DOC1778569177.pdf

Procure-to-Pay

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

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Carahsoft Contact Jennifer Yeater

Sourcing Agent Shanon Wright Email Jennifer.yeater@carahsoft.co m

REQUESTING DEPARTMENT

Participating Campuses

Uwide

Administrative Unit/Dept.

ITS

Department Contact Todd Jensen

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

3 year contract term for unlimited docusign envelopes. By utilizing our Internet2 Membership, we are able to secure better pricing for the 3 year term

Contract Document Document Amt Total Amt Start Date End Date Notes

CW37525 $920,178.00 $920,178.00 11/1/2025

10/31/2028

COMPETITION/BID INFORMATION

Bid Number

Competition Internet2 NET+ Membership agreement

Contract Information

INTERNAL USE ONLY

CW37525

RESELLER SERVICE ORDER INTERNET2 NET+ PROGRAM

(last updated May 2025)

FORM OF RESELLER SERVICE ORDER

INTERNET2 NET+ PROGRAM

Authorized Reseller: Carahsoft Technology Corporation, 11493

Sunset Hills Rd, Reston, VA 20190 (the “Reseller”)

Primary Contact Phone: 571-662-3397

Primary Contact Email: Jennifer.Yeater@carahsoft.com

Provider: DocuSign, Inc., 221 Main Street, Suite # 1550, San

Francisco, CA 94105 (the “Provider”)

Customer: The Board of Regents of the University of

Nebraska

Associated Billing ID: [.]

Reseller Service Order Agreement No.: [.]

Customer Account Administrator Name: Todd Jensen

Customer Account Administrator Address: 1650 N 35th Lincoln, NE

68583

Contact Phone: (402) 472-0979

Contact Email: todd.jensen@nebraska.edu

Customer Billing Contact: Accounts Payable

Customer Billing Address: 1901 Y St Lincoln, NE 68588

Customer Billing Contact Phone:

Customer Billing Contact Email:

invoiceautomation@nebraska.edu

Lead Contact Name:

Lead Contact Email:

-For Enterprise Subscriptions Only-

Affiliates/ Member Institutions included in IPEDS (if applicable):

(See also Exhibit 4)

Subscription Services

(complete as applicable)

Line No. Item Description Annual Fee (per year)

(if applicable)

Aggregate Fee for Term

Term:

NOTE: Term not to exceed three (3) years.

For each Service listed, indicate initial date of the Term, “Order Start Date” and last date of the Term, “Order End Date”

1 eSignature Enterprise Pro Edition - Envelope Subs. w/support Adoption Accel.

Multi-Channel Delivery

$291,896.61 11/01/2025-10/31/2026

2 eSignature Enterprise Pro Edition - Envelope Subs. w/support Adoption Accel.

Multi-Channel Delivery

$306,482.73

11/01/2026-10/31/2027

3 eSignature Enterprise Pro Edition - Envelope Subs. w/support Adoption Accel.

Multi-Channel Delivery Docusign

$321,798.18 11/01/2027-10/31/2028

Professional and Optional Services

Line No. Item Description Fee and Timing

Aggregate Fee for Term

Term:

NOTE: Term not to exceed three (3) years.

NOTE: Professional services listed above may require additional documentation, including a statement of work, which will be attached and incorporated by reference into this Reseller Service Order.

NOTE: To the extent services are provided by Provider or Reseller and not listed above, they are to be addressed in a separate Reseller Service Order or other order form and governed thereby. Agreed change orders will be incorporated by reference into this Reseller Service Order and this cover page will be deemed modified as applicable.

NOTE: System-wide Customers to check the box and include list of system participants on Exhibit 4. ☐

NOTE: Certain Services may require Customer’s agreement to terms and conditions in addition to the Master Services

Agreement (defined below). Check this box if additional terms and conditions are attached as Exhibit 5 (Optional T&C’s) ☐

NOTE: Check this box if Customer’s state law requirements are included as Exhibit 6 (Applicable State Law Requirements) ☐

Purchase Order Required: ☐ Yes ☐ No

If Yes, Purchase Order #:

Tax Exempt: ☐ Yes ☐ No

(If Yes is checked, please provide certificate) VAT or applicable Tax #:

BACKGROUND

x

(A) Prior to the Order Start Date, the University Corporation for Advanced Internet Development d/b/a Internet2 (“Internet2”) has executed a facilitation agreement with each of DocuSign, Inc. (the

“Provider”) and Carahsoft Technology Corporation (“Reseller”), pursuant to which the Services described herein will be marketed to and made available through a program run by Internet2 NET+ (the “Internet2

NET+ Program”) to Customer.

(B) Prior to the Order Start Date, Provider entered into a contractual arrangement with Reseller (the

“Provider Reseller Agreement”), which among other things provides for Reseller (i) to serve as the authorized reseller of Provider, and (ii) to execute this Reseller Service Order to offer Customer these Services.

(C) A customer who desires to participate in receiving the Services under the Internet2 NET+ Program will execute this Reseller Service Order with Reseller.

(E) This Reseller Service Order attaches or links to service terms provided by the Provider which are incorporated by reference.

