DOC1919140766.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 SHASTA HOLDINGS LLC SILVERCHAIR

SCIENCE + COMMUNICATIONS

Contact SILVERCHAIR ACCOUNT

MANAGER: Jolie Hendrix jhendrix@silverchair.com

Sourcing Agent Mike Hendrickson Email

REQUESTING DEPARTMENT

Participating Campuses

UNO

Administrative Unit/Dept.

Office of Latino/Latin American Studies (OLLAS) Yuriko Doku, Assistant Director ydoku@unomaha.edu

Department Contact

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

ScholarOne Manuscripts Standard Annual Subscription.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW38939 $4,538 USD $4,538 USD 12/31/2025 12/30/2026 N/A

COMPETITION/BID INFORMATION

Bid Number N/A Competition Under 25k Contract Information

N/A

INTERNAL USE ONLY

CW38939

Title: Master Agreement - Expenditure Revised: 160425

University of Nebraska Master Agreement - Expenditure

This University of Nebraska Master Agreement - Expenditure (“Agreement”) is effective as of the date of the last signature set forth below (“Effective Date”) between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature (each a “Campus” and collectively the “Campuses”), and SILVERCHAIR SCIENCE + COMMUNICATIONS, LLC (“Supplier”).

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

1. Description of Deliverables. Supplier shall provide the services, goods, or both identified in Supplier’s order form with quote ID: Q-27493, including the attached terms, attached to this Agreement (“Statement of Work”) and any subsequent proposal or statement of work incorporated by reference into this Agreement (collectively, “Deliverables”). Supplier shall perform services under this Agreement to the satisfaction of University during the Term and with the standard of professional care and skill customarily provided in the performance of such service.

2. Payment. In full consideration for the Deliverables provided by Supplier under this Agreement, University shall pay or cause to be paid to Supplier a fee, pursuant to the Statement of Work and any subsequent proposal or statement of work incorporated by reference into this Agreement, within thirty (30) days after University’s receipt of an accurate invoice and all reasonably requested supporting documentation. Along with its invoice, Supplier shall submit adequate receipts and documentation as requested by University to support reimbursement of all previously agreed upon reimbursable expenses.

Supplier shall comply with applicable policies and procedures, including those stated within the University of Nebraska Travel Policy (located at https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf). University, in its discretion, may decline to reimburse expenses that are not pre-approved or fail to comply with applicable policies and procedures.

Supplier shall be solely responsible for payment of income, social security, and other employment taxes due to the proper taxing authorities, and that University will not deduct such taxes from any payments to Supplier hereunder, unless required by law. If a tariff is imposed on any Deliverables provided under this Agreement, each party shall pay an equal share of the costs of such tariff. Supplier may charge University interest for late payment in compliance with Neb. Rev. Stat. § 81-2404.

3. Expenses, Equipment, Tools, Materials, and Supplies. University shall not be liable to Supplier for any expenses paid or incurred by Supplier unless otherwise agreed to in writing by University. Supplier shall supply, at its sole expense, all equipment, tools, materials, or supplies to provide the Deliverables.

4. Taxes. University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates to Supplier’s Accounts team via Accounts@silverchair.com. If Supplier is required to pay any taxes from which University is exempt as a result of doing business with University, it shall be solely responsible for the payment of those taxes.

5. Purchase Order Requirement. A purchase order shall be issued by University to Supplier for payment in accordance with the terms of this Agreement. All invoices submitted by Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

6. Term. The initial term of this Agreement shall begin on the Effective Date and shall not exceed five

(5) years. This Agreement may be renewed upon completion of the Initial Term (each, a “Renewal Term”) by (a) mutual written agreement of the parties or (b) University’s issuance and Supplier’s acceptance, demonstrated by Supplier’s continued performance under this Agreement, of a purchase order. Collectively the Initial Term and any Renewal Term(s) shall be referred to as the “Term.” Time is of the essence in this Agreement.

