DOC1622210745.pdf

University of Nebraska Non-Competitive Purchase Documentation

Board of Regents Policy 6.2.1.10 (b) provides that “except as otherwise provided in this purchasing policy, any purchase committing the University to an expenditure of $150,000 or more shall be made to the lowest responsible bidder.” Board of Regents Policy 6.2.1.7 provides that “If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. There are exceptions allowed to this policy in 6.2.1.10 (f), which explains when competitive bidding is not required.

This form is designed to assist in complying with policy. It is to be used for purchases of $150,000 or more that are not competitively bid or small purchases where quotations are not obtained. It must be signed by the person seeking the non-competitive purchase, as well as the funding approver and returned to your campus procurement office or the Office of the Vice President for Business and Finance.

INSTRUCTIONS for Completion of this Form:

Please check the category below for which your particular transaction qualifies as a non-competitive purchase. The column § (subsection) refers to Board Policy 6.2.1.10 (f). Incomplete forms will be returned.

§ EXCEPTION TO COMPETITIVE PURCHASE

1. Purchase of unique or non-competitive articles or services (e.g., “Sole Source”). Without limiting the generality of the foregoing sentence, examples of unique or non-competitive articles and services are public utility services, regulated central office telephone services, books, pamphlets and periodicals, and specially designed business, research or scientific equipment and related software. This category of purchase shall be accompanied by a written justification from the requesting unit and must have the prior written approval by the principal business officer or their designee.

2. Contracts for professional services; provided, however, that any contract for architectural, engineering, land surveying or landscape architectural services shall be made in accordance with applicable law and Board of Regents policies requiring competitive negotiations for such services. “Professional Service” means (a) any type of service which requires a license or other legal authorization as a condition precedent to the rendering of the service, or (b) any other type of service commonly recognized as a professional service, including, but not limited to, accounting and auditing, actuarial, legal, personnel, financial, computing, management, marketing, educational program planning or evaluation, facilities planning or evaluation, insurance and risk management, or travel agency services. (See RP-6.2.1(4)(h))

3. Purchases necessary in emergency situations.

4. Contracts for maintenance or servicing of equipment with the manufacturer of the equipment or the manufacturer's authorized service agent, where in the judgment of the principal business officer such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

5. Contracts on capital construction projects (a) for the services of a construction manager who may or may not at the discretion of the University also be engaged on the project as the general contractor or (b) for the services of a design/build contractor who will be engaged on the project to furnish design services by a qualified architect or engineer and to provide general contractor services; provided, the contracts shall be awarded in accordance with RP-6.3.7.

Additional Required Information:

Supplier Name: Amount of Purchase:

Description Supporting Non-Competitive Purchase Determination:

Check HERE if additional supporting documentation attached In accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel, by signing below, you hereby affirm that you have no conflict of interest in the selection of this supplier, nor will you receive personal or financial benefit from this purchase.

Requestor’s Signature Requestor’s Name (Printed) Date

Funding Approver's Signature Funding Approver’s Name (Printed) Date

Submitted By (Procurement Services): Approved By:

Signature Date

Name (Printed): _________________________________ _____

Signature Date

Name (Printed): ______________________________________ getBridge, LLC $844,350 ($281,450/year for three year renewal)

Drew Nielsen

06/24/25 | 08:47 CDTAlex Caruso

On Behalf of multiple departments

Shanon Wright

06/24/25 | 09:48 CDT

Doug Carlson

06/25/25 | 10:53 CDT

Compliance

Varner Hall | 3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.554.3715 nebraska.edu

Date: June 23, 2024

Subject: Extension of Agreement with getBridge, LLC

To whom it may concern, The Bridge learning management system serves as the University’s primary software platform to offer compliance, human resources, and professional development training to our university community.

Courses offered in Bridge include but are not limited to: Title IX/sexual misconduct, information technology security, FERPA and HIPAA training, new hire orientation, search committee training, purchasing card training, lab safety, faculty/staff development courses, and more. In 2024, over 140,000 courses from nearly 56,000 different learners were completed via Bridge.

We have invested a considerable amount of university time and resources to ensure the success of Bridge. This renewal will allow us to continue to capitalize on those efforts, offering a wide variety of training content to the entire University system in an effective and efficient manner. Consistent with our current agreement for Bridge, the renewal provides a license for every University system employee and student.

Please let me know if you have any questions or would like to discuss further.

Sincerely, Drew Nielsen Chief Compliance Officer University of Nebraska System

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 Learning Technonlogies Group Inc GetBridge LLC

Contact Mark Rini

Sourcing Agent Alex Caruso Email Mark.rini@getbridge.com

REQUESTING DEPARTMENT

Participating Campuses

UNOP

Administrative Unit/Dept.

Department Contact Drew Nielsen – dnielsen17@nebraska.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

This is a system-wide 3 year renewal of our Bridge Learning Management system. Bridge provides the University with a mechanism to meet the training requirements identified in University policy such as Executive Memorandum No.

