DOC1674884566.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): ______________________________________

12twenty Inc (SAP Supplier # 228846) $ 60,055.50

Amy Goodburn

Britany Porter

See Attached.

08/04/25 | 13:51 CDT

08/04/25 | 13:55 CDT

Shanon Wright

08/04/25 | 14:51 CDT

Michael Zeleny

08/08/25 | 09:51 CDT

University Career Services (UCS) seeks to implement 12Twenty for all undergraduate academic colleges based on the successful two-year pilot in the College of Business. UNL’s academic colleges increasingly have many First Destination and internship outcome reporting requirements. For instance, COB reports to AACSB accreditation and multiple national rankings, such as US News & World Report, Princeton Review, Poets & Quants, and Financial Times and abides by multiple data standards (National Association of Colleges & Employers, MBA CSEA, and National Undergraduate Business Symposium). The data our colleges report is complex and changes depending on the reporting entity.

While our current job technology Handshake does have some reporting capabilities, it is nowhere near as robust, intuitive, or user-friendly as 12Twenty, which is the top career services data reporting technology. 12Twenty is used by many large institutions and business schools around the world including UNL’s College of Law, University of Nebraska at Omaha, UCLA, Indiana University, Oregon, Maryland, Penn State, Tennessee, Connecticut, London Business School, and most of the Ivys, among others. Many of these schools use both Handshake for their career management system and 12Twenty for their data reporting needs.

COB’s use of 12Twenty has been a game-changer for data collection, analysis, and reporting process. Prior to using 12Twenty, its First Destination and internship data were stored in multiple spreadsheets. Now all information is now located in one system, so that COB can more easily analyze year-over-year data and connect individual students who completed internships with their First Destination outcomes. 12Twenty has saved COB staff countless hours of data cleaning and analysis with its standard and custom reports.

UCS seeks to implement 12Twenty for the remaining undergraduate colleges to ensure that university-wide data collection and reporting on internship and post-graduation outcomes is available to all of UNL’s career service professionals. UCS will use career fair revenue to fund the contract for all the colleges, including picking up COB’s remaining year on its contract, to ensure uniform and robust career reporting across UNL colleges and to reduce the currently onerous burden of data collection and cleaning by career professional staff.

INTERNAL USE ONLY

CW34811

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 12TWENTY INC Contact Jon Tabacjar

Sourcing Agent Alex Caruso Email invoices@12twenty.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Department Contact Britney Porter – bporter12@nebraska.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

University Career Services would like to expand this membership to all of the academic colleges

Contract Document Document Amt Total Amt Start Date End Date Notes

Master Agreement $27,500.00 $27,500.00 9/30/21 6/30/2025

Amendment One $30,150.00 $57,650.00 6/25/2025 6/30/2028

Amendment Two $60,055.50 $117,705.50 08/14/2025 08/30/2028

COMPETITION/BID INFORMATION

Bid Number N/A

Competition NCPD Approved

Contract Information

N/A mailto:invoices@12twenty.com mailto:bporter12@nebraska.edu

{00053602.DOCX; 2} Page 1 of 1

Title: Amendment No. Two (2) to University of Nebraska Contract Number CW15723.

Revised: 220727

University of Nebraska Amendment No. Two (2) to University of Nebraska Contract Number CW15723

This Amendment No. Two (2) University of Nebraska Contract Number CW15723 (“Amendment”) is effective as of the date of the last signature set forth below (“Effective Date”) by and between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature and 12TWENTY INC (“Supplier”).

University and Supplier are collectively referred to as “parties.”

RECITALS

A. University and Supplier entered into a Master Service Agreement effective as of September 29, 2021, wherein the parties agreed to University of Nebraska Contract Number CW15723. (“Agreement”).

B. The parties desire to amend the Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained in the Agreement and this Amendment, the parties agree as follows:

1. Ratification. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties.

2. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement.

3. Modifications. The Agreement is amended as follows:

a. Extend the agreement until August 30, 2028.

b. Expand this membership to all of the academic colleges

4. Entire Agreement. The Agreement, as amended, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

5. Amendment. No change, modification, or waiver of any term of the Agreement shall be valid unless it is in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date set forth below.