Reseller and Customer enter into this Reseller Service Order as of the latest date listed on the signature page. Reseller and Customer are each a “Party” and are, together, the “Parties.”

This Reseller Service Order is made in connection with the Internet2 NET+ Program.

This Reseller Service Order is made with respect to Provider’s Services and is subject to the terms set forth herein, including Exhibits 1-3 (which may be physically attached or available through an Internet link listed (either of which will be deemed to be attached) in the exhibits section of this document), namely (1) the DocuSign Master Services Agreement for Resell Customers for the Internet2 NET+ Program, which sets forth obligations of each of Provider and

Customer (the “Master Services Agreement”); (2) the Description of Services, which sets forth the description of services and features offered under the Internet2 NET+ Program (the “Description of Services Exhibit”); and (3) the

Trademarks and Brand Features Guidelines (the “IP Guidelines”), each of which is hereby incorporated by reference and which taken together comprise the “Reseller Service Order.” For system-wide agreements, if the above box is checked, then a list of system participants will be attached as Exhibit 4 hereto. For certain features or services, additional terms and conditions may be appropriate; if the box above is checked then such additional terms and conditions will be attached as Exhibit 5 hereto as the Optional T&C’s. For certain Customers, Exhibit 6, Applicable State Law Requirements, will be attached by mutual agreement of the Parties. If applicable, following execution of this Reseller Service Order, Customers may in certain circumstances make changes or other additions to the Services listed in the tables on the cover pages to this Reseller Service Order by Customer entering into a Reseller Change Order Form with Reseller and/or

Provider (as necessary), in the form attached as Exhibit 7. To the extent any of Exhibit 4, Exhibit 5, Exhibit 6 or Exhibit 7, is applicable, such exhibit(s) will be incorporated by reference into this Reseller Service Order as well.

1. Scope of Agreement. This Reseller Service Order will govern the Fees (defined below), payment terms, pricing standards and tiers and invoicing terms, and is subject to the Master Services Agreement. Notwithstanding the foregoing, to the extent that there is conflict between this Reseller Service Order and any provision of the Master Services Agreement or the “Agreement” referenced therein with respect to Fees (defined below), payment terms, pricing standards and tiers and invoicing terms, this Reseller Service Order will prevail.

2. Fees & Payments; Administration.

a. Reseller will charge Customer only those amounts expressly set forth above or in the corresponding statement of work for professional services, which rates have been determined using the Description of

Services Exhibit.

b. The total amount due from Customer is referred to herein as the “Fees.”

c. With the exception of professional services, the prices for the Services are set forth on a per year basis.

Fees are due annually in advance of the Services provided, and may be pre-paid, with a pre-payment discount for multi-year terms available as set forth in the Description of Services Exhibit. With respect to professional services, Fees may be due in advance or invoiced monthly in arrears for time consumed, not to exceed the hourly total listed on the relevant statement of work, in accordance with the professional services selected by Customer and the Description of Services Exhibit.

d. All Fees are due thirty (30) days from the Customer’s receipt of an invoice complying with Customers protocols (as made available to Reseller pursuant to Section 2.e). Customer’s obligation to pay all Fees is non-cancellable.

e. Invoices will be sent via email to the Customer Billing Address provided on this Reseller Service Order; in addition, if made available by Customer to Reseller, then Reseller will follow the Customer’s commercially reasonable protocol for the formatting and transmission of such invoices (e.g., inclusion of reference or PO numbers, identification of relevant information in the subject line, and/or other formatting or process related guidelines).

f. In no event will the payment terms instruct Customer to make a payment directly to Provider or any

Person other than Reseller. As between Customer and Reseller, Reseller is solely responsible for ensuring timely payment to Provider. Reseller agrees that it shall timely remit to Provider all undisputed payments due or arising from the delivery of the Services. Reseller shall use commercially reasonable efforts to ensure that there is no delay in remitting payments due under this Reseller Service Order to

Provider.

g. Each invoice will contain a line item explicitly listing any taxes due. If Customer is legally entitled to an exemption from the payment of any taxes related to the Services, and Customer provides legally sufficient evidence of its tax exemption status for each taxing jurisdiction for which Customer claims an exemption, Reseller will honor Customer’s tax exemption and not charge taxes related to the Services for which the exemption is applicable. Customer will remain obligated to pay any taxes in the event its exemption claim is denied by the relevant taxing authority.

h. Customer support will be provided in accordance with the Services selected. Further detail is set forth in the Description of Services Exhibit.

