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 WEECARE INC UPWARDS Contact Emily Kreutner

Sourcing Agent Sarah Johnson Email emily@upwards.com

REQUESTING DEPARTMENT

Participating Campuses

UNO

Administrative Unit/Dept.

UNO Finance

Department Contact Donald Neal - dneal@nebraska.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

UNO Childcare Center closing, upwards will provide families affected with another viable option for childcare. $3,875 for 25 families

Option to renew for four (4) additional one (1) year terms.

Contract Document Document Amt Total Amt Start Date End Date Notes

Legal & Policy Complaince Addendum

$3,875.00 $3,875.00 03/04/2026 03/03/2027

COMPETITION/BID INFORMATION

Bid Number NA

Competition Under 25K

Contract Information

NA

INTERNAL USE ONLY

CW42340

Upwards Care, Inc.

5521 N University Dr, Suite 104 Coral

Springs, FL 33067

Order Form

Pricing Valid Until: March 31, 2026

Sold To Customer Contact Upwards Contact

University of Nebraska - Omaha

6601 Dodge St

Omaha, NE 66182

Customer Name: Donald Neal Jr

Email: dneal@nebraska.edu

Name of Account Rep: Emily Kreutner

Email: emily@upwards.com

Phone Number: 323-419-7643

Implementation & Management

Start Date: March 3, 2026 End Date: March 3, 2027

Services/Description List Price

(Annual)

Discount Sale Price

(Annual)

Term

(Months)

Term Price

Program Technical Setup

● Employee census integration

● Program landing page

● Dedicated landing page on www.upwards.com

Program Implementation Services

● Launch planning and support

● Branded marketing materials ●

(1) On-site launch support (2-days max) - included with later expansion to all employees, if applicable

$1500 100% waived 12 waived

Childcare Assistance Program

● 24/7 dedicated 1:1 care manager

● Unlimited matchmaking and tours

● Locate backup, part-time, or full-time providers

● Flexible provider hours (early drop-off, late pickup, weekends, 24/7 needs)

● Access to Upwards full network

$155 per seat (25 seats)

- $155 per seat

12 $3875

Springs, FL 33067

Subsidy Connect

● Connect eligible employees in eligible Subsidy Connect states with child or elder care government programs

● - Help employees understand and apply (up to 20 hours of office hours support per month)

Elder Care

● Support for Elder Care either

(a) assessment + recommendations, (b) support in finding needed solutions.

TOTAL - 12 $3,875

Billing Schedule

Amount Billed Services and Programs Invoice

Date

$3,875 Childcare Assistance

Subsidy Connect

Elder Care

March

5, 2026

Order Form Additional Terms

1. Exhibit A hereto (Description and Scope of Services) shall apply to this Order Form and describes in detail the

Services provided pursuant to the Order Form above.

2. This Order Form is governed by the “Upwards Master Services Agreement” executed by WeeCare, Inc. dba

Upwards (“Upwards”), and Board of Regents of the University of Nebraska on behalf of the University of

Nebraska - Omaha (“Customer”) dated March 2, 2026, (the “Agreement”). Except as otherwise set forth in this

Order Form, this Order Form incorporates by reference, and is deemed to be a part of the Agreement. The terms and conditions of this Order Form not included in the Agreement will apply only to the Services covered by this

Order Form and not to services covered by any other Order Form issued pursuant to the Agreement. Capitalized terms used, but not otherwise defined, in this Order Form will have the meanings set forth in the Agreement.

Together, any executed Order Form(s) including attached exhibit(s), any attached statement(s) of work and the

Agreement set forth the entire understanding of the Parties with respect to the subject matter described herein and constitute the entire agreement between the Parties.

3. In the event of any conflict between this Order Form and the Agreement, the terms of this Order Form govern.

4. The terms of this Order Form and the Agreement supersede and replace Customer’s preprinted, standard, boilerplate, purchase order or similar purchasing system terms and conditions (“PO Terms”), and such PO Terms shall have no force or effect.

