DOC2105708600.pdf

University of Nebraska Non-Competitive Procurement Documentation

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

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

Supplier Amount Contract, PR, or Invoice#

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

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

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

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

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

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

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

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

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

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

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

Written Justification

Procurement Officer Approval Date

Scott Unruh unruhsa@unk.edu eLumen Insights 70,000 CRW42775

Of the available products, Elumen best meets the needs for the academic program quality assurance. Other products were not as efficient for working withing the Canvas Learning Management system.

03/31/26 | 17:08 CDT

Definitions

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

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

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

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

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

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

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

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

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

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

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 ELUMEN, INC Contact

Scott Unruh and Assessment Office

Sourcing Agent Mike Hendrickson

REQUESTING DEPARTMENT

Participating Campuses

UNK

Administrative Unit/Dept.

petersonha@unk.edu

Department Contact

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name) assessment and curriculum mapping tool integrated directly into theCanvas LMS

Contract Document Document Amt Total Amt Start Date End Date Notes

CW43517 $66,745 USD $66,745 USD 04/01/2026 03/31/202

COMPETITION/BID INFORMATION

Bid Number N/A Competition NCPD Approved Contract Information

N/A

INTERNAL USE ONLY

CW43517

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Master Terms and Conditions

These terms and conditions apply to the provision of the products or services identified on the Order Form by eLumen, Inc. (“eLumen”) to the entity identified in the Order Form (“Customer”). An “Order Form” means any order for the provision of products or services signed by Customer. These terms and any applicable Addendum related thereto are incorporated into the Order Form and together with the Order Form, form the “Agreement.”

To the extent there is any conflict between the Order Form, these Master Terms and Conditions, or any Addendum related thereto, such conflict shall be resolved pursuant to the following order of precedence: (i) the Order Form,

(ii) any applicable Addendum, and (iii) these Master Terms and Conditions. eLumen and Customer are referred to in this Agreement each as a “party” and together as the “parties.”

1. Service. Subject to the terms of this Agreement, eLumen will provide to Customer proprietary software as a service offering(s) made available through a URL in a hosted environment (together with any other products and services identified in the Order Form, the “Service” or “Services”). All rights in and to the Service not expressly granted to Customer in this Agreement are reserved by eLumen. eLumen shall: (a) deploy all updates and upgrades to the Service to Customer that eLumen provides to its customers generally for no additional charge; and (b) provide support (“Support”) pursuant to the terms described on the Order Form. For purposes of this Agreement, “User” means an individual who is authorized by the Customer to use the Service and for whom Customer has purchased a subscription.

2. Customer Restrictions. Customer shall not (and shall not permit Users to): (a) sell, resell, rent, lease, lend, sublicense, distribute, assign, timeshare, or otherwise transfer or provide access to the Service to any third party except as expressly authorized under this Agreement; (b) use or access the Service for competitive purposes; (c) copy, modify, adapt, or create derivative works from any feature, function, interface, or graphic in the Service; (d) remove or modify eLumen’s policies or proprietary markings displayed within the Service;

(e) use, interfere with, disrupt or circumvent the integrity, security or performance of the Service, including by probing, scanning, or testing any eLumen system or network or its security or authentication measures; (f) store or transmit any malicious code; (g) permit direct or indirect access to or use of any Service or Customer Content (as defined below) in a way that circumvents a contractual usage limit; (h) attempt to gain unauthorized access to the Service, its related systems or networks or Third-Party Services (as defined below);

(i) use the Service or any Third-Party Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; or (j) use the Service to distribute software or tools that gather information, distribute advertisements, or engage in conduct that may result in retaliation against eLumen or its data, systems, or networks. Use and access to the Application Program Interface (“API”) will be subject to the eLumen API Policy available upon request.

