DOC1879574903.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 Spellbook-Dialog Enterprises Inc Contact Daniel Di Maria

Sourcing Agent Sarah Johnson Email daniel@spellbook.legal

REQUESTING DEPARTMENT

Participating Campuses

U- wide/UNOP

Administrative Unit/Dept.

VP and General Counsel

Department Contact Taylor Hayes - taylorhayes@nebraska.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

General Council is entering a trial period with Spellbook AI for use with contracting within the University. No fee for the trial at this time.

Contract Document Document Amt Total Amt Start Date End Date Notes

Mutual Nondisclosure Agreement

$0.00 $0.00 12/01/2025 11/30/2027

COMPETITION/BID INFORMATION

Bid Number NA

Competition NA

Contract Information

NA

INTERNAL USE ONLY

CW39206

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (this “mNDA”), dated and effective as of the date of the last signature set forth below (the “Effective Date”), is made by and between DIALOG ENTERPRISES INC. (carrying on business as Spellbook), a corporation incorporated under the laws of Canada, with offices located at 99 Airport

Road, Suite 101, St. John’s, NL, Canada, A1A 4Y3 (“Spellbook”), and the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska, with offices located at

3835 Holdrege Street, Lincoln, NE (the “Company”), each being a “party” and collectively the “parties”.

THE PARTIES NOW AGREE to the following with respect to the confidentiality of information shared between them to protect their proprietary, confidential, commercially sensitive, and otherwise non-public information:

1. Disclosure. Spellbook and the Company intend to engage in discussions concerning the evaluation of the Spellbook AI platform by the Company’s legal professionals and staff, in order to determine its suitability for use in the Company’s operations (the “Purpose”). In connection with that Purpose, the parties may disclose information that is considered confidential and proprietary or otherwise not generally available to the public.

2. Confidential Information. As used in this mNDA, “Confidential Information” means all non-public information disclosed by one party or its agents (the “Disclosing Party”) to the other party or its agents (the

“Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential

Information includes, without limitation (i) the Disclosing Party’s business plans, product features, analyses, forecasts, predictions or projections, customer information, student information, template documents, information introduced into the Spellbook AI platform, intellectual property, technology, technical information and security architecture, business models, pricing and pricing strategies, marketing ideas, sales data, sales projections, financing plans, valuations, capitalization, budgets and other financial information, and (ii) third-party information that the Disclosing Party is obligated to keep confidential.

3. Exclusions. Confidential Information does not include any information that (i) is or becomes publicly available without breach of this mNDA, (ii) can be shown by documentation to have been known to the

Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third party who, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful act, (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information, or (v) constitutes suggestions, comments or other feedback provided by the

Receiving Party to the Disclosing Party with respect to Confidential Information.

4. Use of Confidential Information. The Receiving Party may use Confidential Information only in connection with the Purpose or as otherwise consented to. Except as expressly provided in this mNDA, the

Receiving Party will not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination, reverse-engineering or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.

5. Receiving Party Personnel. The Receiving Party will restrict the possession, knowledge and use of

Confidential Information to its employees, contractors, professional advisors, and entities controlled by it

(collectively, “Personnel”) on a need-to-know basis in connection with the Purpose. Such Personnel will be informed by the Receiving Party of the confidential nature of such information and will be directed by the

Receiving Party, and will each expressly agree to treat such information as confidential in accordance with this mNDA. The Receiving Party will be fully responsible for any breach of this mNDA by its Personnel.

6. No Announcements. To the extent permitted by applicable law, The parties agree that they will not

(and each party will direct its Personnel not to), disclose to any third party either (i) the fact that discussions or negotiations are taking place concerning the Purpose, or (ii) any of the terms, conditions or other facts with respect to the Purpose, including the status of the parties’ discussions.

7. Compelled Disclosure. The Receiving Party may disclose Confidential Information as compelled or required to comply with applicable law, regulations, court or administrative order, legal process or binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the

Disclosing Party prompt written notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses reasonable efforts to obtain confidential treatment for any Confidential

Information so disclosed. The Company is subject to Neb. Rev. Stat. §§ 84-602.01 to 84-602.04 regarding public disclosure of contracts that are a basis for expenditure of State of Nebraska funds and Neb. Rev. Stat.

§§ 84-712 to 84-712.09 regarding disclosure of public records. Any provision of this Agreement regarding confidentiality and non-use is limited to the extent necessary to comply with the provisions of Nebraska law. It shall be the sole responsibility of Spellbook (a) to notify Company of requested redactions to any Confidential

Information that may otherwise be required to be publicly disclosed by law and (b) to indicate the legal basis for such requested redactions. In addition, Spellbook shall defend any challenge to such requested redactions at its own expense. Spellbook’s failure to request redactions to any Confidential Information released by

Company shall constitute a complete waiver of any and all claims for damages caused by any such release.

8. Ownership of Confidential Information. All Confidential Information Disclosing Party owns will remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential

Information will not constitute an express or implied grant, transfer, or assignment to the Receiving Party of any rights or licenses to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights.

9. Notice of Unauthorized Use. The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such

Confidential Information and prevent its further unauthorized use.

10. Return of Confidential Information. The Receiving Party will return or destroy all Confidential

Information in any form promptly following the Disclosing Party’s written request or upon termination of this mNDA; provided, however, that, subject to the provisions of this mNDA, the Receiving Party (a) may retain one

(1) backup or archival copy in accordance with its procedures; (b) shall not be required to return or destroy any computer files created during automatic system backups that are subsequently stored securely and to which its Representatives do not have routine or unrestricted access; and (c) shall continue to be bound by the non-use and confidentiality obligations of this Agreement in relation to any Confidential Information retained pursuant to this section for as long as it is retained.. When requested by the Disclosing Party, the Receiving

Party will provide written certification of its compliance with this section.

