DOC2076718860.pdf

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier CIEE Contact Nora Larkin

Sourcing Agent Melody Stark Email nlarkin@ciee.org

REQUESTING DEPARTMENT

Participating Campuses

UNO

Administrative Unit/Dept.

Department Contact Melia Markham

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

CIEE will provide logistics including housing, excursions, ground transportation, etc. for our summer 2026 Global Course, Teacher Education in Mexico.

Cost center: 4224020277

Contract Document Document Amt Total Amt Start Date End Date Notes

CW 40727 $33,000 $33,000 06/13/2026 06/30/2026

COMPETITION/BID INFORMATION

Bid Number

Competition

Contract Information

INTERNAL USE ONLY

Contract ID CW 40727

University of Nebraska Master Agreement - Expenditure

This University of Nebraska Master Agreement - Expenditure (“Agreement”) is effective as of the date of the last signature set forth below (“Effective Date”) between the Board of Regents of the University of

Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities

(University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical

Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature (each a “Campus” and collectively the “Campuses”), and CIEE

(“Supplier”).

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

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

University during the Term and with the standard of professional care and skill customarily provided in the performance of such service.

2. Payment. In full consideration for the Deliverables provided by Supplier under this

Agreement, University shall pay or cause to be paid to Supplier a fee, pursuant to the

Statement of Work and any subsequent proposal or statement of work incorporated by reference into this Agreement, within forty-five (45) days after University’s receipt of an accurate invoice 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 shall comply with applicable policies and procedures, including those stated within the University of

Nebraska Travel Policy (located at https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf). University, in its discretion, may decline to reimburse expenses that are not pre-approved or fail to comply with applicable policies and procedures. Supplier shall be solely responsible for payment of income, social security, and other employment taxes due to the proper taxing authorities, and that University will not deduct such taxes from any payments to Supplier hereunder, unless required by law. If a tariff is imposed on any Deliverables provided under this Agreement, each party shall pay an equal share of the costs of such tariff. No Deliverables shall be deemed to be received by University until all such Deliverables are completely delivered and finally accepted by University. Supplier may charge University interest for late payment in compliance with Neb. Rev. Stat. § 81-2404.

3. Expenses, Equipment, Tools, Materials, and Supplies. University shall not be liable to

Supplier for any expenses paid or incurred by Supplier unless otherwise agreed to in writing by University. Supplier shall supply, at its sole expense, all equipment, tools, materials, or supplies to provide the Deliverables.

4. Taxes. University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates 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, it shall be solely responsible for the payment of those taxes.

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

Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

6. Term. The initial term of this Agreement shall begin on the Effective Date and terminate on

June 13, 2026 (“Initial Term”). Time is of the essence in this Agreement.

7. Confidentiality.

a. Definition. "Confidential Information" means all information furnished by one party (the

“Disclosing Party”) to the other party (the “Receiving Party”) that is (i) clearly marked or otherwise clearly designated as confidential or (ii) should be reasonably understood by the Receiving Party to be confidential.

b. Obligations. Except as otherwise required by law, the Receiving Party shall not use

Confidential Information for any purpose other than the purpose for which the

Confidential Information was disclosed (the “Purpose”); shall protect and maintain

Confidential Information in strict confidence; and shall not , without the Disclosing Party’s prior written consent, disclose Confidential Information to any other person or entity, except those of the Receiving Party’s directors, officers, or employees

(“Representatives”) on a need-to-know basis to carry out the Purpose and who are advised of the confidential nature of the information and are under obligations of confidentiality and non-use at least as stringent as those herein.

c. Return or Destruction. Upon termination of this Agreement or request of the Disclosing

Party, the Receiving Party shall return or destroy all Confidential Information including materials containing such Confidential Information subject to FERPA. Notwithstanding the foregoing and except for data subject to the terms of a Business Associate Agreement or

Data Security Addendum to this Agreement, the Receiving Party (i) may retain one (1) archival copy of the Confidential Information for legal, regulatory, or compliance purposes; (ii) shall not be required to return or destroy any computer files created during automatic system backups that are subsequently stored securely and to which its

Representatives do not have routine or unrestricted access; and (iii) shall continue to be bound by the non-use and confidentiality obligations of this Agreement in relation to any

Confidential Information retained pursuant to this subsection for as long as it is retained.

d. Exceptions. The obligations of this section do not apply to information that is in the public domain; independently known, obtained, or discovered by the Receiving Party; or hereafter supplied to the Receiving Party by a third party without restriction. If the

Receiving Party is compelled by law to disclose any Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted).