3. Customer Responsibilities and Warranties. Customer shall have sole responsibility for Customer Content and use of the Service by Users in compliance with this Agreement and the Acceptable Use Policy provided within the Service and available at https://www.elumenconnect.com/acceptable-use-policy (the “AUP”). Customer agrees to reasonably assist eLumen in connection with a User’s adherence to the AUP. Customer further agrees to: (a) maintain the confidentiality and security of passwords and abide by any access protocols or credential requirements set by eLumen; (b) obtain from Users any consents necessary under this Agreement or to allow eLumen to provide the Service; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service; (d) notify eLumen promptly of any such unauthorized access or use of which it learns; (e) cooperate reasonably in all respects with respect to implementation, access, support, and maintenance of the Service; and (f) ensure that a current email address is associated with each User’s account.

4. Representations. Each party represents that (a) it has the power and authority to validly enter into this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by such party, https://www.elumenconnect.com/acceptable-use-policy

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(c) the execution and delivery of this Agreement does not violate or conflict with any other agreement, license, or obligation of such party, (d) it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from or on behalf of any employees or agents of the other party in connection with this Agreement, and (e) it is financially solvent and has the ability to perform its obligations hereunder.

5. eLumen Warranties. eLumen warrants that: (a) it shall implement reasonable administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the Customer Content; and (b) the functionality or features of the Service and Support may change but will not materially degrade during the Term. As Customer's sole and exclusive remedy for eLumen’s breach of the warranties set forth in this Section 5: (i) eLumen shall correct the non-conforming Service at no additional charge to Customer; or (ii) in the event eLumen is unable to correct such deficiencies after good-faith efforts, eLumen shall refund Customer amounts paid that are attributable to the defective Service from the date eLumen received such notice. Customer must report deficiencies in writing to eLumen within thirty (30) days of their identification in order to receive any warranty remedies herein. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5 AND TO THE MAXIMUM EXTENT OF THE LAW, ELUMEN AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ELUMEN DOES NOT WARRANT: (A) THE RESULTS OR OUTCOMES FROM USE OF THE SERVICE OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (B) THE VALIDITY, FAIRNESS OR QUALITY OF ANY CONTENT PROVDIED BY ELUMEN. TO THE EXTENT THE FOREGOING DISCLAIMER IS EXPRESSLY PROHIBITED BY LAW, ANY AVAILABLE WARRANTY SHALL BE LIMITED TO THIRTY (30) DAYS AND TO THE SERVICE REMEDIES PROVIDED BY ELUMEN IN THIS SECTION 5.

6. Fees. As consideration for the subscription to the Service, Customer shall pay all fees set forth in an Order Form (“Fees”) annually in advance, thirty (30) days after receipt of an invoice or as otherwise agreed to in the Order Form. All Fees owed by Customer are exclusive of, and Customer shall pay all applicable sales, use, VAT, excise, withholding, and other taxes that may be levied in connection with this Agreement. eLumen reserves the right (in addition to any other rights or remedies eLumen may have) to discontinue the Service and to suspend all Users’ and Customer’s access to the Service if any Fees are overdue until such amounts are paid in full. Except as expressly set forth in this Agreement, all Fees are non-refundable. Any balances outstanding after thirty (30) days will be subject to a two percent (2%) monthly late fee, or the highest amount allowed by applicable law, whichever is less.

7. Compliance. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement, including with respect to personally identifiable information from records that are subject to applicable privacy laws, including, but not limited to, the Family Educational Rights and Privacy Act, as amended (“Personal Information”). Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (a) is located in a country that is subject to a U.S. government embargo; or (b) is listed on any U.S. government list of prohibited or restricted parties.

8. Customer Content. As between eLumen and Customer, any and all information, data, results, plans, sketches, text, files, links, images, photos, videos, audio files, notes, or other materials uploaded by a User through the Service (“Customer Content”) remain the sole property of Customer. eLumen may use the Customer Content solely to provide and improve the Service in accordance with this Agreement or Customer’s instructions.

9. Data Use. Customer agrees that data derived from eLumen’s provision of the Service or Customer’s use of the Service (“Usage Data”) may be used by eLumen for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, pursuit of updates or upgrades of the Service, or creation of a new or related product, and creation of statistical rules. Such Usage Data will only be used in its aggregated or anonymized form and such results may be used by eLumen for any lawful purpose not otherwise excluded by this Agreement. As between the parties, eLumen owns the Usage Data. Notwithstanding anything contained

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in this Agreement to the contrary, Usage Data does not include Customer Content or any information that identifies or can be reasonably used to identify an individual person or Customer.

