemental products, upgraded courses, or additional jurisdictions.

For BARBRI to contact and collect the this fee, Law School shall provide BARBRI a list of all students in their final semester of study October 1 for December graduates and February 1 for May graduates. BARBRI will contact students directly unless directed otherwise.

3. Repeaters. Students who are unsuccessful on the bar exam in their first attempt under this program will be allowed to repeat the BARBRI bar review course one additional time with no addition tuition and then for $750 per cycle up to three (3) consecutive bar exam cycles. A bar exam cycle means the period leading to each administration of the bar exam, generally February and July of each year. Students who are successful on the bar exam and wish to take an additional bar exam to gain admission of another jurisdiction will be allowed to enroll in a different BARBRI U.S. course for $750 plus additional book deposit, shipping and sales tax.

Term and Termination

SOW #1 will go into effect when signed by both parties and deliverables will start on August 1st, 2025, and will terminate on August 31, 2028. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other party materially breaches this Agreement (other than a failure by Law School to pay to BARBRI any amount due hereunder) and fails to cure such breach within 30 days after receiving written notice from the non-breaching Party describing such breach. If Law School fails to pay to BARBRI any amount due to BARBRI hereunder within 30 days after Law School receives written notice thereof, BARBRI may at any time terminate this Agreement without further notice.

No additional terms are included in this agreement.

IN WITNESS WHEREOF, the Parties have caused this SOW to be duly executed by their respective authorized officers, as of the date first set forth above.

BARBRI, INC.

By: _______________________________

Name: Daniel Wilson

Title: Chief Financial Officer; BARBRI, Inc.

Board of Regents of the University of Nebraska for and on behalf of College of Law

By: ______________________________

Name: ___________________________

Title: _____________________________

Vice Chancellor for Business and Finance

Michael Zeleny

MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”), dated as of the date of the last signature below (the “Effective Date”), is by and between BARBRI, Inc., together with its subsidiaries, located at 12222 Merit Dr., Suite 1340 Dallas, Texas 75251 (“BARBRI”), and the Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska-Lincoln and its College of Law, 1875 N 42nd St, Lincoln, Nebraska 68583 (“Law School”). BARBRI and Law School are individually a “Party” and collectively the “Parties.”

R E C I T A L S:

BARBRI and its subsidiaries is in the business of providing curriculum, assessment, data analytics, bar review courses, online courses, online degrees, online teaching support, degree recruitment, and other support services to law schools.

LAW SCHOOL desires to engage BARBRI to provide services to the Law School students, faculty, and staff.

NOW, THEREFORE, in consideration of the covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties intending to be legally bound, agree as follows:

1. Scope of Work.

a. Subject to the terms and conditions set forth in this Agreement, BARBRI shall provide the products and perform the services selected by the Law School, as set forth in Statement(s) of Work (SOWs). Any SOW or attachments thereto will become effective and included as part of this Agreement upon its execution by the Parties ("SOW Effective Date"). Any modifications to an SOW must be in writing, signed by both Parties. Any conflict between the terms of this Agreement and the terms in the SOW, the terms of the SOW will govern.

b. Each SOW will define the Product or Service to be delivered, including the responsibilities and deliverables of the Parties and delivery dates.

c. All “BARBRI Deliverables,” as defined in the relevant SOW, with an online component will be delivered asynchronously and/or synchronously depending upon the composition agreed to in the relevant SOW.

2. Fees.

a. Each SOW will define the agreed-upon revenue sharing percentage, product, or service fees the Law School shall pay BARBRI, including the date BARBRI will invoice the Law School.

b. All invoices issued by BARBRI under this Agreement will be payable and due within thirty (30) days of receipt of the invoice.

c. Each Party will pay and be solely responsible for the costs it incurs in fulfilling its responsibilities under this Agreement and all SOWs.

d. If any fees remain unpaid following the due date reflected above, late charges equal to the lesser of 0.5% per month or the highest amount per month permitted by applicable law shall be due and payable with respect to such amount for each month (or portion thereof) for which payment is delinquent. Payment of fees, and any applicable late fees, shall be the sole responsibility of the Law School and shall not be dependent upon payment, approval, or audit by any other party.