11. Injunctive Relief. The Receiving Party acknowledges that disclosure or use of Confidential Information in violation of this mNDA could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or an inadequate remedy. The Receiving Party therefore agrees that the Disclosing

Party will have the right, in addition to its other rights and remedies, to seek injunctive relief accordingly.

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

Information.

13. 13. No Warranty. The Receiving Party understands that the Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information (or any other information) that the

Disclosing Party shares with the Receiving Party.

14. 14. No Obligation. Nothing in this mNDA obligates the parties to proceed with any transaction between them; each party reserves the right, in its sole discretion, to terminate the discussions under this mNDA concerning the Purpose anytime.

15. General Legal Terms. This mNDA constitutes the entire agreement between the parties relating to its subject matter, and supersedes and replaces all other prior understandings, whether written, oral, or otherwise.

This mNDA may be amended or modified only with the mutual written agreement of the parties. If a provision of this mNDA is held invalid under any applicable law, is will be deemed severed or modified to the extent to allow it to be enforceable. This mNDA may be executed in one or more counterparts (including digitally), each of which to be deemed an original and all together a single valid contract.

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

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

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

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

Agreement.

The authorized representatives of the parties have executed this mNDA as of the Effective Date:

DIALOG ENTERPRISES INC.

[sig|req|signer2|Signature]

BOARD OF REGENTS OF THE UNIVERSITY OF

NEBRASKA

[sig|req|signer1|Signature]

By:_______________________________

Name: Daniel Di Maria

Title: Co-Founder & Chief Revenue Officer

By:______________________________

Name: Doug Carlson

Title: Associate Vice President for University

Services, Chief Procurement Officer and Director, Facilities Planning & Capital Programs

Notices to Dialog Enterprises Inc.. shall be sent to:

Legal Notices

99 Airport Road, Suite 101

St. John's, NL, A1A 4Y3, Canada

Notices to University shall be sent to:

Bren Chambers, Vice President and General Counsel

3835 Holdrege St.

Lincoln, NE 68583

With copy to:

Legal Notices

C/O P2P Procurement Contracts

1700 Y Street, BSC 125

Lincoln, NE 68588-0645

11/24/25 | 14:48 CST 11/25/25 | 08:10 CST

Certificate Of Completion Envelope Id: E82C5FCD-BC9C-428E-B2D4-4B7CECFFB6FA Status: Completed

Subject: CW39206 - Spellbook trial for University of NE

Source Envelope:

Document Pages: 5 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Sarah Johnson

AutoNav: Enabled

EnvelopeId Stamping: Disabled

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

1400 R Street

LINCOLN, NE 68588

sjohnson208@nebraska.edu

IP Address: 35.223.106.21

Record Tracking Status: Original

11/24/2025 1:48:29 PM

Holder: Sarah Johnson sjohnson208@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Daniel Di Maria daniel@spellbook.legal

CRO

Spellbook

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address:

2600:1700:c70:4900:cda6:2e26:36c6:c37c

Sent: 11/24/2025 2:06:12 PM

Viewed: 11/24/2025 2:47:53 PM

Signed: 11/24/2025 2:48:04 PM

Electronic Record and Signature Disclosure:

Accepted: 11/24/2025 2:47:53 PM ID: e5a380a4-1f11-4259-a4e7-cfe056e1cee9

Doug Carlson dougcarlson@nebraska.edu

AVP & Director of University Services

University of Nebraska

Security Level: Email, Account Authentication (None)

Signature Adoption: Drawn on Device

Using IP Address: 174.198.66.11

Signed using mobile

Sent: 11/24/2025 1:50:32 PM

Resent: 11/24/2025 2:48:05 PM

Viewed: 11/25/2025 8:10:21 AM

Signed: 11/25/2025 8:10:39 AM

Electronic Record and Signature Disclosure:

Accepted: 10/25/2023 3:32:47 PM ID: 4a88cc25-8c59-4e69-a50d-c62593e32a4c

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Michael Chapman michael@spellbook.legal

Security Level: Email, Account Authentication (None)

Sent: 11/25/2025 8:10:40 AM

Viewed: 11/25/2025 8:56:35 AM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Carbon Copy Events Status Timestamp Taylor Hayes taylorhayes@nebraska.edu

Security Level: Email, Account Authentication (None)

Sent: 11/25/2025 8:10:40 AM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/24/2025 1:50:32 PM

Envelope Updated Security Checked 11/24/2025 2:06:11 PM

Envelope Updated Security Checked 11/24/2025 2:06:11 PM

Certified Delivered Security Checked 11/25/2025 8:10:21 AM

Signing Complete Security Checked 11/25/2025 8:10:39 AM

Completed Security Checked 11/25/2025 8:10:41 AM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

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

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

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

Getting paper copies

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

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

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

Withdrawing your consent

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

Consequences of changing your mind

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

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 5/16/2023 6:53:28 PM Parties agreed to: Daniel Di Maria, Doug Carlson

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

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

How to contact NU Contracts+Ariba:

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

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

To advise NU Contracts+Ariba of your new email address

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

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

To request paper copies from NU Contracts+Ariba

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

To withdraw your consent with NU Contracts+Ariba

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

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

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

Required hardware and software

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

Acknowledging your access and consent to receive and sign documents electronically

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

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

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

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

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

Contracts+Ariba.

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