10. Third-Party Services. Customer may access third-party services, including without limitation Instructure’s Canvas Learning Management System (“LMS”) and other content or links through the use of the Service (collectively “Third-Party Services”). eLumen does not control Third-Party Services or make any representations or warranties with respect to Third-Party Services. In addition, eLumen is not responsible for Third-Party Services. Customer agrees that eLumen will not be liable for any defects, flaws, programming errors, inefficiencies or malfunctions in any such Third-Party Services, or for any lack of functionality in or non-performance of the Third-Party Services. Customer agrees: (i) that its exclusive remedies with respect to any Third-Party Services will be against the vendor or provider thereof; (ii) not to assert against eLumen any claim based on or related to Customer's use of any Third-Party Services; and (iii) that its use of any Third-Party Services will be governed solely by the terms of Customer's agreement with the provider of such Third-Party Services.

eLumen’s warranties only extend to Services provided.

11. Limitation of Liability. EACH PARTY AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OR INACCURACY OF DATA, RECORDS OR INFORMATION, COST(S) OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, AND ANY FAILURE OF DELIVERY OF THE SERVICE), EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS IN SECTION 16.1, EACH PARTY’S CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT WITHIN THE TWELVE

(12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. Confidentiality. Each party acknowledges that it or any entity that directly, or indirectly through one or more intermediaries’ controls, is controlled by or is under common control with such party (an “Affiliate”) may disclose (in such capacity the “Disclosing Party”) Confidential Information to the other party or its Affiliates (in such capacity, the “Receiving Party”) in the performance of this Agreement. Accordingly, the Receiving Party shall: (a) keep the Confidential Information disclosed by the other party confidential; (b) use Confidential Information only for purposes of fulfilling its obligations and exercising its rights hereunder; and (c) disclose such Confidential Information only to the Receiving Party’s employees or Affiliates who have a need to know and only for the purposes of fulfilling this Agreement or to the extent required by law. As used herein, “Confidential Information” means any and all non-public, confidential and proprietary information, data, or know-how, including all Personal Information and information about the Disclosing Party’s businesses, operations, finances, properties, employees, relationships with third parties, plans, trade secrets, and other intellectual property and all analyses, compilations, forecasts, studies, summaries, notes, reports, memoranda, interpretations, data, and other materials which contain or are generated from the Confidential Information, whether disclosed in writing, orally, electronically, or by other means, and whether or not identified as confidential. For the avoidance of doubt, any non-public aspect of the Service will be considered the Confidential Information of eLumen. Confidential Information shall not include information that: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) is rightfully received by the Receiving Party by a third party without a duty of confidentiality; (iii) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party; or (iv) is identified by the Disclosing Party in writing as no longer confidential and proprietary. Notwithstanding the restrictions above, the Receiving Party may disclose the Confidential Information pursuant to law, regulation, subpoena or court orders, provided that the Receiving Party promptly notifies the Disclosing Party in writing prior to making any such disclosure to permit the Disclosing Party an opportunity to prevent disclosure or seek an

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appropriate remedy from the proper authority. The Receiving Party agrees to cooperate with the Disclosing Party in seeking such order or other remedy. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required (based on the advice of counsel) and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded the Confidential Information. Further, any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Service as well as to disclosures required by or under applicable law or related government agency actions. eLumen will also comply with all court orders or subpoenas involving requests for such information.

13. Proprietary Rights. As between Customer and eLumen, the eLumen Intellectual Property is, and shall at all times remain the sole and exclusive property of eLumen. eLumen shall have the right, in its sole discretion, to modify the eLumen Intellectual Property. “eLumen Intellectual Property” means: (a) the Service; (b) all improvements, changes, updates, enhancements, upgrades, translations and components thereof; (c) all other proprietary materials of eLumen and/or its licensors; (d) all individual questions on any assessment, as well as all revisions, modifications, translations, or other adaptations or transformations thereof; and (e) all other intellectual property owned by eLumen including, but not limited to, all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats, and know-how, as well as any underlying source code and object code related thereto.

