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Technology Agreement.doc

Service Provider → Board of Regents of the University of Nebraska (ITS) Поставка программного обеспечения и сопутствующих ИТ-услуг (типовые условия)
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Appendix A – UNIVERSITY OF NEBRASKA TECHNOLOGY
Software/Services Standardized Agreement Language

Introduction

The purpose of this document is to incorporate specific terms and conditions pertinent to technology at the University of Nebraska. This document addresses select topics of particular importance to Information Technology Services (“ITS”) in order to be compliant with Board of Regents Policies, as well as Nebraska State laws.

1. PILOT PROGRAM

ITS, at its sole discretion, may elect to conduct trial programs and/or proof of concepts under this Agreement (“Pilot Program”). If, after conducting a trial or proof of concept, ITS elects to continue with the full deployment, negotiations between ITS and the Service Provider regarding the requirements of the full deployment including all applicable royalties, fees, work plan, and appropriate timeline will occur. ITS makes no guarantee that such negotiations will occur. There may be fees related to the Pilot Program which will be negotiated between Service Provider and ITS on a case by case basis.

2. OWNERSHIP AND PROPRIETARY RIGHTS

2.1 Service Provider owns and retains all right, title and interest in Service Provider-Owned Materials. ITS owns and retains all right, title and interest in ITS’s Owned Materials. ITS Students own and retain all right, title and interest in ITS Student-Owned Material. ITS acknowledges and agrees that, unless otherwise agreed by Service Provider in writing, Service Provider is the sole and exclusive owner of all rights, including but not limited to all patent rights, copyrights, trade secrets, trademarks, and other proprietary rights in the systems, programs, specifications, user documentation, and other Service Provider-Owned Materials used by Service Provider in the course of its provision of services hereunder. ITS also acknowledges and agrees that in entering into this Agreement, ITS acquires no ownership rights in Service Provider-Owned Materials. ITS shall not copy, transfer, sell, distribute, assign, display, or otherwise make Service Provider-Owned Materials available to third parties. Service Provider acquires no rights of ownership in or to the ITS owned Materials or the Student-Owned Materials; or anything that is provided to Service Provider by ITS, including but not limited to business processes, software and related documentation. Any modifications or enhancements to the ITS Owned Materials or the Student-Owned Materials including those suggested or implemented by Service Provider, shall belong to ITS. Service Provider agrees that its rights to use any such materials or data provided by ITS, including all ITS-owned Materials is limited to such use as is necessary to permit Service Provider to perform Services and obligations in this Agreement.

2.2 ITS has the responsibility for providing Service Provider with the copyright notice language to appear on websites, delivered course content and/or assessments, and on any related practice and/or demonstration materials. Service Provider will have the responsibility for ensuring that the copyright notice language provided to Service Provider by ITS will appear as provided on any applicable materials. Any copyright notice language or other language acknowledging Service Provider’s ownership or other legal rights of Service Provider which appears on websites, course content and/or assessments, and in any practice and/or demonstrational materials will be limited to such language as is necessary to protect Service Provider's legal rights. Unless provided to Service Provider by ITS, no language acknowledging the legal rights of any third party shall appear on materials without the prior written consent of ITS.

2.3 Notwithstanding anything in the Agreement to the contrary, any and all Deliverables shall be the sole and exclusive property of ITS. Notwithstanding the foregoing, the intellectual capital (including without limitation, ideas, methodologies, processes, inventions and tools) developed or possessed by Service Provider prior to, or acquired during, the performance of the Scope of Work shall be Service Provider-Owned Material.

2.4 Upon ITS’s request or upon the expiration or termination of this Agreement, Service Provider shall deliver or return all copies of the Work to ITS. Service Provider is permitted, subject to its obligations of confidentiality, to retain one copy of the Work for archival purposes and to defend its work product.

2.5 Service Provider and ITS intend this Agreement to be a contract for services and each considers any tangible work products identified as Deliverables (“Deliverables”) during the Term or Terms of this Agreement to be a work made for hire. If for any reasons the Deliverables would not be considered a work made for hire under applicable law, Service Provider does hereby sell, assign and transfer to ITS, its successors, and assigns, the entire right, title and interest in and to the copyright and any registrations and copyright applications relating thereto and renewals and extensions thereof, and in and to all works based upon, derived from or incorporating the Deliverables4, and in and to all income, royalties damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. Service Provider agrees to execute all documents and to perform such other proper acts as ITS may deem necessary to secure for ITS the rights in the Deliverables.

