DOC2245817872.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

Kasey Linde klinde2@unl.edu

Six Deg, Inc. DBA Yellowdig $45,240

X

Yellowdig is a unique educational product that has features for our faculty and students that we have not seen or been able to replicate with other tools.

PR234689

05/26/26 | 17:19 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 YELLOWDIG SIX DEG INC Contact Fausto Falcon – fausto@yellowdig.com

Sourcing Agent Mike Hendrickson Email

REQUESTING DEPARTMENT

Participating Campuses

UNL

Kasey Linde klinde2@unl.edu Administrative

Unit/Dept.

Department Contact

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Standard SLA access

Contract Document Document Amt Total Amt Start Date End Date Notes

CW44503 Amd 1 45240 50490 09/01/2026 08/31/2029

CW44503 5,250 5,250

COMPETITION/BID INFORMATION

Bid Number N/A Competition NCPD Approved Contract Information

N/A

INTERNAL USE ONLY

CW44503

YELLOWDIG

CUSTOMER ORDER FORM

Order Form Master Services Agreement

September 12th, 2019 by and between The Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska-

This Order Form is subject to, shall be governed by the terms of, and is hereby incorporated into such Master Services Agreement.

Customer Name: University of Nebraska, Lincoln, Teaching and Learning Center - College of Business

Contact Name: Kasey Linde

Phone: +1 402-472-2310

Address: 730 N 14th Street, Lincoln, NE 68588

E-Mail: klinde2@unl.edu

Early Product Access Date (if applicable):

N/A

Initial Term: January 1st, 2026 - December 31st, 2026

Renewal Term: 3-Year Renewal Terms

Master Services Agreement to the Company no later than 31st January, 2026.

Services

Category Frequency Customer Election

Yellowdig Solutions Included - Yellowdig ENGAGE

Number of Seats Included (Student License per Community)

Annual

1000 Seat Licenses for initial term Courseware User Licensing Model See Below

Product Access & Standard SLA (Licensing Tech Fee)

$9,360 per Year for initial term only

See Service Definitions Below.

Client Success

INCLUDED

See Service Definitions Below.

Integration & Data Maintenance and Support

Annual

$5,000 INCLUDED

Additional Technology & Success Services

One-Time Fees

Available but NOT Included - See Exhibit A

Invoice Schedule

Invoice Date Payment Terms

Invoice Amount

Year 1: 1st January, 2026 - 31st December, 2026

Invoice Date: 1st January, 2026

Net 30 Days $9,360

Year 2: 1st January, 2027 - 31st December, 2027

Invoice Date: 1st January, 2027

Net 30 Days $17,160

Year 3: 1st January, 2028 - 31st December, 2028

Invoice Date: 1st January, 2028

Net 30 Days $18,720

Payment Options Available: ACH / Wire Transfer, Check, Credit Card (with 2.9% credit card processing fee)

Tax: US Sales Tax of 8% will be added on any order form unless Customer confirms tax exempt status

All Checks should be mailed to:

Six Deg, Inc. DBA Yellowdig PO Box 524 Lafayette Hill, PA 19444 US

Please contact accounting@yellowdig.com with any questions regarding payment remittance or tax forms

License & Service Definitions

Yellowdig Solutions

Yellowdig provides its customers access to the solutions and services below, some of which will be

Services beyond the scope outlined below, Yellowdig and the Customer must first execute a new Order Form with respect to the new scope of work.

Yellowdig Connect: Use Cases for Early Lifecycle Implementation

Help your learners meet one another and create a sense of community and belonging from the moment they express interest.

Available but NOT included

Orientation Communities

Yellowdig Engage: Yellowdig for Course Use Cases

Transform your learners from mere consumers of information to explorers of knowledge on each course topic as a community of inquiry.

INCLUDED

Potential Use Cases: Course Communities; Faculty Communities

Yellowdig Succeed: Yellowdig for Student Success Use Cases

Connect your learners to people and resources outside of courses that will ensure their program success & prepare them for the right career opportunities.