14. Term and Termination. The term of this Agreement is specified in the Order Form (“Term”) and shall continue for its full duration unless earlier terminated by a party in accordance with this Section 14. In addition to any other rights and remedies that may be available, either party may terminate this Agreement for a material breach of any provision of this Agreement by the other party if such material breach remains uncured for thirty (30) days after receipt of written notice of such breach from the non-breaching party. In the event the Agreement is terminated, all Order Forms are simultaneously terminated. Upon expiration or termination of this Agreement: (a) Customer shall immediately cease using the Service; and (b) in connection with certain aspects of the Service that feature an export function Customer may export the Customer Content by using the export feature within the Service for a period of three (3) months from termination, after which eLumen shall have no obligation to maintain or provide any Customer Content.

15. Suspension of Service. eLumen may suspend a User’s access to the Service for a violation of Section 3 of this Agreement, any applicable law, or third-party rights to the extent and for the duration necessary to address any such violation. eLumen will use commercially reasonable efforts to provide notice to Customer in advance of any suspension unless such violation may cause direct harm to the Service or may result in liability to eLumen. Customer agrees that eLumen will not be liable to Customer or a User if eLumen exercises its suspension rights as permitted by this Section 14.

16. Indemnification.

16.1 eLumen will indemnify and defend Customer from and against any and all losses, liabilities, and claims (including reasonable attorneys' fees) arising out of any claim by a third party alleging that the Service infringes or misappropriates the intellectual property rights of that third party. Notwithstanding the foregoing, eLumen shall not be obligated to indemnify Customer if such infringement or misappropriation claim arises from: (a) the Customer Content; (b) Customer’s or User’s misuse of the Service; or (c) Customer’s or User’s use of the Service in combination with any products, services, or technology not provided by eLumen. If a claim of infringement or misappropriation is made, eLumen may, in its sole discretion: (i) modify the Service so that it becomes non-infringing; (ii) obtain a license permitting continued use of the Service; or (iii) terminate the Agreement with no liability to Customer, other than eLumen’s obligation to indemnify hereunder, and return the unused portion of any

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prepaid Fees. Customer will indemnify and defend eLumen from and against any and all losses, liabilities, and claims (including reasonable attorneys' fees) arising out of any claim by a third party alleging: (z) the Customer Content infringes or misappropriates the intellectual property rights of that third party; or (y) use of the Service by Customer or any User in violation of this Agreement or the

AUP.

16.2 Customer will indemnify and defend eLumen from and against any and all losses, liabilities, and claims (including reasonable attorneys' fees) arising out of any claim by a third party (i) alleging that any Customer Content infringes or misappropriates such third party’s intellectual property rights, proprietary rights or any applicable law, or (ii) arising from Customer ’s use of the Services in violation of these Terms and Conditions or applicable law.

16.3 The party seeking indemnification (the "Indemnified Party") shall provide the other party (the "Indemnifying Party") with prompt written notice upon becoming aware of any claim subject to indemnification hereunder and shall provide reasonable cooperation to the Indemnifying Party in the defense or investigation of any claim, suit or proceeding. The Indemnifying Party, at its option, will have sole control of such defense, provided that the Indemnified Party is entitled to participate in its own defense at its sole expense. The Indemnifying Party shall not enter into any settlement or compromise of any such claim, suit, or proceeding without the Indemnified Party's prior written consent, except that the Indemnifying Party may without such consent enter into any settlement of a claim that resolves the claim without liability to the Indemnified Party and without impairment to any of the Indemnified Party's rights or requiring the Indemnified Party to make any admission of liability.

17. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by either party hereto without the prior written consent of the other party; provided, however, this Agreement may be assigned by eLumen to an Affiliate or any person or entity which succeeds to the interests of eLumen by reason of a merger, consolidation, or reorganization involving eLumen or a sale of all or substantially all of the assets or equity of eLumen. 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.