Board of Regents of the University of Nebraska

Signature: _______________________________

Printed Name:

Title:

Date: ___________________________________

12Twenty Inc

Signature: _______________________________

Printed Name:

Title:

Date: ___________________________________

CEO

Kenneth Berlin

08/04/25 | 15:24 CDT

Michael Zeleny

Vice Chancellor for Business and Finance

CUSTOMER INFORMATION: CUSTOMER CONTACT: QUOTE DETAILS:

University of Nebraska - Lincoln Dr Amy Goodburn Quote Date: May 15, 2025

Univeristy of Nebraska Senior Associate Vice Chancellor & Dean Quote/Order Number: NEBLNUNI051525-2

1400 R Street 402-472-3751 Quote Expiration Date: August 29,2025

Lincoln, NE 68588 agoodburn1@unl.edu

EDITION, PROFESSIONAL SERVICES & UPGRADES (Billed Annually)

EDITION NAME QUANTITY

Campus Edition - Outcome Data and Analytics Hub + Research Tools + Internship Job Phase (Expansion) 1 $11,000.00

Campus Edition - Outcome Data and Analytics Hub (Renewal) 1 $10,447.50

EDITION SUB-TOTAL: $21,447.50

UPGRADE NAME QUANTITY

Single Sign-on 1 WAIVED

API 1 WAIVED

UPGRADE: Report Distribution Tools 1 WAIVED

UPGRADES SUB-TOTAL: $0

EDITION, PROF SERVICES & UPGRADES SUB-TOTAL: $21,448

DISCOUNT MULTI-PRODUCT DISCOUNT 10% -$2,144.75

DISCOUNT AGREEMENT TIMING EXECUTION DISCOUNT -$1,000.00

*Contingent upon receiving signed service order and renewal by 8/29/2025

EDITION, PROF SERVICES & UPGRADES TOTAL: $18,302.75

SERVICES & DATA MIGRATION (One-time fee)

SERVICE DESCRIPTION QUANTITY

Campus Edition - Outcome Data and Analytics Hub - Onboarding Package 1 $3,500.00

SERVICE ITEMS TOTAL: $3,500.00

UPGRADE DESCRIPTION QUANTITY

Standard SSO setup and configuration 1 WAIVED

Standard API setup and configuration 1 WAIVED

UPGRADES TOTAL: $0

SERVICES, UPGRADES, & DATA MIGRATION SUB-TOTAL: $3,500.00

SERVICES, UPGRADES, & DATA MIGRATION TOTAL: $3,500

SUPPORT AND AUTHORIZED USERS

SUPPORT DESCRIPTION QUANTITY PRICE / UNIT TOTAL

Standard Support: Normal business hours (9AM-5PM PT) 1 $0 $0

AUTHORIZED USERS USER TYPE MAX USERS

TOTAL STUDENT 25,000

Ag Science & NatRes 2200

Architecture 600

Arts & Sciences 3300

Education & HumSci 2350

Engineering 3700

Fine & Performing Arts 850

Journalism & MS 1050

Explore Center 1450

Business 4300

Graduate Studies 3500

Alumni ALUMNI

Administrators ADMIN

Cost Summary: Total

Total Annual Recurring Subscription Fees $18,302.75

Total One-Time Charges $3,500.00

TERMS OF AGREEMENT

EFFECTIVE DATE OF AGREEMENT: Upon Contract Execution

INITIAL TERM: 3 years from Effective Date

RENEWAL TERM: 3 years

SERVICE ORDER

We are excited to bring you into the innovative world of 12twenty! Below is a quote outlining everything you will receive as part of your 12twenty package. Do not hesitate to reach out to your 12twenty representative with any questions.

12twenty, Inc. ("12twenty"), a Delaware corporation and the Customer indicated above ("Customer" or "You" or "School"), each singularly a "Party" and collectively (the

"Parties"), hereby agree as follows:

IN WITNESS WHEREOF, the Parties execute this Service Order and agree to the Agreement, upon the last date written below.

12twenty, Inc.