2.6 Other than Deliverables and Service Provider-Owned Materials, the tangible property and work products created by Service Provider pursuant to this Agreement (“Work Product“) shall mutually belong to ITS and Service Provider and each shall be free to use such Work Product without permission of or payment of royalty to the other. As to tangible products and work products identified as Deliverables during the Term or Terms of this Agreement, all Deliverables shall be owned exclusively by ITS.

2.7 ITS recognizes that Service Provider’s business depends substantially upon the accumulation of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops in its engagements. ITS’s business also depends substantially upon the accumulation and application of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops through collaboration with Service Providers and other service providers. Accordingly, to the extent material that is used in, enhanced, or developed in the course of providing Services hereunder is of a general abstract character, or may be generically re-used, and does not contain Confidential Information of ITS, then Service Provider will own such material including, without limitation: methodologies; delivery strategies, approaches and practices; generic software tools, routines, and components; generic content, research and background materials; training materials; application building blocks; templates; analytical models; project tools; development tools; inventions; solutions and descriptions thereof; ideas; and know-how (collectively “Know-how”) developed by Service Provider and ITS will own the Know-how developed by ITS. To the extent such Know-how is contained or reflected in the Work Product, each party hereby grants the other a fully paid up, perpetual license to use such Know-how. Neither party will sublicense or sell Know-How of the other party to any third party, and will not use or exploit the Know-How of the other party to compete with the information technology and professional services of Service Provider or the educational services and delivery of the ITS.

3. DATA USE

As between the parties, ITS will own, or retain all of its rights in, all data and information that ITS provides to the Service Provider, as well as all data managed by Service Provider on behalf of ITS, including all output, reports, logs, analyses, and other materials relating to or generated by the Services, even if generated by the Service Provider, as well as all data obtained or extracted through ITS’s or Service Provider’s use of the Services (collectively, the ITS Data). The ITS Data also includes all data and information provided directly to Service Provider by ITS students and employees, and includes personal data, metadata, and user content. The ITS Data will be ITS’s Intellectual Property and Service Provider will treat it as ITS’s confidential and proprietary information. Service Provider will not use, access, disclose, or license or provide to third parties, any ITS Data, or materials derived therefrom, except: (i) to the extent necessary to fulfill Service Provider’s obligations to ITS hereunder; or (ii) as authorized in writing by ITS. Without limiting the generality of the foregoing, Service Provider may not use any ITS Data, whether or not aggregated or de-identified, for product development, marketing, profiling, benchmarking, or product demonstrations, without, in each case, ITS’s prior written consent. Upon request by ITS, Service Provider will deliver, destroy, and/or make available to ITS, any or all of the ITS Data.

4. PROPRIETARY AND CONFIDENTIAL INFORMATION

4.1 Service Provider acknowledges and understands that in connection with this Agreement, the performance of the Scope of Work and otherwise, Service Provider has had or shall have access to, has obtained or shall obtain, or has been or shall be given the ITS’s Confidential Information (as defined herein). For purposes of this Agreement, “Confidential Information” means all information provided by ITS, or ITS Students to Service Provider, including without limitation information concerning the ITS’s business strategies, political and legislative affairs, students, employees, vendors, Service Providers, student records, customer lists, finances, properties, methods of operation, computer and telecommunications systems, software and documentation, student materials, student name and other identifying information which is generated by the student, such as biometrics. Confidential Information includes information in any and all formats and media, including without limitation oral communication, and includes the originals and any and all copies and derivatives of such information. Service Provider shall comply with all applicable federal, state and local laws restricting access, use and disclosure of protected information.