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

8. Property Rights. University will possess all rights to any creations, inventions, or other intellectual property and materials, including copyright, trade secrets, or patents in the same, which arise out of, are prepared by, or are developed in the course of Supplier’s performance.

Work created by Supplier in connection with its performance under this Agreement (the

“Work”) shall belong to University as "work-made-for-hire" as such term is defined under 17

USC § 201, as amended. In the event such Work is not copyrightable subject matter or for any reason cannot legally be considered a work-made-for-hire, Supplier hereby assigns all right, title, and interest in and to the Work to University and shall execute all documents required to evidence such assignment. University’s rights to the Work shall be exclusive and

Supplier will not use, license, or permit such Work to be used for any other purpose. Upon termination of this Agreement for any reason, University shall have the exclusive right, without further obligation to Supplier, throughout the world, in all languages, and in perpetuity to use the Work in any manner it deems appropriate, including, without limitation, editing, altering and revising such Work. This provision shall survive the termination of this

Agreement.

9. Termination. In addition to any other remedies the party may have under law or equity, a party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.

University may terminate this Agreement for its convenience upon thirty (30) days’ prior written notice to Supplier. Upon termination of this Agreement, (a) Supplier shall promptly discontinue all work, unless the termination notice directs otherwise; (b) University shall promptly pay Supplier for all fees incurred up to and including the effective date of termination or Supplier shall refund to University a prorated share of any prepaid fees; (c) Supplier shall transfer custody of and title to all completed or partially completed Deliverables to University;

(d) Supplier shall promptly return to University any property provided by University to Supplier under this Agreement; and (e) Supplier shall promptly return to University all information and data accumulated by Supplier in performing this Agreement in a mutually acceptable format and manner.

10. Remedies. In addition to any remedies available to University under law or equity, University may, at its sole discretion, take or require one (1) or more of the following remedial actions if

Supplier’s performance is deficient and does not comply with the requirements of this

Agreement: (a) require Supplier to take corrective action to ensure that performance conforms to the requirements of this Agreement; (b) reduce payment to reflect the reduced value of the performance received; (c) require Supplier to subcontract all or part of the service at no additional cost to University; (d) withhold payment or require payment of actual damages caused by the deficiency of Deliverables; (e) replace the deficient Deliverables and deduct the costs of the replacement Deliverables from payments to Supplier under this

Agreement; (f) require Supplier to remove, at its sole expense, any non-conforming or deficient Deliverables from University’s premises; and (g) terminate this Agreement pursuant to any termination provisions within this Agreement. These remedies are cumulative to the extent the remedies are not inconsistent, and University may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

11. Representations and Warranties. Supplier warrants that it will convey good title to all goods, free of all encumbrances, and all goods delivered shall be free from defects in workmanship, material, and manufacture, shall comply with the requirements of this

Agreement, including any drawings or specifications incorporated or samples furnished by

Supplier, and shall be free from defects in design. Supplier further warrants all goods purchased hereunder shall be merchantable quality and shall be fit and suitable for the purposes intended. In the event Supplier is providing University with services, Supplier warrants and represents that each of its employees and agents who are to perform any services under the terms of this Agreement shall have the skills, training, and background reasonably commensurate with their level of performance or responsibility, to be able to perform in a competent and professional manner that is consistent with industry standards.

Supplier further warrants the services provided will conform to the requirements of this

Agreement and that in performing the services Supplier will not be in breach of any agreement with a third party. The foregoing warranties are conditions to this Agreement and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by University. All warranties shall run to University. If any warranties specified herein or otherwise applicable are breached by Supplier, University may, at its election, in the case of services, require re-performance of the services or terminate this

Agreement and receive a full refund. However, such termination and refund vests only after

University provides a full, specific and complete explanation of such purported breach, and the Supplier’s reasonable opportunity to correct such purported breach of services. Supplier shall hold University harmless from any loss, damage, or expense, including court costs, that

University may suffer as a result of an uncorrected breach or alleged uncorrected breach of the foregoing warranties. The foregoing remedies are in addition to all other remedies

University may have at law or in equity.

