DOC1729012169.pdf

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CN NE|CW36811
Contract number
CW36811
Issued by
Nebraska

About this file

This document is a Mutual Confidentiality and Non-Disclosure Agreement (NDA) between the Board of Regents of the University of Nebraska (University) and Yuzu Labs Public Benefits Corp StudyPages. The agreement involves the University of Nebraska System, specifically the University of Nebraska Medical Center (UNMC), and is related to a potential business transaction involving Study Pages software.

The purpose of the NDA is to allow the parties to discuss and exchange confidential information related to an investigator-initiated study of Study Pages software, which will be provided at no charge. The contract has no monetary value, with $0.00 listed for both document and total amounts. The agreement is effective from 09/29/2025 to 09/28/2030, with provisions for confidentiality and non-disclosure of information exchanged during this period. The contract was processed under the University's competition threshold and was initiated by the UNMC department, with Alex Caruso as the sourcing agent and Michelle Varney as the department contact.

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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 Yuzu Labs Public Benefits Corp StudyPages

Contact Koen De Lombaert

Sourcing Agent Alex Caruso Email koen@studypages.com

REQUESTING DEPARTMENT

Participating Campuses

UNMC

Administrative Unit/Dept.

Department Contact Michelle Varney – mvarney@unmc.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

The group at Yuzu Labs/Study Pages would like to have a mutual NDA in place before proceeding with the IT assessment of their software. The software will be provided by the group for no charge as a part of an investigator-initiated study. This is not a contract to purchase the software.

Contract Document Document Amt Total Amt Start Date End Date Notes

NDA $0.00 $0.00 09/29/2025 09/28/203

COMPETITION/BID INFORMATION

Bid Number N/A

Competition Under 50k threshold

Contract Information

Supplier accepted our NDA

INTERNAL USE ONLY

CW36811

{00045421.DOC; 3} Page 1 of 4

Title: Mutual Confidentiality and Non-Disclosure Agreement Revised: 241015

University of Nebraska Mutual Confidentiality and Non-Disclosure Agreement

This University of Nebraska Mutual Confidentiality and Non-Disclosure Agreement (the “Agreement”) is effective as of the date of the last signature set forth below (“Effective Date”) 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 Yuzu Labs Public Benefits Corp StudyPages. (“Undersigned”).

RECITALS

A. The parties desire to discuss topics and exchange information of mutual interest related to the conduct of potential business transactions between them related to Study Pages software (the “Purpose”).

B. To investigate the Purpose, the parties anticipate that disclosures of Confidential Information (as that term is defined below) to each other may be required.

C. The parties desire to take all reasonable steps to safeguard and protect all such Confidential Information from any unauthorized use or disclosure.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and the above recitals, which are incorporated herein by this reference, the parties agree as follows:

1. Confidential Information. For purposes of this Agreement, “Confidential Information” means all information furnished by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is

(i) clearly marked or otherwise clearly designated as confidential or (ii) should be reasonably understood by the Receiving Party to be confidential. The following shall not be considered Confidential Information:

a. Information already in the possession of or already known to the Receiving Party;

b. Information in the public domain at the time of disclosure, or which, after disclosure, enters into the public domain through no fault of the Receiving Party;

c. Information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligations of confidentiality; and

d. Information that is independently developed by the Receiving Party without use of any Confidential

Information.

2. Limits on Use and Disclosure of Confidential Information. Except as otherwise allowed by this Agreement or required by law:

a. The Receiving Party shall not use, either directly or indirectly, any Confidential Information to which it is granted access hereunder for any purpose other than the Purpose without the Disclosing Party’s prior written consent;

b. The Receiving Party shall keep all Confidential Information to which it is granted access by the

Disclosing Party hereunder in confidence and subject to the same standards and procedures as the Receiving Party utilizes for its own confidential information, but in no event less than reasonable care; and

c. The Receiving Party shall not, without the Disclosing Party’s prior written consent, disclose

Confidential Information to any other person or entity, except those of the Receiving Party’s directors, {00045421.DOC; 3} Page 2 of 4 officers, or employees (“Representatives”) on a need-to-know basis to carry out the Purpose and who are advised of the confidential nature of the information and are under obligations of confidentiality and non-use at least as stringent as the terms herein.