5. Customer hereby orders and subscribes to the Upwards Platform and Services listed in this Order Form. Customer understands that the pricing listed herein is based on the Term, including the “Initial Term” which is defined as

March 3, 2026 to March 3, 2027, committed by the Customer, and acknowledges that once placed, this order is non-cancellable, and all amounts set forth on this Order Form are non-refundable.

Springs, FL 33067

6. This Order is exclusive of any sales, use or other taxes that may be due upon purchase. Such liabilities will be the responsibility of Customer.

7. Fees will be billed in advance at the beginning of the project, payable net 30 days from the date of invoice, commencing with the Invoice Date as set forth in this Order Form. One-time fees, if applicable, will be billed upfront, commencing with the Invoice Date as set forth in this Order Form.

8. At the end of the Initial Term as set forth above, this Order Form may be renewed for additional one-year terms

(each, a “Renewal Term”) upon the mutual written agreement of the parties. The Initial Term and Renewal Terms are collectively referred to herein as the “Term”. For clarity, in the event that this Order Form is terminated or expired, the terms of the Agreement remain in effect.

9. Pilot Pricing & Expansion: The pricing reflected in this Order Form is based on a limited pilot of 25 users at

$3,875 for the Initial Term. Customer intends to expand services to all eligible employees within the Initial Term.

Upon expansion, services will be repriced at $10.50 per eligible employee per year (PEPY) based on total employee count at time of expansion (estimated 3,500 employees / estimated $36,750 annually). The $3,875 paid for the Initial Term will be credited in full toward the expanded contract value, with the remaining balance due prorated for the remainder of the Initial Term.

10. Overages: In the event Customer exceeds the licensed user quantity prior to a formal expansion, Customer may purchase additional users in blocks of 50 at $10.50 per user. Overages will be billed for the remainder of the Initial

Term (prorated) and annually for each Renewal Term thereafter.

11. Customer shall provide a purchase order for the stated fees in this Order Form upon the execution of the

Agreement. If a purchase order has not been received, Upwards shall submit to Customer an invoice for the fees according to the billing schedule without a purchase order.

[SIGNATURE PAGE TO FOLLOW]

Springs, FL 33067

Intending to be legally bound, the Customer and Upwards each have had this Order Form executed by their duly authorized representative, effective as of the date of the signature below.

Customer:

Signature: _________________________________

Printed: ___________________________________

Title: _____________________________________

Date: _____________________________________

Upwards Care, Inc.

Signature:

Printed:

Title:

Date:

Emily Kreutner

03/04/26 | 09:59 CST

Director of Customer Experience

Assistant Vice Chancellor and Chief Financial Strategy Officer

Donald Neal Jr.

03/04/26 | 17:17 CST

Exhibit A to Order Form Description and Scope of Services

The following outlines the description and scope of services available through Upwards. These descriptions are provided in alignment with the final agreed-upon scope of services and are intended to clarify the features and functionality of each offering. Please note that inclusion in this exhibit does not guarantee implementation; services are contingent upon client selection and contracting.

Any programs not contracted are included for informational purposes only to support client understanding and future planning.

Program Technical Setup and Annual Management Services

Upwards manages all technical setup and ongoing administrative tasks to ensure seamless program launch and long-term success. This includes secure data transfer, branded employee materials, and strategic account support. The program is designed for minimal lift from internal teams and includes real-time analytics and stakeholder reporting.

● Secure census integration via SFTP and ongoing eligibility sync

● Dedicated landing page and co-branded marketing collateral

● Monthly reporting and Quarterly Business Reviews with key metrics

Core Childcare Navigation

Upwards offers 24/7 dedicated Care Managers to support employees with concierge-level childcare assistance. This includes provider matchmaking, tour scheduling, placement coordination, and ongoing parent support. Employees can access help by phone, email, or chat at any time, including after-hours or weekends.

● Unlimited access to licensed providers, nannies, and babysitters

● Assistance booking tours and navigating enrollment processes

● Post-placement support and real-time care solutions for urgent needs

Elder Care Navigation

Through Upwards’ partnership with The Helper Bees, employees receive personalized guidance and navigation support to manage elder care responsibilities. Dedicated Care Managers help assess family needs, identify care options, and coordinate services such as in-home support, adult day care, and long-term care planning.