Available but NOT included

Potential Use Cases: Program/Department/School Wide Communities; Clubs and Student Organizations; Career Readiness; Student Mentorship;

Alumni/Lifelong Learning; Advising.

Seat Licensing

Unit Cost: $15.60 per Seat (Student License) per contract term, which constitutes a 20% discount on current pricing ($19.50).

Additional Courseware User Licenses: The Customer may, at any time and subject to an amendment to this Order Form, purchase a block of additional Courseware Seats, provided that unused Seats shall be forfeited at the end of the then-current contract year.

The Customer may exceed the number of seats purchased for a single term, in up to 10% additional seats, without incurring in overages.

If the Customer exceeds a given term s Seat allotment + the 10% additional seat allotment at no cost, Yellowdig shall charge the Customer $14.04 per additional seat.

NOTE: Under the Courseware model, student licenses are counted based on the number of communities they join. For example, if one student joins one community, it would count as one license. If the same student joins two communities, it would count as two licenses. Pricing is determined by the total number of licenses, not the number of unique students.

Pricing Chart:

* For Year 1, the CoB TLC Dept will pay for 600 seats only.

Service Definitions

The following Yellowdig Services will be included:

1. Product Access and Standard SLA

User Account Creation and Product Access, as defined per the User Licensing section above Student, community owner, and administrator support via in-app support ticketing process and email Access to Yellowdig Engage Status Page (https://status.yellowdig.co) with ability to subscribe to updates Yellowdig Standard Service Level Agreement (SLA) - See Master Services Agreement

2. Client Success

Assistance with the design and implementation of Yellowdig solutions

Assigned Yellowdig Client Success Manager for consistent service relationship.

Check- Quarterly check-ins to define and measure institutional KPIs, discuss student needs, define, and create unique incentives, etc.

Pre-launch testing and brainstorming between Yellowdig and designers before new course designs or new lifecycle use cases go-live.

Value Reports to show platform behaviors and demonstrate value (1 per year).

3. Integration & Data Maintenance and Support

1 Standard LTI- Faculty & LMS integration support, coordinated through project manager in IT/AT Access to Yellowdig engagement data via direct download or APIs Training on use of Yellowdig API & Yellowdig in-App dashboards and data downloads

Beyond standard LTI-based integration within Customer LMS System, Yellowdig must charge additional technology fees for additional implementation and maintenance work. An example would be integrations to support the creation of student groups for a variety of curricular and co-curricular communities that currently exist within another platform (Student Portals, Alumni Portals, Web-based Integrations, CRM, etc). Each additional LTI or SSO integration costs $5,000 per year to maintain. Yellowdig can also offer custom integrations at cost billed at $350 per development hour.

4. Premium Features

At times, Yellowdig releases various Premium features that require a separate scope of work with the Customer to support and ensure access.

Recently released premium features:

AI Conversations Insights: Designed to help Community Owners and Facilitators gain insights into conversations and maintain positive, safe environments. In its first iteration, this AI-driven feature identifies content that may not align with community guidelines, offering helpful information for moderation. It leverages a trained AI model to assess the likelihood of harmful or inappropriate content based on specific words and their context within a sentence. These AI-driven insights offer a proactive approach to content moderation, helping to maintain safe, positive, and inclusive communities.

AI Community Recap: Offers community owners and facilitators an easy and convenient way to stay level overview of conversation topics, community dynamics, and engagement trends over a selected period giving them more time and insights to connect with their students meaningfully.

Weekly Summary Notifications As part of the Community Recap feature, a weekly summary is automatically generated and sent every week, highlighting community activity from the past 7 days. The summary is delivered via email, in-app notifications, and mobile push notifications.

Suggested Actions Explore three categories of tailored recommendations displayed in an easy-to-navigate carousel.

Interactive Interface: Complete actions to boost posts to the top of your community feed, track progress with checkmarks, and refresh for new suggestions.