4.2 Service Provider shall use the Confidential Information only if and when required for the performance of the Services, and for no other purpose whatsoever, and only by Service Provider employees engaged in that performance. Service Provider may also share Confidential Information with its corporate affiliates and with agents and Service Providers who are bound by similar obligations of confidentiality and who need such information as part of Service Provider’s performance under this Agreement. Service Provider shall forward any request for disclosure of Confidential Information to:

Information Technology Services

Canfield Administration Building North (ADMN) 332

Lincoln, NE 68588-0435

4.3 Service Provider acknowledges and understands that ITS 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”), the Gramm Leach Bliley Act (“GLBA”), or the Nebraska Public Records Law, including regulations promulgated thereunder, as the laws and regulations may be amended from time to time. The Confidential Information that is protected under FERPA was provided to the Service Provider as it is handling an institution service or function that would ordinarily be performed by ITS’s employees. Service Provider agrees that it shall be obligated to protect the Confidential Information in its possession or control in accordance with the Privacy Laws and as a “school official” under FERPA. The Service 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.

4.4 Service Provider may disclose Confidential Information as required by legal process. If Service Provider is required by legal process to disclose Confidential Information, Service Provider shall immediately notify ITS, and before disclosing such information shall allow ITS reasonable time to take appropriate legal action to prevent disclosure of the Confidential Information.

4.5 Service Provider's obligations with respect to Confidential Information shall survive the expiration or the termination of this Agreement.

4.6 Service Provider acknowledges that its failure to comply fully with the restrictions placed upon use, disclosure and access to Confidential Information may cause ITS grievous irreparable harm and injury. Therefore, any failure to comply with the requirements of this section may be a material breach of this Agreement.

4.7 Except to the extent otherwise required by applicable law or professional standards, the obligations under this section do not apply to information that (1) is or becomes generally known to the public, other than as a result of disclosure by Service Provider, (2) had been previously possessed by Service Provider without restriction against disclosure at the time of receipt by Service Provider, (3) was independently developed by Service Provider without violation of this Agreement, or (4) Service Provider and ITS agree in writing to disclose. To the extent allowed by Nebraska State Law, each party shall be deemed to have met its nondisclosure obligations under this section as long as it exercises the same level of care to protect the other’s information as it exercises to protect its own Confidential Information.

4.8 Service Provider agrees to use Student-Owned Materials, ITS Owned Materials and ITS’s Confidential Information only as necessary to perform its responsibilities under this Agreement, keep it confidential in accordance with this Agreement and use reasonable commercial efforts to prevent and protect the contents of these materials, or any parts of them, from unauthorized disclosure. Further, Service Provider will take industry standard measures to protect the security and confidentiality of such information including controlled and audited access to any location where such confidential and proprietary data and materials reside while in the custody of Service Provider and employing security measures to prevent system attacks (e.g., hacker and virus attacks).

4.9 Upon termination, cancellation, expiration or other conclusion of the Agreement, Service Provider shall return all Confidential Information to ITS or, if return is not feasible, destroy any and all Confidential Information without the prior written authorization from ITS. If the Service Provider destroys the information, the Service Provider shall provide ITS with a certificate confirming the date of destruction of the data. Any data referred to in this section that is still within Service Provider’s actual or constructive control shall be subject to the terms of this Agreement in perpetuity.

4.10 ITS will implement security measures at its offices and all other associated facilities to ensure the confidentiality of Service Provider’s Confidential Information and materials in manner like that provided by ITS for its own information and materials identified as confidential under this Agreement. Unless otherwise provided by separate agreement, upon termination of this Agreement, ITS shall return to Service Provider all Service Provider-Owned Materials, including software, Source Code, and/or documentation provided to ITS by Service Provider; alternatively, and at Service Provider’s option, ITS shall destroy any or all of the aforementioned beyond recoverability. ITS shall not retain any electronic or other copies of any Service Provider-Owned Materials or other Service Provider Proprietary and Confidential Information absent of prior written authorization from Service Provider.

4.11 Service Provider agrees to abide by the limitation on re-disclosure of personally identifiable information (PII) from education set forth in The Family Educational Rights and Privacy Act and with the terms set forth below. 34 CFR 99.33 (a)(2) states that the officers, employees and agents of a party that receives education record information from ITS may use the information but only for the purposes for which the disclosure of the information was made. Further, Service Provider agrees to protect all ITS sensitive data including all PII, financial, corporate business intelligence or intellectual property of ITS faculty, staff, and employees in accordance with generally accepted Information Security standards and best practices.