● Powered by The Helper Bees, a trusted elder care navigation partner

● Personalized assessments and vetted provider recommendations

● Support for navigating care locally or across state lines

Customer Obligations:

In order to receive the Services, subject to applicable law, Customer must, on a monthly basis, upload to the Upwards Platform or otherwise provide Upwards with a copy of the Eligibility File / Employee

Census.

Eligibility Files / Employee Census” means the Customer’s current employee eligibility file or employee census which lists out the Customer’s employees that are eligible for access to the Upwards Platform and

Services and otherwise complies with the requirements listed at https://help.Upwards.com/en/support/solutions/articles/73000573794-syncing-your-active-members-list.

Customer must also provide Employee Information as described in the Agreement or as otherwise designated herein.

The Parties acknowledge and agree that Upwards may, at its discretion, communicate directly with each eligible Customer employee to advise them of the Upwards Platform and Services.

Springs, FL 33067

UPWARDS MASTER SERVICES AGREEMENT

This Upwards Master Services Agreement (this “Agreement”), effective as of December 31st, 2022 (the

“Effective Date”), is by and between Upwards Care, Inc., a Delaware corporation (“Upwards”) and the

Board of Regents of the University of Nebraska, a public body corporate for and on the behalf of the

University of Nebraska Omaha (“Customer”). Upwards and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

WHEREAS, Upwards provides a marketplace platform to connect parents or guardians and childcare services providers (the “Upwards Platform”);

WHEREAS, Customer desires to offer access to the Upwards Platform and other associated services provided by Upwards, as a corporate benefit, to Customer’s employees, upon the terms and subject to the conditions of this Agreement, including any Order Form(s) as defined below.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

● SERVICES

○ Services. Subject to the terms and conditions of this Agreement, Upwards will provide

Customer the services associated with the Upwards Platform set forth in the Order Forms executed by the Parties and referencing this Agreement, which set forth commercial details regarding Customer’s use of the Upwards Platform (each, an “Order Form”) (collectively, the “Services”).

○ Order Forms. From time-to-time in connection with this Agreement, the Parties may mutually agree in writing to execute additional Order Forms under this Agreement. Upon the execution of any Order Form by an authorized representative of each Party, such Order

Form will be deemed a part of and subject to the terms and conditions of this Agreement.

In the event that any provision set forth in an Order Form conflicts with any provision of the main body of this Agreement, the Order Form will supersede and control to the extent of such conflict.

○ Employee Information. Customer (or if otherwise agreed by the Parties, Upwards) will provide Customer’s designated employees with access to an Upwards landing page where such employees may elect to opt-in to have access to the Upwards Platform and may submit

Employee Information to Upwards. For purposes of this Agreement, “Employee

Information” means, with respect to each of Customer’s employees, such employee’s name, phone number, email and address and any other information designated as

“Employee Information” in any applicable Order Form.

○ Upwards Terms. Customer hereby acknowledges and agrees that all access to and use of

Upwards Platform by any of Customer’s employees who have opted-in to obtain such access and use will be subject to the Upwards Terms of Use (located at https://Upwards.co/terms) and Upwards Privacy Policy (located at https://Upwards.co/privacy), each as may be updated from time-to-time (collectively, the

“Upwards Terms”), provided that no change or update to the Upwards Terms shall be binding upon Customer without Customer’s prior, express consent. Upwards hereby https://weecare.co/terms https://weecare.co/privacy

Springs, FL 33067 reserves the right to terminate or suspend access to the Services to any of Customer’s employees who violated any provision of the Upwards Terms.

○ Cooperation. Customer will make commercially reasonable efforts to provide

Upwards with reasonable cooperation, assistance, access and information as necessary for

Upwards to perform the Services in accordance with this Agreement, including complete and accurate Employee Information, and any other specific assistance, information, cooperation or materials designated to be provided by Customer in any Order Form.