7. Confidentiality.

a. Definition. "Confidential Information" means all information furnished by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is (i) clearly marked or otherwise clearly designated as confidential or (ii) should be reasonably understood by the Receiving Party to be confidential.

b. Obligations. Except as otherwise required by law, the Receiving Party shall not use Confidential Information for any purpose other than the purpose for which the Confidential Information was disclosed (the “Purpose”); shall protect and maintain Confidential Information in strict confidence;

and shall not, without the Disclosing Party’s prior written consent, disclose Confidential Information to any other person or entity, except those of the Receiving Party’s directors, officers, or employees (“Representatives”) on a need-to-know basis to carry out the Purpose and who are advised of the confidential nature of the information and are under obligations of confidentiality and non-use at least as stringent as those herein.

c. Return or Destruction. Upon termination of this Agreement or request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information including materials containing such Confidential Information. Notwithstanding the foregoing and except for data subject to the terms of a Business Associate Agreement or Data Security Addendum to this Agreement, the Receiving Party (i) may retain one (1) archival copy of the Confidential Information for legal, regulatory, or compliance purposes; (ii) 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 (iii) 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 subsection for as long as it is retained.

d. Exceptions. The obligations of this section do not apply to information that is in the public domain;

independently known, obtained, or discovered by the Receiving Party; or hereafter supplied to the Receiving Party by a third party without restriction. If the Receiving Party is compelled by law to disclose any Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted).

e. Term. The obligations of this section shall survive termination of this Agreement (i) for a period of two (2) years from the date of termination of this Agreement and (ii) indefinitely in relation to Confidential Information retained under subsection (c) of this section.

8. Property Rights. Not applicable.

9. Termination. In addition to any other remedies the party may have under law or equity, a party may terminate this Agreement in accordance with the Statement of Work. Upon termination of this Agreement, Supplier shall promptly discontinue all work, unless the termination notice directs otherwise.

10. Remedies. Refer to the Statement of Work.

11. Representations and Warranties. Supplier warrants that it will convey good title to all goods, free of all encumbrances, and all goods delivered shall be free from defects in workmanship, material, and manufacture, shall comply with the requirements of this Agreement, including any drawings or specifications incorporated or samples furnished by Supplier, and shall be free from defects in design. Supplier further warrants all goods purchased hereunder shall be merchantable quality and shall be fit and suitable for the purposes intended. In the event Supplier is providing University with services, Supplier warrants and represents that each of its employees and agents to perform any services under the terms of this Agreement shall have the skills, training, and background reasonably commensurate with their level of performance or responsibility, to be able to perform in a competent and professional manner that is consistent with industry standards. Supplier further warrants the services provided will conform to the requirements of this Agreement and that in performing the services Supplier will not be in breach of any agreement with a third party. The foregoing warranties are conditions to this Agreement and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by University. All warranties shall run to University. If any warranties specified herein or otherwise applicable are breached by Supplier, the Statement of Work governs.

12. Relationship of Parties. No agency, partnership, or joint venture is created by this Agreement.

The parties affirmatively disclaim any intent to form such relationship. Supplier is solely responsible for maintenance and payment of insurance and the like that may be required by federal, state, or local law with respect to any sums paid hereunder. Supplier is not University’s agent or representative and has no authority to bind or commit University to any agreements or other obligations.

13. Attorneys’ Fees. In the event of any litigation, appeal, or other legal action to enforce any provision of this Agreement, each party shall pay all expenses of such action, as permitted by law and if ordered by the court, including attorneys’ fees and costs, if the other party prevails.

14. General Indemnity. Refer to Statement of Work.

15. Intellectual Property Indemnity. Refer to Statement of Work.

16. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than $1,000,000.00 per occurrence, and $2,000,000.00 general aggregate to cover such liability caused by, or arising out of, activities of Supplier and its agents and/or employees while engaged in or preparing for the provision of the Deliverables. If the Deliverables include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than $5,000,000.00 per occurrence and in the aggregate throughout the Term to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by University, Supplier shall furnish to University certificates of insurance evidencing that such insurance is effective prior to provision of the Deliverables. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages.

