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 ImpactED Global, Inc. Contact Merritt Nelson

Sourcing Agent Sarah Johnosn Email merritt@impactedglobal.com

REQUESTING DEPARTMENT

Participating Campuses

UNOP

Administrative Unit/Dept.

Executive VP and Provost

Department Contact Dr. Jackson - djackson@nebraska.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

ImpactED will provide its proprietary math professional learning library for hosting on NU Advance, available at no cost to pre-service teacher education students at UNK, UNL, and UNO. ImpactED and NU will work together to provide the technical and operational support needed to integrate, launch, and maintain the program.

University cost $1,999 per year.

Contract Document Document Amt Total Amt Start Date End Date Notes

Master Agreement $3,998.00 $3,998.00 09/01/2026 08/31/2028

COMPETITION/BID INFORMATION

Bid Number NA

Competition Under 25K

Contract Information

Can be renewed for one (1) additional two (2) year term

INTERNAL USE ONLY

Title: Master Agreement - Expenditure

Revised: 241024

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), and four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature, and ImpactED Global, Inc. (“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, and products identified in the statement of work attached to this Agreement (“Statement of Work”) and any subsequent proposal or statement of work incorporated by reference into this Agreement (collectively, “Deliverables”). Supplier shall perform services under this Agreement to the satisfaction of University during the Term and with the standard of professional care and skill customarily provided in the performance of such service.

2. Payment. In full consideration for the Deliverables provided by Supplier under this Agreement, University shall pay or cause to be paid to Supplier a fee, pursuant to the Statement of Work and any subsequent proposal or statement of work incorporated by reference into this Agreement, within forty-five

(45) days after University’s receipt of an accurate invoice and all requested supporting documentation.

Along with its invoice, Supplier shall submit adequate receipts and documentation as requested by

University to support reimbursement of all previously agreed upon reimbursable expenses. Supplier shall comply with applicable policies and procedures, including those stated within the University of Nebraska

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

University interest for late payment in compliance with Neb. Rev. Stat. § 81-2404.

3. Expenses, Equipment, Tools, Materials, and Supplies. University shall not be liable to Supplier for any expenses paid or incurred by Supplier unless otherwise agreed to in writing by University. Supplier shall supply, at its sole expense, all equipment, tools, materials, or supplies to provide the Deliverables.

4. Taxes. University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates upon written request by Supplier. If Supplier is required to pay any taxes from which University is exempt as a result of doing business with University, it shall be solely responsible for the payment of those taxes.

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

6. Term. The initial term of this Agreement shall begin on the Effective Date and terminate two (2) years after the Effective Date (“Initial Term”). This Agreement may be renewed for one (1) additional two

(2) year term(s) 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 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: 241024

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. 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 promptly return to University any property provided by University to Supplier under this Agreement;

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

9. 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

Revised: 241024 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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

$2,000,000.00 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

Revised: 241024 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

Revised: 241024

21. 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.

22. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the Term, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and

Ineligible Contractors, this Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate this Agreement immediately for cause.

23. 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.

24. 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 individual portions of any such record that may otherwise be required to be open to public inspection and copying and (b) to indicate the specific legal basis for each such requested redaction. Each redaction request must identify, with particularity, each discrete item of information within a record for which redaction is sought and the specific legal basis for redacting each such item. University will not accept (i) requested redactions to all or substantially all information in a record, (ii) a legend or statement indicating that all, or substantially all, information in a record should be redacted, or (iii) any redaction request that fails to identify with particularity each item of information for which redaction is sought and the legal basis for redacting each such item. 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.

25. 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).

https://statecontracts.nebraska.gov/

Revised: 241024

26. Federal Funding Compliance. To the extent Executive Order 14173 of January 21, 2025, applies to this Agreement, (a) Supplier’s compliance in all respects with all applicable federal anti-discrimination laws is material to Supplier’s performance under this Agreement; (b) Supplier certifies that it does not operate any programs that violate such laws; and (c) Supplier’s failure to comply with such laws shall be considered a material breach of this Agreement. To the extent Executive Order 14398 of March 26, 2026, applies to this Agreement, the clause in section 3 of Executive Order 14398 is incorporated herein by this reference and applies to Supplier as a “contractor” or “subcontractor.”