16 and Executive Memorandum No. 44. This has been reviewed by General Counsel previously.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW33026 $844,350.00 8/10/2025 8/09/2028

COMPETITION/BID INFORMATION

Bid Number N/A

Competition NCPD Approved

Contract Information

Bridge provides the University with a mechanism to meet the training requirements identified in University policy such as Executive Memorandum No.

16 and Executive Memorandum No. 44.

INTERNAL USE ONLY

CW33026

Renewal Notice - NO. Q-33512-20250616-1055 434 Fayetteville Street, Suite 900, Raleigh, NC 27601

CUSTOMER INFORMATION

Customer Name University of Nebraska System

Billing Contact Diona Hartwig Billing Address 3835 Holdrege Street

Lincoln, Nebraska 68503 United States

Billing Phone (402) 472-2111 Billing Email dionahartwig@nebraska.edu

Primary Contact Diona Hartwig Customer Address: 3835 Holdrege Street

Lincoln, Nebraska 68503 United States

(402) 472-2111 dionahartwig@nebraska.edu

PO & TAX INFORMATION

PO Required? \poRequired_1_text\ PO Number: \poNumber_1_text\

Tax Exempt Y/N? \TaxExemptYorN_1_text

Tax Exempt Number \TaxExemptNumber_1_text

Tax Exempt State \TaxExempState_1_text\

ORDER INFORMATION

Order Form Date 2025-06-16 Order Form Term 36 Payment Terms Net 30

Master Agreement Reference:

Subject to the "Bridge Terms and Conditions" contained in Agreement UN10232023Bridge between the Parties dated 23 Oct 2023.

Billing Terms: Annual 30 days in advance (3 year term)

Customer Contact Mark Rini Order Form Start Date 2025-08-10 Order Form End Date 2028-08-09

TERM 1

2025-08-10 2026-08-09

TERM 2

2026-08-10 2027-08-09

TERM 3

2027-08-10 2028-08-09

Item DESCRIPTION QTY Unit type Term 1 Value Term 2 Value Term 3 Value TOTAL

Bridge Learn Suite (Annual Active Users) 43,300 User(s) USD 281,450.00 USD 281,450.00 USD 281,450.00

USD 844,350.00

Bridge Admin Support 1 Unit(s) USD 0.00

USD 281,450.00 USD 281,450.00 USD

281,450.00

TOTAL: USD 844,350.00

Bridge - Renewal Notice - NO. Q-33512-20250616-1055

ORDER PRICING SUMMARY

One-Time Fees USD 0.00

Recurring Fees USD 844,350.00

TOTAL NET AMOUNT USD 844,350.00

Deliverable Product Name Unit Type Deliverable Description

Bridge Learn Suite (Annual Active Users)

User(s) Advanced video functionality for Bridge, Includes auto speech to text, translations, and interactive chapters and commenting on video content and detailed video analytics.

Bridge Admin Support Unit(s) Admin Support included per year

Bridge Learn Suite (Annual Active Users)

Annual Active Users

Bridge Learn

Additional Notes (If applicable)

Date of Notice: 2025-06-16

Assumption:

By executing this order form each party agrees to be legally bound by the applicable terms and conditions agreed to in the original contract or, in the absence of such, the terms found here.

https://www.getbridge.com/terms-and-conditions/ getBridge, LLC Board of Regents of the University of Nebraska

Signature: \s2\ Signature: \s1\

Printed Name:

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Printed Name:

\n1\

Title:

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Title:

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Date: :

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Bridge - Renewal Notice - NO. Q-33512-20250616-1055

VP of Revenue

06/24/25 | 12:32 CDT

Luke Gentzler

AVP & Director of University Services

Doug Carlson

06/25/25 | 10:53 CDT

https://www.getbridge.com/terms-and-conditions/

Non-Competitive Purchase Documentation

Board of Regents Policy 6.2.1.10 (b) provides that “except as otherwise provided in this purchasing policy, any purchase committing the University to an expenditure of $150,000 or more shall be made to the lowest responsible bidder.” Board of Regents Policy 6.2.1.7 provides that “If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. There are exceptions allowed to this policy in 6.2.1.10 (f), which explains when competitive bidding is not required.

This form is designed to assist in complying with policy. It is to be used for purchases of $150,000 or more that are not competitively bid or small purchases where quotations are not obtained. It must be signed by the person seeking the non-competitive purchase, as well as the funding approver and returned to your campus procurement office or the Office of the Vice President for Business and Finance.

INSTRUCTIONS for Completion of this Form:

Please check the category below for which your particular transaction qualifies as a non-competitive purchase. The column § (subsection) refers to Board Policy 6.2.1.10 (f). Incomplete forms will be returned.

§ EXCEPTION TO COMPETITIVE PURCHASE

1. Purchase of unique or non-competitive articles or services (e.g., “Sole Source”). Without limiting the generality of the foregoing sentence, examples of unique or non-competitive articles and services are public utility services, regulated central office telephone services, books, pamphlets and periodicals, and specially designed business, research or scientific equipment and related software. This category of purchase shall be accompanied by a written justification from the requesting unit and must have the prior written approval by the principal business officer or their designee.