3. Termination

a. The Term of this Agreement commences on the Effective Date and continues through the expiration of any SOW with the delivery of product or services selected by the Law School hereunder (the "Term"). In the event that the Agreement expires or is terminated because no SOW is in effect at any given time, and then the Law School orders a new product or services, the Term of the Agreement shall automatically be reinstated to run concurrently with any new SOW.

b. If either party commits a material breach of any of its material obligations under this Agreement, the non-breaching Party, in addition to any other right or remedy it may have, may terminate this Agreement in the event that the breaching Party fails to cure the breach within thirty (30) days after receiving written notice of the breach by the non-breaching Party.

c. The rights of termination provided herein shall be subject to the provisions of Section 13 relating to Force Majeure, and such rights shall not be exclusive of any remedies to which either Party may otherwise be entitled at law or in equity in the event of a breach of this Agreement.

d. Upon termination or expiration of this Agreement, Law School shall promptly return to BARBRI all BARBRI Material in Law School’s control or possession and BARBRI shall refund to Law School a prorated share of any prepaid fees. Termination of this Agreement does not relieve Law School of its obligation to pay any accrued amounts due to BARBRI hereunder through the effective date of termination, including all Service Fees for students who have enrolled with BARBRI prior to termination or expiration of this Agreement, and does not impair any rights of BARBRI to collect such payments. BARBRI shall continue to provide the Services and access to the “System” (which means the online component that connects to the BARBRI materials) to those Enrolled Students who enrolled prior to termination or expiration of this Agreement. This Section and Sections 5, 6, 7, 8 and 10 shall survive the termination of this Agreement.

e. If all regulatory and Law School governance approvals required for a product or service are not received within five (5) months of the start, either Party may terminate that SOW. The Agreement and all other SOWs will remain in effect subject to other termination provisions in this Section.

f. Upon the termination of this Agreement or of a SOW, BARBRI shall cooperate with the Law School to provide for an orderly wind-down of the Services provided by BARBRI hereunder. Upon notice of termination of a SOW or this Agreement, BARBRI shall use commercially reasonable efforts to expeditiously conclude or transfer any uncompleted Services as directed by the Law School. BARBRI shall not perform any additional work or enter into any commitments that incur additional expenses with regard to any Service without written mutual agreement of the parties.

4. Exclusivity Exclusivity for each product or service will be detailed in the relevant SOW.

5. Intellectual Property

a. Intellectual Property Rights means any and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship in all forms and media, whether now known or hereafter invented, including copyrights, moral rights, and mask-works, (ii) trademark, trade name, and trade dress rights and any rights similar thereto, (iii) trade secret rights and any and all other rights to prohibit disclosure, (iv) patent rights, algorithms, and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature and however designated) (including domain names, logos, “rental” rights, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (vi) any and all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues hereof now or hereafter in force (including any and all rights in any of the foregoing).

b. BARBRI Material means all courses, material and information created, developed, authored, conceived, used, and/or delivered by BARBRI pursuant to this Agreement, including all materials and information created, developed, authored, conceived, used, and/or delivered in connection to a BARBRI product of service, whether such materials and information are created, developed, authored, conceived, and/or delivered directly or indirectly through BARBRI (such as a speaker at a bar exam session), or otherwise provided by BARBRI. BARBRI, for this agreement shall also include products and services delivered by subsidiaries and business units of BARBRI, Inc. including but not limited to the products and services of iLaw Ventures, LLC.

c. All BARBRI Material includes all text, graphics, photos, video, audio, designs, trademarks, and processes uploaded to, used, and/or otherwise incorporated with the use in rendering the product or services, and all Intellectual Property Rights therein and relating thereto throughout the world ("Content"), are either duly licensed to or the property of, BARBRI, Inc. and its subsidiaries. Law School acknowledges and agrees that this Agreement does not give, or allow the Law School to retain, any rights whatsoever in any Intellectual Property or any other property of BARBRI, including all BARBRI-created courses, BARBRI Material and Content. Except as required by law, without BARBRI’s prior written consent, Law School shall never disclose, copy, or use any BARBRI Material or Content in any manner other than disclosure of such information to an employee of the Law School who has a need to know in connection with a related SOW. Law School shall promptly advise BARBRI if Law School learns of any use or disclosure of any BARBRI Material or Content that is not authorized under this Agreement.