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

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

13. General Indemnity. Parties agree to remain silent.

14. Intellectual Property Indemnity. Supplier shall, at its sole cost and expense, defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, to the extent such claims arise out of, result from, or are attributable to, the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, or trademark or disclosure of confidential information of any third party by Supplier or its employees, subcontractors, consultants, representatives, and agents; provided, however, University gives

Supplier prompt notice in writing of the claim. Supplier may not settle any infringement claim that will affect University’s use of Deliverables provided under this Agreement without

University’s prior written consent. If a judgment or settlement is obtained or reasonably anticipated against University’s use of any intellectual property for which Supplier has indemnified University, Supplier shall, at Supplier’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on

University’s behalf to provide the necessary rights to University to eliminate the infringement, or provide University with a non-infringing substitute that provides University the same functionality.

15. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than $1,000,000.00 per occurrence, and $2,000,000.00 general aggregate to cover such liability caused by, or arising out of, activities of Supplier and its agents and/or employees while engaged in or preparing for the provision of the

Deliverables. If the Deliverables include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than

$5,000,000.00 per occurrence and in the aggregate throughout the Term to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by University, Supplier shall furnish to University certificates of insurance evidencing that such insurance is effective prior to provision of the

Deliverables. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier shall, upon request, 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.

16. Workers’ Compensation Insurance. Supplier shall maintain worker’s compensation insurance as required by law and shall provide certificate of same if requested by University.

Failure to provide a certificate of worker’s compensation insurance may, at University’s option, result in termination of this Agreement.

17. 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.

18. Entire Agreement and Amendment. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect to the subject matter hereof.

This Agreement may not be amended except by an agreement signed by Supplier and an authorized representative of University.

19. Governing Law and Forum. Notwithstanding any other provision of this Agreement or any amendment or Ancillary Document entered into contemporaneously or at a later time: (a)

University is an agency of a sovereign state and its authority to contract is therefore subject to limitation by the Constitution, statutes, common law, and regulations of the State of

Nebraska; (b) this Agreement shall be governed, interpreted, and enforced under the laws of the State of Nebraska without giving effect to its conflicts of law provisions; (c) any action to enforce the provisions of this Agreement must be brought in the state courts located in

Lancaster County, Nebraska; (d) the person signing this contract on behalf of University does not have the authority to waive the sovereign immunity, Constitution, statutes, common law, or regulations of the State of Nebraska; and (e) all terms and conditions of this Agreement, including but not limited to the those concerning third party use, licenses, warranties, limitations of liability, governing law and venue, indemnity, liability, remedy, or other similar provisions, are entered into specifically subject to the Constitution, statutes, common law, regulations, and sovereign immunity of the State of Nebraska.

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

21. Conflict of Interest. Supplier certifies, to the best of its knowledge and belief, that (a) there is no unresolved actual or potential conflict of interest related to this Agreement and (b), if

Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and this Agreement is valued at $2,000 or more, Supplier has, prior to execution of this Agreement, provided written notification to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, of Supplier’s status as, relation to, or association with a University employee and of this Agreement. If an actual or potential conflict of interest related to this Agreement arises during the Term, Supplier shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or University determines Supplier’s certification set forth in this section is false, University may declare this

Agreement void and of no further force or effect and University shall have no further obligations under this Agreement.

22. 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.

23. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4.

Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the

Term, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, this Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate this Agreement immediately for cause.

24. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier (a) to notify

University of any requested redactions to this Agreement, any amendment to this Agreement, and any document incorporated by reference into this Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Supplier shall defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

25. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of this Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with University’s interpretation and application of applicable law. It shall be the sole responsibility of Supplier

(a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier’s failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

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

Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with laws local to the jurisdiction where the work associated with this

Agreement is taking place.

27. Discrimination including Sexual Harassment. State and federal law, as well as University of Nebraska Bylaws, policies, and guidelines prohibit discrimination (as defined therein) including harassment and retaliation, against students, employees, and other members of

University community. Prohibited types of discrimination include discrimination on the basis of race, color, ethnicity, national origin, sex (including sexual harassment), pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, political affiliation, and any other protected status. Supplier shall exercise control over itself, its employees, agents, contractors, and affiliated parties to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Supplier shall cooperate with University following any report of discrimination subject to local laws. In the event University determines that

Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with University’s direction and subject to local laws, 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. Subject to local laws, Supplier’s failure to comply with

University’s directive or any other part of this provision may be cause for immediate termination of this Agreement. Supplier acknowledges that University may have obligations to report any allegations or incidents of discrimination, including sexual harassment.

