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 VIA TRM **ACH**PROJECT TRAVEL LLC Contact Colton Olliphant

Sourcing Agent Shanon Wright Email colton.oliphant@via-trm.com

REQUESTING DEPARTMENT

Participating Campuses

U- wide/UNOP

Administrative Unit/Dept.

Study Abroad

Department Contact Emily Krueger, Marnie Nelson Jennifer Gwasira

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

This is a 3 year agreement for Via TRM.

ViaTRM is a traveler management portal used by UNL, UNO, and UNK for study abroad programs

Contract Document Document Amt Total Amt Start Date End Date Notes

CW41092 $108,560.00 03/01/2026 02/28/202

COMPETITION/BID INFORMATION

Bid Number

Competition NCPD

Contract Information

INTERNAL USE ONLY

CW41092

University of Nebraska Non-Competitive Procurement Documentation

RP-6.2.1.5.a requires small purchase procedures for purchases that equal or exceed the micro-purchase level and competitive proposals or bids for purchases of $250,000 or more. RP-6.2.1.5.b provides certain exceptions. This form must be approved by the Chief Procurement Officer for purchases of $250,000 or more where competitive proposals or bids are not obtained or by the Associate Chief Procurement Officer for small purchases where quotations are not obtained.

Requestor Name Requestor Email Non conflict statement: In accordance with RP-6.2.1.7, by submitting this form you affirm that you have no conflict of interest in the selection of this supplier, nor will you receive personal or financial benefit from this purchase.

Supplier Amount Contract, PR, or Invoice#

RP-6.2.1.5.b.1)iv Procurement by non-competitive proposals is procurement through solicitation of a proposal from only one source and may be used only when one or more of the following circumstances apply:

Select Circumstances for Procurement by Non-Competitive Proposals definitions for relevant capitalized terms are included on the following page

The Purchase of a unique Article or Service that is available only from a single source (without limiting the generality of the foregoing, examples include public utilities; books, periodicals, and other publications; and specially designed business, research, or scientific equipment and software). Unless an Article or Service is necessary for the operation of an existing Article or performance of an existing Service purchased by the University, a specification for a proprietary Article or Service does not justify a Purchase by noncompetitive proposal where there is more than a single source that can provide the Article or Service. See RP-6.2.1.5.b.1)iv.A.I; -6.2.1.5.b.1)iv.C.

The Purchase of an Article or Service that is necessary for the operation of an existing Article or performance of an existing Service purchased by the University. See RP-6.2.1.5.b.1)iv.A.II.

The Purchase is necessary to address an Emergency. See RP-6.2.1.5.b.1)iv.A.III.

The Purchase of Professional Services; provided, however, any contract for Licensed Professional Services, construction management, and design-build services shall be made in accordance with applicable law and Board of Regents policies. See RP-6.2.1.5.b.1)iv.A.IV; -6.2.1.5.b.1)iv.A.VII.

The Purchase is for maintenance or servicing of equipment made from the manufacturer of the equipment or the manufacturer's authorized service agent, where, in the judgment of the Authorized Signatory, such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

See RP-6.2.1.5.b.1)iv.A.V.

The Purchase is to be made using federal funding and the federal awarding agency or pass-through entity expressly authorizes non-competitive proposals in response to a written request from the non-federal entity.

See RP-6.2.1.5.b.1)iv.A.VI.

This form must be accompanied by written justification for the non-competitive procurement from the requesting college, school, department, division, office, or other administrative subdivision.

Written Justification

Procurement Officer Approval Date

UNO, UNK, UNL mnelson38@nebraska.edu

Via TRM $108,560 CW41092

VIATRM is an exclusive vendor that is used by universities to manage study abroad programs. It cuts administrative burdens, helps with compliance, and is a one stop location to track students, faculty and staff study abroad programs. Other study abroad programs do not have the same data capabilities at VIATRM.

01/30/26 | 09:05 CST

Definitions

“Article” means any item of personal property, including all materials, products, supplies, furniture, equipment, printing, stationery, technology, and all other chattels, goods, wares, and merchandise.

“Authorized Signatory” means any person delegated signature authority to approve and execute a Contract pursuant to RP-6.3.1.