By: By: _______________________________

Printed Name: Kenneth Berlin Printed Name: ______________________

Title: CEO Title: ______________________________

Date: Date: ______________________________

Billing:

Attention: ___________________________________ ___________________________________

Address: ___________________________________ ___________________________________

City, State ZIP: ___________________________________ ___________________________________

Phone: ___________________________________ ___________________________________

Fax: ___________________________________ ___________________________________

Email: ___________________________________ ___________________________________

For 12twenty Billing Department, please contact:

12twenty, Inc. Jon Tabacjar

8605 Santa Monica Blvd invoices@12twenty.com

PMB 21723 (310) 487-3889

West Hollywood, California 90069-4109

ITEM NAME TYPE AMOUNT INOVICE DUE DATE

ODA - Business Annual Subscription Fee - Final Year of Current Contract Aug 14, 2025 - Aug 14, 2026 $9,950

ODA - Expansion Annual Subscription Fee - Year 1 Upon Execution - Aug 30, 2026 $10,000

Onboarding - Expansion One Time Onboarding Fee Upon Execution $3,500

TOTAL $23,450

ODA - Business + Expansion Annual Subscription Fee - Year 2 Sept 1, 206 - Aug 30, 2027 $18,302.75

TOTAL $18,302.75 30-Sep-26

ODA - Business + Expansion Annual Subscription Fee - Year 3 Sept 1, 2027 - Aug 30, 2028 $18,302.75

TOTAL $18,302.75 30-Sep-27

DATE

Invoice Schedule

5. Customer acknowledges that employer job postings submitted via 12twenty’s network jobs will be posted unless Customer rejects such posting within 6 days of the date of submission by employer.

2. License to use the Products and Services is limited to the Customer's programs, students, and non-student users specified in the Authorized Users section of this Order.

4. All one-time fees and first-year annual subscription fees shall be invoiced upon the Effective Date or as soon thereafter as practicable. All subscription fees for Renewal Terms shall be invoiced thirty (30) days prior to the commencement of the Renewal Term.

6. Customer grants 12twenty the non-exclusive, perpetual, royalty-free right to reproduce, distribute, and publish resumes and other academic and work history information made available to 12twenty by Customer and to engage third parties to assist 12twenty in exercising such rights.

Board of Regents of the University of Nebraska

Notices: University of Nebraska - Lincoln

3. All Student users are licensed for usage of the Student ODA product for up to 12 months following graduation from a program specified above.

1. The 12twenty Products and services provided under this Service Order (this "Order") are subject to the previously signed Service Order and Master Services Agreement between 12twenty Inc. and University of Nebraska signed on September 30, 2021 which is attached hereto and incorporated herein by this reference (the "Agreement"). This

Order adds to or otherwise modifies the products and services provided to Customer under the Agreement only to the limited extent that such additions and modifications are expressly set forth herein. By signing this Order Customer is acknowledging that it has read and understands and agrees to the terms of the this Order (including without limitation, the extent to which the Agreement is modified hereby), and that the individual signing below is duly authorized to bind the Customer to this Order. The terms of this

Order will govern in the event of any conflict between the terms of this Order and the Agreement The information contained in this Order, including the pricing information, shall be considered Confidential Information, subject to Section 9 of the Master Services Agreement.

08/04/25 | 15:24 CDT

Michael Zeleny

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.

Submitted By (Procurement Services): Approved By:

Signature Date

Name (Printed): _________________________________ _____

Signature Date

Name (Printed): ______________________________________

12twenty Inc Current: $30,150 New Request: +$27,750

Alex Lenhard

Cindy Harris

12twenty currently provides the College of Law's students a platform where they can view jobs, schedule interviews, schedule appointments, sign-up for mock interviews, sample job application materials. This addendum/agreement tacks on another 3 years of use, extending the contract to expire in June of 2028 and negating any 7% annual price increase. Staff time to make a conversion again is not reasonable to ask them to do so again.

07/03/24 | 10:47 CDT

Michael Hendrickson

07/03/24 | 13:22 CDT

12twenty currently provides the College of Law's students with a platform where they can view jobs, schedule interviews, schedule appointments, sign-up for mock interviews, and sample job application materials. Employers can use to post jobs, schedule interviews, and conduct candidate searches.