Yellowdig Mobile App: Take your communities with you wherever you go with an app experience that brings all the best of Yellowdig to your fingertips. Available for Android and iOS.

5. One-Time Implementation & Onboarding

-Organizations Branding: Basic Branding 1 logo per Yellowdig Network Access to Yellowdig Certification Courses & User Support Community Administrator Onboarding: 1 institutional webinar/ Q&A Session per year Faculty Onboarding: 3 institutional webinar/Q&A Session per year

6. Additional Technology & Success Services (Available, but NOT Included)

Beyond the one-time and ongoing services established within the scope of work in this Order Form, Yellowdig also offers additional Managed Services that can be added at any point during the Initial Term

Exhibit A. Yellowdig Managed Technology & Success Services.

Customer Responsibilities

Customer agrees to implement Yellowdig best practices and promote Yellowdig certification courses and academy. Failure to do so may result in weaker results and a lower return on investment.

Customer and Yellowdig will meet quarterly during the Initial Term to review deliverables and outcomes.

Customer agrees to schedule a quarterly meeting to serve as a business partnership review.

Success Team.

September, 2028 to begin discussions about future renewal terms, Order Forms and scopes of work.

All Services and Fees elected within this Order Form are defined on the basis of using the Yellowdig Platform for the following use case(s): Yellowdig ENGAGE for in-course student community use.

Should Customer wish to expand its use of the Platform to new or additional Yellowdig Solutions or use cases, Yellowdig and the Customer must first execute a new Order Form with respect to the new scope of work.

Six Deg Inc. Customer The Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska-Lincoln

By: By:

Name: Name:

Title: Title:

Date: Date:

Customer Billing Information:

Billing Contact Name:

/BN/

Billing Contact Email Address:

/BE/

Billing Contact Phone Number:

/BP/

Shaunak Roy

06/02/26 | 17:38 CDT

President & CEO

Jon Watts

Sr. Assoc. VP - COO

06/03/26 | 10:10 CDT

Exhibit A: Yellowdig Technology & Success Services

Yellowdig also offers a variety of additional optional Technology & Success Services to ensure that we are meeting the expectations of our customers and maximizing their value.

The below table summarizes cost structures for each Managed Service:

Managed Service Additional Annual Cost Hourly Rate (For One-Time Services)

1. Learning Design - $250 per Hour

2. Community Facilitation $3,000 Per Community Per Year

$250 per Hour

3. Custom Development Work - $350 per Development Hour

4. Data Consultation - $250 per Hour

5. Implementation & Change Management

- $250 per Hour

6. Advanced Integrations $5,000 per Year $350 per Development Hour

7. 3rd Party Learning Tools Integration $5,000 per Year per Tool $350 per Development Hour

Descriptions of each Managed Service can be found below:

1. Learning Design Services: For customers interested in course and community design to take full advantage of their Yellowdig license and ramp more quickly, Yellowdig offers Learning Design Services, including but not limited to: In-Person & Virtual Design Consultation, Yellowdig Community Design Consultation, Full Course Re-Design Consultation

2. Community Facilitation Services: For customers who require more community facilitation beyond the bandwidth of their faculty, student support staff and TAs, Yellowdig offers Community Facilitation services. Yellowdig Community Facilitators are trained Yellowdig power users, who will also undergo

3. Custom Development Work: For custom product development and configuration requests outside of select customers the ability to request custom configuration requests after executing a mutually agreed upon Statement of Work.

4. Data Consultation Services: For customers interested in doing deeper analyses with their Yellowdig data who do not have data scientists / teams to support this internally, Yellowdig offers data consultation services including but not limited to: Data Cleansing / Database Matching, Assistance with Qualitative

Capabilities, and Access to a Dedicated Data Scientist.

5. Implementation & Change Management Services: When customers require additional change management and communication plans as we scale, Yellowdig offers robust and intensive programming to drive change and innovation. Change management services may include the following: implementation of a change management methodology, sponsor and leader assessment and coaching, adoption assessment and listening sessions.