28. Criminal Background Investigations. If applicable, Supplier represents and warrants that

Supplier has obtained, at its own expense and in a manner compliant with all applicable laws, a background screening for all of its employees who will be present on University premises.

Such background screenings shall be completed consistent with current industry standards and shall, at a minimum, include the same degree of thoroughness as the background checks University conducts for its newly hired staff. Supplier shall update any background screening upon reasonable request by University and any request based upon the occurrence of any illegal activity involving Supplier or its personnel, or the reasonable suspicion of illegal activity shall be deemed reasonable. Supplier shall provide University with evidence of the completion of the required background screenings upon University's request.

Alternatively, in the event Supplier is an individual, University may require Supplier complete a background check consistent with current industry standards at University’s request.

Supplier shall not hire, retain, or engage any individual directly involved in the performance of services under this Agreement who has been convicted (felony or misdemeanor) of or entered into a court-supervised diversion program for any sexual offense, felony assault

(including domestic violence related incidents), child abuse, molestation or other crime involving endangerment of a minor, murder, or kidnapping. Supplier and Supplier’s employees or agents directly performing services under this Agreement cannot be listed on any sex offender registry. Other convictions, such as misdemeanor assault, drug distribution activity, felony drug possession, and any other felony or crime involving moral turpitude may also render Supplier and Supplier’s employees or agents ineligible to directly perform services under this Agreement, taking into consideration (a) the nature and gravity of the offense(s), (b) the time that has passed since the offense or conduct and/or completion of the sentence, and (c) the nature of the services being performed. Supplier and Supplier’s employees or agents cannot be listed on any sex offender registry. Supplier shall ensure any third party with whom Supplier engages to provide any part of services provided under this

Agreement shall comply with the same restrictions, conditions, and requirements of this section in the same capacity as Supplier.

29. Federal Funding Compliance. If this Agreement involves federal funds, (a) Supplier’s compliance in all respects with all applicable federal anti-discrimination laws is material to

Supplier’s performance under this Agreement; and (b) Supplier’s failure to comply with such laws shall be considered a material breach of this Agreement.

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

If Supplier has fifty (50) or more employees and this Agreement involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60-741, subpart C. If Supplier has fifty (50) or more employees and this

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

“recipient,” or “subrecipient.”

30. Logos or University Marks. Supplier shall not use or display any University name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of Marks is expressly prohibited. Supplier shall not use

University’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Supplier’s business.

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

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

32. Affiliates. “Affiliates” for the purposes of this Agreement are agents, contractors, consultants, or other entities or individuals who are authorized by University to use the Deliverables.

Affiliates may be added by University upon written notice to Supplier. Affiliates may avail themselves to the benefits of this Agreement by way of a separate agreement between

Affiliate and Supplier. Affiliates include, without limitation, any public agency or instrumentality of the government of the State of Nebraska or political subdivisions within the State of

Nebraska, any entity in which the Board of Regents of University has at least a fifty percent

(50%) controlling interest, and The Nebraska Medical Center d/b/a Nebraska Medicine.

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

34. 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.

35. 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.

36. Incorporation and Priority of Documents. Any document that is ancillary to this Agreement

(including without limitation any solicitation, purchase order, addendum, exhibit, appendix, bid, proposal, quotation, or statement of work) (“Ancillary Document”) constitutes part of this

Agreement if: (a) attached to this Agreement at execution thereof or (b) signed by an authorized signatory from each party at or subsequent to execution of this Agreement.

Notwithstanding any provision to the contrary in any of the following documents, precedence is established by the order of the following documents: (1) duly executed amendments to this

Agreement (to the extent not superseded by a subsequent amendment); (2) this Agreement and any Ancillary Document originating with University and incorporated by reference into this

Agreement; and (3) any Ancillary Document not originating with University and incorporated by reference into this Agreement. In the event of conflicting or inconsistent provisions between any of the foregoing documents, a document identified with a lower numerical value in this section shall supersede a document identified with a higher numerical value in this section to the extent necessary to resolve any such conflict or inconsistency. In the event an issue is addressed in one of the foregoing documents but is not addressed in another of such documents, no conflict or inconsistency shall be deemed to occur. Where terms and conditions specified in 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 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.

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

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

39. 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.

40. 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.