There are 2 vendors ering this sort of platform. We used one for about 15 years but migrated to 12twenty in 2021. Our Career D plans to stick with 12twenty for the foreseeable future.

There are only two companies and 12Twenty offers many more aspects than the previous company.

This addendum/agreement tacks on another 3 years of use, extending the contract to expire in June of 2028 and negating any 7% annual price increase.

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 12TWENTY INC Contact Keila Akers Email keila.akers@12twenty.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Primary Contact Name

Alex S Lenhard

Primary Contact Email

ALENHARD2@UNL.EDU

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

This is an amendment to our existing contract with 12twenty set to expire June 25, 2025. If we continue our subscription for another 3 years, then we won't be subject to annual 7% price increases. This discount is only effective if we get this signed by 7/10/2024.

Purchase Category Software Total Amount of Spend

$30,150 Start Date 06/29/2025

End Date 6/30/2028 12:00 AM

BID INFORMATION

Bid Number N/A Competitive Review Findings

NCPD Approved

Contract Information N/A

INTERNAL USE ONLY

Manual Routing Form

07/03/24 | 12:28 CDT

07/03/24 | 13:22 CDT

UNIVERSITY OF NEBRASKA

Addendum # 1 to the agreement between the Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska-Lincoln (University) and 12twenty (Service Provider) dated September 29, 2021. The following items are hereby incorporated into the Master Services

Agreement and the Master Services Agreement will take precedence over any conflicting terms.

WHEREAS, the parties hereto agree that the Agreement is amended as stated herein and that this Addendum shall be incorporated into the Agreement and made a part thereof.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Revised June 2020

1. Governing Law and Forum. This Agreement shall be governed by the laws of the State of Nebraska. Any legal actions brought by either party hereunder shall be in the District Court of Lancaster County, Nebraska.

2. Liability. Service Provider agrees to indemnify and hold the University, its regents, officers, employees, agents and students, harmless from any loss, claim, damage or liability of any kind arising out of or in connection with the performance of the Services by the Service Provider.

3. Work Status Verification. Company 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 as amended.

4. Debarment List. No contract shall be awarded to any Party listed on the General Services Administration’s List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with Executive Orders 12549 and 12689, “Debarment and Suspension,” (the “Debarment List”). For contracts which in the aggregate exceed $25,000, the Party specifically warrants and represents that it is not included on the Debarment List. The Party further agrees that should it be included on the Debarment List at the time the contract is signed, or at any time during which it performs its contractual obligations pursuant to the contract, such listing shall be considered a material breach of the contract between the University and the Undersigned.

5. Pursuant to Nebraska’s Taxpayer Transparency Act (Neb. Rev. Stat. §84-602.01), as may be amended), as of January 1, 2014, the University of Nebraska 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 www.nebraskaspending.gov. It shall be the sole responsibility of the Contracting Party to notify the University of any requested redactions to such contracts and documents under Neb. Rev. Stat. 84-712.05(3) at the time of execution.

6. Equal Opportunity. This Service Provider and subcontractors 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 or national origin. Moreover, these regulations require that covered Service Providers 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.

7. Nondiscrimination. In accordance with the Nebraska Fair

Employment Practice Act, Neb. Rev. Stat. §48-1122, Service Provider agrees that neither it 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.

8. Logos or University Marks. The Service Provider shall not use or display any University campus name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by the University as a source identifier, unless expressly authorized in writing by the University. Any unauthorized use of University Marks is expressly prohibited.

9. Right to Audit Privilege. The University reserves the right to audit or inspect work performed by the Service Provider under this Agreement. The University may participate directly or through an appointed representative, e.g. external auditor, in order to verify that the Services related to this agreement have been performed in accordance to the procedures indicated.

10. Purchase Order Requirement. A Purchase Order shall be issued by the University to the Undersigned for payment in accordance with the terms of this Agreement. All invoice(s) submitted by the Undersigned shall make reference to the appropriate Purchase Order number to be eligible for payment.

11. Conflict of Interest. No article or service shall be purchased from any University faculty or staff member without prior approval by the Vice Chancellor of Business and Finance and any such approved purchase shall comply fully with the requirements of the conflict of interest provisions of the Nebraska Political Accountability and Disclosure Act, Neb.