6. Advanced Integration Services: Should a customer require a specialized integration for a particular customer-side system, Yellowdig offers advanced integration services at an annual fee for integration, on-going support and maintenance of the specialized integration. For one-time integrations, such work will be billed at cost, per development hour. Examples of specialized integrations include but are not limited to:

CRM Integration, SIS integration, data lake integration, and integrations using web-hooks.

7. 3rd Party Learning Tools Integration: Upon a customer's request, Yellowdig may also build and support integrations with other 3rd Party Learning Tools. Each integration will be treated as its own scope of work, and will be delivered after first signing a separate Statement of Work. Examples of 3rd Party Learning Tools integration include, but are not limited to: Plagiarism Detection platforms, Video platforms, and Content Creation/Collaboration platforms

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

YELLOWDIG

Contact Fausto Falcon -fausto@yellowdig.com

Sourcing Agent Mike Hendrickson Email

REQUESTING DEPARTMENT

Participating Campuses

Raquel O'Grady rogrady3@unl.edu

Administrative Unit/Dept.

Department Contact

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

130 FTE Learners in UNL’s Master of Engineering Management program. Software for COE MEM program.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW44503 $5,250 USD $5,250 USD 09/01/2026 08/31/2029

COMPETITION/BID INFORMATION

Bid Number N/A Competition Under 25k Contract Information

Discount provided.

INTERNAL USE ONLY

CW44503

Title: Master Agreement - Expenditure Revised: 160425

University of Nebraska Master Agreement - Expenditure

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

YELLOWDIG SIX DEG INC

https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf

Revised: 160425

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

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

7. Confidentiality.

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

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

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

c. Return or Destruction. Upon termination of this Agreement or request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information including materials containing such Confidential Information. Notwithstanding the foregoing and except for data subject to the terms of a Business Associate Agreement or Data Security Addendum to this Agreement, the Receiving Party (i) may retain one (1) archival copy of the Confidential Information for legal, regulatory, or compliance purposes; (ii) shall not be required to return or destroy any computer files created during automatic system backups that are subsequently stored securely and to which its Representatives do not have routine or unrestricted access; and (iii) shall continue to be bound by the non-use and confidentiality obligations of this Agreement in relation to any Confidential Information retained pursuant to this subsection for as long as it is retained.

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

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

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

8. Property Rights. 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

Revised: 160425 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 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, require Supplier to correct at Supplier’s sole expense any defect or nonconformance by repair or replacement or return any defective or nonconforming goods to Supplier at Supplier’s expense and recover from Supplier the purchase price or, in the case of services, require re-performance of the services or terminate this Agreement and receive a full refund. Supplier shall hold University harmless from any loss, damage, or expense, including court costs and reasonable attorneys’ fees, that University may suffer as a result of a breach or alleged breach of the foregoing warranties. The foregoing remedies are in addition to all other remedies University may have at law or in equity.

Revised: 160425

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

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

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

14. General Indemnity. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless University, its regents, officers, employees, agents, and students (the “Indemnified Parties”), for any loss, claim, damage, expense, or liability of any kind, including reasonable attorneys’ fees and costs, arising out of or in connection with the acts or omissions of Supplier and its officers, employees, agents, and subcontractors under this Agreement.

15. 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.

16. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than $1,000,000.00 per occurrence, and $3,000,000.00 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 $10,000,000.00 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.

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

Revised: 160425

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

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

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

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

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

23. Work Status Verification. Supplier and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114.

24. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs

Revised: 160425 pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the Term, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, this Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate this Agreement immediately for cause.

25. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier (a) to notify University of any requested redactions to this Agreement, any amendment to this Agreement, and any document incorporated by reference into this Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Supplier shall defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

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

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

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

In the event University determines that Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with University’s direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Supplier or the employee, agent, contractor, or other person affiliated with Supplier from providing the Deliverables. Supplier’s failure to comply with https://statecontracts.nebraska.gov/

Revised: 160425

University’s directive or any other part of this provision may be cause for immediate termination of this Agreement.