● Feedback. From time-to-time Customer may provide Upwards with suggestions, comments and feedback with regard to the Upwards Platform or Services (collectively, “Feedback”). Upwards may use all Feedback in connection with Upwards’ business purposes, including for the improvement and provision of the Upwards Platform and Services.

● FEES AND PAYMENT.

○ Fees. Customer will pay Upwards the fees, charges and expenses set forth in any

Order Form, which fees will be due and payable in full on the applicable date set forth in such Order Form. If no such due date is provided in such Order Form, the fees will be invoiced in writing by Upwards to Customer in accordance with such Order Form and payable in full to Upwards within thirty-five (35) days after the date of such invoice. With respect to any invoice, Customer may notify Upwards no later than fifteen (15) days prior to the applicable invoice due date, if Customer disputes in good faith the accuracy of fees set forth on any invoice (e.g., in the event that a particular employee who previously opted into access the Upwards Platform no longer works for Customer), with such notice to contain reasonable supporting evidence to support the basis of such dispute. Upwards will promptly consider any such notice in good faith, and if Upwards confirms such disputed amount in writing (email to suffice), then Customer will only be required to pay the undisputed amount on such invoice.

○ Payments. All payments made under this Agreement to Upwards will be made in U.S.

dollars by wire transfer, credit card or ACH of immediately available funds to an account designated by Upwards, or such other payment method mutually agreed by the Parties, and will be non-refundable. Neither Party will have any right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement except as expressly set forth herein.

○ Taxes. Customer will be responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by

Customer to Upwards hereunder (including as set forth on any invoice issued by Upwards), other than any taxes imposed on Upwards’ income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Upwards hereunder, Customer will pay an additional amount, so that Upwards receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

○ Travel Reimbursements. In the event that any Upwards personnel is required to travel for

Services to Customer, Customer is responsible for all fees, charges, taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational

Springs, FL 33067 or local governmental regulatory authority on any amount payable related to such travel as set forth in any applicable Order Form.

● CONFIDENTIAL INFORMATION.

○ Confidential Information. Any information that one Party provides to the other

Party during the Term that is identified at the time of disclosure as confidential or, given the circumstances of disclosure or the nature of the information, reasonably should be considered to be confidential will be “Confidential Information” of the disclosing Party

(the “Disclosing Party”). The Upwards Platform, the Services and the pricing set forth in this Agreement will be deemed the Confidential Information of Upwards hereunder.

○ Obligations. Each Party (the “Receiving Party”) will maintain the other Party’s

Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise or enforce its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those affiliates, employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform its obligations or exercise or enforce its rights under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement; or

(ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

○ Permitted Disclosures. Nothing in this Agreement will prohibit or limit either Party’s use of information (i) rightfully known to it prior to receiving it from the Disclosing Party (as can be demonstrated by reasonable supporting evidence and written documentation); (ii) independently developed by or for it without use of or access to the other Party’s

Confidential Information (as can be demonstrated by reasonable supporting evidence and written documentation); (iii) permissibly acquired by it from a third party which is not under an obligation of confidence with respect to such information (as can be demonstrated by reasonable supporting evidence and written documentation); or (iv) which is or becomes publicly available through no breach of this Agreement. The terms and conditions of this

Agreement will constitute Confidential Information of each Party, but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona-fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

○ Press Release. Neither Party will make any public disclosure or issue any press release with respect to the relationship between the Parties under this Agreement without the prior written consent of the other Party.

● REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.

○ General. Each Party hereby represents and warrants to the other Party, as of the

Effective Date, that:

Springs, FL 33067

■ Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;

■ Such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and has obtained all rights and consents necessary to grant the licenses set forth herein;

■ This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; and

■ The execution and delivery of this Agreement by such Party does not conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party.

○ DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE

SERVICES AND UPWARDS PLATFORM (INCLUDING THE INFORMATION AND

CONTENT AVAILABLE THROUGH THE UPWARDS PLATFORM) ARE PROVIDED

ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW, UPWARDS HEREBY DISCLAIMS ALL WARRANTIES AND

REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY

WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT UPWARDS DOES NOT

PROVIDE CHILDCARE SERVICES, AND WILL NOT BE RESPONSIBLE OR

LIABLE FOR ANY ACT OR OMISSION OF ANY CHILDCARE OR DAYCARE

PROVIDER THAT IS LISTED ON THE UPWARDS PLATFORM.