3. Return or Destruction of Confidential Information. Upon the termination of this Agreement or at any time upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in written or tangible form, which includes but is not limited to copies, reproductions, or other items containing any Confidential Information, furnished by the Disclosing Party to the Receiving Party. Notwithstanding the foregoing, the Receiving Party (a) may retain one (1) copy of the Confidential Information for legal archival or compliance purposes; (b) shall not be required to return or destroy any computer files created during automatic system backups that are subsequently stored securely and to which its Representatives do not have routine or unrestricted access; and (c) shall continue to be bound by the non-use and confidentiality obligations of this Agreement in relation to any Confidential Information retained pursuant to this section for as long as it is retained.

4. Disclosure Under Legal Process. In the event that the Receiving Party or any of its Representatives are legally compelled or required by law to disclose any Confidential Information, the Receiving Party shall, to the extent permitted under such compelled disclosure and by applicable law, provide the Disclosing Party with prompt written notice of such compelled disclosure or legal requirement.

University is subject to Neb. Rev. Stat. §§ 84-602.01 to 84-602.04 regarding public disclosure of contracts that are a basis for expenditure of State of Nebraska funds and Neb. Rev. Stat. §§ 84-712 to 84-712.09 regarding disclosure of public records. Any provision of this Agreement regarding confidentiality and non-use is limited to the extent necessary to comply with the provisions of Nebraska law. It shall be the sole responsibility of Undersigned (a) to notify University of requested redactions to any Confidential Information that may otherwise be required to be publicly disclosed by law and (b) to indicate the legal basis for such requested redactions. In addition, Undersigned shall defend any challenge to such requested redactions at its own expense. Undersigned’s failure to request redactions to any Confidential Information released by University shall constitute a complete waiver of any and all claims for damages caused by any such release.

5. Representation as to Accuracy. While each party believes that all information furnished to the other, including all Confidential Information, will be accurate, no representation or warranty is made by either party as to its accuracy or completeness and any representation or warranty concerning such information will be made only in subsequent definitive agreements, if any, which may be agreed to by the parties.

6. Term. The term of this Agreement shall begin on the Effective Date and continue until the earlier of (a) two (2) years after the Effective Date or (b) the parties enter into a subsequent agreement that addresses confidentiality and non-use of Confidential Information. This Agreement may be terminated by a party upon sixty (60) days’ prior written notice to the other party. Notwithstanding the foregoing, the obligations contained herein shall survive termination or expiration of this Agreement (i) for a period of two

(2) years from the date of termination or expiration of this Agreement and (ii) indefinitely in relation to Confidential Information retained under section 3.

7. No Obligation. Unless and until a subsequent agreement between the parties with respect to a business relationship has been executed and delivered, neither party will be under any legal obligation to the other of any kind whatsoever with respect to such relationship, except for the matters specifically agreed to herein. Each party shall bear its own costs and expenses associated with the furnishing and evaluation of Confidential Information and involving any negotiations concerning a potential business relationship.

8. Equitable Relief. The unauthorized disclosure of Confidential Information could cause irreparable harm to the Disclosing Party for which there may be no adequate remedy at law and that an actual or contemplated breach of this Agreement shall entitle the Disclosing Party to seek equitable relief, including but not limited to both temporary and permanent injunctive relief and specific performance, in addition to and cumulative of any other available legal or equitable remedies.

{00045421.DOC; 3} Page 3 of 4

9. No Implied License. All Confidential Information Disclosing Party owns shall remain the property of the Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights or licenses, express or implied, to the Receiving Party in any Confidential Information.

10. Successors and Assigns. This Agreement will be binding upon, shall inure to the benefit of, and be enforceable by and against the parties’ respective heirs, legal representatives, successors, and assigns and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective heirs, legal representatives, successors, and assigns. However, the rights and obligations of the parties under this Agreement may not be sold, assigned, or otherwise transferred without the express prior written approval of the non-assigning party. Any attempt by either party to assign its rights or obligations hereunder without the express prior written approval of the non-assigning party shall be void.

11. Consent or Waiver. No alteration, consent, waiver, amendment, change, or supplement hereto shall be binding or effective unless the same is set forth in a writing signed by each of the parties.

12. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties related to the specific subject matter of this Agreement and the Confidential Information disclosed under this Agreement on or after the Effective Date and to the extent set forth herein supersedes any and all prior and contemporaneous agreements, arrangements, and understandings relating to the specific subject matter of this Agreement and Confidential Information disclosed under this Agreement.

13. Titles and Headings. The titles and headings used in this Agreement are for convenience only and shall not be used to limit, expand, or interpret the language used hereunder.