5. SOFTWARE

Service Provider hereby Warrants and Represents:

A. That it shall perform all of the Work in a professional manner in accordance with industry standards for software development and related services, and that the software development and related services will conform to the specifications in the Agreement.

B. Service Provider is the owner or authorized user of Service Provider software and all of its components, and Service Provider software and all of its components, to the best of Service Provider’s knowledge, do not violate any patent, trademark, trade secret, copyright or any other right of ownership of any third party.

C. Service Provider software and its components are equipped and/or designed with systems intended to prevent industry known system attacks (e.g., hacker and virus attacks) and unauthorized access to Confidential Information.

D. Service Provider has used industry standards for vulnerability testing and software quality code reviews to ensure that software is free of any and all "time bombs," computer viruses, copy protect mechanisms or any disclosed or undisclosed features which may disable Service Provider software or render it incapable of operation (whether after a certain time, after transfer to another central processing unit, or otherwise).

6. TERMINATION

6.1 The University may terminate this Agreement upon thirty (30) days’ written notice.7 Following termination, the University shall retain the right to (a) use the Software on the number of devices specified on Unified Edge Master Pricing Agreement for its own internal business purposes, (b) use and make copies of all Documentation; and (c) make a reasonable number of copies of the Software solely for back-up or archival purposes.

6.2 The University may terminate this Agreement immediately upon any breach by Service Provider of the terms of this Agreement, any Business Associate Addendum, or incorporated attachment hereto.1

6.3 Service Provider may terminate this Agreement if the University intentionally and materially breaches this Agreement and then fails to correct such breach within thirty (30) days following receipt of written notice from Service Provider. In the event of an uncorrected breach by the University, the Service Provider shall be entitled to recover actual amounts owed by the University to Service Provider that accrued on or before the date of termination. Service Provider expressly waives and disclaims any right or remedy it may have to unilaterally de-install, disable or repossess any Software of any portion thereof.2

6.4 The University’s rights to the Software as provided in this Agreement will survive a bankruptcy claim by the Service Provider consistent with applicable laws. The rights granted under this Agreement shall be deemed a license of “intellectual property” for purposes of the United States Code, Title 11 (“Bankruptcy Code”), Section 365(n). In the event of the bankruptcy of Service Provider and a subsequent rejection of this Agreement, the University may elect to retain its license rights, subject to and in accordance with the provisions of the Bankruptcy Code or other applicable law.

6.5 The following Sections shall survive the expiration or termination of this Agreement: Grant of License; Ownership and Proprietary Rights; Warranties, Representations and covenants; Limitation of Liability; University Data; Privacy; Cyber Insurance; Termination; and Audit Rights. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assigns.

7. SECURITY

7.1 Service Provider will implement security measures at its offices and all other associated facilities in connection with Service Provider software to ensure the strictest confidentiality of ITS’s Owned Materials, ITS’s Confidential Information, and all other Confidential Information and materials. These measures will include, without limitation, encryption, use of a sign-on and access privilege system and other measures described in this Agreement, and such other measures as Service Provider deems necessary in its professional discretion. Service Provider shall impose these measures on all subcontractors used by Service Provider.

7.2 Service Provider shall endorse ITS’s requirement to adhere to the University of Nebraska’s (ITS) IT Security Standards (http://idm.unl.edu/authentication-services-policy). ITS is required to assess risks, ensure data integrity, and determine the level of accessibility that must be maintained. Specific activities include:

A. Identification of security, privacy, legal, and other organizational requirements for recovery of institutional resources such as data, software, hardware, configurations, and licenses at the termination of the contract.

B. Assessment of the Service Provider’s security and privacy controls.

C. Including ITS’s security and privacy requirements in the agreement.

D. Periodic reassessment of Service Provider services provisioned to ensure all contract obligations are being met and to manage and mitigate risk.