Rev. Stat., §§ 49-1493 through 49-14,104. Service Provider certifies, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to this Agreement. If Service Provider cannot so certify, it shall provide a disclosure statement to the University, which describes all relevant information concerning any potential conflict of interest under this Agreement. In the event the potential conflict of interest cannot be resolved, the University may declare this Agreement void and of no further force or effect and the University shall have no further obligations hereunder.

12. Compliance. Service Provider will comply with all applicable laws, rules, regulations, ordinances and University policies in providing the Services.

13. Insurance. The Service Provider shall at its own expense obtain and maintain throughout the term of this Agreement general commercial liability insurance against claims for bodily injury, death and property damage with limits of not less than one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) general aggregate, naming The Board of Regents of the University of Nebraska as an additional insured, to cover such liability caused by, or arising out of, activities of the Service Provider and its agents and/or employees while engaged in or preparing for the provision of the Services. The Service Provider shall furnish to the University certificates of insurance evidencing that such insurance has been procured prior to commencement of such work.

14. The estimated total amount in US Dollars is: $30,150.

For University Department Approval (If Applicable)

Signature: _______________________________________

Printed Name: ___________________________________

Date: ___________________________________________

Title: ___________________________________________

For The Board of Regents of the University of Nebraska

Printed Name: ___________________________________

Date: ___________________________________________

Title: ___________________________________________

For the Service Provider

Printed Name: __Kenneth Berlin____________________

Date: ___________________________________________

Title: __CEO____________________________________

I affirm that if I am an employee of the University of Nebraska, I have notified buyer of my status as such and that this contract must be completed in accordance with Board of regents Policy 6.2.1.16, Purchases Involving University Personnel.

Notice. Any notice to either party hereunder shall be in writing and shall be served either personally or by registered or certified mail addressed to the following individuals:

To the Service Provider:

Name: Kenneth Berlin

Address: 1112 Montana Ave. #186

City, State, Zip: Santa Monica, CA 90403

Email: kenny.berrlin@12twenty.com

Phone: 888-281-3251

To the University:

Name: IT Procurement

Address: 1700 Y Street, BSC 130

City, State, Zip: Lincoln, NE 68588

Email: itprocurement@nebraska.edu

Phone: 402.472.2126

187917338 v1

MASTER SERVICES AGREEMENT

In consideration of the mutual covenants and conditions contained in this Master Services Agreement (“Agreement”), the parties agree as follows:

1. DEFINITIONS. As used in this Agreement, the capitalized terms listed below shall have the following meanings:

1.1 “Documentation” means the documentation and other materials in written or electronic form provided to University by 12Twenty in connection with University’s use of the Service.

1.2 “Enhancements” shall mean the following: minor modifications, revisions and corresponding Documentation with respect to the Service, including the addition of enhancements or improved performance made available by 12Twenty to the Service; however, Enhancements shall not include the addition of significant new features not originally included as part of the Service.

1.3 “Maintenance Modifications” means bug fixes, patches, modifications or revisions to the Service that correct errors therein.

1.4 “Service” means 12Twenty’s products and services specified in a duly executed order form or service order document that is entered into in connection with this Agreement (“Service Order”), including any Enhancements, Maintenance Modifications and corresponding Documentation.

2. SERVICE.

2.1 12Twenty grants University the nonexclusive right to use the Service for its intended purpose, in accordance with the specifications set forth in any Documentation. 12Twenty shall provide the University with (a) support for the Service as outlined in Exhibit A, and (b) Enhancements and Maintenance Modifications as they become available.

2.2 University may not (a) rent, loan or re-license rights to access and/or use the Service (except as specifically provided herein); (b) modify, disassemble, decompile, or reverse engineer software included as part of the Service; (c) share identification or password codes with persons other than authorized users or permit University’s account to be accessed by individuals who are not authorized users; or (d) use the Service in any way not expressly provided for in this Agreement. University shall be responsible for all activities that occur under University’s account.

University shall notify 12Twenty of any unauthorized use of University’s password or account or any other breach of security that is known or suspected by University. University shall abide by all applicable local, state, national and foreign laws and regulations in connection with its use of the Service.