18. General. Each party acknowledges that any breach, threatened or actual, of this Agreement, including, without limitation, with respect to unauthorized use of proprietary assets, will cause irreparable injury to the other party, such injury would not be quantifiable in monetary damages, and the other party would not have an adequate remedy at law. Each party therefore agrees that the other party shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of this Agreement. Each party waives any requirement that the other party post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to enforce any provision of this Agreement. Any legal notice by a party under this Agreement shall be in writing and either personally delivered, delivered by email or reputable overnight courier (such as Federal Express) or certified mail, postage prepaid and return receipt requested, addressed to the other party at the address specified in the Order Form or such other address of which either party may from time to time notify the other in accordance with this Section 17. A copy of all notices to eLumen shall be sent to: eLumen, Inc., 1300 Godward St. NE Ste 3850, Minneapolis MN 55413, Attention: CEO and, if by email, to info@eLumenconnect.com. For purposes of service messages and notices about the Service, eLumen may place a banner notice or send an email to the current email address associated with an account and all mailto:info@eLumenconnect.com

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notices shall be in English and deemed effective upon receipt. If eLumen is unable to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of God, earthquakes, hacker attacks, actions or decrees of governmental bodies, changes in applicable laws, or communication or power failures, such obligations will be suspended so long as those circumstances persist. This Agreement shall be interpreted, governed, and construed by the laws of the State of Delaware without regard to principles of conflict of laws. eLumen is an independent contractor to Customer. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. The Parties agree that: (a) this Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof, and any prior representations, statements, and agreements relating thereto are superseded by the terms of this Agreement; and (b) Customer may use purchase orders or similar documents only as proof of acceptance of each Order Form and for convenience only, and all terms and conditions (preprinted or otherwise and regardless of how referenced) shall be void and of no effect. To the extent there is any conflict between the Order Form, these Master Terms and Conditions, or any Addendum related thereto, such conflict shall be resolved pursuant to the following order of precedence: (i) the Order Form, (ii) any applicable Addendum, and (iii) these Master Terms and Conditions. Any attempt by Customer to assign this Agreement, in whole or part, to any entity, without eLumen’s prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns, and this Agreement may be assigned by eLumen to an affiliate or any person or entity which succeeds to the interests of eLumen by reason of a merger, consolidation, or reorganization involving eLumen or a sale of all or substantially all of the assets or equity of eLumen. Any failure by either party to enforce the other party's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

Customer agrees to allow eLumen to use its name, logo, and non-competitive use details in both text and pictures in its various marketing communications and materials, in accordance with Customer’s trademark guidelines and policies. Any terms that by their nature survive termination or expiration of this Agreement will survive (including, but not limited to, Sections 4, 5, 6, 12, 13, 14, 15, 16, 17 and 18).

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IN WITNESS WHEREOF, the Parties have executed this Agreement, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.

Customer: University of Nebraska Kearney eLumen, Inc.

Signature:

Name: Name: Sean P. Casey

Title: Title: President & CEO

Date: Date: 03/31/26 | 17:01 CDT

Vice Chancellor for Business & Finance

Scott Benson

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Order Form No. 1

This Order No. 1 (this “Order”) is made as of April 1, 2026 (“Order Effective Date”) between University of

Nebraska Kearney (“Customer”) and eLumen, Inc. (“Service Provider”) pursuant to that Master Terms and

Conditions by and between SAMPLE and Service Provider (REV. 022024) attached hereto (the “Agreement”).

This Order is subject to all the terms of the Agreement, and the Agreement is incorporated herein by reference. All capitalized terms not defined in this Order have the meanings ascribed to them in the

Agreement.

The parties hereby agree as follows:

Section I – SERVICES PROVIDED

Hosted Services Module or Name:

eLumen Insights-- limited-use license of eLumen Insights that is embedded into Instructure’s Canvas Learning

Management System (“LMS”)

Other Services (e.g. training, implementation): See Schedule A

Section II – FEES AND PAYMENT TERMS

Fees: Service Provider shall charge Customer based on the following pricing:

eLumen Insights – Exhibit 1

Product

Year 1:

April 1, 2026

March 31, 2027

Year 2:

April 1, 2027

March 31, 2028

Year 3:

April 1, 2028

March 31, 2029 eLumen Insights Software License: University of Nebraska Kearney

$18,000 $18,900 $19,845

Insights Implementation $10,000

Total $28,000 $18,900 $19,845

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Initial Term: T h e Service Provider shall charge the Customer $66,745 for the period from April 1, 2026 to

March 31, 2029, as defined in Exhibit 1. Each of the three years will be billed annually.

