TYLER PFLUGHAUPT.pdf

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Nebraska Athletics

Services Agreement

This Services Agreement ("Agreement") is made and entered into on December 3rd, 2025 (“Effective Date”), by and among the Board of Regents of the University of Nebraska, a public body corporate and governing body of the University of Nebraska (“University”), on behalf of the University of Nebraska-Lincoln, Department of Intercollegiate Athletics (“Nebraska

Athletics”), and Tyler Pflughaupt, an individual (“Provider”).

RECITALS

WHEREAS, Provider provides certified massage therapy services;

WHEREAS, the University seeks to have Provider provide massage therapy to Nebraska

Athletics and Provider desires to provide such services.

NOW THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows:

1.0 SERVICES

1.1 Professional Services. Provider will provide the professional services identified in

Exhibit A (“Services”) on a mutually agreed upon basis during the Term and any subsequent

Renewal Terms.

1.2 Qualifications. Provider shall at all times during the course of this Agreement maintain the following qualifications: hold a current Massage Therapy license in the State of

Nebraska and maintain certifications required by applicable accreditation or licensure bodies to provide the Services described herein. Provider shall provide the Services in strict accordance with approved standards of the Provider’s profession and comply with all applicable provisions of this

Agreement.

1.3 Standards of Practice. Provider shall comply with the University’s bylaws, rules, and compliance program. Prior to requesting Services, the University will provide Provider with copies of, or access to, all such documents. The parties agree that they shall make a good faith effort to work cooperatively with each other to assure the Services are coordinated and provided in a timely and professional manner.

1.4 Insurance. Provider shall maintain and provide evidence of the below insurance coverages. Upon request, Provider shall furnish satisfactory proof of such insurance reflecting such coverage.

a) Professional liability insurance coverage in the amount of $500,000 per occurrence and $1,000,000 in the annual aggregate and umbrella coverage extending such professional liability to an annual aggregate of not less than

$2,250,000;

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b) General liability insurance coverage in the minimum amount of $1,000,000 per occurrence and $3,000,000 in the annual aggregate for claims of bodily injury, death, or property damage caused by negligent acts, errors or omissions relating to the performance of services under this Agreement; and

c) Automobile liability insurance coverage in the minimum amount of $1,000,000 per occurrence and $3,000,000 in the annual aggregate; and

d) Workers’ compensation insurance coverage meeting State of Nebraska statutory requirements.

1.5 Indemnification.

a) Provider shall indemnify, defend and hold harmless the University and its respective Board of Regents, employees, and agents from all claims, causes of action, damages, whether to person (including death) or property, costs

(including reasonable attorneys' fees), and losses (collectively "Loss") to the extent the Loss arises out of the negligent or intentional acts or omissions of

Provider in association with this Agreement. No compromise or settlement of any such claim shall be made without the prior written consent of the University unless otherwise required by final decree of a court of competent jurisdiction.

The University shall permit Provider, at Provider’s sole option and expense, to assume the complete defense of such Loss, including selection of counsel, provided the University shall have the right to participate in the defense of such

Loss at its own cost and expense.

b) To the extent allowed by law, including laws providing for the sovereign immunity of government entities, the University shall indemnify, defend and hold harmless Provider and its respective members, managers, representatives, employees, and agents from all claims, causes of action, damages, whether to person (including death) or property, costs (including reasonable attorneys' fees), and losses (collectively "Loss") to the extent the Loss arises out of the negligent or intentional acts or omissions of University in association with this

Agreement. No compromise or settlement of any such claim shall be made without the prior written consent of Provider unless otherwise required by final decree of a court of competent jurisdiction. Notwithstanding the foregoing, it is understood by the Provider that in the University’s opinion, this section may be unconstitutional and/or illegal under the Nebraska State Constitution, Article

13, Section 3, and the University may assert such unconstitutionality and/or illegality as a theory in litigation, despite assent to the remainder of this

Agreement. In no event will this section be interpreted to constitute a waiver of any statutes and constitutional provisions designed to protect the exposure and liability of the University as an instrumentality of the state that the University may have by operation of state law or constitution.

2.0 TERM AND TERMINATION

2.1 Term. This Agreement shall commence on the February 24th, 2026 and shall

{00056318.DOCX; 2} Page 3 of 9 remain effective through June 30, 2026 (the "Term") unless and until earlier terminated pursuant to this section. This Agreement may be renewed for additional periods upon the mutual written agreement of the Parties (each, a "Renewal Term").