2.3 All personally identifiable data submitted or created by University in connection with its use of the Service (“Data”) shall belong to University, provided however that 12Twenty may access the Data to respond to service or technical problems and 12Twenty may use the Data solely in an aggregated, anonymized form in order to provide certain services to University and to its other customers.

3. PAYMENT.

3.1 University shall pay 12Twenty the amounts specified on a Service Order. Unless otherwise specified, all payments shall be due thirty (30) days from the date of invoice. Overdue payments shall be subject to a finance charge of one percent (1%) for each month or fraction thereof that the invoice is overdue, or the highest interest rate permitted by applicable law, whichever is lower.

3.2 The prices stated in 12Twenty’s quotations are exclusive of any federal, state, or other governmental taxes, duties, fees, or tariffs now or hereafter imposed on the Service. University shall be responsible for, and if necessary reimburse, 12Twenty for all such taxes, duties, fees, excises, or tariffs, except for taxes imposed on 12Twenty’s net income. University will not be required to pay any taxes for which it can demonstrate an exemption.

3.3 12Twenty reserves the right to modify its fees with respect to its Services and to introduce new charges (to become effective upon the upcoming Renewal Term (as defined below)), by providing University written notice at least forty-five (45) days prior to the end of the then current Term. In the event that University does not provide notice of non-renewal as described in Section

4.1 below, such fee changes shall become effective at the commencement of the next Renewal Term.

4. TERM/TERMINATION.

4.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect for the initial term, specified in a Service Order (“Initial Term”), unless earlier terminated as provided herein. Upon the expiration of the Initial Term, this Agreement may be renewed for additional periods (if any) with written agreement of both parties. The Initial Term and any Renewal Terms are collectively referred to as the “Term”.

4.2 Termination. Either party may terminate this Agreement upon any material breach of this Agreement by the other party that is not cured within thirty (30) days following written notice thereof. Termination for breach will not preclude the terminating party from exercising any other remedies for breach.

5. PROPRIETARY RIGHTS.

All proprietary rights in the Service will remain in and be the sole and exclusive property of 12Twenty. 12Twenty shall have and University hereby grants 12Twenty the royalty-free right to use any suggestions, ideas, feedback or other recommendations provided by University relating to the Service (“Submissions”). 12Twenty may use University’s name and/or its logo on 12Twenty’s website to indicate that University is a client of 12Twenty.

6. WARRANTIES.

6.1 Limited Warranty. 12Twenty represents and warrants that it will provide the Service and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. The information provided as part of the Service is believed to be accurate but 12Twenty does not guarantee its accuracy.

6.2 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, 12TWENTY

DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED. 12TWENTY

EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

12TWENTY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE SHALL BE

UNINTERRUPTED OR ERROR-FREE.

7. LIMITATION OF LIABILITY.

12TWENTY SHALL NOT BE LIABLE TO UNIVERSITY FOR ANY SPECIAL, INDIRECT,

EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. IN ANY

EVENT, ASIDE FROM ITS OBLIGATIONS IN SECTION 8 OR A BREACH OF ITS OBLIGATIONS IN

SECTION 9, 12TWENTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO

THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID TO 12TWENTY BY UNIVERSITY DURING

THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM.

8. INDEMNITY.

12Twenty will defend, indemnify and hold harmless University against any action claiming that the Service infringes any duly issued patent, copyright, trademark, or trade secret. In addition, to the extent allowed by law, each party (“Indemnitor”) will defend, indemnify and hold harmless the other (“Indemnitee”) against any third party claim arising out of the Indemnitor’s breach of this Agreement. The indemnifying party’s obligations under this Section are conditioned upon it having sole control of any such action, and upon the party seeking indemnification notifying it promptly in writing of the claim and giving it all authority, information, and assistance necessary to settle or defend such claim. In addition, if the use of the Service infringes or is enjoined, or 12Twenty believes it is likely to infringe or be enjoined, 12Twenty may, at its sole option, (i) procure for University the right to continue use of the Service as furnished; (ii) modify the Service to make it non-infringing, provided that it still substantially conforms to the applicable Documentation; or (iii) if 12Twenty, after using all commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate the Agreement and refund University the prorated amount of any prepaid fees. The intellectual property indemnity provided herein shall not apply to the extent the alleged infringement arises from any use of the Service not in accordance with this Agreement or as specified in the Documentation or any unauthorized modification of the Service. This section states 12Twenty’s sole and exclusive liability for any infringement of proprietary rights.