If this Agreement is for $15,000 or more and involves federal funds, then Supplier shall comply with 41 CFR

§§ 60-300.5(a) and 60-741.5(a), which are incorporated herein by this reference. If Supplier has fifty (50) or more employees and this Agreement involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐741, subpart C. If Supplier has fifty (50) or more employees and this Agreement involves payment of $150,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐300, subpart C.

To the extent any of the provisions of Appendix II to 2 CFR Part 200 apply to this Agreement, such provisions are incorporated herein by this reference and apply to Supplier as a “contractor,” “recipient,” or

“subrecipient.”

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

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

28. No Personal Liability. In no event shall any regent, official, officer, employee, agent, or student of

University be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Agreement, express or implied.

29. Compliance. Supplier and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable

University policies.

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

(including without limitation any solicitation, purchase order, addendum, exhibit, appendix, bid, proposal, quotation, or statement of work) (“Ancillary Document”) constitutes part of this Agreement if: (a) attached to this Agreement at execution thereof or (b) signed by an authorized signatory from each party at or subsequent to execution of this Agreement.

Notwithstanding any provision to the contrary in any of the following documents, precedence is established by the order of the following documents: (1) duly executed amendments to this Agreement (to the extent not superseded by a subsequent amendment); (2) this Agreement and any Ancillary Document originating with University and incorporated by reference into this Agreement; and (3) any Ancillary Document not originating with University and incorporated by reference into this Agreement. In the event of conflicting or inconsistent provisions between any of the foregoing documents, a document identified with a lower numerical value in this section shall supersede a document identified with a higher numerical value in this section to the extent necessary to resolve any such conflict or inconsistency. In the event an issue is addressed in one of the foregoing documents but is not addressed in another of such documents, no conflict or inconsistency shall be deemed to occur. Where terms and conditions specified in Supplier’s bid, proposal, or quotation differ from the terms and conditions in University’s solicitation, the terms and conditions in the solicitation shall apply. Where terms and conditions specified in Supplier’s bid, proposal, or quotation supplement the terms and conditions in University’s solicitation, the supplemental terms and conditions shall apply only if specifically accepted by University in writing.

Revised: 241024

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

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

33. Waiver. A waiver of any term or provision of this Agreement by University shall not be deemed to be a waiver of such provision on any subsequent breach of the same or any other provision contained in this Agreement. Any such waiver must be in writing to be effective, and no such waiver or waivers shall serve to establish a course of performance between the parties contradictory to the terms hereof.

34. Notices. Any notice required or permitted to be given under this Agreement shall be in writing, sent via certified mail or hand delivery, effective when received, and delivered to the addresses provided on the signature page of this Agreement.

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

36. Subcontractors. Supplier shall not subcontract all or substantially all of any facet of the services provided under this Agreement without the prior written approval of University. Supplier shall be fully responsible for the acts and omissions of its subcontractors and of the persons directly or indirectly employed by them. Every subcontractor shall be bound by the terms of this Agreement; provided, however, that no contractual relationship shall exist between any subcontractor and University, unless evidenced in a separate contract independent of this Agreement with Supplier.

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

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

38. Delivery. All shipments are to be made F.O.B. destination, freight prepaid, according to the delivery information provided in the applicable purchase order. Supplier shall make no partial deliveries under this Agreement without University’s consent unless otherwise indicated in the applicable purchase order.

University may, but shall not be obligated to, inspect Supplier’s performance under this Agreement from time to time. University’s inspection, or lack of inspection, will not constitute an acceptance of any Deliverable or a waiver of any right or warranty or preclude University from rejecting any defective Deliverable. Supplier will coordinate lead times and delivery dates with University. Time is of the essence with respect to delivery of goods and performance of services.

39. Foreign Adversary Certifications. In this section, the terms defined in Neb. Rev. Stat. § 73-903 shall have the meanings defined therein, and the term “foreign adversarial source” shall have the meaning defined in Neb. Rev. Stat. § 85-906. Supplier certifies it is not a foreign adversarial source. If this Agreement

Revised: 241024 is for a technology-related product or service and no exception set forth in Neb. Rev. Stat. § 73-906(2) applies, Supplier certifies that it is not a scrutinized company, it will not subcontract with any scrutinized company for any aspect of performance of this Agreement, and any products or services provided under this Agreement do not originate with a scrutinized company. The certifications set forth in this section shall be ongoing certifications during the Term and Supplier shall immediately notify University of any change in the status of the certifications set forth in this section. If University determines, in its sole discretion, that any certification set forth in this section is false, this Agreement may be terminated immediately, for cause, by University.