“Consideration” means the benefit or value, whether by promise, performance, or forbearance of a specific act, each party to a Contract bargains for and/or receives or expects to receive when entering the Contract.

“Contract” means any written agreement for a stated Consideration between the University and one or more other parties, creating obligations that are legally recognizable or enforceable.

“Emergency” means an event or occasional combination of circumstances that calls for immediate action or remedy, pressing necessity, exigency, a sudden or unexpected happening, or an unforeseen occurrence or condition where it is in the public interest for the University to take action and includes, but is not limited to, situations where the University must act to (i) avoid the loss of life, health, safety, or property; (ii) respond to a natural catastrophe, such as a tornado, storm, flood, snowstorm, manmade disaster, war, act of or serious threat of terrorism, or pandemic or widespread disease; (iii) respond to time limits established by a person or agency external to the University; or (iv) obtain cost savings for the University where the time constraints of Competitive Procurement would eliminate the cost savings.

"Licensed Professional Services" shall mean those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered land surveying as defined by the laws of the state of Nebraska, or those performed by any architect, professional engineer, landscape architect, or registered land surveyor in connection with his or her professional employment practice.

“Professional Service” means any Service that requires special knowledge as distinguished from skills and (i) requires a license or other legal authorization as a condition precedent to the rendering of the Service or (ii) is commonly recognized as a professional service. Examples of Professional Services include, but are not limited to, accounting and auditing; actuarial; legal;

personnel; financial; computing; management; marketing; educational program planning or evaluation; insurance and risk management; hotel booking; or travel booking. Examples of skilled professions not considered Professional Services include, but are not limited to, construction trades, cleaning, equipment operations or repair, fire or security systems, furniture repair or installation, landscaping, locksmith, moving, storage, painting, pest control, vehicle repair or maintenance, waste removal, recycling, printing, or catering.

“Purchase” means (i) the process of acquisition of any Article by the University by transfer of ownership or by lease or license for a stated Consideration paid to a Contractor; (ii) a Contract for any Service, including any Professional Service, to be provided by any Contractor for a stated Consideration; or (iii) a Contract for any labor, material, or equipment for construction, repair, alteration, remodeling, renovation, or demolition of any University building or other improvement to Real Property to be provided by a Contractor for a stated Consideration.

“Service” means the rendering of time or effort of a Contractor whose purpose is to perform an identifiable task rather than to furnish an Article.

University of Nebraska Master Agreement - Expenditure

This University of Nebraska Master Agreement - Expenditure ("Agreement') sets forth the terms of purchase between the Board of Regents of the University of Nebraska a public body corporate by and on behalf 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 VIA TRM ("Supplier''). University and Supplier are collectively referred to as "parties."

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

1. Description of Deliverables. Supplier agrees to provide the services, goods, or both identified in the statement of work attached to the Agreement ("Statement of Work") and any subsequent proposal or statement of work incorporated by reference into this Agreement (collectively, "Deliverables"). Supplier agrees to perform services under this Agreement to the satisfaction of University during the Term of this

Agreement and with the standard of professional care and skill customarily provided in the performance of such service. The attachments, appendices, addendums, exhibits, policies, and schedules specifically referenced below (the "Incorporated Documents") are an integral part of this Master Agreement and are incorporated by this reference herein. Notwithstanding any provision to the contrary in any of the following documents, precedence is established by the order of the following documents: 1) this Master Agreement;

2) Appendix A - UNIVERSITY OF NEBRASKA TECHNOLOGY Software/Services Standardized

Agreement Language; 3) Appendix B - Project Travel, LLC d/b/a Via TRM Nebraska Pricing

(UNO/UNK/UNL); 4) Appendix C -Via TRM STANDARD TERMS OF SERVICE; and 5) the Privacy Policy located at https://www.viatrm.com/privacy-policy/. 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 with a higher numerical value in this section to the extent necessary to resolve any such conflict or inconsistency. Provided, however, that 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.

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, upon signature of this agreement and submission of an accurate invoice to University and all 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 is expected to 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 agrees that it is 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.

3. 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.