7.3 Service Provider shall (i) establish and maintain industry standard technical and organizational measures to help to protect against accidental damage to, or destruction, loss, or alteration of the materials; (ii) establish and maintain industry standard technical and organizational measures to help to protect against unauthorized access to the Services and materials; and (iii) establish and maintain network and internet security procedures, protocols, security gateways and firewalls with respect to the Services. Service Provider software and its components are equipped and/or designed with systems intended to prevent industry known system attacks (e.g., hacker and virus attacks) and unauthorized access to Confidential Information.

7.4 For the purposes of this article, a “Breach” has the meaning given to it under relevant Nebraska or federal law, for example; the Nebraska Financial Data Protection and Consumer Notification of Data Security Breach Act of 2006 (codified at Neb. Rev. Stat. § 87-802) (See 9.5). Service Provider’s report shall identify : (i) the nature of the unauthorized use or disclosure, (ii) the CDI used or disclosed, (iii) the identity of the individual or entity that received the unauthorized disclosure, (iv) any pertinent application, access, or security logs or analysis (v) the action(s) that the Service Provider has taken or shall take to mitigate any potentially negative effects of the unauthorized use or disclosure, and (vi) the corrective action(s) the Service Provider has taken or shall take to prevent future similar unauthorized uses or disclosures. Service Provider shall provide additional information in connection with the unauthorized disclosure reasonably requested by ITS.

In the event of a breach Service Provider agrees to promptly reimburse all costs to ITS arising from such breach, including but not limited to (i) costs of notification of individuals, (ii) credit monitoring and/or identity restoration services, (iii) time of ITS personnel responding to the breach, (iv) civil or criminal penalties levied against ITS, attorney’s fees, court costs, etc.3

7.5 The contact for the ITS Computer Incident Response Team (CIRT) shall be identified as: 402-472-5700 or its-sec@nebraska.edu. Report any confirmed or suspected breach of University data to ITS’s CIRT within one hour of discovery or detection. Any confirmed or suspected computer security incidents not resulting in breach of University data shall be reported to ITS CIRT within 12 hours of discovery or detection.

7.6 ITS or an appointed audit firm (Auditors) has the right to audit Service Provider and its sub-vendors or affiliates that provide a service for the processing, transport or storage of ITS data. Audits will be at ITS’s sole expense which includes operational charges by Service Provider, except where the audit reveals material noncompliance with contract specifications, in which case the cost, inclusive of operational charges by Service Provider, will be borne by the Service Provider. In lieu of ITS or its appointed audit firm performing their own audit, if Service Provider has an external audit firm that performs a review, ITS has the right to review the controls tested as well as the results, and has the right to request additional controls to be added to the certified report for testing the controls that have an impact on its data.

7.7 The Federal Trade Commission has promulgated regulations collectively known as the “Red Flags Rule” with which ITS must comply. See 16 CFR 681. Under the Red Flags Rule, ITS must ensure that Service Provider either complies with ITS’s identity theft Program or that Service Provider has its own policies and procedures in place to detect and respond to identity theft Red Flags. Service Provider represents and warrants that is has reasonable policies and procedures in place to detect, prevent and mitigate identity theft. Service Provider shall review and comply with all relevant portions of ITS’s identity theft policy, if any, as well as any applicable ITS identity theft plan. Service Provider shall report any Red Flags that it detects in connection with the Agreement to ITS.

8. CYBER INSURANCE

The Service Provider agrees to purchase and maintain throughout the term of this Agreement a technology/professional liability insurance policy, including coverage for network security/data protection liability insurance (also called “cyber liability”) covering liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology/professional services or in connection with the specific services described in violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended;

Data theft, damage, unauthorized disclosure, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems;

Loss or denial of service;

No cyber terrorism exclusion;

With a minimum limit of $10,000,000 each and every claim and in the aggregate.5 Such coverage must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs (including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services).

Such insurance must explicitly address all of the foregoing without limitation if caused by an employee of the Service Provider or an independent contractor working on behalf of the Service Provider in performing services under this Agreement. Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world. Such insurance must include affirmative contractual liability coverage for the data breach indemnity in this Agreement for all damages, defense costs, privacy regulatory civil fines and penalties, and reasonable and necessary data breach notification, forensics, credit protection services, public relations/crisis management, and other data breach mitigation services resulting from a confidentiality or breach of security by or on behalf of the Service Provider.