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

42. Subcontractors. Supplier shall not subcontract all or substantially all of any facet of the services provided under this Agreement without the prior written approval of University.

Supplier shall be fully responsible for the acts and omissions of its subcontractors and of the persons directly or indirectly employed by them. Contractor will cause any of its subcontractors, who provide materials or perform services relative to this contract, to maintain insurance coverages that is required by local laws and are standard for the services they provide in the country that they operate; 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.

43. Unavailability of Funding. Due to possible future reductions in state and/or federal funds, University cannot guarantee the continued availability of funding of this Agreement notwithstanding the consideration contained within this Agreement. In the event funds to finance this Agreement become unavailable, either in full or in part, due to such reductions, University may terminate this Agreement or reduce the consideration upon notice in writing to

Supplier. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Supplier may cancel this Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to University. Supplier shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the effective date of the termination. In the event of unavailability of funding, University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

44. Delivery. All shipments are to be made F.O.B. destination, freight prepaid, according to the delivery information provided in the applicable purchase order. Supplier shall make no partial deliveries under this Agreement without University’s consent unless otherwise indicated in the applicable purchase order. University may, but shall not be obligated to, inspect Supplier’s performance under this Agreement from time to time. University’s inspection, or lack of inspection, will not constitute an acceptance of any Deliverable or a waiver of any right or warranty or preclude University from rejecting any defective Deliverable. Supplier will coordinate lead times and delivery dates with University. Time is of the essence with respect to delivery of goods and performance of services.

45. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat. § 73-

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

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

Board of Regents of the University of Nebraska

Signature:

Printed Name: Jessie Combs

Date:

Title:

Supplier

Signature:

Printed Name: Nora Larkin

Date:

Title: Director of Sales Operations

Notices to University shall be sent to:

03/13/26 | 15:18 CDT

Asst Vice Chancellor and Controller, Business and Finance

03/17/26 | 14:35 CDT

Melia Markham

UNO Study Abroad Office Omaha

With copy to:

Legal Notices

C/O P2P Procurement Contracts 1700 Y Street, BSC 125

Lincoln, NE 68588-0645

Notices to Supplier shall be sent to:

Nora Larkin nlarkin@ciee.org

CIEE Faculty-Led & Custom Programs

Statement of Work between

CIEE, Inc.

and

The Board of Regents of the University of Nebraska

This Statement of Work sets forth the commercial terms and applicable policies and procedures under which CIEE, Inc. (CIEE), a Delaware corporation with 501(c)(3) tax-exempt status, with its principal place of business at 69 A Street, Boston, Massachusetts, U.S.A. 02127, will provide services to the Board of

Regents of the University of Nebraska a public body corporate and governing body of the University of

Nebraska (“University”) which is composed of a chief governing administrative unit (University of

Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature (each a “Campus” and collectively the

“Campuses”), an institution with its place of business at 3835 Holdrege Street, Lincoln, NW 68583, at the

CIEE Center in Merida, Mexico for fifteen (15) days and fourteen (14) nights in Summer 2026 (the

“Program”).

For the purposes of this Agreement, the term “Program Participants” shall be defined as all Institution students and accompanying Institutional Representatives (including faculty or staff members). The term

“Guests” refers to all Fully-Participating and Accommodation-Only Guests.

The parties agree to the following terms:

Program Overview

CIEE will coordinate a Program for a minimum of ten (10) students and a maximum of sixteen (16) students. Institution has requested on-site academic, logistical, and emergency support from CIEE for the full duration of the Program. Two (2) Institution faculty or staff member(s) will accompany the group.

Students will take two (2) courses taught by CIEE and an University of Nebraska-Omaha faculty (e.g.

course choices, required courses, CIEE vs. Institutional faculty teaching responsibilities breakdown).

The Program Dates are as follows:

Arrival Date: June 18, 2026

Departure Date: July 1, 2026

Responsibilities of Institution

1. Enrollment: Institution will recruit and select the minimum number of students for participation in this Program, not to exceed the maximum number of students agreed upon by the Institution and

CIEE. Additional students beyond the maximum may be enrolled with approval from CIEE and depending on availability and costs. Institution agrees not to enroll Participants with known felony convictions. All Participants will be expected to self-manage any known medical needs and handle basic travel responsibilities, unless a disability accommodation request or care plan is approved by CIEE. CIEE reserves the right to dismiss any Program Participant or Guest at any time before or during the Program: (a) if the person has failed to comply with any provision(s) of this Agreement; (b) if, in CIEE’s view, the person’s continued participation or presence in the

Program constitutes a risk to that person’s health or to the reasonable enjoyment of or integrity of the Program for others. Whenever possible, CIEE will consult with Home Institution prior to taking dismissal action.