Renewal Term: This Order Form will be automatically extended for one (1) additional three-year term (“Renewal Term”) unless Service Provider is notified, in writing, by Customer of their intent to terminate the Agreement at least ninety (90) days prior to the end of the Initial Term. The renewal term period will not exceed more than a 10% increase per year over the prior year.

Invoicing: Service Provider shall invoice Customer for Services in accordance with the Agreement and this Order.

Each invoice shall be in a form acceptable to Customer, and shall provide enough detailed information, including identification of charges that are not subject to taxation, to allow Customer to verify all fees and expenses and to satisfy Customer’s internal accounting requirements, if any.

Section III –SUBSCRIPTION TERM

Customer may access and use the Services beginning on this Order’s Effective Date during the Initial Term unless this Order has been terminated as provided below (the “Order Term”). Customer or Service Provider may terminate this Order by written notice:

• 90 days prior to the end of Initial Term

For clarity, at the end of the Initial Term, the term of this Order will automatically continue as a Renewal Term unless terminated as set forth above.

Section IV – SECURITY AND ACCESS. eLumen warrants that it shall implement reasonable administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the Customer Content (“Security Standards”). Customer acknowledges and agrees that (i) no computer, network, storage or other security is risk free or impenetrable, (ii) the Services should not be relied upon as the sole repository of Customer Content, (iii) Customer is responsible for maintaining back-up and

All invoices shall be sent to:

Name:

Address:

Phone:

Email: [ ]

10 REV. 022024 ELUMEN INC. – CONFIDENTIAL AND PROPRIETARY

archival copies of all Customer Content, (iv) other than in connection of eLumen’s breach of the Security

Standards, eLumen is not responsible for any unauthorized access to or the destruction of Customer Content and (v) the use of the Services will not be uninterrupted or error-free.

Customer represents and warrants throughout the Term and covenants that neither Customer nor any of its

Affiliates will, directly or indirectly, provide, authorize, facilitate, or request data from or about individuals located or residing outside of the United States to be sent to eLumen or uploaded to the Services.

All Permitted Usernames, passwords and information to access the Services (collectively, “Access Information”) are the responsibility of Customer. Customer shall prevent unauthorized access to the Services. Access

Information shall be requested by Customer only for Customer personnel with a legitimate business need to use and access the Services. If a Permitted User leaves the employ of Customer or is no longer otherwise authorized by Customer to use the Subscription Services, any previously issued Access Information will remain active and permit access to the Services until that access is changed by Customer. Customer is fully liable for any and all acts and omissions of its personnel and agents.

eLumen highly recommends that Customer implement terms of use and privacy policies on that portion of the

Services accessible by Candidates, as access to and use of such site shall be Customer’s responsibility. eLumen may offer forms of such agreements, however, eLumen is not providing legal advice and the use of such forms is solely at Customer’s risk.

Each of the Parties hereto has caused this Order to be executed by its duly authorized officer or representative as of the Order Effective Date.

Customer: University of Nebraska Kearney eLumen, Inc.

Name: Name: Sean P. Casey

Title: Title: President & CEO

Date: Date: 03/31/26 | 17:01 CDT

Vice Chancellor for Business & Finance

Scott Benson

11 REV. 022024 ELUMEN INC. – CONFIDENTIAL AND PROPRIETARY

SCHEDULE A: ELUMEN INSIGHTS IMPLEMENTATION STATEMENT OF WORK

eLumen Insights provides a dedicated Insights account team member to manage each implementation project.

The client project sponsor and leads will have direct contact information for their assigned Insights account team member. The Insights account team member will have set check-in meetings with the project leads and answer technical and administrative support emails and calls during normal business hours.

The client commits to providing an assigned assessment coordinator or similar resource that the Insights account team member can guide through the implementation process and whose post-launch responsibility will be to maintain the platform and to help support adoption and training on Insights for Canvas Outcomes by faculty and staff.