d. All information, data, writings, ideas, inventions, videos, photographs, design, concepts, works of authorship, and any other work product or material, in any form whatsoever, that does not incorporate or require substantial use of materials provided by Law School or Law School Confidential Information, both tangible and intangible, developed solely by BARBRI as a result of BARBRI’s performance of the Services (collectively, the “Works”), shall be the sole and exclusive property of BARBRI for its own unrestricted use. BARBRI shall be the sole owner of all the rights to such Works in any form and in all fields of use known or hereafter existing. BARBRI may transfer, assign, license, or otherwise convey such Works or use the Works for any purpose without payment to Law School. Law School agrees to take all actions and execute any and all documents as may be reasonably requested by BARBRI, at BARBRI’s expense, from time to time to fully vest to BARBRI all rights, title, and interests worldwide in and to the Work.

e. Notwithstanding the above, BARBRI makes no claim to any ownership or interest in any work the Law School creates independently and uses as background intellectual property in the Work.

f. The Law School agrees to provide BARBRI with assistance as BARBRI may reasonably require, at BARBRI’s expense, in the procurement of any protection of BARBRI’s rights to the Works, including filing any patent, copyright, or trademark applications.

g. Each Party will retain exclusively all ownership of and rights to (i) any of its pre-existing intellectual property and (ii) any material other than described in this Section, which is solely developed outside of this Agreement.

h. BARBRI grants Law School a non-exclusive royalty-free license to use all trademarks, trade names and logos, in the course of performing its services under this Agreement and any SOW. All such use shall be subject to BARBRI’s written approval. Law School will conform to all trademarks, logo, and brand identity guidelines.

i. Logos or Law School Marks. BARBRI shall not use or display any Law School name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by Law School as a source identifier, unless expressly authorized in writing by Law School. Any unauthorized use of Marks is expressly prohibited. BARBRI shall not use Law School’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to BARBRI’s business.

j. BARBRI shall at all times have the right to gather data generated by the Students’ use of the BARBRI Material, including the delivery system of that BARBRI material, and such data shall be solely owned by BARBRI. BARBRI may use such data to optimize the Enrolled Students’ use of the Materials and System, and for research and development, marketing, and other purposes as long as such use does not disclose any personally identifiable information of any Enrolled Student (“Anonymous Data”). BARBRI may communicate Anonymous Data to any third party, and such Anonymous Data shall be solely owned by BARBRI.

6. Confidentiality

a. Confidential Information will consist of any and all information of a sensitive, commercial, or other proprietary nature including trade secrets, know-how, or otherwise considered secret by BARBRI or LAW SCHOOL that is either (i) identified in advance in writing as confidential or (ii) given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information by the Disclosing Party.

b. Each Party agrees that it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information for no purpose other than as necessary to conduct collaboration activities under this Agreement as further contemplated herein. It will treat the Disclosing Party’s Confidential Information with the same security as its own confidential and proprietary information, but in any event, no less than reasonable and appropriate security.

c. Each Party will only permit access to Confidential Information of the other Party to those of its employees or authorized representatives having a need to know such Confidential Information and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

d. The Party to whom Confidential Information was disclosed (the “Recipient”) will not be in violation of this Agreement with regard to a disclosure of Confidential Information that was required by law or in response to a valid order by a court or other governmental body, provided that the Recipient provides the Disclosing Party with prior written notice of such disclosure (if allowed) in order to permit the Disclosing Party to seek confidential treatment of such information.

e. Each Party will immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other Party.

f. Each Party’s obligations under this Agreement with respect to any portion of the other Party’s Confidential Information will terminate if such Information:

i. was publicly available at the time it was communicated to the Recipient by the Disclosing Party;

ii. became publicly available subsequent to the time it was communicated to the Recipient by the Disclosing Party through no fault of the Recipient;

iii. was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient; or

iv. was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Disclosing Party.

g. Reproduction of Confidential Information. Confidential Information will not be reproduced in any form except as required to accomplish the collaboration contemplated under this Agreement. Any reproduction of any Confidential Information by either Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends which appear on the original unless otherwise agreed in writing by the Disclosing Party.

7. Indemnification. BARBRI agrees to and shall release, indemnify, and hold harmless Law

School, and its officers, directors, employees, and agents from and against any and all claims, losses, damages, causes of action, suits, administrative actions, and liabilities of every kind, including reasonable attorneys’ fees and expenses incurred in the investigation, defense and settlement of the foregoing (collectively, “Claims”), to the extent that such Claims arise from the grossly negligent, reckless or intentional acts or omissions of BARBRI in connection with this Agreement.