4. Term. The initial term of this Agreement shall be from 3/1/2026 12:00 AM to 2/29/2029 11:59 PM

("Initial Term"). This Agreement may be renewed for two (2) additional o n e ( 1 ) year term(s) upon completion of the Initial Term (each, a "Renewal Term") by (1) mutual written agreement of the parties or https://www.viatrm.com/privacy-policy/ https://nebraska.edu/-/media/unca/docs/offices-and

(2) University's issuance and Supplier's acceptance, demonstrated by Supplier's continued performance under the 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.

5. Confidentiality."Confidential Information" shall mean any materials, written information, and data marked "Confidential" by University or non-written information and data disclosed by University that is identified at the time of disclosure to Supplier as confidential or is reasonably understood by Supplier to be confidential. Supplier agrees to protect and maintain Confidential Information in strict confidence for a period of three (3) years from the date of expiration or earlier termination of this Agreement and, upon request of University, return or destroy all materials containing such Confidential Information.

Notwithstanding the foregoing, Supplier shall be entitled to retain archival copies of Confidential Information for legal, regulatory, or compliance purposes. The obligations of this paragraph do not apply to information that is in the public domain; independently known, obtained, or discovered by Supplier; or hereafter supplied to Supplier by a third party without restriction. If Supplier is compelled by law to disclose any Confidential

Information, it shall provide University with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at University's cost, if University wishes to contest the disclosure.

6. Ownership of Work Product and Intellectual Property Rights. The Service Provider shall have no interest in the Deliverables provided under this Master Agreement, and the University shall be the sole owner of all such Deliverables, including all works authored, produced, developed or reduced to practice by the Service Provider during its' performance under this Master Agreement (the "Work Product").

Furthermore, the University shall be the sole owner of any and all intellectual property rights, including without limitation, all patent, copyright, trademark and trade secrets rights in and to the Work Product. The

University shall have the right to secure appropriate registration and protection for any and all intellectual property rights in and to the Work Product. Accordingly, the Service Provider hereby expressly assigns all right, title and interest in and to the Work Product, including any and all patent, copyright, trademark and/or trade secret rights thereto, to the University, and agrees to execute all documents required to evidence such assignment. Without limiting the foregoing, the Service Provider hereby grants to the University the sole and exclusive right throughout the world, in all languages, and in perpetuity, to use the Work Product pursuant to this Master Agreement. The Service Provider also hereby waives any and all claims it may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of "droit moral" with respect to the use, results and/or proceeds of the Service Provider's services and Work Product. This provision shall survive the termination of this Master Agreement. Notwithstanding the foregoing, all pre-existing, or "background" intellectual property used in performing or receiving services provided under this Master Agreement, as applicable, or the exercise of any rights hereunder will remain the exclusive property of the party that provided

it. Background intellectual property can be used by either party solely in connection with the exercise of their respective rights under this Master Agreement.

7. Termination. In the event that either party commits a material breach of this Agreement and fails to remedy or cure such breach within thirty (30) days after receipt of written notice thereof from the non-breaching party, the non-breaching party may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending written notice of termination to the other party. Such termination shall be effective as of the date of its receipt. Additionally, University may terminate this Agreement for its convenience upon thirty (30) days' prior written notice to Supplier. Upon termination, University shall promptly pay Supplier for all fees incurred up to and including the effective date of termination.

8. Representations and Warranties. The Service Provider represents and warrants that in providing the Deliverables it will not be in breach of any agreement with a third party. The Service

Provider also represents and warrants that no third party has any rights in, to, or arising out of, the Work

Product rendered pursuant to the provision of the Deliverables. The Service Provider agrees to hold

University and its respective assigns and licensees harmless from any loss, damage or expense, including court costs and reasonable attorneys' fees, that University and its assigns and licensees may suffer as a result of a breach or alleged breach of the foregoing warranties or as a result of claims or actions of any kind or nature resulting from the provision of the Deliverables or any use of the Work Product.

Each party warrants and represents that it has full power and authority to enter into and perform this

Master Agreement, and that the person signing this Master Agreement on behalf of each party has been properly authorized and empowered to enter into this Master Agreement.

9. 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.