2. Contracts for professional services; provided, however, that any contract for architectural, engineering, land surveying or landscape architectural services shall be made in accordance with applicable law and Board of Regents policies requiring competitive negotiations for such services. “Professional Service” means (a) any type of service which requires a license or other legal authorization as a condition precedent to the rendering of the service, or (b) any other type of service commonly recognized as a professional service, including, but not limited to, accounting and auditing, actuarial, legal, personnel, financial, computing, management, marketing, educational program planning or evaluation, facilities planning or evaluation, insurance and risk management, or travel agency services. (See RP-6.2.1(4)(h))

3. Purchases necessary in emergency situations.

4. Contracts for maintenance or servicing of equipment with the manufacturer of the equipment or the manufacturer's authorized service agent, where in the judgment of the principal business officer such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

5. Contracts on capital construction projects (a) for the services of a construction manager who may or may not at the discretion of the University also be engaged on the project as the general contractor or (b) for the services of a design/build contractor who will be engaged on the project to furnish design services by a qualified architect or engineer and to provide general contractor services; provided, the contracts shall be awarded in accordance with RP-6.3.7.

Additional Required Information:

Supplier Name: Amount of Purchase:

Description Supporting Non-Competitive Purchase Determination:

Check HERE if additional supporting documentation attached In accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel, by signing below, you hereby affirm that you have no conflict of interest in the selection of this supplier, nor will you receive personal or financial benefit from this purchase.

Requestor’s Signature Requestor’s Name (Printed) Date

Funding Approver's Signature Funding Approver’s Name (Printed) Date

Submitted By (Procurement Services): Approved By:

Signature Date

Name (Printed): _________________________________ _____

Signature Date

Name (Printed): ______________________________________ getBridge, LLC $555,090.03

Drew Nielsen 7/25/23

Attached

10/27/2023 | 14:25 CDTOn behalf of multiple depts Shanon Wright

11/01/2023 | 07:43 CDT

Shanon Wright Chris Kabourek

11/10/2023 | 13:32 CST

SUBJECT: Extension of Agreement for the Bridge Learning Management System

To whom it may concern, The University of Nebraska purchased and implemented the Bridge Learning Management System

(LMS) in the fall of 2020. The current term is set to expire in August 2023. This product is the first

LMS at the University utilized for the purposes of training its faculty, staff, and students. It’s allowed the

University to reach the entire University population efficiently and effectively with over 282,050 training courses completed since its implementation. Furthermore, Bridge provides the University with a mechanism to meet the training requirements identified in University policy such as Executive

Memorandum No. 16 and Executive Memorandum No. 44.

During the initial term, the University expended a considerable amount of effort and resources to ensure the success of Bridge. This includes but is not limited to establishing data feeds, HRIS and SIS integration, course/content development, and reporting capabilities. To fully realize the benefits of that effort, and to maintain operational continuity, I am requesting a three-year renewal for the Bridge LMS.

If you have any questions or require additional information, please let me know.

Thank you, Drew Nielsen

Chief Compliance Officer

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 LEARNING TECHNOLOGIES GROUP INC Contact Jonathan Cook

Email jonathan.cook@getbridge.co m

REQUESTING DEPARTMENT

Participating Campuses

Uwide

Administrative Unit/Dept.

Compliance

Primary Contact Name

Drew Nielsen

Primary Contact Email

Drewnielsen@unomaha.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

**updated 2 year term** This is a system-wide agreement (renewal) for our Bridge Learning Management System. Bridge provides the University with a mechanism to meet the training requirements identified in University policy such as Executive Memorandum No. 16 and Executive Memorandum No. 44.

Reviewed by General Counsel

Purchase Category IT / Software

Total Amount of Spend

555,090.03 USD Start Date 8/9/2023

12:00 AM

End Date 8/8/2026 11:59 PM

BID INFORMATION

Bid Number N/A Competitive Review Findings

Non-Competitive Purchase Approved

Contract Information Bridge provides the University with a mechanism to meet the training requirements identified in University policy such as Executive Memorandum No.

16 and Executive Memorandum No. 44.

INTERNAL USE ONLY

PRO-IT-002317

Order Form 23 Oct 2023

UN10232023Bridge

University of Nebraska System – UN10232023Bridge – 23 Oct 2023 Page 1 of 8 getBridge, LLC, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601

434 Fayetteville Street, Suite 900, Raleigh, NC 27601

Board of Regents of the University of Nebraska 3835 Holdrege Street Lincoln, Nebraska 68503 United States

Jay Killion jay.killion@nebraska.edu 402-554-3758

Billing Contact: Jay Killion jay.killion@nebraska.edu 402-554-3758

Billing Address: 3835 Holdrege Street Lincoln, Nebraska 68503 United States

Payment Terms: Net 30 From Invoice Date Ship to (Sales Tax):

Billing Terms: Annually, upon execution and 30 days before each anniversary of the Term Start Date