17. Workers’ Compensation Insurance. Supplier shall maintain worker’s compensation insurance as required by law and shall provide certificate of same if requested by University. Failure to provide a certificate of worker’s compensation insurance may, at University’s option, result in termination of this Agreement.

18. Assignment. This Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void.

19. Entire Agreement and Amendment. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect to the subject matter hereof. This Agreement may not be amended except by an agreement signed by Supplier and an authorized representative of University.

20. Governing Law and Forum. Notwithstanding any other provision of this Agreement or any amendment or Ancillary Document entered into contemporaneously or at a later time: (a) University is an agency of a sovereign state and its authority to contract is therefore subject to limitation by the Constitution, statutes, common law, and regulations of the State of Nebraska; (b) this Agreement shall be governed, interpreted, and enforced under the laws of the State of Nebraska without giving effect to its conflicts of law provisions; (c) any action to enforce the provisions of this Agreement must be brought in the state courts located in Lancaster County, Nebraska; (d) the person signing this contract on behalf of University does not have the authority to waive the sovereign immunity, Constitution, statutes, common law, or regulations of the State of Nebraska; and (e) all terms and conditions of this Agreement, including but not limited to the those concerning third party use, licenses, warranties, limitations of liability, governing law and venue, indemnity, liability, remedy, or other similar provisions, are entered into specifically subject to the Constitution, statutes, common law, regulations, and sovereign immunity of the State of Nebraska.

21. Authority to Conduct Business in Nebraska and Service of Process. Supplier must independently determine whether Supplier is required to register with the Nebraska Secretary of State, and, if so, must register and remain in good standing for the Term. If Supplier is not registered with the Nebraska Secretary of State, Supplier hereby consents to service of process upon it by registered or certified mail, return receipt requested, at its address for notices under this Agreement. Service shall be completed upon Supplier’s actual receipt of process, or upon University’s receipt of the return thereof by the United States Postal Service, or a reasonable delivery service if Supplier’s address is outside the United States, as refused or undeliverable.

22. Conflict of Interest. Supplier certifies, to the best of its knowledge and belief, that (a) there is no unresolved actual or potential conflict of interest related to this Agreement and (b), if Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and this Agreement is valued at $2,000 or more, Supplier has, prior to execution of this Agreement, provided written notification to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, of Supplier’s status as, relation to, or association with a University employee and of this Agreement. If an actual or potential conflict of interest related to this Agreement arises during the Term, Supplier shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or University determines Supplier’s certification set forth in this section is false, University may declare this Agreement void and of no further force or effect and University shall have no further obligations under this Agreement.

23. Work Status Verification. Supplier 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.

24. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the Term, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, this Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate this Agreement immediately for cause.

25. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University 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 https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier (a) to notify University of any requested redactions to this Agreement, any amendment to this Agreement, and any document incorporated by reference into this Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Supplier shall defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

26. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of this Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with University’s interpretation and application of applicable law. It shall be the sole responsibility of Supplier (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier’s failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

27. Nondiscrimination. Neither Supplier nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment Practice Act (Neb. Rev. Stat. §§ 48-1101 to 48-1125).

28. Discrimination including Sexual Harassment. State and federal law, as well as University of Nebraska Bylaws, policies, and guidelines prohibit discrimination (as defined therein) including harassment and retaliation, against students, employees, and other members of University community. Prohibited types of discrimination include discrimination on the basis of race, color, ethnicity, national origin, sex (including sexual harassment), pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, political affiliation, and any other protected status. Supplier shall exercise control over itself, its employees, agents, contractors, and affiliated parties to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Supplier shall cooperate with University following any report of discrimination.

In the event University determines that Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with University’s direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Supplier or the employee, agent, contractor, or other person affiliated with Supplier from providing the Deliverables. Supplier’s failure to comply with University’s directive or any other part of this provision may be cause for immediate termination of this Agreement. Supplier acknowledges that University may have obligations to report any allegations or incidents of discrimination, including sexual harassment. Supplier and employees, agents, contractors, and other persons affiliated with Supplier who are directly providing the Deliverables or present on University premises shall participate in any training as may be required by University from time to time, including training regarding sexual harassment.