○ Upwards Indemnification. Upwards will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) (i) alleging that the Upwards Platform or

Services infringe or misappropriate such third party’s intellectual property rights; or (ii) arising from any significant malfunction or defect in the Upwards Platform, and, in each case, will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Upwards (including reasonable attorneys’ fees) resulting from such Claim.

○ Exclusions. Upwards’ obligations will not apply if the underlying third-party claim arises from or as a result of : (i) Customer’s breach of this Agreement, sole negligence, willful misconduct or fraud; (ii) any information or materials provided by Customer; (iii) modifications to the Upwards Platform by anyone other than Upwards; or (iv) combinations of the Upwards Platform with software, data or materials not provided by

Upwards.

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○ Indemnification Procedures. Customer will promptly notify Upwards of any Claim for which indemnity is being sought, and will reasonably cooperate with Upwards in the defense and/or settlement thereof. Upwards will have the sole right to conduct the defense of any claim for which the Upwards is responsible hereunder (provided that Upwards may not settle any claim without Customer’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Customer from all liability without prejudice, does not require any admission by the Customer, and does not place restrictions upon Customer’s business, products or services). Customer may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel.

○ Limited Warranty for Software. At all times hereunder, Upwards represents and warrants that (the “Software Warranty Period”): (a) the Services indicated on any Order Form will substantially conform to the Documentation for the Services; (b) it will employ industry standard security measures in the Services and delivery of the Services; (c) it has implemented appropriate technical measures to prevent viruses, worms, logic bombs, Trojan horses or other harmful code from being introduced into the Services; (d) the

Services will be performed in a professional and workmanlike manner using requisite skills, experience and knowledge; (e) the Services will be provided in compliance with applicable laws, rules and regulations; (f) the digital or electronic media upon which the

Services and/or Documentation indicated on such Order Form are distributed are free from defects in materials and workmanship and (g) the Services do not infringe any bona fide

Intellectual Property Right of any third party.

○ Service Level. Customer may terminate the Agreement or Order Form by providing a written notice to Upwards if the Services are unable to meet a Monthly Uptime of 97% during two consecutive months, 97% during any 3 months in a rolling

6-month period, or 90% during any single month in a rolling 6-month period.

● LIMITATIONS OF LIABILITY.

○ Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE

OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY FOR ANY INCIDENTAL,

SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,

INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS

INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER

ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS

AGREEMENT, OR THE SERVICES OR THE UPWARDS PLATFORM, WHETHER

SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT,

WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR

OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

○ Total Liability. EXCEPT FOR PAYMENT OBLIGATIONS HEREUNDER, IN NO

EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY, ITS

AFFILIATES OR ANY THIRD PARTY IN CONNECTION WITH THIS

AGREEMENT, OR THE SERVICES OR THE UPWARDS PLATFORM, EXCEED THE

FEES ACTUALLY PAID BY CUSTOMER TO UPWARDS IN THE SIXTY (60) MONTH

PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO SUCH

LIABILITY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON

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CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT

LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

○ Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT

THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL PART

OF THE BASIS OF THE BARGAIN BETWEEN UPWARDS AND CUSTOMER, AND

WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO

FAIL THEIR ESSENTIAL PURPOSE.

● TERM AND TERMINATION.

○ Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement or extended by mutual written agreement of the Parties, will continue in effect until its expiration or termination in accordance with the terms herein

(the “Term”). Any Order Form executed pursuant to this Agreement remains governed by this Agreement for its applicable term, irrespective of any earlier termination or expiration of this Agreement. Termination or expiration of this Agreement does not automatically terminate an Order Form entered into under this Agreement.

○ Termination for Cause. Without limiting any right or remedy available to either Party, either Party may terminate this Agreement or any Order Form effective on written notice to the other Party if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice detailing the nature of such breach.