ORDER INFORMATION

Order Form Date: 23 Oct 2023 Contract Start Date: 10 Aug 2023 Pricing Valid Until: 31 Oct 2023 Contract End Date:

Service Term:

PRODUCT INFORMATION

9 Aug 2025 24 Month(s)

Products Quantity Unit Type Dates of Service Price Per Metric Total Year 1 Learning: Subscription 14,000. User 10 Aug 2023 - 9 Aug 2024 $14.40 USD $201,600.00 Learning Extended Enterprise: Subscription 45,161. User 10 Aug 2023 - 9 Aug 2024 $1.59 USD $71,805.99 Bridge Advanced Video 59,161. User(s) 10 Aug 2023 - 9 Aug 2024 $0.00 USD $0.00 Bridge - Admin Support 1.00 Included 10 Aug 2023 - 9 Aug 2024 $0.00 USD $0.00

Term Year Total USD $273,405.99

Year 2 Learning: Subscription 14,000. User 10 Aug 2024 - 9 Aug 2025 $14.83 USD $207,620.00 Learning Extended Enterprise: Subscription 45,161. User 10 Aug 2024 - 9 Aug 2025 $1.64 USD $74,064.04 Bridge - Admin Support 1.00 Included 10 Aug 2024 - 9 Aug 2025 $0.00 USD $0.00 Bridge Advanced Video 59,161. User(s) 10 Aug 2024 - 9 Aug 2025 $0.00 USD $0.00

Term Year Total USD $281,684.04

Contract Total USD $555,090.03

BILLING INFORMATION

mailto:jay.killion@nebraska.edu mailto:jay.killion@nebraska.edu

UN10232023Bridge

University of Nebraska System – UN10232023Bridge – 23 Oct 2023 Page 2 of 8 getBridge, LLC, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601

PURCHASE ORDER AND TAX INFORMATION

Does your organization require a PO number?

PO # (Type N/A if non-applicable):

Is your organization Tax Exempt?

Tax Exempt # (Type N/A if non-applicable):

Metric Description

User User Metric reflects the maximum number of individuals authorized by the Customer to access and/or use the Service and Customer has paid for such access and/or use.

Deliverable Product Description Contract End Date

Learning: Subscription Learning Subscription: User Metric 9 Aug 2025

Learning Extended Enterprise:

Subscription

Bridge Learn Extended Enterprise Subscription: User Metric 9 Aug 2025

Bridge Advanced Video Additional video functionality embedded within the Bridge. 9 Aug 2025

Bridge - Admin Support Admin Support 9 Aug 2025

By executing this order form each party agrees to be legally bound by the applicable terms and conditions attached to this order form.

Additional Notes (if applicable):

UN10232023Bridge

University of Nebraska System – UN10232023Bridge – 23 Oct 2023 Page 3 of 8 getBridge, LLC, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601 getBridge, LLC Board of Regents of the University of Nebraska (“Customer”)

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

President

Peter Brussard

11/10/2023 | 10:53 CST 11/10/2023 | 13:32 CST

Chris Kabourek

Senior VP | CFO

UN10232023Bridge

University of Nebraska System – UN10232023Bridge – 23 Oct 2023 Page 4 of 8 getBridge, LLC, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601

Bridge Terms and Conditions These terms and conditions apply to the provision of the products or services by getBridge, LLC (“Bridge”) to the entity identified in the Order Form (“Customer”). An “Order Form” means any order for the provision of products or services signed by Customer. These terms are incorporated into the Order Form and together with the University of Nebraska Legal and Policy Compliance Addendum and Data Security Addendum, form the “Agreement.” Bridge and Customer are referred to in this Agreement each as a “party” and together as the “parties.”

1. Service. Subject to the terms of this Agreement, Bridge will provide to Customer proprietary software as a service offering(s) made available through a URL in a hosted environment (together with any other products and services identified in the Order Form, the “Service”). All rights in and to the Service not expressly granted to Customer in this Agreement are reserved by Bridge. Bridge shall: (a) deploy all updates and upgrades to the Service to Customer that Bridge provides to its customers generally for no additional charge; and (b) provide support available at https://www.getbridge.com/support-terms/ (“Support”) pursuant to the terms described on the Order Form. For purposes of this Agreement, “User” means an individual who is authorized by the Customer to use the Service and for whom Customer has purchased a subscription. The Service has usage limitations based on the number of Users or other metrics as set forth on the Order Form (“Quantity”). Customer shall maintain accurate records regarding Customer’s actual use based on the number of its users, employees or other applicable metric (“Actual Use”) and shall make such information promptly available to Bridge upon request. Unless otherwise set forth in an Order Form, when Customer's Actual Use exceeds the applicable Quantity, Customer shall, upon receipt of Bridge's invoice, pay additional fees on a proportionate basis for the excess use for prior excess use and for the remainder of the term.