Technical Implementation

The Technical Implementation project includes an eLumen Insights production site.

eLumen Insights will provide:

• Production eLumen instance (where “Client” will be replaced with the URL label specified by the client that ensures uniqueness):

• Production: [Client].elumeninsights.com

• Technical documentation and configuration of Canvas for authentication.

The Client will provide:

• A single point of contact for configuration of authentication and Canvas integration.

• Personnel to determine a single organization configuration that supports implementation of eLumen

Insights initiatives.

Insights for Canvas Outcomes Implementation

The Insights for Canvas Outcomes Implementation includes the introduction to Student Learning Outcomes (SLO)s, curriculum mapping, assessment planning and data analytics on the production site configured to the Client’s preferences for outcomes assessment configuration.

eLumen will provide:

• Online training with our asynchronous Insights for Canvas Outcomes course modules.

• Support throughout your Implementation Journey:

o Planning and Discovery Meeting Define your goals using Insights and plan for the remaining implementation.

o Technical Setup, Configuration and Authentication Meeting Provide Production URL, connect Canvas data to Insights, and establish authentication using your Insights Configuration guide.

o Implementation Training

Training of eLumen Insights.

o Project Close & User Adoption

Wrap up the project, discuss additional resources and future eLumen Insights opportunities.

12 REV. 022024 ELUMEN INC. – CONFIDENTIAL AND PROPRIETARY

The Client will provide:

• A single point of contact for assessment implementation lead

• A spreadsheet for CSLO, PSLO, and ISLO in the designated format (for Learning Outcome upload)

• Current Assessment Plans and Curriculum Maps

• Sample rubrics and assessment methodology documentation

Authentication will be achieved through Single Sign-on (SSO) through LTI connection with Canvas.

Certificate Of Completion Envelope Id: C4FE7EC9-B319-4DF1-882A-F55DDA6CC297 Status: Completed

Subject: CW43517 - ncpd.pdf

Source Envelope:

Document Pages: 15 Signatures: 5 Envelope Originator:

Certificate Pages: 5 Initials: 0 Michael Hendrickson

AutoNav: Enabled

EnvelopeId Stamping: Disabled

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

1400 R Street

LINCOLN, NE 68588

michaelhendrickson@nebraska.edu

IP Address: 35.223.106.21

Record Tracking Status: Original

3/31/2026 4:32:57 PM

Holder: Michael Hendrickson michaelhendrickson@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Sean Casey jerry@elumen.info

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address:

2600:4040:550f:5b00:9fdb:b40a:3142:4a02

Sent: 3/31/2026 4:37:58 PM

Viewed: 3/31/2026 4:38:52 PM

Signed: 3/31/2026 5:01:26 PM

Electronic Record and Signature Disclosure:

Accepted: 3/31/2026 4:38:52 PM ID: d809a025-8fca-4496-8591-a7e60db81833

Scott Benson bensonsa1@unk.edu

Vice Chancellor for Business & Finance

University of Nebraska at Kearney

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 144.216.255.220

Sent: 3/31/2026 5:01:28 PM

Viewed: 3/31/2026 5:06:52 PM

Signed: 3/31/2026 5:08:02 PM

Electronic Record and Signature Disclosure:

Accepted: 7/28/2025 3:49:32 PM ID: 90b86ce6-80ee-4202-9888-841983dc187d

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Holly Peterson petersonha@unk.edu

Security Level: Email, Account Authentication (None)

Sent: 3/31/2026 4:37:57 PM

Viewed: 3/31/2026 4:39:19 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/31/2026 4:37:57 PM

Certified Delivered Security Checked 3/31/2026 5:06:52 PM

Signing Complete Security Checked 3/31/2026 5:08:02 PM

Completed Security Checked 3/31/2026 5:08:02 PM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

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

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

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

Getting paper copies

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

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

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

Withdrawing your consent

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

Consequences of changing your mind

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

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 5/16/2023 6:53:28 PM Parties agreed to: Sean Casey, Scott Benson

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

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

How to contact NU Contracts+Ariba:

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

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

To advise NU Contracts+Ariba of your new email address

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

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

To request paper copies from NU Contracts+Ariba

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

To withdraw your…