10. Liability. Service Provider shall indemnify and hold the University, its regents, officers, employees, agents and students, harmless for any loss, claim, damage or liability of any kind arising out of or in connection with the performance of the Master Agreement by the Service Provider. IN NO EVENT SHALL

EITHER PARTY BE LIABLE TO THE OTHER PARTY OR THEIR RESPECTIVE, MANAGERS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES. THE FOREGOING LIMITATION OF LIABILITY

SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, and (B) SUBJECT TO APPLICABLE LAWS, IN NO EVENT SHALL CONTRACTING PARTY OR ITS

AFFILIATES' AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION ARISING FROM OR

RELATED TO ANY LIABILITY UNDER THIS AGREEMENT, EXCEED $2,000,000.

Provided, however, that the following shall not be subject to the foregoing limitations: intellectual property indemnity required by the Master Agreement or Incorporated Documents; claims for damage to tangible or intangible property arising from the Service Provider's acts or omissions under this Master Agreement or any of the Incorporated Documents; any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by this Master Agreement or any of the Incorporated Documents to be maintained, by Service Provider; and damages arising from the gross negligence or willful misconduct of the Service Provider, its employees, its subcontractors, or its agents.

11. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term of this

Agreement general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than one million dollars ($1,000,000.00) per occurrence, and three million dollars ($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 ten million dollars ($5,000,000.00) per occurrence and in the aggregate throughout the Term of this Agreement 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. Supplier further agrees, upon request, to include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to this Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

12. 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.

13. Amendment. This Agreement constitutes the entire understanding between University and

Supplier with respect to the subject matter hereof and may not be amended except by an agreement signed by Supplier and an authorized representative of University.

14. Governing Law and Forum. This Agreement shall be governed by the laws of the State of

Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party shall be instituted in the state courts located in Lancaster County, Nebraska. It is understood and agreed that any legal action by Supplier in relation to this Agreement may only be instituted in accordance with the provisions of the State Contract Claims Act (Neb. Rev. Stat.§§ 81-8,302 to 81-8,306), as amended.

15. Conflict of Interest. Supplier certifies, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to this Agreement. If Supplier cannot so certify, it shall provide to University a disclosure statement that describes all relevant information concerning any potential conflict of interest under this Agreement. In the event the potential conflict of interest cannot be resolved, University may declare this Agreement void and of no further force or effect and University shall have no further obligations under this Agreement.

16. 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, as amended.

17. 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. This shall be an ongoing certification and warranty during the Term of the Agreement 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, the 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 the Agreement immediately for cause.

18. Taxpayer Transparency Act. Pursuant to Nebraska's Taxpayer Transparency Act (Neb. Rev.

Stat. § 84-602.01, as may be amended), 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 to notify University of any requested redactions to such contracts and documents under Neb. Rev. Stat.§ 84-712.05(3) at the time of execution. In addition, Supplier agrees to defend any challenge to such redactions at its own expense.

19. Nondiscrimination. Supplier agrees that neither it 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, https://statecontracts.nebraska.gov/ religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair

Employment Practice Act, Neb. Rev. Stat. § 48-1122, as amended.

20. 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 the 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 controlover 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 the 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 the 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 the University's directive or any other part of this provision may be cause for immediate termination of this Agreement. Supplier acknowledges that the 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 the University from time to time, including training regarding sexual harassment and diversity and inclusion.

21. 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 agrees to update any background screening upon reasonable request by University, it being agreed that any request based upon the occurrence of any illegal activity involving Supplier or its personnel, or the reasonable suspicion of illegal activity would be deemed reasonable. Supplier shall provide University with evidence of the completion of the required background screenings upon University's request. 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 the 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 the 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 the 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 agrees to ensure any third party with whom Supplier engages to provide any part of services provided under the Agreement agrees to the same restrictions, conditions, and requirements of this section in the same capacity as Supplier.

22. Equal Opportunity (intentionally bolded). Supplier shall comply with 41 CFR §§ 60-1.4(a), 60-

300.S(a), and 60-741.S(a), incorporated by reference with the following statement: "This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.S(a) and 60- 741.S(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, national origin or for inquiring about, discussing, or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status."

23. 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 agrees it will 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.

24. Right to Audit Privilege. The University reserves the right to audit or inspect work performed by the Supplier under the Agreement. The University may participate directly or through an appointed representative in order to verify that services related to the Agreement have been performed in accordance with the procedures indicated.

25. 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. The parties agree 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.