2. Customer Restrictions. Customer shall not (and shall not permit Users to): (a) sell, resell, rent, lease, lend, sublicense, distribute, assign, timeshare, or otherwise transfer or provide access to the Service to any third party except as expressly authorized under this Agreement; (b) use or access the Service for competitive purposes; (c) copy, modify, adapt, or create derivative works from any feature, function, interface, or graphic in the Service; (d) remove or modify Bridge’s policies or proprietary markings displayed within the Service; (e) use, interfere with, disrupt or circumvent the integrity, security or performance of the Service, including by probing, scanning, or testing any Bridge system or network or its security or authentication measures; (f) store or transmit any malicious code; (g) permit direct or indirect access to or use of any Service or Customer Content (as defined below) in a way that circumvents a contractual usage limit; (h) attempt to gain unauthorized access to the Service, its related systems or networks or Third-Party Services (as defined below); (i) use the Service or any Third-Party Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; or (j) use the Service to distribute software or tools that gather information, distribute advertisements, or engage in conduct that may result in retaliation against Bridge or its data, systems, or networks. Use and access to the Application Program Interface (“API”) will be subject to the Bridge API Policy available at https://www.getbridge.com/bridge-terms-of-use/.

3. Customer Responsibilities. Customer shall have sole responsibility for Customer Content and use of the Service by Users in compliance with this Agreement and the Acceptable Use Policy available at https://www.getbridge.com/bridge-terms-of-use/ and incorporated into the Agreement by this reference. (the “AUP”). Customer agrees to reasonably assist Bridge in connection with a User’s adherence to the AUP. Customer further agrees to use commercially reasonable efforts to: (a) maintain the confidentiality and security of passwords and abide by any access protocols or credential requirements set by Bridge; (b) obtain from Users any consents necessary under this Agreement or to allow Bridge to provide the Service; (c) prevent unauthorized access to or use of the Service; (d) notify Bridge promptly of any such unauthorized access or use of which it learns; (e) cooperate reasonably in all respects with respect to implementation, access, support, and maintenance of the Service; and (f) ensure that a current email address is associated with each User’s account.

4. Representations. Each party represents that (a) it has the power and authority to validly enter into this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by such party, (c) the execution and delivery of this Agreement does not violate or conflict with any other agreement, license, or obligation of such party, (d) it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from or on behalf of any employees or agents of the other party in connection with this Agreement, and (e) it is financially solvent and has the ability to perform its obligations hereunder.

5. Bridge Warranties.

a. General. Bridge warrants that: (a) it shall implement reasonable administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the Customer Content; (b) the functionality or features of the Service and Support may change but will not materially degrade during the Term; and (c) the Service will materially conform to its then-current documentation. As Customer's sole and exclusive remedy for Bridge’s breach of the warranties set forth in this Section 5.a.: (i) Bridge shall correct the non-conforming Service at no additional charge to Customer; or (ii) in the event Bridge is unable to correct such deficiencies after good-faith efforts, Bridge shall refund Customer amounts paid that are attributable to the defective Service from the date Bridge received such notice. Customer must report deficiencies in writing to Bridge within thirty (30) days of their identification in order to receive any warranty remedies herein.

b. Accessibility. Customer affords equal opportunity to individuals in its employment, services, programs and activities in accordance with federal and state laws, including Sections 504 and 508 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act. This https://www.getbridge.com/support-terms/ https://www.getbridge.com/bridge-terms-of-use/ https://www.getbridge.com/bridge-terms-of-use/ https://www.getbridge.com/bridge-terms-of-use/

UN10232023Bridge

University of Nebraska System – UN10232023Bridge – 23 Oct 2023 Page 5 of 8 getBridge, LLC, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601 includes effective communication and access to information and communication technology (“ICT”) resources for individuals with disabilities.

Bridge acknowledges and warrants that the core functionality of its ICT provided to Customer pursuant to the Agreement substantially conforms to the W3C Web Content Accessibility Guidelines, version 2.1 (“WCAG 2.1”) at conformance level A and AA and accessibility management processes are in place to continuously assess and remediate compliance gaps to current and succeeding versions of the W3C standards .

If during the Term of the Agreement, Customer identifies an issue of reasonable concern related to accessibility of the ICT that renders the application inaccessible to individuals with disabilities, Bridge shall endeavor in good faith to coordinate a mutually agreeable remediation plan and timeline with Customer who shall act in good faith. If no agreement can be found within a reasonable time, Customer shall during a reasonable timeframe be entitled to terminate the Agreement on no less than 30 days' written notice. Upon termination of the Agreement, Customer shall promptly pay Bridge for all fees incurred up to and including the effective date of termination or Bridge will refund to Customer a prorated share of any prepaid fees..

c. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5 AND TO THE MAXIMUM EXTENT OF THE LAW, BRIDGE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, BRIDGE DOES NOT WARRANT THE RESULTS OR OUTCOMES FROM USE OF THE SERVICE OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT THE FOREGOING DISCLAIMER IS EXPRESSLY PROHIBITED BY LAW, ANY AVAILABLE WARRANTY SHALL BE LIMITED TO THIRTY (30) DAYS AND TO THE SERVICE REMEDIES PROVIDED BY BRIDGE IN THIS SECTION 5.