2. Institutional Representatives: Institution will identify on-site Institutional Representative(s)

(Program Leader/Faculty) for the duration of this Program, who will be responsible monitoring the overall quality of the Program and helping to ensure that all Institution students adhere to both

CIEE and Institution program policies and expectations. They will serve as the on-site liaison(s) between Institution and CIEE. If the Program does not include an on-site Institutional

Representative, then someone from the Home Institution will take on this role.

3. Definition of “Guest” and Guest Notification: Institution agrees to CIEE’s Guest Policies. Notably, CIEE reserves the right to refuse the participation of any Guest. Institution agrees to inform CIEE of any Guests who are participating in the Program and their respective levels of participation by the Participant List Deadline (see Deadlines). For the purposes of this Agreement, a “Guest” shall be defined as an individual who is neither an Institution student nor an Institution faculty or staff member but who will avail herself/himself/themselves of some or all of the program deliverables.

“Accommodation-Only Guests” are guests who will stay in the accommodations that CIEE is providing for other Program Participants and who will not participate in any other program deliverables. “Fully-Participating Guests” are guests who wish to will participate in all of the

Program deliverables, including but not limited to accommodations, meals, co-curricular and cultural activities, day trips, and overnight excursions. CIEE will extend to Guests the same health, safety, and security measures that it extends to all other Program Participants.

4. Responsibility for Course: Institution will coordinate and teach the required course on site.

Institution is responsible for all aspects of the course, including instruction and student assessment.

5. Responsibility for Academic Matters: Institution is responsible for all academic matters related to this Program, including course transcripts and grades, unless otherwise noted.

6. Mandatory On-Site Orientation: All Program Participants will be required to attend any scheduled

CIEE on-site orientation.

7. Adherence to CIEE Program Policies: All Program Participants and Guests must agree to adhere to all CIEE program policies through the duration of the Program. It is expected that any

Institutional Representative will help to support and enforce CIEE policies throughout the duration of the Program.

8. Travel Insurance: CIEE requires all Participants and Guests to carry health and accident travel

Insurance. CIEE automatically provides Political and Natural Disaster Evacuation coverage, and offers optional iNext Travel Insurance coverage for its programs. If Institution elects NOT to enroll in iNext Travel Insurance, Institution agrees to provide alternate suitable health and accident insurance coverage, inclusive of accident/sickness coverage, emergency medical evacuation, and repatriation of remains, for all Program Participants and Guests. If Institution is using a provider other than iNext Travel Insurance, CIEE bears no liability for said insurance payment or coverage. CIEE iNext Travel Insurance coverage is required for any programs without an on-site

Institutional Representative.

9. Responsibility for Visas: CIEE is not responsible for any matters pertaining to student and accompanying faculty/staff visas as required for entry (and/or work for faculty/staff) into the country/countries in which the program is being held. Supporting documentation for obtaining visas can be provided by CIEE as requested by the Institution, if CIEE is legally permitted .

Where CIEE is involved in securing visa or other required travel documents, Institution understand that issuance is a government process and Institution will not hold CIEE responsible for any failure or delay of visa or other necessary travel document issuance, except for those caused by the negligence of CIEE.

10. Cell Phone Requirements: Institution agrees to inform all Program Participants and adult Guests that they are required to have cell phones that function in the host country, and which cannot rely solely on Wi-Fi connections for communications.

11. Emergency Notification: Institution agrees to notify each Program Participant or Guest emergency contact(s) for this program in the event of an emergency notification from CIEE. If Institution allows Program Participants from other institutions, Institution will notify the other institution(s) of the emergency. CIEE will only notify each Program Participant or Guest emergency contact(s) if

Institution is unreachable by CIEE.

12. Minors: Institution is responsible for all matters pertaining to international guardianship laws required for minors participating on the program. Supporting documentation for individual students for complying with international guardianship laws can be provided by CIEE as requested by the institution, if CIEE is legally permitted to do so. CIEE requires any minors to be identified by the Participant List Deadline at the latest. CIEE reserves the right to exclude minors on the program for any reason.

Respons…