■ Notwithstanding anything to the contrary in this Agreement, if this Agreement or any Services or

Order Form is terminated for any reason, Customer will have no liability for Fees that accrue after the effective date of termination, and all Fees and other amounts paid or payable on or before the effective date of termination shall be deemed fully earned by Upwards and are non-refundable;

accordingly, Upwards shall have no obligation to refund any pre-paid, unused, or unfulfilled portion of such Fees or amounts.

○ Survival. This Section 6(c) and Sections 1(d), 1(f), 2, 3, 4(b), 5, 6(d), 6(e) and 7 survive any termination or expiration of this Agreement.

○ Employee Notification on Termination. Customer acknowledges and agrees that

Customer will be solely responsible for notifying its employees in advance of any termination or expiration of this Agreement that their access to the Upwards Platform via the Services will cease immediately upon any such termination or expiration except as may be otherwise expressly agreed between any such employee and Upwards.

○ Effect of Termination. Upon expiration or termination of this Agreement: (i) each

Receiving Party will return or destroy, at the Disclosing Party’s sole option, all Confidential

Information of the Disclosing Party in its possession or control, including permanent removal of such Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in

Receiving Party’s possession or under Receiving Party’s control, and at Disclosing Party’s request, Receiving Party will certify in writing to Disclosing Party its compliance with the provisions of this Section 6(d); and (ii) for clarity, Customer will pay all amounts due and

Springs, FL 33067 payable by Customer (without pro rata deduction) to Upwards hereunder in accordance with Section 2.

● MISCELLANEOUS.

○ Entire Agreement. This Agreement, together with all Order Forms (including any related

Exhibits) and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

○ Notices. Except as otherwise expressly permitted herein, all notices required or permitted to be given hereunder will be in writing and will be deemed effective when personally delivered, when received by electronic means (with no bounceback message received), when delivered by overnight courier or five (5) days after being deposited in the United

States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed as follows:

If to Upwards:

5521 N University Dr Suite 104

Coral Springs, FL 33067

Attention: Jessica Chang, CEO

Email: jessica@upwards.com

If to Customer:

Donald Neal

University of Nebraska at Omaha

209 EAB

6001 Dodge Street

Omaha, NE 68185

Office: 402-554-3570 dneal@nebraska.edu or to such other address or number, and to the attention of such other person or officer, as any Party may designate, at any time, in writing in conformity with these notice provisions.

○ Amendment and Modification; Waiver. No amendment to or modification of this

Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege mailto:dneal@nebraska.edu

Springs, FL 33067 hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

○ Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify this

Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

○ Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the law of the State of Nebraska, without regard to any conflict of law rules of such state. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

○ Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the other Party’s express prior consent.

Notwithstanding the foregoing, Upwards may assign this Agreement without consent to a successor in interest or acquirer in case of merger, acquisition or sale by Upwards of all or substantially all of its shares or the assets to which this Agreement relates or to a successor entity in connection with an internal reorganization or entity conversion; provided that any such assignee agrees in writing to be bound by all the obligations of Upwards under this

Agreement. Any attempt to assign or transfer this Agreement in contravention of the foregoing will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party's permitted successors and assigns.

○ Force Majeure. Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, ordinary course mechanical or electrical degradation and/or failure, material changes in law, pandemics, epidemics, public health emergencies, war, terrorism, riot, or acts of God.

○ Subcontracting. Upwards may use subcontractors, vendors and other third-party providers in connection with the performance of its obligations hereunder as it deems appropriate; provided that the Upwards remains responsible for the performance of each such subcontractor, vendor or third-party provider and its compliance with the terms of this

Agreement.

○ No Third Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and permitted assigns.

○ Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

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(k) Upwards shall maintain insurance for the term of this Agreement for claims which arise out of the performance of this Agreement, inclusive of the following coverages:

(i) Workers Compensation insurance with coverages not less than the statutory requirements in the applicable state or jurisdiction where services will be performed;

(ii) Errors & Omissions / Professional Liability and Cyber Liability insurance with limits of not less than US $2 million;

(iii) Commercial General Liability insurance with a limit not less than US $5 million; and (iv)

Commercial Automobile Liability insurance covering non-owned and hired vehicles with a limit not less than US $1 million per occurrence.