29. Criminal Background Investigations. If applicable, Supplier represents and warrants that Supplier has obtained, at its own expense and in a manner compliant with all applicable laws, a background screening for all of its employees who will be present on University premises. Such background screenings shall be completed consistent with current industry standards and shall, at a minimum, include the same degree of thoroughness as the background checks University conducts for its newly hired staff. Supplier shall update any background screening upon reasonable request by University and any request based upon the occurrence of any illegal activity involving Supplier or its personnel, or the reasonable suspicion of illegal activity shall be deemed reasonable. Supplier shall provide University with evidence of the completion of the required background screenings upon University's request; provided, such request may be made by the University only for employees of Supplier who will be present on University’s premises.

Alternatively, in the event Supplier is an individual, University may require Supplier complete a background check consistent with current industry standards at University’s request. Supplier shall not hire, retain, or engage any individual directly involved in the performance of services under this Agreement who has been convicted (felony or misdemeanor) of or entered into a court-supervised diversion program for any sexual offense, felony assault (including domestic violence related incidents), child abuse, molestation or other crime involving endangerment of a minor, murder, or kidnapping. Supplier and Supplier’s employees or agents directly performing services under this Agreement cannot be listed on any sex offender registry.

Other convictions, such as misdemeanor assault, drug distribution activity, felony drug possession, and any other felony or crime involving moral turpitude may also render Supplier and Supplier’s employees or agents ineligible to directly perform services under this Agreement, taking into consideration (a) the nature and gravity of the offense(s), (b) the time that has passed since the offense or conduct and/or completion of the sentence, and (c) the nature of the services being performed. Supplier and Supplier’s employees or agents cannot be listed on any sex offender registry. Supplier shall ensure any third party with whom Supplier engages to provide any part of services provided under this Agreement shall comply with the same restrictions, conditions, and requirements of this section in the same capacity as Supplier.

30. Federal Funding Compliance. If this Agreement involves federal funds, (a) Supplier’s compliance in all respects with all applicable federal anti-discrimination laws is material to Supplier’s performance under this Agreement; (b) Supplier certifies that it does not operate any programs promoting diversity, equity, and inclusion that violate such laws; and (c) Supplier’s failure to comply with such laws shall be considered a material breach of this Agreement.

If this Agreement is for $15,000 or more and involves federal funds, then Supplier shall comply with 41 CFR §§ 60-300.5(a) and 60-741.5(a), which are incorporated herein by this reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and require action to employ and advance in employment individuals without regard to disability or veteran status.

If Supplier has fifty (50) or more employees and this Agreement involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60- 741, subpart C. If Supplier has fifty (50) or more employees and this Agreement involves payment of $150,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60-300, subpart C. To the extent any of the provisions of Appendix II to 2 CFR Part 200 apply to this Agreement, such provisions are incorporated herein by this reference and apply to Supplier as a “contractor,” “recipient,” or “subrecipient.”

31. Logos or University Marks. Supplier shall not use or display any University name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of Marks is expressly prohibited. Supplier shall not use University’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Supplier’s business.

32. Right to Audit Privilege. Refer to Statement of Work.

33. Affiliates. “Affiliates” for the purposes of this Agreement are agents, contractors, consultants, or other entities or individuals who are authorized by University to use the Deliverables. Affiliates may be added by University upon written notice to Supplier. Affiliates may avail themselves to the benefits of this Agreement by way of a separate agreement between Affiliate and Supplier. Affiliates include, without limitation, any public agency or instrumentality of the government of the State of Nebraska or political subdivisions within the State of Nebraska, any entity in which the Board of Regents of University has at least a fifty percent (50%) controlling interest, and The Nebraska Medical Center d/b/a Nebraska Medicine.