[Signature page to follow]

Revised: 241024

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

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Supplier

Signature:

Printed Name:

Date:

Title:

Notices to University shall be sent to:

University of Nebraska Attn: Provost 3835 Holdrege Street, Varner Hall Lincoln, NE 68583

Notices to Supplier shall be sent to:

Merritt Nelson 534 24th Road Oakland, NE 68045 merritt@impactedglobal.com

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645

With copy to (optional):

4911-0251-8131, v. 2

09/01/26 | 07:51 PDT

CEO

Merritt Nelson

09/01/26 | 10:54 CDT

Sr. Assoc. VP - COO

Jon Watts

University of Nebraska IP Warranty Addendum

This University of Nebraska IP Warranty Addendum (the “Addendum”) to the University of Nebraska Master Agreement – Expenditure dated concurrently with this Addendum (the “Agreement”) is effective as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature, and ImpactED Global, Inc. (“Supplier”).

RECITALS

A. The Agreement grants University ownership of or a license or subscription to use or access software, content, or other intellectual property or information and communication technology or product(s) (“IP”) used to provide services under the Agreement.

B. Notwithstanding any warranty disclaimer, limitation, restriction, or exclusion set forth in the Agreement, University and Supplier desire to supplement the Agreement as set forth in this Addendum to provide the warranties stated in this Addendum.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement and herein and the above recitals, which are incorporated herein by this reference, the parties agree as follows:

1. Incorporation and Priority of Terms. The Agreement is amended as stated herein and this Addendum is incorporated into the Agreement by this reference. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.

2. General. Supplier represents and warrants that (a) it has the legal power and authority to enter into the Agreement and perform its obligations hereunder; and (b) the performance of its obligations under the Agreement will not cause a breach of any agreements with any third parties.

3. Function. If applicable, Supplier represents and warrants that the IP shall function in accordance with all requirements that relate to the functional, operational, technical, and/or performance specifications and capabilities of the IP (the “Documentation”) and produce results in accordance with the Documentation.

In the case of breach of this warranty, Supplier shall use its best efforts to correct or replace that portion of the IP that fails to conform to such warranty and, if Supplier is unable to correct any breach by the date which is sixty (60) days after University provides notice of such breach, University may, in its sole discretion, either extend the time for Supplier to cure the breach or terminate the Agreement and receive a prorated refund of all amounts paid to Supplier under the Agreement.

4. Documentation. If applicable, Supplier represents and warrants that the Documentation will include complete, accurate, and current descriptions of the IP functionality, features, terminology, and operation and include formats, tables, and dictionaries for data and files necessary for the IP operation.

Supplier will provide the Documentation to University upon request.

5. Disabling Code. If applicable, Supplier represents, warrants and agrees that the IP does not contain and will not receive from Supplier any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design, including surveillance software or routines which may, or is designed to, permit access by any person, or on its own, to erase, or otherwise harm or modify the IP or any University system or data (collectively, a "Disabling Code"). In the event a Disabling Code is identified, Supplier shall take all steps necessary, at no additional cost to University, to: (a) restore and/or reconstruct any and all data lost by University as a result of a Disabling Code; (b) furnish to University a new copy of the IP without the presence of any Disabling Code; and (c) install and implement the new copy of the IP at no additional cost to University.

6. Intellectual Property. Supplier represents, warrants and agrees that: (a) Supplier has all intellectual property rights necessary to provide the IP to University in accordance with the terms of the

Agreement; (b) Supplier is the sole owner or is a valid licensee of the IP and has secured all necessary licenses, consents, and authorizations with respect to the use of the IP; (c) the IP and, if applicable, Documentation do not and will not infringe upon any patent, copyright, trademark, or other proprietary right or violate any trade secret or other contractual right of any third party; and (d) there is currently no actual or threatened claim against Supplier by any third party based on alleged violation of these representations and warranties. In the case of breach of these warranties, Supplier, at its own expense, shall promptly: (i) secure for University the right to continue using the IP; (ii) replace or modify the IP to make it non-infringing, provided such modification or replacement does not materially degrade any functionality provided in the

Agreement or Documentation; or (iii) if such remedies are not commercially practical in Supplier’s reasonable opinion, refund to University a prorated share of any prepaid fees. If Supplier exercises its rights pursuant to subsection 6(iii), University shall promptly cease all use of the IP.