9. CONFIDENTIALITY.

Each party agrees that during and after the existence of this Agreement it will hold in strictest confidence, and will not use for any purpose unrelated to its performance of this Agreement or disclose to any third party, any Confidential Information of the other party. The term “Confidential Information” shall mean all non-public information, whether business or technical in nature, that the other party designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential and shall include (but is not limited to) information concerning business methods, business plans, new product launches, University and vendor information, internal policies and procedures and pricing and other financial information. Neither party shall disclose the terms or conditions of this Agreement without the prior written consent of the other party, except (i) as may be required by law or (ii) to its employees, contractors or agents who have a specific need to know such information and are under a written obligation of confidentiality at least as restrictive as that contained in this Section. Notwithstanding the foregoing, information will not be deemed confidential if it (i) was known to the receiving party, and such information was acquired through proper methods, prior to its receipt from the disclosing party, as evidenced by written records of the receiving party; (ii) is now or (through no act or failure on the part of the receiving party) later becomes generally known through no breach of this Agreement by the receiving party; (iii) is supplied to the receiving party by a third party that is free to make that disclosure without restriction; or (iv) is independently developed by the receiving party without use of or reference to any Confidential Information provided by the disclosing party. The restrictions on disclosure imposed by this Section shall not apply to information that is required by law or order of a court, administrative agency or other governmental body to be disclosed by the receiving party, provided that in each such case the receiving party provides the disclosing party with prompt written notice of such order or requirement and reasonably assists the disclosing party in obtaining a protective order or other appropriate relief.

10. GENERAL.

10.1 Waiver/Amendment. This Agreement may not be modified except by a written instrument signed by both parties. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.2 Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s written consent; provided, however, that either party may assign this Agreement without such consent in connection with any merger, consolidation, any sale of all or substantially all of such party’s assets or any other transaction in which more than fifty percent (50%) of its voting securities are transferred, subject to all of the terms of this Agreement. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.

10.3 Governing Law/Attorneys’ Fees. .

10.4 Severability/Notice. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. Any notice, consent, or other communication hereunder shall be in writing, and shall be given personally, sent via overnight delivery or sent via email with confirmation of receipt to either party at their respective addresses set forth in the most recent Service Order (or such other address as provided by that party). Notices shall be deemed given when delivered.

10.5 Independent Contractors. The relationship of the parties is that of independent contractors and nothing contained in this Agreement shall be construed to make either party an agent, partner, joint venturer, or representative of the other for any purpose.

10.6 Force Majeure. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by any reason where failure to perform is beyond the reasonable control of the non-performing party.

10.7 Entire Agreement/Survival. This Agreement, including the attached Exhibit(s) and Service Order(s) which are incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and replaces any prior understandings, written or oral. In addition to any rights that accrued prior to termination, the provisions of Sections 2.3 and 5 through 10 shall survive any termination of this Agreement.

EXHIBIT A

STANDARD SUPPORT AND MAINTENANCE

1. SERVICE LEVEL AGREEMENT

12Twenty has a service level objective for the Service of 99% availability, twenty-four hours a day, seven days a week, 365 days a year. Downtime does not include (i) problems caused by factors outside of 12Twenty’s reasonable control, and (ii) unavailability of the Service during scheduled maintenance.

2. SUPPORT

University will receive telephone and email support from 12Twenty. Normal office hours are 9:00 a.m. to 5:00 p.m. Pacific Standard Time (PST), Monday through Friday, excluding holidays. 12Twenty guarantees a twenty-four (24) hour Response Time for emergency support requests by voice mail or email and a forty-eight (48) hour response time for non-emergency support requests by voice mail or email. “Response Time” means that a 12Twenty representative will return a phone call and/or email in the allotted time, confirm/acknowledge the problem, and begin working on a resolution to the problem. Thereafter, 12Twenty will work diligently and in a commercially reasonable manner on the problem until it is fully resolved to University’s reasonable satisfaction.