14. Governing Law. This Agreement shall be governed and interpreted by the laws of the State of Nebraska, without regard to any conflicts of laws principles. Any legal actions brought by either party hereunder shall be instituted in the state courts located in Lancaster County, Nebraska.

15. Export Control. Each party and its Representatives shall comply with any applicable import and export control laws, rules, and regulations relating to the import and export of technical information, materials, or products in connection with any disclosure of Confidential Information under this Agreement.

16. Counterparts. This Agreement may be executed in any number of counterparts, including by electronically scanned or emailed signatures, each of which shall be an original and when taken together shall constitute one and the same agreement.

17. Notice. Any notice required or permitted to be given under this Agreement shall be in writing, sent via certified mail or hand delivery, effective when received, and delivered to the addresses provided on the signature page of the Agreement.

[Signature page to follow]

{00045421.DOC; 3} Page 4 of 4

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

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Yuzu Labs Public Benefits Corp StudyPages

Signature:

Printed Name:

Date:

Title:

Notices to University shall be sent to:

Shaheed Merani, Assoicate Professor shaheed.merani@unmc.edu 983285 Nebraska Medical Center Omaha, NE 68198-7690

Notices to Yuzu Labs Public Benefits Corp shall be sent to:

Koen De Lombaert koen@studypages.com 2261 Market Street #5110 San Francisco, CA 94114

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645

With copy to (optional):

4857-4775-0652, v. 4

Co-founder

09/22/25 | 15:50 CDT

Koen De Lembaert

Assistant Vice Chancellor for Business F

09/22/25 | 20:04 CDT

Michael Hrncirik mailto:shaheed.merani@unmc.edu mailto:koen@studypages.com

Certificate Of Completion Envelope Id: 75DC6E85-611C-4A54-BA1A-7038EE9882D0 Status: Completed

Subject: CW36811 - Summary_Study Pages NDA.docx

Source Envelope:

Document Pages: 5 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Alex Caruso

AutoNav: Enabled

EnvelopeId Stamping: Disabled

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

1400 R Street

LINCOLN, NE 68588

ajcaruso@nebraska.edu

IP Address: 35.223.106.21

Record Tracking Status: Original

9/22/2025 3:29:48 PM

Holder: Alex Caruso ajcaruso@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Koen De Lembaert koen@studypages.com

Co-founder

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

Using IP Address:

2a02:a03f:651d:3201:fd69:a4a5:c89b:9f88

Sent: 9/22/2025 3:32:02 PM

Viewed: 9/22/2025 3:49:29 PM

Signed: 9/22/2025 3:50:56 PM

Electronic Record and Signature Disclosure:

Accepted: 9/22/2025 3:49:29 PM ID: 2a7498cf-7383-474d-8396-636412c5e559

Michael Hrncirik mhrncirik@unmc.edu

Assistant Vice Chancellor for Business F

University of Nebraska Medical Center

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 67.3.189.158

Sent: 9/22/2025 3:50:58 PM

Viewed: 9/22/2025 7:54:43 PM

Signed: 9/22/2025 8:04:48 PM

Electronic Record and Signature Disclosure:

Accepted: 9/22/2025 7:54:43 PM ID: ef54ad7e-2b76-43ca-a3bf-55d783c80318

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 Michelle Varney mvarney@unmc.edu

Security Level: Email, Account Authentication (None)

Sent: 9/22/2025 8:04:49 PM

Viewed: 9/22/2025 8:05:34 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/22/2025 3:32:02 PM

Certified Delivered Security Checked 9/22/2025 7:54:43 PM

Signing Complete Security Checked 9/22/2025 8:04:48 PM

Completed Security Checked 9/22/2025 8:04:49 PM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, NU Contracts+Ariba (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature

Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time

(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 5/16/2023 6:53:28 PM Parties agreed to: Koen De Lembaert, Michael Hrncirik

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given

us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact NU Contracts+Ariba:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: richard.horner@nebraska.edu

To advise NU Contracts+Ariba of your new email address

To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at richard.horner@nebraska.edu and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from NU Contracts+Ariba

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to richard.horner@nebraska.edu and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with NU Contracts+Ariba

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;

ii. send us an email to richard.horner@nebraska.edu and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software

The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically

To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and

You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and

Until or unless you notify NU Contracts+Ariba as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by NU Contracts+Ariba during the course of your relationship with NU

Contracts+Ariba.

https://support.docusign.com/guides/signer-guide-signing-system-requirements https://support.docusign.com/guides/signer-guide-signing-system-requirements

2025-09-22T18:49:30-0700
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