34. No Personal Liability. In no event shall any regent, official, officer, employee, agent, or student of University be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Agreement, express or implied.

35. Campuses. By virtue of the authority granted by the Board of Regents of University of Nebraska, each Campus may execute certain contracts on their own behalf. Supplier acknowledges one or more Campuses may participate under this Agreement. The Campuses shall not be considered “Affiliates” for purposes of this Agreement.

36. Compliance. Supplier and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable University policies.

37. Incorporation and Priority of Documents. Any document that is ancillary to this Agreement (including without limitation any solicitation, purchase order, addendum, exhibit, appendix, bid, proposal, quotation, or statement of work) (“Ancillary Document”) constitutes part of this Agreement if: (a) attached to this Agreement at execution thereof or (b) signed by an authorized signatory from each party at or subsequent to execution of this Agreement.

Notwithstanding any provision to the contrary in any of the following documents, precedence is established by the order of the following documents: (1) Supplier Statement of Work; (2) duly executed amendments to this Agreement (to the extent not superseded by a subsequent amendment); (3) this Agreement and any Ancillary Document originating with University and incorporated by reference into this Agreement; and (4) any Ancillary Document not originating with University and incorporated by reference into this Agreement.

In the event of conflicting or inconsistent provisions between any of the foregoing documents, a document identified with a lower numerical value in this section shall supersede a document identified with a higher numerical value in this section to the extent necessary to resolve any such conflict or inconsistency. In the event an issue is addressed in one of the foregoing documents but is not addressed in another of such documents, no conflict or inconsistency shall be deemed to occur.

38. Severability. The terms of this Agreement are severable. If any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable the remainder of the provisions shall continue to be valid and enforceable.

39. Survival. Provisions surviving termination of this Agreement are those which on their face affect rights and obligations after termination and also include provisions concerning indemnification, confidentiality, representations and warranties, and governing law and venue.

40. Waiver. A waiver of any term or provision of this Agreement by University shall not be deemed to be a waiver of such provision on any subsequent breach of the same or any other provision contained in this Agreement. Any such waiver must be in writing to be effective, and no such waiver or waivers shall serve to establish a course of performance between the parties contradictory to the terms hereof.

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

42. Electronic Signatures. This Agreement and any other documents to be delivered in connection herewith may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

43. Subcontractors. Supplier shall not subcontract all or substantially all of any facet of the services provided under this Agreement without the prior written approval of University. Supplier shall be fully responsible for the acts and omissions of its subcontractors and of the persons directly or indirectly employed by them. Every subcontractor shall be bound by the terms of this Agreement; provided, however, that no contractual relationship shall exist between any subcontractor and University, unless evidenced in a separate contract independent of this Agreement with Supplier.

44. Unavailability of Funding. Due to possible future reductions in state and/or federal funds, University cannot guarantee the continued availability of funding of this Agreement notwithstanding the consideration contained within this Agreement. In the event funds to finance this Agreement become unavailable, either in full or in part, due to such reductions, University may terminate this Agreement or reduce the consideration upon notice in writing to Supplier. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Supplier may cancel this Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to University. Supplier shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the effective date of the termination. In the event of unavailability of funding, University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

45. Delivery. All shipments are to be made F.O.B. destination, freight prepaid, according to the delivery information provided in the applicable purchase order. Supplier shall make no partial deliveries under this Agreement without University’s consent unless otherwise indicated in the applicable purchase order.

University may, but shall not be obligated to, inspect Supplier’s performance under this Agreement from time to time. University’s inspection, or lack of inspection, will not constitute an acceptance of any Deliverable or a waiver of any right or warranty or preclude University from rejecting any defective Deliverable. Supplier will coordinate lead times and delivery dates with University. Time is of the essence with respect to delivery of goods and performance of services.

46. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat. § 73-903 shall have the meaning defined therein. If this Agreement is for a technology-related product or service and no exception set forth in Neb. Rev. Stat. § 73-906(2) applies, Supplier certifies that it is not a scrutinized company, it will not subcontract with any scrutinized company for any aspect of performance of this Agreement, and any products or services provided under this Agreement do not originate with a scrutinized company. The certification set forth in this section shall be an ongoing certification during the Term and Supplier shall immediately notify University of any change in the status of the certification set forth in this section.

[Signature page to follow]

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

Board of Regents of the University of Nebraska

Signature:

Silverchair Science + Communications, LLC

Signature:

Printed Name: Printed Name: Lily Garcia Walton

Date: Date:

Title: Title: Chief People Officer + General Counsel

Notices to University shall be sent to:

Office of Latino/Latin American Studies (OLLAS) Yuriko Doku, Assistant Director ydoku@unomaha.edu

Notices to Supplier shall be sent to:

SILVERCHAIR ACCOUNT MANAGER: Jolie

Hendrix jhendrix@silverchair.com

With copy to: With a required copy to:

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

Legal@silverchair.com

12/05/25 | 08:18 CST

Asst Vice Chancellor and Controller, Business and Finance

12/08/25 | 10:03 CST

Jessie Combs

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Title: Software Warranty Addendum Revised: 240522

University of Nebraska Software Warranty Addendum

This University of Nebraska Software Warranty Addendum (the “Addendum”) concurrently with this Addendum (the “Agreement”) is effective as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature, and Silverchair Science + Communications, LLC (“Supplier”).

RECITALS

A. The Agreement grants University a license or subscription to use or access software (“Software”) used to provide services under the Agreement.

B. Notwithstanding any warranty disclaimer, limitation, restriction, or exclusion set forth in the Agreement, University and Supplier desire to supplement the Agreement as set forth in this Addendum to provide the warranties stated in this Addendum.

AGREEMENT

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

1. Incorporation and Priority of Terms. The Agreement is amended as stated herein and this Addendum is incorporated into the Agreement by this reference. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of Supplier’s Statement of Work, as referenced in the Agreement, shall prevail.

2. General. Supplier represents and warrants that (a) it has the legal power and authority to enter into the Agreement and perform its obligations hereunder; and (b) the performance of its obligations under the Agreement will not cause a breach of any agreements with any third parties.

3. Function. Supplier represents and warrants that the Software shall function as described in the Statement of Work.

4. Documentation. Refer to the Statement of Work.

5. Disabling Code. Refer to the Statement of Work.

6. Intellectual Property. Supplier represents, warrants and agrees that: (a) Supplier has all intellectual property rights necessary to license the Software to University in accordance with the terms of the Agreement; (b) Supplier is the sole owner or is a valid licensee of the Software and has secured all necessary licenses, consents, and authorizations with respect to the use of the Software; (c) the Software and Documentation do not and will not infringe upon any patent, copyright, trademark, or other proprietary right or violate any trade secret or other contractual right of any third party; and (d) there is currently no actual or threatened claim against Supplier by any third party based on alleged violation of these representations and warranties. Refer to Statement of Work.

7. Third Party. Refer to Statement of Work.

8. Professional Services. Refer to Statement of Work.

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9. Accessibility. Refer to Statement of Work.

[Signature page to follow]

Page 3 of 3 {00059804.DOCX; 1}

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

Board of Regents of the University of Nebraska

Silverchair Science + Communications, LLC

Printed Name: Printed Name: Lily Garcia Walton

Title: Title: Chief People Officer + General Counsel

4859-3531-1356, v. 1

Lily Garcia Walton

12/05/25 | 08:18 CST

Chief People Officer + General Counsel

Quote ID: Q-27493

ORDER FORM

Order Form Date: 2025-12-03

Silverchair Science + Communications, LLC ("Silverchair") 1604 Philadelphia Pike, Suite 34

Wilmington, DE 19809 United States

This Order is subject to the agreement and terms referenced below, which outline the terms and conditions under which we will provide you with the Products described below.