2.2 Default or Breach. Each of the following events shall constitute a default or breach of this Agreement by Provider (“Events of Default”):

a) Provider fails to deliver the Services as described by this Agreement;

b) Provider files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or admits the material allegations of any such petition by answer or otherwise, or is dissolved or makes an assignment for the benefit of creditors;

c) Involuntary proceedings under any bankruptcy law or insolvency act or for the dissolution of Provider are instituted against Provider, or a receiver or trustee is appointed for all or substantially all of the property of Provider, and such proceeding is not dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment;

d) Provider breaches any other term, covenant or condition which this

Agreement requires Provider to observe or perform, and such breach continues for a period of thirty (30) days after notice from the University to

Provider; or if such breach cannot be cured reasonably within such thirty (30) day period and Provider fails to commence to cure such breach within thirty

(30) days after notice from the University or fails to proceed diligently to cure such breach within a reasonable time period thereafter (not to exceed sixty

(60) days).

2.3 Result of Default. In the event any Event of Default occurs, the University has the right, at the University’s sole discretion, to terminate this Agreement by giving written notice to Provider and, at University’s option or take any other action or pursue any other remedy allowed by law or in equity.

2.4 Termination for Convenience. The University may terminate this Agreement for its convenience upon thirty (30) days’ prior written notice to Provider. Upon termination, the University shall pay Provider for all fees incurred up to and including the effective date of termination.

2.5 Effect of Termination. Upon termination of this Agreement, the respective rights and obligations of each party hereto shall cease, except for those rights and obligations of continuing applicability, including but not limited to each party’s indemnification obligation, and which are contemplated to be performed subsequent to the termination hereof.

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3.0 CONFIDENTIAL INFORMATION

3.1 Student Records. Provider acknowledges and understands that the University is required to protect certain confidential information from disclosure under applicable law, including but not limited to the Family Educational Rights and Privacy Act (“FERPA”) and the

Nebraska Public Records Law, including regulations promulgated thereunder, as the laws and regulations may be amended from time to time. Confidential information that is protected under

FERPA is provided to Provider as it is handling an institution service or function that would ordinarily be performed by University employees. Provider agrees that it shall be obligated to protect this information in its possession or control in accordance with applicable privacy laws and as a “school official” under FERPA. Provider further agrees that it is subject to the requirements governing the use and re-disclosure of personally identifiable information from education records as provided in FERPA. The parties understand and agree that any health information accessed, used or disclosed between the parties is considered part of each student-athlete’s educational record and is protected under FERPA. The parties do not intend to access, use or disclose any

Protected Health Information (“PHI”), as the term is defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

3.2 Survival. The provisions of this Article 3 will survive the termination of this

Agreement.

4.0 COMPENSATION FOR SERVICES

4.1 Compensation. During the Term, Provider will be paid for the Services provided

(“Fees”) as set forth in Exhibit A.

5.0 RELATIONSHIP OF PARTIES

5.1 No Exclusivity. The relationship between the parties is non-exclusive. Neither party will be precluded from entering into similar relationships with other parties.

5.2 Independent Contractor Status. The parties are independent contractors in their relationships to one another. Nothing in this Agreement shall be construed as or constitute either party as a partner, employee, joint venturer, or agent of the other. Provider does not has the right or authority to enter into any contract in the name of the University or otherwise bind or obligate the University in any way without the express written consent of the University. Provider shall not represent such authority to any other person or entity.

5.3 Independent Medical Judgment. University agrees that Provider shall not be prevented or restricted from applying Provider’s independent professional medical judgment to the performance of the Services and the Provider shall control the manner by which such Provider performs the Services hereunder. This provision shall not be construed to limit University’s ability to establish protocols, procedures or standards for itself.

6.0 GENERAL PROVISIONS

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6.1 Assignment. This Agreement is non-assignable and non-transferrable. Any attempt by either party to assign its obligations hereunder shall be void.

6.2 Amendments. This Agreement may be amended in whole or in part only by written instrument signed by each of the parties hereto.

6.3 Entire Agreement. This Agreement shall be deemed to express, embody and supersede all previous understandings, agreements, and commitments, whether written or oral, between the parties with respect to the subject matter of this Agreement and to finally set forth the entire agreement between the parties.

6.4 Governing Law and Forum. This Agreement shall be governed by the laws of the

State of Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party shall be instituted in the state or federal courts located in Lancaster County, Nebraska.

6.5 Work Status Verification. Provider and its subcontractors, if any, 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, as amended.