8. Liability. BARBRI MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES OR THE SYSTEM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR

A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING OUT OF THE

COURSE OF DEALING OR THE COURSE OF PERFORMANCE, AND BARBRI

HEREBY DISCLAIMS THE SAME. IN NO EVENT SHALL EITHER PARTY BE LIABLE

TO THE OTHER PARTY UNDER THIS AGREEMENT AND/OR THE SERVICES

(WHETHER IN TORT, IN STRICT LIABILITY, IN CONTRACT, OR OTHERWISE) FOR

ANY (I) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL

DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, EVEN IF SUCH PARTY

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) AMOUNT

THAT EXCEEDS THE AGGREGATE FEES PAID BY LAW SCHOOL TO BARBRI

UNDER THIS AGREEMENT FOR THE IMMEDIATELY PRECEDING TWELVE

MONTHS. THE ABOVE NOTWITHSTANDING, NOTHING HEREIN SHALL BE

CONSTRUED TO LIMIT (A) BARBRI’S INDEMNIFICATION OBLIGATIONS; (B)

EITHER PARTY IN BRINGING AN ACTION FOR CONTRIBUTION IN THE EVENT OF

A THIRD-PARTY ACTION BASED IN PART ON THE OTHER PARTY’S NEGLIGENCE,

ALLEGED NEGLIGENCE, OR INTENTIONAL MISCONDUCT; (C) CLAIMS FOR

PERSONAL INJURY, INCLUDING DEATH; (D) CLAIMS FOR DAMAGE TO REAL

PROPERTY OR TANGIBLE OR INTANGIBLE PROPERTY ARISING FROM THE ACTS

OR OMISSIONS UNDER THE AGREEMENT OF THE PARTY CLAIMING THE LIMIT;

(E) ANY LOSS OR CLAIM TO THE EXTENT THE LOSS OR CLAIM IS COVERED BY A

POLICY OF INSURANCE MAINTAINED, OR REQUIRED BY THE AGREEMENT TO

BE MAINTAINED, BY THE PARTY CLAIMING THE LIMIT; AND (F) DAMAGES

ARISING FROM BREACH OF DATA SECURITY OR CONFIDENTIALITY

OBLIGATIONS UNDER THE AGREEMENT BY THE PARTY CLAIMING THE LIMIT.

9. Insurance. BARBRI shall at its own expense obtain and maintain throughout the Term general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than $1,000,000.00 per occurrence, and $2,000,000.00 general aggregate to cover such liability caused by, or arising out of, activities of BARBRI and its agents and/or employees while engaged in or preparing for the provision of the goods or services provided under the Agreement. If the goods or services include providing technology services, software, or support, BARBRI shall obtain and maintain cyber liability insurance coverage of not less than $10,000,000.00 per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by Law School, BARBRI shall furnish to Law School certificates of insurance evidencing such insurance is effective prior to commencement of work under the Agreement. By requiring such minimum insurance, Law School shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to BARBRI under the Agreement. BARBRI shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. BARBRI shall, upon request, include Law School as an additional insured on its general liability insurance policy on a primary and non-contributory basis. BARBRI is not relieved of any liability or other obligations assumed or pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

10. Privacy and Security.

a. Records. Each Party will keep complete and accurate records of all of its relevant transactions related to this Agreement. Such records may be inspected, audited, and copied by the other Party or its agents at any time during normal business hours upon giving reasonable prior notice.

b. FERPA. In the course of performing its obligations under this Agreement, BARBRI may receive information protected under the Family Educational Rights and Privacy Act, 20 USC Section 1232g (“FERPA”). BARBRI acknowledges that for the purposes of this Agreement it will be designated as a “school official” with “legitimate educational interests” in such FERPA- protected education records, as those terms have been defined under FERPA and its implementing regulations, and BARBRI agrees to abide by the limitations and requirements imposed on school officials under FERPA. BARBRI will use the FERPA-protected records only for the purpose of fulfilling its duties under this Agreement for the Law School's benefit and will not share such records with or disclose it to any third party except as explicitly provided for in this Agreement, required by law, or authorized in advance in writing by Law School. BARBRI will destroy or return to the Law School in a secure fashion all such records when no longer needed for purposes of fulfilling its obligations under FERPA or this Agreement. If BARBRI experiences a security breach affecting FERPA-protected records or rediscloses any such records, BARBRI will inform the Law School immediately and will work cooperatively with the LAW SCHOOL in fulfilling all federal and state obligations regarding notification and disclosure of the security breach.