6. Fees. As consideration for the subscription to the Service, Customer shall pay all fees set forth in an Order Form (“Fees”) annually in advance, thirty (30) days after receipt of an invoice or as otherwise agreed to in the Order Form. If Customer requires a purchase order (P.O.), it shall be provided when the Order Form or SOW is signed. In no event shall Customer's failure or delay in providing a P.O. alter its payment obligations under the relevant Order Form or SOW. All Fees owed by Customer are exclusive of, and Customer shall pay all applicable sales, use, VAT, excise, withholding, and other taxes that may be levied in connection with this Agreement. Bridge reserves the right (in addition to any other rights or remedies Bridge may have) to discontinue the Service and to suspend all Users’ and Customer’s access to the Service if any Fees are overdue until such amounts are paid in full. Except as expressly set forth in this Agreement, all Fees are non-refundable.

7. Service Standard. Bridge will use commercially reasonable efforts to make each Service available with an annual uptime percentage of at least 99.9% (“Service Commitment”).

8. Compliance. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement, including with respect to personally identifiable information from records that are subject to applicable privacy laws, including, but not limited to, the Family Educational Rights and Privacy Act, as amended (“FERPA”); and the California Consumer Privacy Act (“Personal Information”). Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that:

(a) is located in a country that is subject to a U.S. government embargo; or (b) is listed on any U.S. government list of prohibited or restricted parties.

9. School Official. Bridge is performing an institutional service or function that would ordinarily be performed by Customer employees and, accordingly, Customer hereby designates Bridge as a school official with a legitimate educational interest in the education records of Customer’s students under FERPA. Bridge agrees to abide by the limitations on re-disclosure of personally identifiable information from education records set forth in FERPA.

10. Customer Content. As between Bridge and Customer, any and all information, data, results, plans, sketches, text, files, links, images, photos, videos, audio files, notes, or other materials uploaded by a User through the Service (“Customer Content”) remain the sole property of Customer. Bridge may use the Customer Content solely to provide and improve the Service in accordance with this Agreement or Customer’s instructions. Bridge and Customer acknowledge that Customer Content may include education records as defined in FERPA but shall exclude any student financial information. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BRIDGE DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM CUSTOMER’S USE OF THE SERVICES TO

COLLECT, STORE OR MANAGE ANY STUDENT FINANCIAL INFORMATION.

11. Data Use. Customer agrees that data derived from Bridge’s provision of the Service or Customer’s use of the Service (“Usage Data”) may be used by Bridge for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules. Such Usage Data will only be used in its aggregated and anonymized form and such results may be used by Bridge for any lawful purpose not otherwise excluded by this Agreement. As between the parties, Bridge owns the Usage Data.

Notwithstanding anything contained in this Agreement to the contrary, Usage Data does not include Customer Content or any information that identifies or can be reasonably used to identify an individual person or Customer.

UN10232023Bridge

University of Nebraska System – UN10232023Bridge – 23 Oct 2023 Page 6 of 8 getBridge, LLC, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601

12. Third-Party Services. Customer may access third-party services, content or links through the use of the Service (collectively “Third-Party Services”). Bridge does not control Third-Party Services or make any representations or warranties with respect to Third-Party Services. In addition, Bridge is not responsible for Third-Party Services.

13. Limitation of Liability.

a. EACH PARTY AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OR INACCURACY OF DATA, RECORDS OR INFORMATION, COST(S) OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, AND ANY FAILURE OF DELIVERY OF THE SERVICE), EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH

DAMAGES.

b. EXCEPT FOR ANY DAMAGES FOR ANY CAUSE WHATSOEVER RELATED TO THE GROSS NEGLIGENCE, FRAUD OR THE WILLFUL MISCONDUCT OF A PARTY ITS EMPLOYEES, ITS SUBCONTRACTORS, OR ITS AGENTS; THE DEATH, BODILY INJURY OF ANY PERSON CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF A PARTY; PAYMENT OBLIGATIONS; A MATERIAL BREACH OF CONFIDENTIALITY OBLIGATIONS RESULTING IN A DISCLOSURE OF PERSONAL DATA AS SET FORTH IN SECTION 13 OF THIS AGREEMENT (IN RESPECT OF WHICH BRIDGE’S AGGREGATE LIABILITY SHALL BE AT THE LIMIT SPECIFIED IN SECTION 12(C)); AND INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 18(A) (IN RESPECT OF WHICH BRIDGE’S AGGREGATE LIABILITY SHALL BE AT THE LIMIT SPECIFIED IN SECTION 12(C)), EACH PARTY’S CUMULATIVE MAXIMUM LIABILITY TO THE OTHER PARTY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT WITHIN

THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

c. BRIDGE’S TOTAL AGGREGATE LIABILITY UNDER OR IN RESPECT OF ANY MATERIAL BREACH OF CONFIDENTIALITY OBLIGATIONS RESULTING IN A DISCLOSURE OF PERSONAL DATA AS SET FORTH IN SECTION 14 OF THIS AGREEMENT AND

ANY INDEMNITY OBLIGATION UNDER THIS AGREEMENT SHALL BE LIMITED TO $2,000,000.