26. 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.

27. 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.

28. 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 1) attached to the Agreement at execution thereof or 2) signed by an authorized signatory from each party at or subsequent to execution of the Agreement.

Notwithstanding any provision to the contrary in any of the following documents, precedence is established by the order of the following documents: 1) duly executed amendments to this Agreement (to the extent not superseded by a subsequent amendment); 2) this Agreement and any Ancillary Document issued by the

University and incorporated by reference into this Agreement; and 3) any Ancillary Document not issued by the 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. Where terms and conditions specified in the Supplier's bid, proposal, or quotation differ from the terms and conditions in University's solicitation, the terms and conditions in the solicitation shall apply. Where terms and conditions specified in the Supplier's bid, proposal, or quotation supplement the terms and conditions in University's solicitation, the supplemental terms and conditions shall apply only if specifically accepted by University in writing.

29. Severability. The terms of the 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.

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

31. 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.

32. 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.

33. Electronic Signatures. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that 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.

34. Subcontractors. Supplier shall not subcontract all or substantially all of any facet of the services 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.

35. 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 the 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 Agreement, 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 date of the notice of termination. In the event of unavailability of funding, the University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

36. 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 the 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 the University. Time is of the essence with respect to delivery of goods and performance of services.

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

Board of Regents of the University of Nebraska

Signature: _

Printed Name:________________________

Title:___________________________________

Date:

Via TRM

Signature: _

Printed Name: _

Title:

Date:

Notices to the University shall be sent to:

Emily Krueger, Assistant Director of Global Learning ekrueger@unomaha.edu

Jonathan Dettman, Director of Study Abroad dettmanjc@unk.edu

Marnie Nelson, Director of Global Experiences Office mnelson38@nebraska.edu

With copy to:

I affirm that if I am an employee of the University of

Nebraska, I have notified the University of my status as an employee and that this contract must be completed in accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel.

Notices to Supplier shall be sent to:

Trevor Stiegelmar admin@via-trm.com 25870 Franklin Park Ct, Frank.lin Ml 48025 6366672958

With copy to (optional):

01/30/26 | 15:13 PST

Trevor Stiegelmar

SVP of Operations

Senior Associate Vice President - COO

01/30/26 | 17:33 CST

Jon Watts mailto:ekrueger@unomaha.edu mailto:bob@via-trm.com

Appendix A - UNIVERSITY OF NEBRASKA TECHNOLOGY

Software/Services Standardized Agreement Language

Introduction

The purpose of this document is to incorporate specific terms and conditions pertinent to technology at the University of Nebraska. This document addresses select topics of particular importance to Information Technology Services ("ITS") in order to be compliant with Board of

Regents Policies, as well as Nebraska State laws.

1. PILOT PROGRAM

ITS, at its sole discretion, may elect to conduct trial programs and/or proof of concepts under this Agreement ("Pilot Program"). If, after conducting a trial or proof of concept, ITS elects to continue with the full deployment, negotiations between ITS and the Service Provider regarding the requirements of the full deployment including all applicable royalties, fees, work plan, and appropriate timeline will occur. ITS makes no guarantee that such negotiations will occur. There may be fees related to the Pilot Program which will be negotiated between

Service Provider and ITS on a case by case basis.

2. OWNERSHIP AND PROPRIETARY RIGHTS

2.1 Service Provider owns and retains all right, title and interest in Service Provider-Owned Materials. ITS owns and retains all right, title and interest in ITS's Owned Materials. ITS Students own and retain all right, title and interest in ITS Student-Owned Material. ITS acknowledges and agrees that, unless otherwise agreed by Service Provider in writing, Service Provider is the sole and exclusive owner of all rights, including but not limited to all patent rights, copyrights, trade secrets, trademarks, and other proprietary rights in the systems, programs, specifications, user documentation, and other Service Provider-Owned Materials used by Service Provider in the course of its provision of services hereunder. ITS also acknowledges and agrees that in entering into this Agreement, ITS acquires no ownership rights in Service Provider-Owned Materials.