c. Privacy and Data Protection Law. Each Party will:

i. comply with all applicable privacy laws related to customer personal data and communications;

ii. comply with all appropriate safeguards and applicable standards that are no less rigorous than accepted industry practice that relates to privacy laws and the protection of customer data;

iii. refrain from any action or inaction that could cause it to breach any privacy laws;

iv. take any reasonable action deemed necessary in its business judgment to maintain compliance with applicable privacy laws, including obtaining consents and making disclosures;

v. ensure that customer/student data collection practices and the use and marketing of such data, and measures adopted for the privacy and security thereof, comply with and are consistent with each Party’s privacy policy and all applicable laws and regulations; and

vi. immediately report the theft, loss, or unauthorized disclosure of customer data to the other Party and, if required, to the appropriate governmental or administrative authority.

11. Legal Relationship. BARBRI subsidiaries, as defined thereafter, may also exercise the rights of BARBRI under this Agreement. It is hereby agreed between the Parties that all rights and obligations existing between the Law School and BARBRI are repeated and apply mutatis mutandis as between the Law School and the respective BARBRI subsidiary, having issued a Statement of Work with reference to this Agreement, unless a written agreement exists to modify them. Where the term BARBBI is used in this Agreement the company name of the respective subsidiary may be read instead. “Subsidiary” shall mean any company where BARBRI directly or indirectly controls 50% or more shares.

12. General Representations. Each Party represents and warrants to the other Party that it has all requisite power and authority to execute and deliver this Agreement and consummate the transactions contemplated herein.

13. Force Majeure. Both Parties shall not be liable in damages (and under conditions of Force

Majeure, Law School shall not have any right to terminate this Agreement except as provided in this Section) for any failure or delay in performance of the Services or providing access to the System by either Party to the extent such failure or delay is caused by conditions beyond its reasonable control and occurring without its fault or negligence (“Force Majeure”) including acts of God, epidemics, flood, drought, lightning, other severe weather conditions, fire, earthquake, and other natural disasters; riot, or other civil disturbance or disobedience; compliance with any court order, law, regulation or ordinance of any governmental authority having jurisdiction over either Party; war, sabotage, terrorism, blockades or other national or international hostilities; or any other event or circumstance, whether similar or dissimilar to those enumerated herein, beyond the reasonable control of either Party and occurring without its fault or negligence. If either parties’ obligations under this Agreement become impracticable of performance, wholly or in part, by Force Majeure, the party invoking this clause (“Invoking Party”) shall give prompt written notice to the Law School of the event of Force Majeure. The obligations of the Invoking Party shall then be suspended during the period of any inability so caused. The Invoking Party shall use its commercially reasonable efforts to resolve, eliminate or terminate the event of Force Majeure as quickly as practicable. If the suspension of performance continues for 60 days after the date of the occurrence either party shall have the right to terminate this Agreement without liability to the Invoking Party, except as provided in Section 8.

14. Independent Contractor. The Parties agree that they are independent contractors hereunder. No agency, employment, partnership, or joint venture relationship exists between or is otherwise intended by the Parties. Neither Party is an affiliate of the other, will have the authority to act for or bind the other, or will make any representation that would indicate apparent agency, employment, partnership, or joint venture relationship.

15. Entire Agreement. This writing, including fully executed SOWs and Attachments thereto, contains the entire Agreement of the Parties regarding the subject matter hereof. No representations were made or relied upon by either party other than those that are expressly set forth herein.

16. Modification. No agent, employee, or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by authorized officers of the respective Parties.

17. Assignment. Neither this Agreement nor any of the rights, interests, duties, or obligations thereof may be assigned or transferred by either Party in whole or in part without the prior written consent of the other Party. This prohibition will not include a transfer of ownership of either Party, for which consent of the other party is not required. Any attempt by either party to assign its rights or obligations hereunder without compliance with this section shall be void.

18. Severability. If any provisions of this Agreement or any portion thereof are held to be invalid or unenforceable, the remainder of the Agreement will still remain in force, and the

Parties agree to act in good faith to revise and replace any provisions or portion thereof held invalid with an enforceable provision which reflects, to the greatest extent possible, the original intention of the Parties.

19. Survival. Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement will survive the termination or expiration of this Agreement.

20. Waiver. Waiver by one Party of a breach of any portion of this Agreement by the other

Party will not be considered as a continuing waiver or a change to the terms and obligations of this Agreement.

21. Dispute Resolution. The Parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the Parties, who have the authority to settle the same.