9. MISCELLANEOUS TERMS

9.1 Accessibility (Section 508 ADAA Compliance). If the solution includes any end-user-facing human interface, such as an end-user device software component or web site form, file upload system, etc. the Service Provider hereby warrants that the products or services to be provided under this agreement comply with the accessibility guidelines of “Section 508 of the Rehabilitation Act of 1973” as amended as of the date of this agreement.

If the solution includes any end-user-facing human interface, such as an end-user device software component, web pages or site, video or audio playback, file upload system, mobile device components, etc., the Service Provider agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services which is brought to its attention and the Service Provider further agrees to indemnify and hold harmless the University of Nebraska campuses and system using the Service Provider’s products or services from any claim arising out of its failure to comply with the aforesaid requirements.8

The University, at its discretion, may at any time test the Service Provider’s products or services covered by this agreement to ensure compliance with Section 508. Testing that results in findings of non-compliance, shall result in a 25% reduction in the total cost of the products and/or services covered by this agreement if the non-compliance is not corrected within 30 days of being reported to the Service Provider in writing.6 All withheld amounts will be paid to the Service Provider upon correction of the non-compliance and acceptance by the University. Said acceptance not to be unreasonably withheld.

Failure to comply with these requirements shall constitute a breach and be grounds for termination of this agreement and a pro-rated refund of fees paid from the University for the remainder of original contract period.

9.2 PCI Compliance. Service Provider is to comply with the Payment Card Industry Data Security Standard (PCI DSS); no Primary Account Number (PAN) is allowed to be stored, processed or transmitted on the University data network. Service Provider acknowledges responsibility for the security of cardholder data it possesses or otherwise stores, processes or transmits on behalf of the University, or to the extent that Service Provider could impact the security of the cardholder data environment. Service Provider acknowledges and agrees that cardholder data may only be used for completing the Services or as required by the PCI DSS or as required by applicable law.

Service Provider attests that, as of the effective date of this Amendment, it has complied with all applicable requirements to be considered PCI DSS compliant and has performed the necessary steps to validate its compliance with the PCI DSS and will maintain such compliance for the life of this Agreement. For purposes of this Agreement, “PCI DSS” means the most current version of the Payment Card Industry Data Security Standard administered by the Payment Card Industry Security Standards Council. Service Provider agrees to supply evidence of its most recent validation of compliance upon execution of this Agreement and annually during the Term. Service Provider will immediately notify the University if it learns it is no longer PCI DSS compliant and will immediately remediate the non-compliance status. In no event shall Service Provider’s notification to the University be later than seven (7) calendar days after Service Provider learns it is no longer PCI DSS compliant.

9.3 University & State College Participation. In some instances, state colleges or state agencies may wish to explore the possibility of sharing in the benefits of this contract.

9.4 Examination of Records. ITS shall have access to and the right to examine any pertinent books, documents, papers, and electronic records such as logs of the Service Provider involving transactions and work related to this Agreement. Service Provider shall retain project records for a period of three (3) years from the date of final payment.

9.5 Assistance with Litigation or Investigation. E-Discovery: In order to provide ITS with the ability to be compliant with e-discovery rules, Service Provider must provide the following where “relevant data” might include any data stored regarding any person affiliated with ITS, access logs, activity logs, transaction logs, changes to access rights, etc., as detailed by the system architecture and practices provided by Service Provider.

AGREED AND ACCEPTED:

|<Service Provider Name>: |Board of Regents of the University of Nebraska: |

| | |

| | |

| |By: _________________________________ |

|By: _________________________________ |<Full Name, Title> |

| | |

|Printed Name:________________________ | |

| | |

|Title:________________________________ | |

Notice. Any notice to either party hereunder shall be in writing and shall be served either personally or by registered or certified mail addressed to the following individuals:

To the Service Provider: To the University:

<Name/Address> University of Nebraska

3835 Holdrege Street

Lincoln, NE 68583

Attn: General Counsel

with a copy to:

University of Nebraska

6001 Dodge Street

Omaha, NE 68182

Attn: Andrew Buker