CLIENT DETAILS

Contracting Entity: BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA Client Address: VARNER HALL 3835 HOLDREGE LINCOLN, Nebraska 68503-1435 US

PRODUCT DETAILS

Product(s) Code Start Date End Date Fees

ScholarOne Manuscripts Standard Subscription S1MSubSta_1001 Dec 31, 2025 Dec 30, 2026 USO 4,537.97

TOTAL: USO 4,537.97

AGREEMENTS

GOVERNING TERMS & CONDITIONS: Please refer to the terms referenced in this Order and attached. In the event of a conflict, terms in this Order control. Defined terms used in this Order that are not otherwise defined have the meaning given to such terms in the ScholarOne Terms. If you cannot access the ScholarOne Terms at any time, please contact your Silverchair account manager to request a copy.

SILVERCHAIR ACCOUNT MANAGER: Jolie Hendrix jhendrix@silverchair.com

GOVERNING LAW & JURISDICTION: State of Nebraska

RENEWAL TERM: Upon mutual written agreement.

SIGNATURE

This Order Form is effective when signed and returned to us within (90) days from the Order Form Date. We may, in our sole discretion, accept this Order Form if returned to us after such date. Modifications require our prior approval and void any previous signatures.

Signed on behalf of BOARD OF REGENTS OF THE UNIVERSITY OF

NEBRASKA

Signed on behalf of SILVERCHAIR SCIENCE+ COMMUNICATIONS, LLC

Signature: Signature:

Print Name: Print Name:

Title: Title:

Chief People Officer + General Counsel

12/05/25 | 08:18 CST

Lily Garcia Walton

Asst Vice Chancellor and Controller, Business and Finance

Jessie Combs

INVOICE DETAILS

Thank you for choosing Silverchair. We'd like to take a moment to confirm the current invoicing details on your order to ensure you receive a correct and timely invoice and access to your services as soon as possible.

BILLING INFORMATION

We want to ensure we are sending the invoice to the right person, email address, and address.

What we need you to provide Current Information Your response

Full legal company name that will appear on the Invoice

BOARD OF REGENTS OF THE UNIVERSITY

OF NEBRASKA

Address of the entity receiving the invoice (sometimes called bill to address)

VARNER HALL

3835 HOLDREGE

LINCOLN, Nebraska 68503-1435 us

Person responsible for paying the invoice Yuriko Daku

Email of the person responsible for paying the invoice ydoku@unomaha.edu

Person responsible for renewal Yuriko Daku

Email of the person responsible for renewal ydoku@unomaha.edu

Include Tax info of the 'bill to' entity e.g. VAT, GST, PAN number, Sales Tax ID, or other applicable details.

Invoices will be emailed to the contacts above.

If your institution is unable to accept electronic invoices, please check this box:

To sign up for our auto-renewal program as part of our 'go green' initiative, please check this box:

SHIPPING INFORMATION

If your Ship to information (contact who is receiving the Product) is not the same as the bill to information, please complete the below. This information will be visible on your invoice you receive and will signify who will be using the Products and where.

What we need you to provide Current Information Your response

Full legal name of the company receiving the Product(s)

BOARD OF REGENTS OF THE UNIVERSITY

OF NEBRASKA

Full address of the receiving the Product(s) (sometimes called 'ship to' address)

VARNER HALL

3835 HOLDREGE

Lincoln, NE 68503-1435 United States

Full name of the person receiving the Product(s) Yuriko Daku (sometimes called 'ship to' contact)

Email address of the person receiving the Product(s) ydoku@unomaha.edu

Please provide the VAT/GST/PAN/Sales Tax number of the entity receiving the Product(s).

OTHER KEY INFORMATION

Additional information that relates to how invoices will be paid and any key information that needs to be included on the invoice for your internal processes.

PO REGISTRATION REQUIREMENTS

What we need you to provide Why we need you to provide this information Current Information Your response

Please enter the PO (Purchase Order) to be used on your invoice.

PO numbers will be populated on the invoice and are important for procurement departments when allocating costs.