14. Confidentiality. Each party acknowledges that it or any entity that directly, or indirectly through one or more intermediaries’ controls, is controlled by or is under common control with such party (an “Affiliate”) may disclose (in such capacity the “Disclosing Party”) Confidential Information to the other party or its Affiliates (in such capacity, the “Receiving Party”) in the performance of this Agreement.

Accordingly, the Receiving Party shall to the extent allowed by law: (a) keep the Confidential Information disclosed by the other party confidential; (b) use Confidential Information only for purposes of fulfilling its obligations and exercising its rights hereunder; and (c) disclose such Confidential Information only to the Receiving Party’s employees or Affiliates who have a need to know and only for the purposes of fulfilling this Agreement or to the extent required by law. As used herein, “Confidential Information” means any and all non-public, confidential and proprietary information, data, or know-how, including all Customer Content, Personal Information, and information about the Disclosing Party’s businesses, operations, finances, properties, employees, relationships with third parties, plans, trade secrets, and other intellectual property and all analyses, compilations, forecasts, studies, summaries, notes, reports, memoranda, interpretations, data, and other materials which contain or are generated from the Confidential Information, whether disclosed in writing, orally, electronically, or by other means, and whether or not identified as confidential. For the avoidance of doubt, any non-public aspect of the Service will be considered the Confidential Information of Bridge. Confidential Information shall not include information that: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) is rightfully received by the Receiving Party by a third party without a duty of confidentiality; (iii) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party; or (iv) is identified by the Disclosing Party in writing as no longer confidential and proprietary. Notwithstanding the restrictions above, the Receiving Party may disclose the Confidential Information pursuant to law, regulation, subpoena or court orders, provided that (if allowed by law) the Receiving Party promptly notifies the Disclosing Party in writing prior to making any such disclosure to permit the Disclosing Party an opportunity to prevent disclosure or seek an appropriate remedy from the proper authority. Unless the disclosure is required by applicable law, the Receiving Party agrees to cooperate with the Disclosing Party in seeking such order or other remedy. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required (based on the advice of counsel) and, unless disclosure is required by applicable law, will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded the Confidential Information. Further, any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Service as well as to disclosures required by or under applicable law or related government agency actions. Bridge will also comply with all court orders or subpoenas involving requests for such information.

15. Proprietary Rights. As between Customer and Bridge, Bridge’s Intellectual Property Rights are, and shall at all times remain the sole and exclusive property of Bridge. Bridge shall have the right, in its sole discretion, to modify Bridge’s Intellectual Property Rights.

UN10232023Bridge

University of Nebraska System – UN10232023Bridge – 23 Oct 2023 Page 7 of 8 getBridge, LLC, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601

“Intellectual Property Rights” means: (a) the Service; (b) all improvements, changes, enhancements, Custom Development Work (as defined below), and components thereof; (c) all other proprietary materials of Bridge and/or its licensors; and (d) all other intellectual property including, but not limited to, all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats, and know-how, as well as any underlying source code and object code related thereto, and any other similar protected rights in any country.

16. Term and Termination. The term of this Agreement is specified in the Order Form (“Term”) and shall continue for its full duration unless earlier terminated by a party in accordance with this Section 15. In addition to any other rights and remedies that may be available, either party may terminate this Agreement for a material breach of any provision of this Agreement by the other party if such material breach remains uncured for thirty (30) days after receipt of written notice of such breach from the non-breaching party. In the event the Agreement is terminated, all Order Forms are simultaneously terminated. Upon expiration or termination of this Agreement: (a) Customer shall immediately cease using the Service; and (b) in connection with certain aspects of the Service that feature an export function Customer may export the Customer Content by using the export feature within the Service for a period of three (3) months from termination, after which Bridge shall have no obligation to maintain or provide any Customer Content.

17. Suspension of Service. Bridge may suspend a User’s access to the Service for a violation of Section 3 of this Agreement, any applicable law, or third-party rights to the extent and for the duration necessary to address any such violation. Bridge will use commercially reasonable efforts to provide notice to Customer in advance of any suspension unless such violation may cause direct harm to the Service or may result in liability to Bridge. Customer agrees that Bridge will not be liable to Customer or a User if Bridge exercises its suspension rights as permitted by this Section 16.