12Twenty’s telephone support number is: 1-888-281-3251 (subject to change upon notification to University).

3. MAINTENANCE

3.1 Unplanned Outages. If a system failure should occur that creates an outage of the Service, 12Twenty will utilize all reasonable means to end the outage as soon as possible.

Outages due to the Internet, hosting providers and/or University systems are outside the control of 12Twenty and, in such event, 12Twenty will assist the University in the diagnosis but may not be able to resolve the problem.

3.2 Preventative Maintenance. From time to time, 12Twenty or its hosting providers will perform preventative maintenance, such as updating servers and routers with security patches, and software upgrades. 12Twenty will provide adequate notice and will keep any resulting downtime reasonable. 12Twenty shall use all reasonable efforts to perform such maintenance at hours convenient for the University.

Certificate Of Completion Envelope Id: 0451705104B7496291A9AA89787856BA Status: Completed

Subject: CW15723 - 12twenty Continuation Agreement.pdf

Source Envelope:

Document Pages: 16 Signatures: 4 Envelope Originator:

Certificate Pages: 5 Initials: 1 Michael Hendrickson

AutoNav: Enabled

EnvelopeId Stamping: Disabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

1400 R Street

LINCOLN, NE 68588

michaelhendrickson@nebraska.edu

IP Address: 35.223.106.21

Record Tracking Status: Original

7/3/2024 10:21:17 AM

Holder: Michael Hendrickson michaelhendrickson@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Lynn McAlpine lynn.mcalpine@nebraska.edu

Assoc Chief Procurement Officer

University of Nebraska

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 184.97.145.4

Sent: 7/3/2024 10:38:05 AM

Viewed: 7/3/2024 10:46:18 AM

Signed: 7/3/2024 10:46:31 AM

Electronic Record and Signature Disclosure:

Accepted: 10/25/2023 3:31:56 PM ID: 62d90eb0-4212-41ee-8e59-ac437e4c21bf

Michael Hendrickson michaelhendrickson@nebraska.edu

Sourcing Agent

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 129.93.161.220

Sent: 7/3/2024 10:46:32 AM

Viewed: 7/3/2024 10:47:17 AM

Signed: 7/3/2024 10:47:21 AM

Electronic Record and Signature Disclosure:

Accepted: 6/14/2024 9:09:56 AM ID: 2ebe2f2a-af18-4457-8918-618a4af11428

Kenny Berlin kenny.berlin@12twenty.com

CEO

12Twenty, Inc.

Security Level: Email, Account Authentication (None)

Signature Adoption: Drawn on Device

Using IP Address: 174.193.134.103

Signed using mobile

Sent: 7/3/2024 10:47:23 AM

Viewed: 7/3/2024 11:02:29 AM

Signed: 7/3/2024 12:28:12 PM

Electronic Record and Signature Disclosure:

Accepted: 7/3/2024 11:02:29 AM ID: 3629d550-542b-4608-887d-51d94362a226

Michael Zeleny

MIKE.ZELENY@UNL.EDU

Vice Chancellor for Business and Finance

University of Nebraska - Lincoln

Security Level: Email, Account Authentication (None)

Signature Adoption: Uploaded Signature Image

Using IP Address: 129.93.161.230

Sent: 7/3/2024 12:28:13 PM

Viewed: 7/3/2024 1:21:48 PM

Signed: 7/3/2024 1:22:32 PM

Electronic Record and Signature Disclosure:

Accepted: 8/15/2023 9:56:40 PM ID: 94bec322-c55c-43c1-bbc4-965e579c19e3

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Alex Lenhard alenhard2@unl.edu

Finance Coordinator

University of Nebraska College of Law

Security Level: Email, Account Authentication (None)

Sent: 7/3/2024 10:38:05 AM

Electronic Record and Signature Disclosure:

Accepted: 6/18/2024 10:55:35 AM ID: 18573976-0cba-4d5a-97a1-9eda9282d0c3

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/3/2024 10:38:05 AM

Certified Delivered Security Checked 7/3/2024 1:21:48 PM

Signing Complete…