6.6 Debarment List. Provider 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. Provider also certifies that Provider, 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. This shall be an ongoing certification and warranty during the Term of this Agreement and Provider shall immediately notify the University of any change in the status of the certification and warranty set forth in this section. If Provider 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 the University. If any partners, directors, officers, employees, licensees, subcontractors, personnel or agents of Provider become excluded from Federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Provider to remove such excluded individual immediately shall provide the University the right to terminate the Agreement immediately for cause.

6.7 Equal Opportunity (intentionally bolded). To the extent applicable, Provider shall comply with 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a), incorporated by reference with the following statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin or for inquiring about, discussing, or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and

{00056318.DOCX; 2} Page 6 of 9 advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.”

6.8 Nondiscrimination. Provider agrees that neither it 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-

1122, as amended.

6.9 Prohibition of 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 the 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. Provider shall exercise control over itself, its employees, agents, contractors, and affiliated parties so as to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Provider shall cooperate with the University following any report of discrimination related to this Agreement. In the event the University determines Provider or an employee, agent, contractor, or other person affiliated with Provider has engaged in discrimination, including harassment, or other inappropriate conduct in rendering the Services hereunder, Provider will take prompt and effective action, in accordance with the University’s direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Provider or the employee, agent, contractor, or other person affiliated with Provider from providing the Services. Provider’s failure to comply with the University’s directive or any other part of this provision may be cause for immediate termination of this Agreement. Provider acknowledges that the University may have obligations to report any allegations or incidents of discrimination, including sexual harassment. Provider and employees, agents, contractors, and other persons affiliated with Provider who are directly providing the Services or present on

University premises shall participate in any training as may reasonably be required by the

University from time to time, including training regarding sexual harassment and diversity and inclusion.

6.10 Taxpayer Transparency Act. Pursuant to Nebraska’s Taxpayer Transparency Act

(Neb. Rev. Stat. §84-602.01, as may be amended), the 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 Provider to notify University of any requested redactions to such contracts and documents under Neb. Rev. Stat. § 84-712.05(3) at the time of execution. In addition, Provider agrees to defend any challenge to such redactions at its own expense.

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6.11 Public Record. The parties understand that this Agreement is a public record as provided by the Nebraska public records statutes (Neb. Rev. Stat., §§84-712 through 84-712.09, as amended), and shall be made available by the University to the public for examination, in accordance with the University’s interpretation and application of Nebraska law.

6.12 Headings. The headings in this Agreement are included solely for convenience and shall not affect the interpretation of this Agreement.

6.13 Notices. Any notice required by this Agreement shall be in writing and shall be given and be deemed to have been given as of the date of receipt if (a) hand delivered, (b) sent via overnight delivery, (c) sent via facsimile, (d) sent via electronic mail, or (c) mailed, postage prepaid, certified mail (return receipt requested), addressed as follows:

If to Provider:

Tyler Pflughaupt

770 N. Cotner Ste. 326

Lincoln, NE 68505

If to University:

The Office of the Athletic Director

One Memorial Stadium

P.O. Box 880120

Lincoln, NE 68588-0120

With copies to:

Office of the Vice President and General Counsel

University of Nebraska

3835 Holdrege Street

Lincoln, NE 68583

6.14 Waiver. No delay or omission by any party to this Agreement to exercise its rights under this Agreement shall impair any such right or power or shall be construed as a waiver or acquiescence of any default except as agreed in writing by the party against whom the applicable waiver or acquiescence is asserted. No waiver of any default shall be construed, taken, or held to be a waiver of any other default.

6.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

6.16 Invalidity. The parties intend the terms, restrictions, covenants, and promises in this Agreement to be binding only to the extent valid and enforceable under applicable law. If any term, restriction, covenant, or promise contained in this Agreement is invalid or unenforceable, then the Parties agree to be bound by such term, restriction, covenant, or promise as modified (or deleted) to the extent (and only to the extent) necessary to make it valid and enforceable. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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Exhibit A

Services and Fees

Provider will provide the following Services:

Provide recovery and performance Massage Therapy treatments as requested by coaches and

ATCs to UNL Track and Field Athletes in our facilities and those facilities where our teams travel.

The Fees to be provided under this Agreement are as follows: The University will pay the

Provider five thousand ($5,000) for the Services performed upon submission of an invoice to the

University by the Provider. Any additional incidental or reimbursable expenses not described in the Agreement must be agreed to in writing by the University. Provider is expected to comply with applicable University policies and procedures, including but not limited to those stated in the

University of Nebraska Travel Policy.