7. Third Party. Supplier assigns to University all of its rights pursuant to warranties provided by third party vendor(s), as applicable, and authorizes University to enforce in Supplier’s name, but at University's expense, all warranties, agreements, or representations, if any, which may have been made by third party vendor(s) to Supplier. Supplier shall assist University in making any warranty claims against third party vendor(s).

8. Professional Services. Supplier represents and warrants that it will perform professional services provided under the Agreement in a professional and workmanlike manner. In case of breach of this warranty, Supplier, at its own expense, shall promptly re-perform the professional services in question.

9. Accessibility. University affords equal opportunity to individuals in its employment, services, programs, and activities in accordance with federal and state laws, including Sections 504 and 508 of the

Rehabilitation Act of 1973 and the Americans with Disabilities Act.

Supplier acknowledges and warrants that the IP shall at all times during the term of the Agreement conform to the W3C Web Content Accessibility Guidelines, version 2.1 (“WCAG 2.1”) at conformance level A and

AA. If the IP does not fully conform to WCAG 2.1, A and AA, Supplier shall, prior to execution of the

Agreement, advise University in writing of the nonconformance. Upon execution of the Agreement, Supplier will provide University a mutually agreed upon vendor accessibility remediation plan (“VARP”) including a timeline under which Supplier shall achieve conformance.

If during the term of the Agreement, Supplier fails to maintain compliance with WCAG 2.1A and AA or

University otherwise identifies an issue related to accessibility of the IP that renders the IP inaccessible to individuals with disabilities in any manner, University shall send Supplier a Notice of Non-Compliance.

Supplier agrees to meet with University within thirty (30) days from the date of receipt of the Notice of Non-

Compliance to develop a mutually agreed upon VARP including a timeline under which Supplier shall achieve conformance.

Should Supplier (a) fail to develop a mutually agreed upon VARP; (b) fail to achieve conformance as described in the VARP; (c) fail to acknowledge receipt of University’s Notice of Non-Compliance; or (d) fail to meet with University upon receipt of the Notice of Non-Compliance, University in its sole discretion may consider these failures to be a material breach of the Agreement, and grounds for immediate termination of the Agreement. In the event University elects to terminate the Agreement it shall be entitled to a pro-rated refund of fees paid by University for the remainder of the term of the Agreement.

[Signature page to follow]

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

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Supplier

Signature:

Printed Name:

Merritt Nelson

09/01/26 | 07:51 PDT

CEOSr. Assoc. VP - COO

09/01/26 | 10:54 CDT

ImpactED Global, Inc.

534 24th Road

Oakland, NE 68045 impactedglobal.com | merritt@impactedglobal.com

University of Nebraska System

NU Advance

3835 Holdrege Street, Varner Hall

Lincoln, NE 68583 | nebraska.edu

PROFESSIONAL LEARNING PROGRAM STATEMENT OF WORK

This Statement of Work (“Statement of Work”) is attached to and incorporated by reference into the

University of Nebraska Master Agreement – Expenditure (the “Agreement”) by and between the Board of Regents of the University of Nebraska (“NU”), with offices at 3835 Holdrege Street, Lincoln, NE

68583, and ImpactED Global, Inc. (“ImpactED”), with offices at 534 24th Road, Oakland, NE 68045.

1. Definitions

Unless the context clearly requires otherwise, the definitions set forth in the Agreement shall apply to terms used in this Statement of Work. The following terms shall have the following meanings, whether capitalized or not, unless the context requires otherwise:

1.1. Anonymize” means removal of Personal Information and any information reasonably likely to identify a company or other business entity; provided such revised data does not include and is not subject to any key.

1.2. “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, could reasonably be used to infer information about, or could reasonably be linked, directly or indirectly, with an individual person or household.

2. Term

This Statement of Work is effective as of the Effective Date of the Agreement and expires upon termination or expiration of the Agreement.