Upwards may satisfy basic coverage limits through any combination of basic coverage and umbrella liability insurance. Provider will provide a certificate evidencing Upward’s insurance coverage as required above on an Acord or similar industry-standard form listing Customer as an additional insured. Customer shall receive at least thirty (30) days’ notice prior to reduction of any coverages stated on such certificate.

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

Board of Regents of the University of Nebraska:

Signature: _________________________________

Printed: ___________________________________

Title: _____________________________________

Date: _____________________________________

Upwards Care, Inc.

Signature:

Printed:

Title:

Director of Customer Experience

Emily Kreutner

Donald Neal Jr.

Assistant Vice Chancellor and Chief Financial Strategy Officer

Title: Legal and Policy Compliance Addendum

Revised: 160425

University of Nebraska Legal and Policy Compliance Addendum

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the Order Form and UPWARDS MASTER SERVICES AGREEMENT dated 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 Upwards Care, Inc.(“Supplier”).

RECITALS

A. University desires to enter the Agreement with Supplier.

B. The Agreement is in the form provided by Supplier, which the parties are using for their mutual convenience.

C. The Agreement is, with the exceptions noted in this Addendum, acceptable to University.

D. Certain provisions in the Agreement cannot be accepted or are required in the Agreement by

University as a matter of law and policy of the State of Nebraska and University.

E. Supplier is willing to modify the Agreement as set forth 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 this Addendum shall prevail.

2. Assignment. The 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.

3. Governing Law and Forum. The 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 hereunder shall be in the state courts located in Lancaster County, Nebraska. Any legal action by Supplier in relation to the Agreement shall be instituted in accordance with the provisions of the Nebraska State

Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306).

4. Liability. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless

University, its regents, officers, employees, agents, and students for any loss, claim, damage, expense, or liability of any kind arising out of or in connection with the acts or omissions of Supplier and its officers, employees, agents, and subcontractors under the Agreement.

5. 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.

6. Taxes and Fees. 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 upon written request by Supplier. If Supplier is required to pay any taxes from which University is exempt as a result of doing business with University, Supplier shall be solely responsible for the payment of those taxes.

Revised: 160425

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.

7. 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 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 the Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate the Agreement immediately for cause.

8. 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 the Agreement, any amendment to the Agreement, and any document incorporated by reference into the 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.

9. 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 the 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.

10. Federal Funding Compliance. If the 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 the 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 the Agreement.

If the 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 the 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 the Agreement involves payment of https://statecontracts.nebraska.gov/

Revised: 160425

$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 extend any of the provisions of Appendix II to 2 CFR Part

200 apply to the Agreement, such provisions are incorporated herein by this reference and apply to Supplier as a “contractor,” “recipient,” or “subrecipient.”

11. Nondiscrimination. Neither Supplier nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of the 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).

12. Logos or University Marks. Supplier shall not use or display any University campus 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 University 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.

13. Right to Audit Privilege. University reserves the right to audit or inspect work performed by

Supplier under the Agreement. University may participate directly or through an appointed representative in order to verify that the services related to the Agreement have been performed in accordance with the procedures indicated.

14. Purchase Order Requirement. A purchase order shall be issued by University to Supplier for payment in accordance with the terms of the Agreement. All invoice(s) submitted by Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

15. 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 the Agreement and (b), if Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and the Agreement is valued at $2,000 or more, Supplier has, prior to execution of the

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 the Agreement. If an actual or potential conflict of interest related to the

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 the Agreement void and of no further force or effect and

University shall have no further obligations under the Agreement.

16. 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.

17. Insurance. Supplier shall at its own expense obtain and maintain throughout the term of the

Agreement 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 $1,000,000.00 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 goods or services provided under the Agreement. If the goods or services include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than $2,000,000.00 per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such

Revised: 160425 technology services, software, or support. Upon request by University, Supplier shall furnish to University certificates of insurance evidencing such insurance is effective prior to commencement of work under the

Agreement. By requiring such…