18. Indemnification and Liability.

a. Bridge will indemnify and defend Customer from and against any and all losses, liabilities, and claims (including reasonable attorneys' fees) arising out of any claim by a third party alleging that the Service infringes or misappropriates the intellectual property rights of that third party. Notwithstanding the foregoing, Bridge shall not be obligated to indemnify Customer if such infringement or misappropriation claim arises from: (a) the Customer Content; (b) Customer’s or User’s misuse of the Service; or (c) Customer’s or User’s use of the Service in combination with any products, services, or technology not provided by Bridge. If a claim of infringement or misappropriation is made, Bridge may, in its sole discretion: (i) modify the Service so that it becomes non-infringing; (ii) obtain a license permitting continued use of the Service; or (iii) terminate the Agreement with no liability to Customer, other than Bridge’s obligation to indemnify hereunder, and return the unused portion of any prepaid Fees.

b. The party seeking indemnification (the "Indemnified Party") shall provide the other party (the "Indemnifying Party") with prompt written notice upon becoming aware of any claim subject to indemnification hereunder and shall provide reasonable cooperation to the Indemnifying Party in the defense or investigation of any claim, suit or proceeding. The Indemnifying Party, at its option, will have sole control of such defense, provided that the Indemnified Party is entitled to participate in its own defense at its sole expense. The Indemnifying Party shall not enter into any settlement or compromise of any such claim, suit, or proceeding without the Indemnified Party's prior written consent, except that the Indemnifying Party may without such consent enter into any settlement of a claim that resolves the claim without liability to the Indemnified Party and without impairment to any of the Indemnified Party's rights or requiring the Indemnified Party to make any admission of liability.

c. Customer shall be responsible for its own acts and omissions and the results thereof. Customer agrees that it will assume all risk and liability to itself, its agents, or its employees for any injury to persons or property (tangible and intangible) to the extent resulting in any manner from the conduct of its own operations and the operations of its users, agents or employees under the Agreement, and for any loss, cost, or damage to the extent caused thereby during the performance of the Agreement.

19. Custom Development Work. Custom development of Bridge software functionality shall require a Statement of Work, including the requested scope of work and deliverables (“Custom Development Work”). Bridge may work with third-party development partners to produce the quote and in the delivery of custom development. Time invested by Bridge staff (including by not limited to engineers, QA, product managers, program managers, designers, and so forth) for custom development shall be billed at a rate itemized in the applicable Order Form.

20. General. Each party agrees that the other party shall be entitled, in addition to other available remedies, to seek an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of this Agreement. Any legal notice by a party under this Agreement shall be in writing and either personally delivered, delivered by email or reputable overnight courier (such as Federal Express) or certified mail, postage prepaid and return receipt requested, addressed to the other party at the address specified in the Order Form or such other address of which either party may from time to time notify the other in accordance with this Section 19. A copy of all notices to Bridge shall be sent to: Bridge, Inc, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601, Attention:

General Counsel and, if by email, to internallegal@ltgplc.com. For purposes of service messages and notices about the Service, Bridge may place a banner notice or send an email to the current email address associated with an account and all notices shall be in English and deemed effective upon receipt. If either party is unable to perform its obligations under this Agreement due to circumstances beyond its mailto:internallegal@ltgplc.com

UN10232023Bridge

University of Nebraska System – UN10232023Bridge – 23 Oct 2023 Page 8 of 8 getBridge, LLC, 434 Fayetteville Street, 9th Floor, Raleigh, NC 27601 reasonable control, including, but not limited to, acts of God, earthquakes, pandemic, epidemic, hacker attacks, actions or decrees of governmental bodies, changes in applicable laws, or communication or power failures (“Force Majeure Event”), such obligations will be suspended so long as such Force Majeure Event persists. This Agreement shall be interpreted, governed, and construed by the laws of the State of Nebraska without regard to principles of conflict of laws. Bridge is an independent contractor to Customer. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Amendments to this Agreement must be made in writing and signed by both parties. The Parties agree that: (a) this Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof, and any prior representations, statements, and agreements relating thereto are superseded by the terms of this Agreement; and (b) Customer may use purchase orders or similar documents and all terms and conditions (preprinted or otherwise and regardless of how referenced) shall be void and of no effect. Any attempt by either party to assign this Agreement, in whole or part, to any entity, without the other party’s prior written consent, which shall not be unreasonably withheld, shall be void. However, either party may assign this Agreement to any Affiliate, or to a person or entity into which it has merged or which has otherwise succeeded to all or substantially all of its business or assets to which this Agreement pertains, by purchase of stock, assets, merger, reorganization or otherwise, and which has assumed in writing or by operation of law its obligations under this Agreement, provided that Customer shall not assign this Agreement to a direct competitor of Bridge. Any assignment or attempted assignment in breach of this Section shall be void.

This Agreement shall be binding upon and shall inure to the benefit of the parties’ respective successors and assigns. Bridge may subcontract any part of this Agreement or an underlying Order Form or SOW to any Affiliate or third party, provided that it shall remain responsible for the actions and omissions of the relevant Affiliate or third party in accordance with this Agreement.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Any failure by either party to enforce the other party's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. Customer agrees to allow Bridge to use its name, logo, and non-competitive use details as provided in the University of Nebraska Legal and Policy Compliance Addendum. Any terms that by their nature survive termination or expiration of this Agreement will survive.

UNIVERSITY OF NEBRASKA

LEGAL AND POLICY COMPLIANCE ADDENDUM

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the Bridge Terms and Conditions (including all documents incorporated therein) and Order Form dated concurrently with this Addendum (the “Agreement”) is made and entered as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate by and on behalf of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four…