3. Data Retention; Audit Rights.

a. Reseller shall maintain for a period of at least three (3) years after such books and records are created or for such longer period of time as may be required by applicable law, all books and records relating to Customer’s orders and Reseller’s performance of its obligations. Such books and records shall be made available for review and audit by Customer, subject to Resellers’ reasonable policies with respect to security and confidentiality. Any such audit of the books and records shall be conducted during normal business hours and at the location(s) where such books and records are normally maintained.

b. In addition, following the end of the Term, Reseller shall retain any Billing Data (as defined below) in the ordinary course of business and in compliance with applicable law. If requested by Customer, Reseller will maintain account features and functionality for purposes of data retrieval for a reasonable period of time following the end of the Term.

c. In the event an audit by a Customer reveals an overpayment by Customer in connection with the Fees, within thirty (30) days following written notice of the findings of the audit delivered to Reseller, Reseller shall refund to Customer the amount of the overpayment, subject to Reseller’s right to contest the findings of the audit. In the event Customer in good faith determines that there is an error in the statement of work or invoice or purchase order, Customer shall notify Reseller in writing of any such good faith disputes promptly upon discovery and, as applicable, will set forth in such notice Customer’s calculation of the Fees actually due. Customer shall cooperate in good faith with Reseller to resolve any disputed Fees as soon as possible (but no later than thirty (30) days after Customer sent notice of the dispute). During the time in which the Parties are resolving such dispute, any disputed amounts will not be deemed overdue.

4. Authorized Partner.

a. Reseller represents and warrants that: (i) it is an authorized reseller of Provider as to the Services set forth above; (ii) this Reseller Service Order is an order for the Services set forth above; (iii) it has all rights necessary to enter into this Reseller Service Order, including all rights necessary for this Reseller

Service Order to be deemed an “Order Form” under the Master Services Agreement; (iv) it has the power and authority to flow down the terms of service contained in the Master Services Agreement; and

(v) no Fees, charges, or any other amounts billed by Reseller under this Service Order will be due from

Customer to any party other than Reseller as a result of this Customer’s receipt of the Services set forth above except to the extent otherwise expressly agreed in writing by Customer.

b. This Reseller Service Order is not intended in any way to limit the Customer’s rights under the Master Services Agreement.

5. Mutual Representations and Warranties. Subject to applicable law, each Party represents and warrants that (a) it has full power and authority to enter into this Reseller Service Order, (b) it will comply with all laws and regulations applicable to it in the course of the provision or use of the Services, and (c) it has read and understands this Reseller Service Order including its Exhibits. Reseller and its affiliates shall not access or use Customer Data, except in accordance with a separate agreement covering such access or use.

6. Additional Representations and Warranties of Reseller. Reseller represents and warrants that (a) it is an Equal

Opportunity Employer; (b) it is not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any federal or state agency; it is not delinquent on the payment of any undisputed taxes due to any state in the United States or country or jurisdiction in which Customer is located to such an extent that such delinquency would reasonably be expected to materially and adversely impact Reseller’s ability to comply with one or more of its obligations under this Reseller Service Order; (c) it has not been barred in any U.S.

jurisdiction from contracting as a result of a conviction for bid-rigging or bid rotating or as a result of a conviction or admission of bribery or attempted bribery; (d) no officer, director, partner or other managerial agent of it has been convicted of a felony under the Sarbanes-Oxley Act of 2002 or under any state or federal securities laws within five (5) years from the date hereof.

7. Term & Termination.

a. This Reseller Service Order will commence on the earliest Order Start Date listed above and continue until the latest Order End Date listed above for the term indicated above (the “Term”).

b. If either Party materially breaches this Reseller Service Order, the non-breaching Party shall have the right to give the breaching Party written notice of such breach. If the material breach is not cured within thirty

(30) days after the breaching Party’s receipt of such notice (or such later date as may be specified in such notice), the non-breaching Party shall have the right to terminate the specific portion of the Services ordered under this Reseller Service Order for which the notice of breach was issued under this section.

c. Notwithstanding anything to the contrary, (i) Customer will have the right to terminate this Reseller

Service Order following the satisfaction of the notice obligation and cure periods described in Section 7.b if Provider or Reseller ceases to provide the Services or if Provider materially breaches the Master Services

Agreement, and (ii) this Reseller Service Order will terminate automatically if the Master Services

Agreement is terminated.

d. Additionally, a Party may terminate this Reseller Service Order without the offer of a cure period:

i. To the extent legally permissible, if Reseller (i) becomes insolvent or makes a general assignment for the benefit of creditors; (ii) files a petition under the Bankruptcy Code is filed; (iii) a petition under the Bankruptcy Code is filed against Reseller, and it has not secured a dismissal of such petition within sixty (60) days after the petition is filed against it; or (iv) ceases business operations, then Customer may terminate the Reseller Service Order and with notice to Reseller, with a copy to Provider and Internet2.

ii. To the extent legally permissible, if Provider (i) becomes insolvent or makes a general assignment for the benefit of creditors; (ii) files a petition under the Bankruptcy Code; (iii) a petition under the Bankruptcy Code is filed against it and it has not secured a dismissal of such petition within sixty (60) days after the petition is filed against it; or (iv) ceases business operations, then

Customer may terminate the Reseller Service Order, with notice to Provider and Reseller, with a copy to Internet2.

iii. To the extent legally permissible, if Customer (i) becomes insolvent or makes a general assignment for the benefit of creditors; (ii) files a petition under the Bankruptcy Code; (iii) a petition under the Bankruptcy Code is filed against it and it has not secured a dismissal of such petition within sixty (60) days after the petition is filed against it; or (iv) ceases business operations, then Provider or Reseller may terminate the Service Terms and Reseller Service Order, with notice to Customer and Reseller, with a copy to Internet2.

iv. If at any time Internet2 affirmatively decides to remove the Services from the Internet2 NET+ Services Catalog, Customer may terminate the Reseller Service Order upon at least sixty (60) days’ notice to Provider and Reseller.

v. If Provider fails to comply with the requirements of the Section 4 of the Master Services Agreement or with any other obligations identified in the Service Provider Online Security Policy or Privacy Policy, then Customer may terminate the Reseller Service Order, with notice to Provider and Reseller, with a copy to Internet2, following the expiration of the cure period described in

Section 7.b above.

vi. If Provider or Customer terminate Customer’s license to such Services under Section 11.17 of the Master Services Agreement, then Provider or Customer may terminate this Reseller Order with notice to Reseller, and without any right to cure.

e. Whenever a Party has a right to terminate this Reseller Service Order, such Party will not incur any liability as a result of such termination except where otherwise expressly set forth in this Reseller Service Order, and this provision is also not meant to excuse Customer from paying all accrued amounts owed to Reseller as well as all amounts owed or which will subsequently become due from Customer to be paid to Reseller, in each case that are earned prior to the termination of the Reseller Service Order, or if Customer continues to receive Services, following the effective date of breach, expiration, or termination.

f. Promptly following any termination of this Reseller Service Order, to the extent there are any pre-paid

Fees, (i) if the termination was due to Provider’s breach or was a termination under Section 7(d)(ii) or

7(d)(vi), then Provider or Reseller will refund such portion of any prepaid Fees actually received by Provider or Reseller (as applicable) for any period of the Term which has not yet occurred, and (ii) if the termination was due to Reseller’s breach of this Reseller Service Order or under Section 7(d)(i), then

Reseller will refund such portion of any prepaid Fees for any period of the Term which has not yet occurred.

g. This Reseller Service Order may be cancelled or terminated at any time by mutual agreement of the Parties; in connection with a transition from a set of Services to a different set of Services, the Parties will follow the process set forth in the Description of Services Exhibit or as may be mutually agreed from time to time. Additional Services may be added using Exhibit 7 and will be deemed part of and incorporated into this Reseller Service Order.

h. The Term of this Reseller Service Order may not exceed three (3) years.

8. Billing Data; Confidentiality; Customer Data.

a. Reseller will handle and process Customer’s payment and billing details and information (“Billing Data”), and will treat any such information that is confidential with the same level of care that it would treat confidential or protected information of its own or of its other customers.

b. Reseller will handle and process any other confidential or proprietary data, which will include materials marked as confidential, sensitive or proprietary as well as non-public information related to potential projects, funding sources, collaboration and any other non-public details submitted to Reseller in connection with a request for a quote or the delivery of Services (“Confidential Information”), as confidential with the same level of care that it would treat confidential or protected information of its own or of its other customers. Confidential Information does not include (i) information which was rightfully in the recipient’s possession at the time of disclosure without restriction on use or disclosure,

(ii) information independently developed by Reseller without use of or reference to Confidential

Information disclosed, or (iii) information which was rightfully obtained by the recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure. This Reseller

Service Order and the exhibits hereto are not Confidential Information.

c. This Reseller Service Order does not include the provision of services by Reseller for the implementation or integration of Provider’s products or services. Such services may only be provided by Reseller and purchased by Customer under a separate agreement.

d. With respect to Customer Data (as such term is defined in the Master Services Agreement), Reseller (and its contractors or agents) represents and warrants that it will not have access to any Customer Data.

9. Press Release and Other Public Disclosures.

a. Customer, Reseller, and Internet2 will each have the right and authority, to publicly disclose in a public statement, press release or otherwise, that Customer has executed this Reseller Service Order in conjunction with an agreement between Customer and Provider to receive the Services set forth above in connection with the “Internet2 NET+ Program” and, subject to Customer’s style guidelines, to display Customer’s and/or Reseller’s supplied logo on its and in any marketing materials approved in writing by Customer, as set forth on the IP Guidelines at Exhibit 3.

b. Customer explicitly consents to and authorizes Reseller to provide Internet2 with notice of Customer’s execution of this Reseller Service Order, notice of any subsequent orders placed by Customer pertaining to this Reseller Service Order (whether using this form, a similar form or through other means), including Customer’s name, Customer contact names and contact information, the length of the term, Services ordered (and a description of the aggregate use of such Services), payments due and made and any specific terms of this Reseller Service Order. Such reports may also include all reasonable information regarding Customer’s use of the Services. Customer consents to the provision, or causing to be provided, such materials Reseller may delegate this action to Provider, in its sole discretion.

c. The Parties acknowledge and agree that neither Provider nor Reseller are subcontractors or agents of Internet2 and that Internet2 is not: (i) a reseller of the Services; (ii) in any way, directly or indirectly, providing the Services; or (iii) an agent of Provider, Reseller, or Customer. All references, representations, warranties and covenants made in this Reseller Service Order (including in any exhibits attached hereto), whether express or implied, concerning in any way Customer, Provider, Reseller and/or any of the Services, are not made by or in conjunction with Internet2. Reseller and Customer each hereby waive any rights to bring any claims against Internet2 under, arising out of, or related to this Reseller Service Order, the Master Service Agreement or any other agreement with Reseller or Provider.

10. Insurance.

a. Reseller represents and warrants that it has in force, and will maintain in force throughout the Term and thereafter to ensure Customer is protected, insurance policies sufficient in nature and amount to protect from the conduct, acts or omissions of Reseller, its employees and contractors and agents. The insurance shall include adequate coverage for (i) liability arising from theft, dissemination, and/or use of Customer Data; (ii) network security liability arising from the unauthorized access to, use of, or tampering with computer systems; and (iii) liability arising from the introduction of a computer virus or other malicious code or functionality into, or otherwise causing damage to a computer system, data, network or similar related property. Each insurance policy will have only such deductibles as are reasonable and customary.

b. At Customer’s request, Reseller will ensure that the commercial general liability policies and cyber liability policies it maintains will all include Customer and its invitees, guests, partners, principals, employees, agents, servants, representatives, successors, and assigns as additional insureds in connection with the activities and services of Reseller, its employees and its contractors and agents contemplated by this Reseller Service Order.

c. Upon request from Customer at any time, Reseller will promptly forward to Customer a certificate of insurance verifying that Reseller has the insurance set forth in this Section 10.

11. Contractor/ Agents. Reseller shall have the right to use contractors and agents. All actions or omissions of

Reseller’s contractors and agents when acting on Reseller’s behalf in performance of this Reseller Service Order are attributable to Reseller for all purposes under this Reseller Service Order. Without limiting the foregoing, Reseller will ensure that each of its agreements with any contractors or agents include provisions requiring that they agree to abide by and comply with those terms of this Reseller Service Order which by their nature apply to contractors or agents. Provider is a sub-contractor of Reseller in connection with the provision of the Services (subject to the Master Services Agreement).

12. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS RESELLER SERVICE ORDER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE STATE LAW, RESELLER (A) DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT, AND (B) MAKES NO

REPRESENTATION ABOUT CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SERVICES. RESELLER DOES NOT

WARRANT THAT OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICES ARE NOT

DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. IF RESELLER HAS COMPLIED WITH ITS

OBLIGATIONS UNDER THIS RESELLER SERVICE ORDER AND THERE IS A DELETION OF ANY CUSTOMER DATA, THEN

RESELLER AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR SUCH DELETION OF CUSTOMER DATA.

BECAUSE THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES OR JURISDICTIONS, THE ABOVE

DISCLAIMER MAY NOT APPLY TO CUSTOMER.

13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE STATE LAW AND SUBJECT TO

SECTION 12,

a. Customer Liability:

i. CUSTOMER WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS RESELLER SERVICE

ORDER FOR: (I) LOST PROFITS; (II) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES); OR (III) EXEMPLARY OR

PUNITIVE DAMAGES.

ii. CUSTOMER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS RESELLER SERVICE ORDER IS LIMITED TO THE FEES CUSTOMER PAID UNDER THIS RESELLER SERVICE ORDER DURING THE

TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE. THIS LIMITATION DOES NOT APPLY TO

AMOUNTS OWED BY CUSTOMER FOR PURCHASES UNDER THIS AGREEMENT.

b. Reseller Liability:

i. RESELLER WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS RESELLER SERVICE

ORDER FOR: (I) LOST PROFITS; (II) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES); OR (III) EXEMPLARY OR

PUNITIVE DAMAGES.

ii. WITH RESPECT LIABILITY RELATED TO PAYMENT OBLIGATIONS, REFUNDS, CREDITS, INVOICES AND SIMILAR MATTERS, RESELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS RESELLER SERVICE ORDER IS LIMITED TO THE FEES CUSTOMER PAID UNDER THIS RESELLER SERVICE

ORDER DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE.

c. Exceptions to Limitations: NOTHING IN THIS RESELLER SERVICE ORDER EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR: (A) DEATH, PERSONAL INJURY, OR DAMAGE TO REAL OR TANGIBLE PROPERTY RESULTING FROM SUCH PARTY’S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS; (B)

FRAUD OR FRAUDULENT MISREPRESENTATION; (C) INFRINGEMENT OF THE OTHER PARTY'S

INTELLECTUAL PROPERTY RIGHTS; (D) PAYMENT OBLIGATIONS UNDER THIS RESELLER SERVICE ORDER;

(E) BREACHES OF CONFIDENTIALITY OBLIGATIONS OR PRIVACY LAWS (AS APPLICABLE) OR (F) MATTERS

FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

d. As to Customer's exposure for liability, Section 12 and Section 13 shall only apply to the extent such are permitted to apply under governing law, and without waiver of sovereign immunity, if applicable.

14. Notices.

Any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing and sent using: (a) DocuSign Services; (b) certified or registered mail; or (c) a nationally recognized overnight courier, to the appropriate Party at the address set forth above. Each Party hereto expressly consents to service of process by registered mail. Either Party may change its address for receipt of notice by notice to the other Party through a notice provided in accordance with this Section 14. Notices are deemed given upon receipt if delivered using DocuSign Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.

15. Miscellaneous.

a. This Reseller Service Order will be construed and enforced in accordance with Governing Law, without reference to its choice of law rules. The Parties agree that any legal action or proceeding under, arising out of, or related to this Reseller Service Order shall be brought exclusively in the courts located in the state in which Customer’s main campus is located and each Party waives any objection to the propriety or convenience of such venues. “Governing Law” means the law of the state in which Customer’s main campus or principal place of business (if there is no main campus) is located.

b. This Reseller Service Order may be signed in counterparts, which together constitute the Reseller Service Order. A signature delivered by electronic means or by facsimile will be considered an original.

c. Neither Party may assign all or any part of this Reseller Service Order without the other Party’s written consent. Any assignment or delegation to the contrary will be deemed void from its inception.

Customer may not resell, sublicense, or use in a service bureau any Services acquired under this Reseller Service Order. Subject to the foregoing restrictions, this Reseller Service Order will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

d. This Reseller Service Order, including all exhibits that are, or may be hereafter, attached to this Reseller Service Order, constitute the entire agreement, and supersedes any and all prior agreements, whether written or oral, between the Parties with regard to the subject matter hereof; provided, however, that the Parties acknowledge that Customer may have an existing commercial relationship with Provider and this Reseller Service Order is not intended to replace or supersede such relationship unless it is explicitly indicated in writing and acknowledged in writing by Provider.

e. Those provisions of this Reseller Service Order which are by their nature continuing will survive any termination or expiration of this Reseller Service Order. The terms of this Reseller Service Order will not be construed either in favor or against either Party by virtue of a Party’s involvement in preparing or reviewing this Reseller Service Order, as each Party had the opportunity to review, and have its counsel review, the terms of this Reseller Service Order prior to its execution.

f. Internet2 is deemed a third-party beneficiary of this Reseller Service Order with respect to Section 6, 7 and 9 of this Reseller Service Order.

The Parties have caused their duly authorized representatives to execute this Reseller Service Order as of the dates set forth below.

CUSTOMER:

University of Nebraska

RESELLER:

CARAHSOFT TECHNOLOGY CORPORATION

By (Signature): __________________________________ By (Signature): ___________________________________

Name (Printed): __________________________________ Name (Printed): ___________________________________

Title: __________________________________ Title: ___________________________________

Date: __________________________________ Date: ___________________________________

Exhibit 1

Master Services Agreement

(see attached)

Exhibit 1

Master Services Agreement

(see attached)

DocuSign MSA for the Internet2 NET+ Program

DocuSign Master Services Agreement for Resell Customers

(attached to and incorporated into Reseller Service Order)

For the INTERNET2 NET+ PROGRAM

This DocuSign Master Services Agreement for Resell Customers (the “MSA”) is made between DocuSign, Inc., a Delaware corporation, (“DocuSign”) and the Customer (the “Customer”) identified in the Reseller Service Order to which this MSA is attached (the “Order Form”), together referred to as the “Parties” and each individually as a “Party.” Internet2 (as defined in the Order Form) is not a party to this MSA or any policies or other agreements incorporated herein.

The Order Form and this MSA are made in connection with the Internet2 NET+ Program (as defined in the Order Form).

Each Party agrees as follows:

Specific services terms, product details and any applicable license and/or subscription terms may be set forth in applicable Service Schedule(s), each of which become binding on the Parties and subject to this MSA upon the provisioning of any DocuSign Services to Customer. Customer’s use of the DocuSign Services is governed by and incorporates the following documents in effect as of the date of last update of such documents (provided, however, that any update of such document that results in a conflict with the language of this MSA will not be deemed effective to the extent of such conflict in accordance with the priority language below) (such documents, with the MSA, collectively referred to as the “Agreement”) that consists of:

1. any attachments and/or appendix(ices) to a Service Schedule;

2. Service Schedule(s) found at https://www.docusign.com/company/terms-and-conditions/reseller-msa-service-schedules (each a “Service Schedule”, and together, the “Service Schedules”); and

3. this MSA.

The applicable attachment(s), appendix(ices), and Service Schedule(s) are determined by the DocuSign Service(s) purchased on the Order Form.

In the event of a conflict between any attachment, appendix, Service Schedule or this MSA, the order of precedence in order of control is as follows: (1) the MSA, (2) the Service Schedules, (3) any attachments and/or appendices to a Service Schedule, and (4) the Order Form and the Statement of Work (if applicable).

In all events, Governing Law as set forth in this MSA will apply, regardless of any conflict of terms and notwithstanding any statement of order of priority or control.

This offer by DocuSign is expressly conditioned on assent to the terms and conditions of this Agreement, and except as provided in the Order Form, any different or additional terms or conditions specified by Customer at any time in purchase orders or other documentation are hereby rejected.

Resell Customer MSA Version: July 17th, 2018.

https://www.docusign.com/company/terms-and-conditions/reseller-msa-service-schedules https://www.docusign.com/company/terms-and-conditions/reseller-msa-service-schedules https://www.docusign.com/company/terms-and-conditions/reseller-msa-service-schedules

TABLE OF CONTENTS

SECTION 1 DEFINITIONS

SECTION 2 THE DOCUSIGN SERVICES

SECTION 3 OWNERSHIP AND GRANT

SECTION 4 SECURITY AND CUSTOMER DATA

SECTION 5 PAYMENT OF FEES

SECTION 6 TERM AND TERMINATION

SECTION 7 REPRESENTATION, WARRANTIES & DISCLAIMERS

SECTION 8 THIRD PARTY CLAIMS AND ADDITIONAL OBLIGATIONS

SECTION 9 LIMITATIONS OF LIABILITY

SECTION 10 CONFIDENTIALITY

SECTION 11 GENERAL

1. DEFINITIONS

“Account” means a unique enterprise-wide account established by Customer to enable its Authorized Users to access and use the DocuSign Services.

“Account Administrator” is an Authorized User who is assigned and expressly authorized by Customer as its agent to manage Customer’s Account, including, without limitation, to configure administration settings, assign access and use authorizations, request different or additional services, provide usage and performance reports, manage templates, execute approved campaigns and events, assist in third-party product integrations, and accept updated terms and conditions, including privacy disclosures; provided that such updated terms comply with Section 11.4 (Governing Law).

Customer may appoint an employee or a third-party business partner or contractor to act as its Account Administrator and may change its designation at any time through its Account.

“Affiliate” of a Party means any entity that the Party directly or indirectly owns or controls more than fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a Party’s Affiliate as long as that interest is maintained.

“Authorized User” for purposes of this Agreement means one individual natural person, whether an employee, business partner, contractor, or agent of Customer or its affiliates who is registered by Customer to use the DocuSign Services as a

“sender”. An Authorized User must be identified by a unique email address and user name, and two or more persons may not use the DocuSign Services as the same Authorized User. When a person who is authorized by Customer

Administrator to use the DocuSign Services as a “sender”, and uses the DocuSign Services (or other service of DocuSign or Reseller) in a manner that is not through such Customer, then such person will not be deemed an “Authorized User” for the purposes of this Agreement in those instances.

If the Authorized User is not an employee of Customer, use of the DocuSign Services will be allowed only if the user is accessing or using the DocuSign Services solely to support Customer’s and/or Customer affiliates’ internal business purposes and if Customer has explicitly allowed such use.

A user of the DocuSign Services acting in the capacity as a “viewer” or a “Recipient” will not be considered an “Authorized

User” when operating in that capacity.

“Applicable Law” means, with respect to any Person, matter or thing, any current or future U.S. Federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Authority applicable to such Person, matter or thing.

“Confidential Information” means (a) for the benefit of DocuSign, nonpublic information relating to our technology, customers, business plans, promotional and marketing activities, finances, beta testing and other business affairs and

Documentation; (b) for the benefit of Customer, Customer Data; and (c) for the benefit of both Parties, any other information of a Party that is disclosed by such Party (the “Disclosing Party”) in writing or orally and is designated as confidential or proprietary at the time of disclosure to the Party receiving Confidential Information (the “Receiving

Party”); provided that in the case of oral disclosures, such information will be summarized in writing and delivered by the Disclosing Party to the Receiving Party within thirty (30) days of the initial disclosure. Confidential Information does not include any information that: (i) can be demonstrated was or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) was rightfully in the Receiving Party’s possession at the time of disclosure without restriction on use or disclosure; (iii) can be demonstrated was independently developed by the Receiving Party without use of or reference to the Disclosing Party 's Confidential Information; or (iv) was rightfully obtained by the Receiving Party from a third party not known by the Receiving Party following reasonable inquiry to be under a duty of confidentiality or similar restriction. Confidential Information does not include any RFPs submitted in connection with the execution of the underlying Order Form, this Master Services Agreement, or any other attachments to the Order Form (except to the extent, if at all, Customer designates certain financial terms or project details as confidential, in which instance only those terms identified as confidential shall be treated as “Confidential Information.”)

“Customer” means the entity that is listed on the Order Form to which this MSA is attached.

“Customer Data” means any content, eDocuments, materials, data and information that Customer or its Authorized Users enter into the DocuSign Services, including, but not limited to, any Customer Personal Data and information contained in eDocuments. Customer Data does not include any component of the DocuSign Services or material provided by or on behalf of DocuSign.

“Documentation” means DocuSign's then-current technical and functional documentation for the DocuSign Services as made generally available by DocuSign.

“DocuSign Cloud Service(s)” means any subscription-based, hosted solution that is supported and operated on demand and provided by DocuSign under this Agreement.

“DocuSign Service(s)” means the services offered by DocuSign to Customer pursuant to the Internet2 NET+ Program, which services may include (without limitation) DocuSign Cloud Services, Professional Services, optional services and add-on services, and additional services that are subsequently identified as services a customer may order through the Internet2 NET+ Program; DocuSign Services specifically includes those identified on the Order Form to which this

MSA is attached, and, if applicable, any services identified in a statement of work with between Customer on one hand, and DocuSign or Reseller, on the other hand, entered into or issued in connection with such Order Form.

“eDocument” refers to a contract, notice, disclosure, or other record or document deposited into the DocuSign Service by

Customer for processing by DocuSign.

“FERPA” means the Family Educational Rights and Privacy Act, 20 U.S.C. 1232g, and its implementing regulations.

“Governing Law” means, if Customer is an institution of higher education, the law of the state in which Customer’s main campus is located. If Customer is not an institution of higher education, “Governing Law” means the state where

Customer’s principal place of business is located.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.

“Order Form” means the online or paper ordering document between Customer and Reseller specifying the relevant

DocuSign Services ordered and purchased by Customer from the Reseller in connection with the Internet2 NET+ Program to which these terms are attached (via link or physically attached).

“Order End Date” means the end date for provision of a respective DocuSign Service specified in the Order Form.

“Order Start Date” means the start date for provision of a respective DocuSign Service specified in the Order Form.

“Person” means any individual, partnership, corporation, limited liability company, university, institution of higher education, trust, decedent’s estate, joint venture, joint stock company, association, governmental body or agency, or other entity.

“Personal Data” includes but is not limited to: personal identifiers such as name, address, phone number, date of birth, Social Security Number, and student or personnel identification number; personally identifiable information contained in student education records as that term is defined under FERPA; IP address; driver’s license number; other state- or federal-identification numbers such as passport, visa or state identity card numbers; account number or credit or debit card number, or an account number or credit card number in combination with any required security code, access code or password that would permit access to an individual’s financial account; and such other data and information as may be specified by Applicable Law as “personal data” or the equivalent thereof.

“Privacy Policy” means the privacy policy of DocuSign set forth at https://www.docusign.com/company/privacy-policy as may be amended by DocuSign form time to time.

“Professional Services” means any integration, consulting, architecture, training, transition, configuration, administration, and similar ancillary DocuSign Services that are set forth in an Order Form or a statement of work accompanying the Order Form.

“Recipients” means individuals who receive Envelopes for review and/or signature via the DocuSign Service from an

Authorized User in connection with an Account created pursuant to the Order Form. For clarification, Recipients (i) may only access Envelopes that are sent to them by Authorized Users, (ii) will not in their capacity as Recipients have access to an Account, and (iii) are not Authorized Users under this Agreement. A Recipient may create an account with DocuSign, but it will be wholly separate from DocuSign’s relationship with Customer, and will not be subject to the Order Form or this

MSA; for the avoidance of doubt, Customer is not responsible for the actions or inactions of Recipients, and such actions or inactions will not be attributable to Customer.

“Reseller” means Carahsoft Technology Corporation, or its successor or the replacement named in writing by

DocuSign and Internet2, or any other reseller authorized by Provider and Internet2 in connection with the Internet2

NET+ Program.

“Retention Period” means a ninety (90) day period beginning on the termination date of an Order Form or this

Agreement; provided, however, that if the Order Form is renewed, replaced or otherwise modified to extend beyond the original indicated Order End Date, then the Parties shall initiate the Retention Period on the data indicated in any Notice providing for termination of the DocuSign Services or the date which DocuSign ceases to provide the DocuSign Services.

“Specifications” means the technical specifications set forth in the “Subscription Service Specifications” available at http://www.docusign.com/company/specifications.

2. THE DOCUSIGN SERVICES

2.1 Right to Use. DocuSign will provide the DocuSign Services to Customer set forth in the Order Form and if applicable, any accompanying Statements of Work. Subject to the terms and conditions of this Agreement, DocuSign grants Customer a limited nonexclusive, nontransferable, non-sublicensable enterprise-wide right and license for the duration of Term to: (a) use the DocuSign Services; (b) implement, configure, and, through its Account Administrator, permit and enable its Authorized Users to access and use the DocuSign Services; (c) access and use the Documentation;

and (d) all other rights granted to each Customer in the Order Form and this Agreement. Customer will use commercially reasonable efforts to instruct all Authorized Users using the DocuSign Services under its Account to comply with all of obligations under this Agreement that are relevant to their use. Customer shall use commercially reasonable effort to prohibit unauthorized use of the DocuSign Services and, if any such unauthorized use is identified by Customer, to terminate any unauthorized use and if appropriate, seek assistance from DocuSign. If DocuSign becomes aware of a violation of the terms of this Agreement by an Authorized User, it will promptly notify Customer.

2.2 Customer’s Acknowledgment. Provision of the DocuSign Services is conditioned on

Customer’s acknowledgement of, and agreement to, the following:

a. Nothing in this MSA may be construed to make DocuSign a party to any eDocument processed through the DocuSign Cloud Services, and DocuSign makes no representation or warranty regarding the transactions sought to be effected by any eDocument;

b. Between DocuSign and Customer, Customer has exclusive control over and responsibility for the content, quality, and format of any eDocument. All eDocuments stored by DocuSign are maintained in an encrypted form, and

DocuSign has no control of or access to their contents; and https://www.docusign.com/company/privacy-policy

c. Customer is solely responsible for making available to third parties (including parties to its eDocuments) all contracts, documents, and other records required by Applicable Law, including, without limitation, electronic…