ITS shall not copy, transfer, sell, distribute, assign, display, or otherwise make Service Provider-Owned

Materials available to third parties. Service Provider acquires no rights of ownership in or to the ITS owned

Materials or the Student-Owned Materials; or anything that is provided to Service Provider by ITS, including but not limited to business processes, software and related documentation. Any modifications or enhancements to the ITS Owned Materials or the Student-Owned Materials including those suggested or implemented by Service Provider, shall belong to ITS. Service Provider agrees that its rights to use any such materials or data provided by ITS, including all ITS-owned Materials is limited to such use as is necessary to permit Service Provider to perform Services and obligations in this Agreement.

2.2 ITS has the responsibility for providing Service Provider with the copyright notice language to appear on websites, delivered course content and/or assessments, and on any related practice and/or demonstration materials. Service Provider will have the responsibility for ensuring that the copyright notice language provided to Service Provider by ITS will appear as provided on any applicable materials. Any copyright notice language or other language acknowledging Service

Provider's ownership or other legal rights of Service Provider which appears on websites, course content and/or assessments, and in any practice and/or demonstrational materials will be limited to such language as is necessary to protect Service Provider's legal rights. Unless provided to

Service Provider by ITS, no language acknowledging the legal rights of any third party shall appear on materials without the prior written consent of ITS.

2.3 Notwithstanding anything in the Agreement to the contrary, any and all Deliverables

(defined below) shall be the sole and exclusive property of ITS. Notwithstanding the foregoing, the intellectual capital (including without limitation, ideas, methodologies, processes, inventions and tools) developed or possessed by Service Provider prior to, or acquired during, the performance of the Scope of Work shall be Service Provider-Owned Material.

2.4 Upon ITS' request or upon the expiration or termination of this Agreement, Service

Provider shall deliver or return all copies of the work to ITS. Service Provider is permitted, subject to its obligations of confidentiality, to retain one copy of the work for archival purposes and to defend its work product.

2.5 Service Provider and ITS intend this Agreement to be a contract for services and each considers any tangible work products identified as deliverables ("Deliverables") during the Term or Terms of this Agreement to be a work made for hire. If for any reasons the Deliverables would not be considered a work made for hire under applicable law, Service Provider does hereby sell, assign and transfer to ITS, its successors, and assigns, the entire right, title and interest in and to the copyright and any registrations and copyright applications relating thereto and renewals and extensions thereof, and in and to all works based upon, derived from or incorporating the

Deliverables, and in and to all income, royalties damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. Service Provider agrees to execute all documents and to perform such other proper acts asITS may deem necessary to secure for ITS the rights in the

Deliverables.

2.6 Other than Deliverables and Service Provider-Owned Materials, the tangible property and work products created by Service Provider pursuant to this Agreement ("Work Product'') shall mutually belong to ITS and Service Provider and each shall be free to use such Work Product without permission of or payment of royalty to the other. As to tangible products and work products identified as Deliverables during the Term or Terms of this Agreement, all Deliverables shall be owned exclusively by ITS.

2.7 ITS recognizes that Service Provider's business depends substantially upon the accumulation of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops in its engagements. ITS's business also depends substantially upon the accumulation and application of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops through collaboration with Service Provider and other service providers. Accordingly, to the extent material that is used in, enhanced, or developed in the course of providing Services hereunder is of a general abstract character, or may be generically re-used, and does not contain Confidential Information of ITS, then Service Provider will own such material including, without limitation: methodologies; delivery strategies, approaches and practices; generic software tools, routines, and components; generic content, research and background materials; training materials; application building blocks; templates; analytical models;

project tools; development tools; inventions; solutions and descriptions thereof; ideas; and know-how (collectively "Know-how") developed by Service Provider and ITS will own the Know-how developed by ITS. To the extent such Know-how is contained or reflected in the Work Product, each party hereby grants the other a fully paid up, perpetual license to use such Know-how. Neither party will sublicense or sell Know-How of the other party to any third party, and neither party will use or exploit the Know-How of the other party to compete with the information technology and professional services of Service Provider or the educational services and delivery of ITS.

3. DATA USE

3.1 As between the parties, ITS will own, or retain all of its rights in, all data and information that ITS provides to the Service Provider, as well as all data managed by Service Provider on behalf of ITS, including all output, reports, logs, analyses, and other materials relating to or generated by the Services, even if generated by the Service Provider, as well as all data obtained or…