Tax Exempt Information: If you expect VAT/GST/Sales Tax and/or other similar taxes should not be charged on our invoice to you, please let us know the reason why this should not be charged and provide the necessary documents in the 'ship to' entity's full name to support this. For example, if you have an 'exempt' status, please provide a valid Exemption certificate or mandatory declarations from your Tax Authorities (and any other relevant information). In the absence of the above, applicable taxes will be levied, where relevant.

What we need you to provide Your response

If you expect VAT/GST/ Sales Tax or other applicable taxes should not be charged on our invoice to you, please explain why and provide the necessary documents with this signed Order or email a copy to accounts@silverchair.com.

Do you have a specific invoicing portal where the invoice must be submitted? If yes, please complete the section below.

PORTAL REGISTRATION REQUIREMENTS

What we need you to provide Your response

Portal name:

Portal URL/Hyperlink

Any additional portal registration details (such as specific registration IDs/ ANIDs, Matter ID's, PO numbers or similar)

Does registration require (please check as appropriate): 1. Signature by an authorized company representative at Silverchair

2. Registration on a national register of companies

3. Additional documentation (such as tax or financial records, company registration documents, sustainability records or similar)

4. Other (please complete below):

A name of a contact at your company that can support on any portal registration issues or questions

I have provided updated Invoice Information?

If yes, we will use the revised information for the Invoice issued for this Order.

Silverchair Terms

These terms, including applicable terms and policies posted at https://www.silverchair.com/legal/ (“Terms”), creates a framework of contract terms that govern your use of Silverchair Science + Communications, LLC (“Silverchair”) products, services, and other deliverables ("Products") that you install or access through our software, platforms or websites, or are otherwise identified in your order form, subscription order, statement of work, quotation or other ordering document (each referred to as an “Order”).

“We”, “our,” or “us” means Silverchair; “you,” “your” and “Client” means the Client entity identified in an Order. From time to time, a current affiliate of either party may provide or receive services (as the case may be) by entering into an Order that refers to these Terms. Affiliates of Silverchair refer to entities within the Silverchair corporate group and its direct and indirect controlled affiliates only. These Terms will continue to apply until terminated by either party by providing written notice. After termination, you cannot place any new orders under these Terms. Unless expressly provided or agreed in writing, termination of these Terms will not cancel any outstanding Orders, which will continue to be subject to these Terms.

Applicable documents referenced in each Order under these Terms, as updated by Silverchair from time to time, constitute the complete agreement between us (collectively, the "Agreement"), and supersede any prior discussions or representations. Any conflicting terms and conditions you seek to incorporate via a purchase order or otherwise, even if signed by Silverchair as a courtesy, are excluded. Your use of the Products confirms your acceptance of these Terms. Your continued access, renewal, payment, and/or use of the Products constitute your acknowledgment and acceptance of the latest version of these Terms.

1. Our Products and Services

(a) Orders. Your Order identifies the Products, quantities, relevant license and restrictions, fees and charges, permitted users (“Authorized Users”), and other relevant details of your Order.

(b) Intellectual property. Together with our licensors, we retain all ownership of and all rights in the Products (including any underlying software, data models, databases or data sets), any pre-existing codes, content, methodologies, taxonomies (e.g., our proprietary classification of terminology into ordered categories), templates, tools or other materials used in performing services, and any configurations, customizations, modifications or derivatives thereto (collectively "Silverchair IP"). Silverchair IP constitutes our valuable intellectual property, confidential information and trade secrets, and you may only use it as expressly permitted in the Agreement. You must promptly notify Silverchair if you become aware of any unauthorized use of Silverchair IP.

(c) Authority and Compliance. Each party must have full power and authority to enter into the Agreement and perform all its obligations with no violation of any other agreement by which it is bound. Each party must act in accordance with the laws, rules, regulations, export controls, and economic sanctions as they apply to such party in connection with its obligations under the Agreement ("Applicable Laws").

(d) Updates. The Products change from time to time. If we fundamentally change the Products in a way that materially impairs your usage of the Products, you may terminate the affected Products on written notice no later than 30 days after the change.

(e)…