22. Controlling Law and Venue. The validity, interpretation, and performance of this

Agreement will be controlled and construed under the laws of the State of Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party hereunder shall be in the state courts located in Lancaster County, Nebraska. Any legal action by BARBRI in relation to the Agreement shall be instituted in accordance with the provisions of the Nebraska State Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81- 8,306).

23. Notice. The Parties must provide any written notice required under this Agreement electronically, or via overnight or certified mail, to the persons designated below or as later modified in writing by the Parties.

If to BARBRI: BARBRI Group

12222 Merit Drive, Suite 1340 Dallas, Texas 75251 Attn: Dan Wilson CFO Email: dan.wilson@barbri.com Email: legal@barbri.com

If to Law School: UNL College of Law 103 McCollum Hall PO Box 830902 ATTN: Richard Moberly and Cindy Harris Title: Dean and Business Operations Manager Email: moberly@unl.edu, cindy.harris@unl.edu

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645 mailto:dan.wilson@barbri.com mailto:moberly@unl.edu

24. Headings. Section headings in this Agreement are for convenience only and are not to be considered a part of this Agreement.

25. Counterparts. This Agreement and any SOWs may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same Agreement and will become effective when counterparts have been signed by each Party and delivered to the other Party. Transmission of signature pages by facsimile or by e-mail in a “pdf” format is acceptable.

26. Work Status Verification. BARBRI and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4- 114.

27. Debarment List. BARBRI certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart

9.4. BARBRI also certifies that BARBRI, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in Federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the Term, and BARBRI shall immediately notify Law School of any change in the status of the certification and warranty set forth in this section. If BARBRI becomes excluded from Federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, this Agreement may be terminated immediately, for cause, by Law School. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of BARBRI become excluded from Federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by BARBRI to remove such excluded individual immediately shall provide Law School the right to terminate this Agreement immediately for cause.

28. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, Law School is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of BARBRI (a) to notify Law School of any requested redactions to this Agreement, any amendment to this Agreement, and any document incorporated by reference into this Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, BARBRI shall defend any challenge to such redactions at its own expense.

BARBRI’s failure to request redactions to any contracts or documents released by Law School under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

29. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to Law School regarding, related to, or part of this Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with Law School’s interpretation and application of applicable law. It shall be the sole responsibility of BARBRI

(a) to notify Law School of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, BARBRI shall defend any challenge to such requested redactions at its own expense. BARBRI’s failure to request redactions to any information or records released by Law School under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

30. Equal Opportunity (intentionally bolded). If this Agreement is for $10,000 or more and involves federal funds, then BARBRI shall comply with 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a), incorporated by reference with the following statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin or for inquiring about, discussing, or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.”

31. Affirmative Action Program. If BARBRI has fifty (50) or more employees and this Agreement involves payment of $50,000 or more in federal funds to BARBRI, then BARBRI shall develop or maintain an affirmative action program as described in 41 CFR 60‐2 or 41 CFR 60‐741, subpart C, as applicable. If BARBRI has fifty (50) or more employees and this Agreement involves payment of $150,000 or more in federal funds to BARBRI, then BARBRI shall develop or maintain an affirmative action program as described in 41 CFR 60‐300, subpart C.

32. Nondiscrimination. Neither BARBRI nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment Practice Act (Neb. Rev. Stat.

§§ 48-1101 to 48-1125).

33. Conflict of Interest. BARBRI certifies, to the best of its knowledge and belief, that there is no unresolved actual or potential conflict of interest related to this Agreement If an actual or potential conflict of interest related to this Agreement arises during the Term, BARBRI shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or Law School determines BARBRI’s certification set forth in this section is false, Law School may declare this Agreement void and of no further force or effect and Law School shall have no further obligations under this Agreement.

34. Compliance. BARBRI and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable Law School policies.

35. Unavailability of Funding. Due to possible future reductions in State and/or Federal funds, Law School cannot guarantee the continued availability of funding of this Agreement notwithstanding the consideration contained within this Agreement. In the event funds to finance this Agreement become unavailable, either in full or in part, due to such reductions, Law School may terminate this Agreement or reduce the consideration upon notice in writing to BARBRI. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). Law School shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, BARBRI may cancel this Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to Law School. BARBRI shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the date of the notice of termination. In the event of unavailability of funding, Law School shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

36. No Personal Liability. In no event shall any regent, official, officer, employee, agent, or student of Law School be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Agreement, express or implied.

37. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat.