DOC1789893977.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 INTELLISTACK ACQUISITION CO

INTELLISTACK LLC

Contact Franco Campana

Sourcing Agent Shanon Wright Email Franco.campana@formstack.c om

REQUESTING DEPARTMENT

Participating Campuses

UNMC

Administrative Unit/Dept.

IT

Department Contact David Padgett

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

1 year renewal for Platform Pro

Contract Document Document Amt Total Amt Start Date End Date Notes

CW38162 $48,420.00 11/01/2025 11/01/202

$11,304.89 1/13/2025

$8,400.00 12/21/2021

COMPETITION/BID INFORMATION

Bid Number

Competition

Contract Information

MSA completed 2021

INTERNAL USE ONLY

CW38162

Sales Order for University of Nebraska Medical Center

Parties: Intellistack, LLC and University of Nebraska Medical Center ("Customer") Prepared by: Franco Campana Valid Until: 10/31/2025

Billing Information

Bill To Contact Sold To Contact

Entity Name:

Entity Name:

Street Address:

Street Address:

City, State, Zip:

City, State, Zip:

Country:

Country:

Contact Name:

Contact Name:

Email:

Email:

Phone:

Is a Purchase Order required for this purchase? [ ] YES [ ] NO

If applicable, provide PO #:

Subject to the terms and conditions to this Sales Order and the Agreement (defined below), Intellistack, LLC ("Intellistack") will provide the below-mentioned Services to the Customer. The Fees set forth in the table herein are in USD and are exclusive of all applicable taxes, levies, duties, VAT, or GST unless otherwise agreed. Taxes may be outlined in the invoice, and Customer will increase the amount payable to Intellistack by the amount of such taxes so that Intellistack receives the full amount of all fees and expenses. If Customer is tax-exempt, instructions for the exemption process will be outlined in Customer's invoice.

Subscription Services

Service Term (in months): 12 Service Start Date: 11/01/2025

Product Total Price

Platform Pro $0.00

Platform - Full Access User $0.00

Streamline Premium $50,000.00

CLM Module $0.00

Pricing Notes:

A one-time credit of $1,579.59 will be applied against the Total Price of $50,000.00, reflecting the prorated value remaining on the Customer's previous agreement. The total amount due for the Initial Service Term beginning November 1, 2025, will be $48,420.41.

dapadgett@nebraskamed.com

University of Nebraska Medical Center invoiceautomation@nebraska.edu

X

David Padgett

Sales Order for University of Nebraska Medical Center

Billing Frequency: Annual Payment Method: ACH/Wire Payment Terms: Net 30

General: As of the date of the later signature of a party hereto ("Sales Order Effective Date"), this Sales Order is made by and between Intellistack and the Customer. Unless otherwise negotiated and agreed in writing between the parties, this Sales Order is not cancellable, and the fees are not eligible for a refund. Use of the Services will be governed by the Software Services Agreement,as amended by the First Amendment (collectively the "Agreement"). This Agreement, along with any Product Addenda or other agreement incorporated therein, constitutes the complete and mutual understanding of the parties and supersedes all previous written and oral agreements and communications relating to the subject matter hereof. Capitalized terms not defined herein shall have the same meaning as detailed under the Agreement. If Intellistack is required to initiate legal action due to nonpayment of fees, Customer shall bear all costs resulting from the collection of such fees. Intellistack reserves the right to increase list pricing upon renewal, and all discounts set forth in this Sales Order relate to the Services provided during the Initial Service Term of the Services. Services may be added during the Term and will be prorated for the portion of that Term remaining at the time the Services are added. Any added Services will terminate on the same date as the underlying Services. This Sales Order may only be modified or amended by a written amendment signed by both parties. In the event of a conflict between the terms of the Agreement and this Sales Order, the terms of the Agreement shall control. If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. Any terms contained in any other documentation provided by Customer to Intellistack, even if executed by the parties, is void and will not become part of the Sales Order or bind the parties.

Customer represents that the representative executing this Sales Order has the authority to bind Customer. By signing below, the Customer agrees to purchase the Services set forth herein.

IN WITNESS WHEREOF, the parties have caused this Sales Order to be executed by their respective duly authorized representative as of the Sales Order Effective Date.

Customer: University of Nebraska Medical Center Intellistack, LLC

Signature: Signature:

Printed Name: Printed Name:

Title: Title:

Date: Date:

● 50,000 Sessions

● 5 Data Sources

● Data fabric to power data read and write across supported systems and data formats

● Data classification of connected data source and identification of sensitive data

● Comprehensive workflow builder with capabilities for building out forms and support for conditional and branching logic, assignment & routing, and digital signatures.

● Data activation to prefill forms, documents and notifications with data from the Data Fabric.

● Governance features including Role-Based Access Control (RBAC) and policies to enforce controls throughout the platform.

● Audit, activity logs and approvals to manage and track changes to platform projects.

● Robust developer experience with token based authentication, Platform APIs and guides.

● AI helper agent to accelerate access to notifications and insights.

● Unlimited Admin and Builder users on the platform.

Plan Features

Matt Gard

VP, Accounting

10/24/25 | 12:22 CDT

Assistant Vice Chancellor for Business F

Michael Hrncirik

10/26/25 | 15:43 CDT

https://www.formstack.com/terms

FORMSTACK MASTER SERVICES AGREEMENT

THIS FORMSTACK MASTER SERVICES AGREEMENT (the "Agreement") is made and entered as of December 21, 2021 (the "Effective Date") by and between Formstack, LLC, an Indiana limited liability company

("Formstack") and the Board of Regents of the University of Nebraska for and on behalf of the University of

Nebraska Medical Center (the "Customer"). Formstack and Customer agree as follows:

1. DEFINITIONS

"Affiliate" means any entity, directly or indirectly through one or more intermediaries, that is controlled by or is under common control with a party hereunder. For the purposes of this definition, "control" means the ability to direct its affairs and/or to control the composition of its board of directors or ownership of more than fifty percent

(50%) (or such lesser percent as may be the maximum that may be owned by foreign interests pursuant to the applicable laws of the country of incorporation) of (a) the shares of stock entitled to vote for directors in the case of a corporation; or (b) the equity or interests in profits in the case of a business entity other than a corporation.

"Data" means all data collected, processed and retained by Formstack in connection with providing the

Services, including without limitation, information, content and media files uploaded by Customer.

"Documentation" means any manuals, instructions or other documents or materials that Formstack provides or makes available to Customer in any form or medium, which describe the functionality, components, features or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use or support thereof.

"Intellectual Property Rights" means all common law or statutory: (a) patents, patent applications, and patent rights; (b) rights associated with original works, authorship, moral rights, copyrights and all their exclusive rights; (c) rights relating to the protection of trade secrets and Confidential Information; (d) rights associated with designs, industrial designs and any other design; (e) rights analogous to those rights set forth above and all other industrial or intellectual property rights; and (f) registrations, provisionals, continuations, continuations-in-part, renewals, reissues, reexaminations and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.

"Purchase Order" means the order form(s) mutually agreed to in writing by Customer and Formstack describing the Services, including without limitation, the type, fees and duration of the Services, in a form substantially similar to the Purchase Order set forth in Schedule A, attached hereto. All Purchase Orders shall be subject to and incorporated into this Agreement.

"Service(s)" means Formstack's online application for creating and managing website forms and provided to Customer under this Agreement and according to the Purchase Order, and in the case of a Formstack Affiliate, the online or hosted services listed in the applicable Purchase Order.

"Systems" means modems, servers, software, network and communications equipment and ancillary services that are owned, controlled or procured by Customer.

2. PURCHASED ACCESS TO SERVICES

2.1 Services. Subject to all terms and conditions of this Agreement, Formstack will use commercially reasonable efforts to provide Customer access to the Services. Formstack, in its sole discretion, may provide the

Services using third party vendors or service providers. Subject to the terms of this Agreement, Formstack shall be liable for such third party vendors' and service providers' breach of this Agreement. Customer shall pay Formstack the fees specified in the Purchase Order.

2.2 Limitations. Formstack will not be responsible or liable for any failure in the Services or other damages, losses or claims resulting from or attributable to (a) Systems of the Customer or its Affiliates, users, or clients, (b) network, telecommunications or other service or equipment, (c) Customer's or a third party's (except for a third party subcontractor engaged by Formstack to provide the Services) products, services, negligence, acts or omissions, (d) Customer's breach of Section 3 of this Agreement, (e) scheduled maintenance or (f) loss or inaccuracy of Data or unauthorized access or breach by third parties, except as expressly provided in Section 3.1.

2.3. Customer's Account. Customer is responsible for all activities that occur under Customer's account.

Customer is responsible for maintaining the security and confidentiality of all usernames and passwords associated with Customer's account. Customer agrees to notify Formstack immediately of any unauthorized use of Customer's username or password or account or any other known or suspected breach of security. As between Customer and

Formstack, Customer is responsible for compliance with the provisions of this Agreement by its employees, agents, subcontractors and end-users and for any and all activities that occur under Customer's account.

2.4 Systems. Customer shall be responsible for obtaining and operating all Systems needed to use the

Services and shall conduct all of its own backup, recovery and maintenance services on its Systems. Customer shall ensure that all Systems are compatible with the Services.

2.5 Affiliates. Customer may purchase the Services of Formstack Affiliates under this Agreement by

Customer and the Formstack Affiliate executing a Purchase Order substantially in the form set forth in Schedule A.

Such Purchase Orders shall be subject to and incorporate this Agreement. If terms in a Purchase Order conflict with this Agreement, those conflicting provisions will have no effect unless specifically agreed in writing by both

Customer and the Formstack Affiliate and then only as to such Purchase Order. The liability of each Formstack

Affiliate and Formstack under this Agreement shall be several and not joint. Formstack or the Formstack Affiliate, as the case may be, shall only be liable under this Agreement as to the specific Purchase Order it signed. In such cases, all references to "Formstack" in this Agreement shall mean the Formstack Affiliate and such Formstack

Affiliate shall be a party to this Agreement. Customer's Affiliates may purchase Services pursuant to this Agreement provided such Customer Affiliate signs the Purchase Order and complies with this Agreement. Customer shall be jointly and severally liable for a Customer Affiliate's breach of this Agreement.

3. PROPRIETARY RIGHTS; CUSTOMER OBLIGATIONS

3.1 Data. As between the parties, Customer shall own all Data submitted by Customer to Formstack or collected by Formstack from Customer. Customer hereby grants Formstack a license to use, copy, display, and distribute Data for the purposes of providing the Services. Customer agrees to create archival copies or backup copies of all Data. Customer hereby expressly acknowledges that the Services are not intended to be a data backup service, and Customer agrees not to use the Services as a data backup service. Customer represents and warrants that no Data provided by it shall infringe on any Intellectual Property Rights or other rights of third parties. Customer shall have the sole responsibility for accuracy, quality, integrity, legality, reliabilities, appropriateness of and copyright permissions for all Data. Formstack provides no warranties, representations or indemnification to

Customer or any of its users for their access to, and use of, Data. Formstack additionally makes no representations or warranties regarding its ability to recover any Data lost. Formstack shall not be responsible to Customer or any third party for any actions taken by Customer or such third party with respect to the Data after the Data leaves the custody of Formstack. To the extent any Data is transmitted or stored with Formstack in an encrypted format, Formstack may not be able to identify the contents of such Data and would only be able to notify Customer generally of any incident involving such encrypted Data but not provide additional, detailed information about the specific contents of the Data. Formstack shall not be liable to Customer for any damages or costs incurred by Customer in responding to a security breach or any loss or theft of Data, where such breach is not directly attributed to an intentional or grossly negligent act or omission of Formstack.

3.2 License/No Additional Rights. Formstack retains all rights in the Services. This Agreement grants no ownership rights to Customer. Formstack hereby grants to Customer a revocable (in accordance with this

Agreement), non-exclusive, non-sublicensable, non-transferable, limited license to use the Services, or any component thereof, during the Term and in accordance with the restrictions set forth herein for Customer's internal business purposes only. Except for the limited rights and licenses expressly granted hereunder, no other license is granted to Customer, no other use is permitted and Formstack (and its licensors) shall retain all right, title and interest in and to the Services (including all Intellectual Property Rights and proprietary rights embodied therein).

Customer shall not take any action inconsistent with such rights, including any actions in violation of Formstack's

Acceptable Use Policy, which is hereby incorporated herein by this reference.

3.3 Additional Restrictions. Customer additionally agrees that it will not: (a) sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than authorized agents and end-users in furtherance of Customer's internal business purposes as expressly permitted by this Agreement, (b)modify, translate or create derivative works of the Services (including comparative works) or reverse engineer, decompile, disassemble or otherwise attempt to derive any of the Services' source code; (c) distribute the Services software in printed, hardcopy form, in compiled or assembled form or in any other manner or form that effectively recreates or simulates the Formstack Services, whether electronically or in printed, hardcopy form; (d) share Services' specific license codes or access passwords with other parties and understands that such passwords are customer specific; or (e) "frame" or "mirror" the Services. Customer shall comply with all applicable import, re-import, sanctions, anti-boycott, export and re-export laws and regulations of the United States and other applicable jurisdictions in using the Services, and Customer shall be solely responsible for complying with any home country restrictions on receipt, use or downloading of the Services. Without limiting the generality of the foregoing, Customer shall not make the Services available to any user that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction. Additionally, Customer may not sublicense, resell or supply the Services for use in or for the benefit of any other organization, entity, business or enterprise without Formstack's prior written consent.

3.4 HIPAA Accounts. Formstack offers an enterprise-level HIPAA solution designed to help ensure

HIPAA compliance ("HIPAA Account") for customers who are subject to the Health Insurance Portability and

Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act

(collectively, "HIPAA"). All other Services ("Non-HIPAA Accounts") are not designed to support the security requirements of HIPAA. Customer is solely responsible for selecting the appropriate type of account based on its particular data privacy and security compliance obligations. Customer is also solely responsible for any applicable compliance with federal or state laws, including without limitation, HIPAA, governing the privacy and security of personal data, including medical or other sensitive data. It is Customer's responsibility to assess whether its usage of the Services is appropriate for the storage or control of, or access to, sensitive data, such as information about children, personally identifiable information, or medical or health information. Formstack does not control or monitor the information or data Customer stores on or transmits through the Services. While our HIPAA Accounts are designed to support HIPAA security requirements, Formstack specifically disclaims any representation or warranty that the Services, as offered, comply with HIPAA. Customers requiring secure storage of "protected health information" under HIPAA ("PHI") are expressly prohibited from using Non-HIPAA Accounts for such purposes.

Storing and permitting access to PHI in a Non-HIPAA Account is a material violation of this Agreement and grounds for immediate termination.

3.5 Payment Card Industry Data Security Standard (PCI DSS) Compliance. To the extent Formstack possesses or otherwise stores, processes or transmits cardholder data on behalf of Customer, or to the extent

Formstack could impact the security of Customer's cardholder data environment, Formstack will comply with applicable PCI DSS requirements and shall secure such cardholder data in accordance with PCI DSS. If Customer processes, stores or transmits any cardholder data information using the Services, Customer must comply with its responsibilities under PCI DSS.

3.6 Trademark. Customer shall not alter, obscure or remove any printed or on-screen trademark, copyright or other proprietary or legal notice. The Formstack name, the Formstack logo and the product names associated with the Services are trademarks of Formstack, and they may not be used other than as already displayed in the Services without Formstack's prior written consent.

3.7 Prohibited Content; Suspension. If Formstack reasonably believes any Customer Data violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement

(including the Documentation or Acceptable Use Policy) ("Prohibited Content"), Formstack will notify Customer of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If

Customer does not remove or disable access to the Prohibited Content within two (2) business days of Formstack's notice, Formstack may remove or disable access to the Prohibited Content or suspend the Services to the extent

Formstack is not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, Formstack may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, pursuant to the Digital Millennium Copyright Act or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event

Formstack removes content without prior notice, Formstack will provide prompt notice to Customer unless prohibited by law.

3.8 Injunctive Relief. Customer acknowledges and agrees that any breach by it or any of its agents, employees, users or representatives of this Article 3 shall cause irreparable injury to Formstack and that, in such an event, and in addition to any other remedies that may be available, in law, in equity or otherwise, Formstack shall be entitled to seek and obtain injunctive relief against any threatened or continuing breach hereof.

4. PROFESSIONAL SERVICES

Customer retains Formstack to provide the professional services set forth in the Purchase Order

("Professional Services"). Formstack will perform the Professional Services in a professional, timely and workmanlike manner. Except as the parties otherwise agree in writing, Professional Services and the results thereof are made available "AS IS."

5. PAYMENTS

5.1 Payment Terms. Access to the Services shall be billed in advance and such fees are non-refundable.

Fees for any professional services shall be billed in arrears on a monthly basis. Additional fees shall be as set forth in the Purchase Order. All invoices shall be due NET 30 days upon receipt by Customer. All amounts payable under this Agreement by Customer will be paid to Formstack without setoff or counterclaim, and without any deduction or withholding.

5.2 Taxes. All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Customer agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon

Formstack's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.

6. LIMITED WARRANTY AND DISCLAIMERS

6.1 Formstack Services Warranty. Formstack will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer must report any deficiencies in the

Services to Formstack in writing within thirty (30) calendar days from the date Customer becomes aware of such deficiencies. Customer's exclusive remedy and Formstack's entire liability for breach of the foregoing warranty is to provide services to correct the deficiencies. If Formstack is unable to correct the deficiencies, Customer is entitled to terminate the Formstack Service or this Agreement. Notwithstanding the foregoing, Services may be temporarily unavailable, when deemed reasonably necessary or prudent by Formstack to repair, maintain or upgrade the Services or for causes beyond Formstack's reasonable control.

6.2 Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES AND

PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF

ANY KIND. FORMSTACK DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S

REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE

FULLEST EXTENT PERMITTED BY LAW, FORMSTACK HEREBY DISCLAIMS (FOR ITSELF AND ITS

SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH

RESPECT TO THE SERVICES AND PROFESSIONAL SERVICES, INCLUDING WITHOUT LIMITATION,

ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION,

MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES

ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE

WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE

WARRANTIES OFFERED BY FORMSTACK. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR

DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS

ACCURATE OR SUFFICIENT FOR THE CUSTOMER'S PURPOSES. FORMSTACK IS NOT RESPONSIBLE

FOR SOFTWARE INSTALLED OR USED BY CUSTOMER FOR THE OPERATION OR PERFORMANCE OF

THE INTERNET. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED

WARRANTIES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO

CUSTOMER. IN THESE JURISDICTIONS, FORMSTACK'S LIABILITY WILL BE LIMITED TO THE

GREATEST EXTENT PERMITTED BY LAW.

7. LIMITATION OF LIABILITY

EXCEPT FOR FRAUD, OBLIGATIONS OF CUSTOMER TO MAKE PAYMENT HEREUNDER OR

CUSTOMER'S LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF FORMSTACK'S

INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES (OR

ITS OR THEIR SUPPLIERS OR LICENSORS) BE LIABLE UNDER OR IN CONNECTION WITH THIS

AGREEMENT OR CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE

FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR

OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA (UNLESS SUCH LOSS CONSTITUTES A

BREACH OF THIS AGREEMENT), LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING

SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL,

RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED

TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (C) ANY DIRECT DAMAGES, IN

THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO FORMSTACK HEREUNDER WITH

RESPECT TO THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE-MONTH

PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT

FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE

FAILURE OF ANY REMEDY PROVIDED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE

EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PERSONAL

INJURY OR DEATH, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO

CUSTOMER. IN THESE JURISDICTIONS, FORMSTACK'S LIABILITY WILL BE LIMITED TO THE

GREATEST EXTENT PERMITTED BY LAW.

8. INDEMNIFICATION

8.1 Customer Indemnification. To the extent permitted by law, Customer shall defend, indemnify and hold harmless Formstack and its Affiliates and each of their directors, officers, members, employees, contractors, agents and licensors (collectively, "Formstack Indemnitees") from and against any third party claims, actions, demands, proceedings or suits (collectively, "Claims") and any losses, damages, fines, penalties liabilities, judgments, costs and expenses resulting therefrom that arise out of or relate to (a) any claim that the Data or other information supplied by Customer, any of its users, those submitting forms to Customer or a third party on behalf of Customer infringes the Intellectual Property Rights or other rights of a third party or has caused harm to a third party; (b) any breach by Customer of any term of this Agreement; or (c) Customer's violation of any federal, state or local law or regulation relating to Customer's use of the Services, including without limitation, data protection and data security laws. To the extent permitted by law, Customer will further defend, indemnify and hold Formstack and the

Formstack Indemnitees harmless from any expense or cost arising from any third party subpoena or compulsory legal order or process that seeks data or other Customer related information, including without limitation, prompt payment to Formstack of all costs incurred by Formstack as a result and for Formstack's staff time in responding to such third party subpoena or compulsory legal order or process at Formstack's then applicable hourly rate.

8.2 Formstack Indemnification. Formstack shall defend, indemnify and hold harmless Customer and its

Affiliates and each of their directors, officers, members, employees, contractors, agents and licensors (collectively, "Customer Indemnitees") from and against any third party Claims and any losses, damages, liabilities, judgments, costs and expenses (including reasonable attorneys' fees but excluding fines and penalties) resulting therefrom that arise out of or relate to (a) any claim that the Services, when used in accordance with this Agreement and

Formstack's instructions and the applicable Documentation, infringe the United States Intellectual Property Rights of a third party; (b) any breach by Formstack of any term of this Agreement; or (c) Formstack's violation of any applicable federal, state or local law or regulation through Formstack's provision of the Services to Customer.

If any Service is determined by a court of competent jurisdiction to be infringing, or in Formstack's opinion is likely to become the subject of a claim of infringement or violation, Formstack may, at its option, procure for

Customer the right to continue using the Service or replace or modify the Service so it is not infringing, provided that as modified, the Service continues to comply with the specifications agreed upon in this Agreement. If, in

Formstack's sole discretion, none of the foregoing is commercially reasonable, Formstack may terminate this

Agreement or the applicable Service and direct Customer to cease use of the Service and return or destroy all copies of the services, including any Documentation.

Formstack will have no liability to so defend and pay for any infringement claim to the extent it (i) is based on modification of the Services other than by Formstack; (ii) results from failure of Customer to use an updated version of the Services; (iii) is based on the combination or use of the Services with any software, product or service not provided by Formstack; (iv) results from use of the Service after the license was terminated or after Formstack provides notice to cease such use; (v) results from a Service not used in accordance with this Agreement, any

Documentation, or Formstack's instructions and specifications; or (vi) arises from Formstack's compliance with any design, specification or instruction of Customer.

THIS SECTION 8.2 SETS FORTH CUSTOMER'S SOLE REMEDIES AND FORMSTACK'S SOLE

LIABILITY AND OBLIGATION FOR ANY DAMAGES COVERED UNDER THIS SECTION 8.2.

8.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any claim, suit, action or proceeding (each an, "Action) for which such party believes it is entitled to be indemnified pursuant to

Section 8.1 or Section 8.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall reasonably cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The

Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel approved by the Indemnitee, such approval not to be unreasonably withheld or delayed, to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this

Section 8.3 will not relieve the Indemnitor of its obligations under this Section 8 except to the extent the Indemnitor can demonstrate it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Indemnitor shall not settle any Action on any terms or in any manner without Indemnitee's prior written consent, such consent not to be unreasonably withheld or delayed.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect unless terminated pursuant to the express provisions of this Agreement or until all Plans under this Agreement have terminated ("Termination"). The initial term for each Purchase Order shall be as specified in the Purchase Order, or if no term is specified, for one year from the effective date of said Purchase Order (the "PO Initial Term"). Upon expiration of the Initial Term of an Order, the Purchase Order may be renewed for successive one-year terms upon mutual written agreement of both parties (each a "Renewal Term" and together with the Initial Term, the "Term").

Formstack reserves the right to increase its fees prior to the start of any Renewal Term provided Formstack gives

Customer notice of such fee increase at least 60 days prior to expiration of the then current term. Any price increase shall take effect at the beginning of the next Renewal Term unless otherwise agreed in writing by the parties. If

Customer elects not to renew a Purchase Order but continues using a Service beyond the applicable Term, Customer shall be responsible for paying all fees due for the next annual term of said Service, which may be increased at any time by Formstack, and the terms of this Agreement shall continue to apply to such use.

9.2 Termination/Suspension. This Agreement may be earlier terminated by either party, in whole or in part, (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 30 days (5 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course. Formstack may suspend or terminate Customer's use of the Services at any time without prior notice: (a) in order to prevent damages to, or degradation of, Formstack's Internet network integrity, computers, Systems or infrastructure or that of its contractors; (b) if needed to comply with any law, regulation, court order, or other governmental request or order which requires immediate action; (c) in order to otherwise protect Formstack from potential legal liability; or (d) if Customer does not provide a valid payment method or fails to pay fees in accordance with Section 9.2(a), above. Formstack shall use commercially reasonable efforts to notify

Customer of the reasons for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, Formstack shall promptly restore use of the Services to Customer as soon as the event giving rise to the suspension has been resolved. Customer is responsible for all Service fees during any suspension periods, including the time between any suspension/termination and reactivation of the account after Customer cures such breach. Nothing contained in this Agreement shall be construed to limit Formstack's action or remedies in any way with respect to any of the foregoing activities. Formstack reserves the right to take any and all additional actions it may deem appropriate with respect to Customer's use of the Services, including taking action to recover the costs and expenses of identifying offenders and excluding them from the Services, and levying cancellation charges to cover Formstack's expenses in the event of disconnection of dedicated access for the causes outlined above.

9.3 Effects of Termination. Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive, (b) Formstack may, but shall not be obligated to, delete Data and (c) the provisions of Sections 2.2 (Limitations), 3 (Proprietary Rights), 5 (Payments),

6.2 (Disclaimers), 7 (Limitation of Liability), 8, (Indemnification), 10 (Confidentiality), 11 (General Provisions) and this Section 9.3 shall survive.

10. CONFIDENTIALITY

10.1 Confidential Information. "Confidential Information" means non-public information, technical data or know-how of a party and/or its Affiliates, which is furnished to the other party in written or tangible form in connection with this Agreement. Oral disclosure will also be deemed Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential.

10.2 Not Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed through no fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; or (v) approved for release by written agreement with the disclosing party.

10.3 Confidentiality Obligation. Neither party will use the other party's Confidential Information except as required by law or reasonably required for the performance of this Agreement. Each party will hold in confidence the other party's Confidential Information by means that are no less restrictive than those used for its own confidential materials. Each party agrees not to disclose the other party's Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party's obligations hereunder. The confidentiality obligations set forth in this Section will survive for one (1) year after the termination or expiration of this Agreement.

10.4 Return of Confidential Information. Upon termination or expiration of this Agreement, except as otherwise agreed in writing or otherwise stated in this Agreement, each party will, upon the request of the disclosing party (which in the case of Customer as the disclosing party, Customer shall make such request within 120 days after the termination effective date), either: (i) return all of such Confidential Information of the disclosing party and all copies thereof in the receiving party's possession or control to the disclosing party; or (ii) destroy all Confidential

Information and all copies thereof in the receiving party's possession or control. The receiving party will then, at the request of the disclosing party, certify in writing that no copies have been retained by the receiving party, its employees or agents. After 180 days from the termination effective date, Formstack may destroy all Data without further notice to Customer.

10.5 Permissible Disclosure. Except as required under the Nebraska Taxpayer Transparency Act, in case a party must disclose the disclosing party's Confidential Information to comply with applicable law or regulation or receives legal process that demands or requires disclosure of the disclosing party's Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand or disclosure. The receiving party shall reasonably cooperate, at the disclosing party's expense, with any attempt to procure a protective order or similar treatment. In the event such protection is not obtained or the disclosing party waives compliance with the provisions of this Agreement, the receiving party agrees to disclose only that portion of the Confidential Information which it is legally required to disclose.

11. GENERAL PROVISIONS

11.1 Entire Agreement. This Agreement (which includes the terms herein and any applicable Purchase

Order(s) and Addendums, including without limitation, any Business Association Agreement (BAA), Data

Processing Agreement (DPA), and any agreement incorporated herein by the parties by express reference) constitutes the entire agreement and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. In the event of a conflict, the order of precedence shall be in the following order: (i) the BAA or DPA, (ii) the terms of this Agreement, (iii) the Purchase

Order, (iv) the Terms of Service, and (v) any other agreement incorporating this Agreement. No waiver, consent or, except as expressly provided herein, modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this

Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this

Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If this

Agreement is required to be registered with any governmental authority, Customer shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.

11.2 Governing Law. This Agreement shall be treated as though executed and performed in the State of

Nebraska and shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of

Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted in the federal courts of the

United States or the courts of the State of Nebraska in each case located in the city of Lincoln and County of Lancaster, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.

11.3 Arbitration. Intentionally omitted.

11.4 Attorneys' Fees. Intentionally omitted.

11.5 Notices. Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified below, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.

11.6 Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent (which shall not be unreasonably withheld).

However, without consent, either party may assign this Agreement to any successor to all or substantially all of its business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise).

This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

11.7 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

11.8 Force Majeure. Neither party is under any liability in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of any matter outside of said party's reasonable control including, but not limited to, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), pandemic, war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, any power interruptions or failures of or interruptions to any communications equipment, software or hardware. This Section shall not apply to limit

Customer's payment obligations under this Agreement.

11.9 Federal Government End Use Provisions. If Customer is a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer

Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48

C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to Customer with only those rights as provided under the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

SCHEDULE A

PURCHASE ORDER

This Purchase Order dated December 21, 2021 (“Effective Date”) is entered into pursuant and subject to that certain

Formstack Master Services Agreement executed by Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska Medical Center (“Customer”) and Formstack, LLC effective approximately as of December

21, 2021. This Purchase Order shall be incorporated into the Master Services Agreement by reference. In the event of a conflict between the terms of the Master Services Agreement and this Purchase Order, the terms of the Master Services

Agreement shall control.

Formstack, LLC Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska Medical Center

By: Matt Gard By: Jeffrey Miller

Its: VP of Finance Its:

Assistant Vice Chancellor for

Business

Sign: Sign:

Date: Date:

Address:

Formstack, LLC

11671 Lantern Road, Suite 300

Fishers, IN 46038

Attn: VP of Finance

Address:

With copy to:

Formstack LLC

11671 Lantern Road, Suite 300

Fishers IN 46038

Attn: General Counsel

With copy to:

12/22/21 | 13:52 CST 12/22/21 | 13:55 CST

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 Medical

Center (University) and Formstack LLC, (Service Provider) dated December 21, 2021. The following items are hereby incorporated into this agreement and 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. Assignment. Intentionally omitted.

2. Governing Law and Forum. Intentionally omitted.

3. Liability. Intentionally omitted.

4. 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.

5. 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.

6. 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.

7. 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.