3. Scope

3.1. Program and Launch. ImpactED shall provide NU ImpactED’s proprietary math professional learning library (the “Program”) for NU to list and present at https://advance.nebraska.edu/

(“NU Advance”). NU will provide free access to the Program on NU Advance to all NU pre-service students enrolled in any teacher education program at the University of Nebraska at

Kearney, University of Nebraska-Lincoln, or University of Nebraska at Omaha. ImpactED and

NU will work collaboratively and jointly to provide technical and operational support necessary to launch (the “Launch”) and maintain the Program on NU Advance. Prior to the

Launch, the Parties will conduct a 30-day technology assessment period as described below, following which the Launch shall be implemented within a 60-day window in accordance with the Launch plan set forth in Exhibit A.

3.2. Technology Assessment Period. Prior to the commencement of the 60-day Launch window, the Parties will conduct a 30-day technology assessment period (the “Technology Assessment

Period”) during which they will evaluate whether ImpactED’s systems are compatible with NU

Advance and whether integration and Launch of the Program are technically and operationally feasible. The 60-day Launch window shall not commence until the conclusion of the Technology Assessment Period. Notwithstanding anything to the contrary in this

Statement of Work or the Agreement, NU may terminate the Agreement at any time during the

Technology Assessment Period upon written notice to ImpactED, without cost, liability, or penalty, if NU determines in its reasonable discretion that integration with ImpactED’s systems is unduly difficult, expensive, or time-consuming, or is otherwise not feasible. Upon such termination, neither party shall have any further obligation to the other under the

Agreement.

4. Placement, Access & Support

4.1. Placement. NU will create a Program page on NU Advance with NU-approved content (title, description, outcomes, audience, access path, branding).

4.2. Access Method. ImpactED will enable access via secure URL, SSO/SAML or code-based enrollment, or other mutually agreed method.

4.3. Service Levels (Launch Window). During the 60-day Launch window, ImpactED shall:

4.3.1. provide a named contact for technical issues (M–F, 8–5 CT; response within 1 business day);

4.3.2. supply embed/link assets and test credentials within 5 business days of request;

4.3.3. support one end-to-end user journey test before go-live; and

4.3.4. resolve critical access issues within 2 business days (workarounds permitted).

4.3.5.

4.4. Content Updates. ImpactED will keep the Program content current and promptly notify NU of material changes affecting descriptions, learning outcomes, or access flows.

5. Fees & Consideration

5.1. Placement & Launch (No Cost): placement and launch support remain at no cost to NU (only pre-service teachers will have accessibility rights).

5.2. Annual Associated Costs (Nominal Cost-Recovery): ImpactED will invoice NU for annual costs associated with access, maintenance, administration, security updates, program updates, insurance, analytics/reporting, help desk response, and Tier 1 and Tier 2 IT support, not to exceed $1,999 per year (the “Fee”). ImpactED will donate 500 licenses annually, valued at $250,000 ($500/license), and all associated costs pertaining to on-going access, maintenance, support, and IT help above the Fee.

6. Data, Privacy & Security

6.1. No Student Information. ImpactED shall not process any Personal Information or education records of NU students without executing a University of Nebraska Data Security Addendum to the Agreement.

6.2. Usage/Analytics. ImpactED may receive aggregated, Anonymized usage analytics to improve the Program, and NU may request aggregated information reports for internal planning.

ImpactED shall (i) implement technical safeguards that prohibit reversal of Anonymization of such data; (ii) implement business processes that specifically prohibit such reversal or recreation; (iii) make no attempt to achieve such reversal; and (iv) implement reasonable business processes to prevent inadvertent release of Anonymized data.

6.3. Security. Each party will use industry-standard administrative, technical, and physical safeguards appropriate to the nature of the data received under this Statement of Work and reasonably designed (a) to protect the security and confidentiality of such data; (b) to protect against anticipated threats or hazards to the security or integrity of such data; and (c) to protect against unauthorized access to and acquisition, destruction, use, modification, or disclosure of such data.

7. Intellectual Property

7.1. Ownership. ImpactED retains all rights in and to the Program, content, software, code, and materials. NU retains all rights in and to NU Advance and NU names, trademarks, logos, service marks, copyrighted information, and other indicia designated by University as a source identifier,…