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Effective: 10/28/2024 (for Purchase Orders issued prior to 10/28/2024, email contracts@nebraska.edu for a copy of the applicable terms and conditions)

These University of Nebraska Purchase Order Terms and Conditions ("Purchase Order Terms") set forth the terms of purchase between the Board of Regents 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 (each a "Campus" and collectively the "Campuses") and the seller ("Supplier") of goods, services, or both ("Deliverables") identified in a purchase order ("Purchase Order") referencing these Purchase Order Terms.

These Purchase Order Terms only apply to transactions that do not have a written purchase agreement duly executed by both parties.

1. Entire Agreement. If this Purchase Order refers to Supplier's bid or proposal, this Purchase Order is an acceptance of Supplier's offer to sell in accordance with the terms and conditions of the "solicitation" identified in Supplier's bid or proposal including any request for proposal or any other form of order by University. If a bid or proposal is not referenced, this Purchase Order is an offer to buy, subject to Supplier's acceptance, demonstrated by Supplier's performance or written acceptance of this Purchase Order. Any counteroffer to sell automatically cancels this Purchase Order, unless a change order is issued by University accepting a counteroffer. This Purchase Order shall supersede and control over any Supplier form(s) or part(s) thereof included in or attached to any bid, proposal, offer, acknowledgment, or otherwise, in the event of inconsistencies or contradictions, regardless of any statement to the contrary in such form(s) or parts thereof. Any notice required or permitted to be given to Supplier under this Purchase Order shall be sufficient if in writing, mailed, or delivered to the Supplier at the address provided on this Purchase Order. All written notices so given shall be deemed effective upon receipt.
2. Changes or Additions. From time to time, University may make changes, issue additional instructions, require additional work, or direct omission of work previously ordered. Such changes shall be issued in writing to Supplier by an authorized representative of University and all conditions and provisions of this Purchase Order shall apply to all such modifications. No extra work, additions, or alterations shall be paid for by University unless approved by and performed pursuant to written order of University.
3. Payment. In full consideration for the Deliverables provided by Supplier, University shall pay or cause to be paid to Supplier the invoiced amount 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 expenses. Supplier shall comply with applicable policies and procedures, including those stated within University of Nebraska Travel Policy (accessible at /-/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. 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. St. § 81-2404.
4. 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.
5. 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.
6. 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 Purchase Order: (a) require Supplier to take corrective action to ensure that performance conforms to the requirements of this Purchase Order; (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 Purchase Order; (f) require Supplier to remove, at its sole expense, any non-conforming or deficient Deliverables from University's premises; and (g) terminate this Purchase Order pursuant to any termination provisions within this Purchase Order. 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.
7. Delivery. All shipments are to be made F.O.B. destination, freight prepaid, according to the delivery information provided in this Purchase Order. Supplier shall make no partial deliveries of this Purchase Order without University's consent unless otherwise indicated in this Purchase Order. University may, but shall not be obligated to, inspect Supplier's performance under this Purchase Order from time to time. University's inspection, or lack of inspection, will not constitute an acceptance of any Deliverables or a waiver of any right or warranty or preclude University from rejecting any defective Deliverables. Supplier will coordinate lead times and delivery dates with University. Time is of the essence with respect to delivery of the goods and performance of services.
8. Campus Presence. To the extent this Purchase Order requires Supplier, its employees, and agents to be present on University property, then Supplier shall coordinate its presence with an authorized representative of the University. Supplier shall ensure a responsible representative is present on University property at all times while providing services and shall limit its presence and activities to such areas as are reasonably necessary in order to perform its obligations pursuant to this Purchase Order. Supplier, its employees, and agents will adhere to the University's reasonable safety and security policies and procedures and will use commercially reasonable efforts not to interfere with University's regular operations. Supplier, its employees, and agents providing Deliverables while physically on Campus shall be identifiable as Supplier's employee or agent by wearing visible photo identification badges. Failure of Supplier's employee or agent to display the required identification shall be a material breach of this Purchase Order and may, at University's election, be cause for immediate termination of this Purchase Order. Supplier shall take precautions to avoid damage to University property. In the event Supplier or its employees or agents cause damage to University property, Supplier will be solely responsible for all costs and expenses to return University property to its prior condition.
9. Warranties. Supplier warrants that it will convey good title to all goods, free of all encumbrances, and all goods delivered shall be free from defects in workmanship, material, and manufacture, shall comply with the requirements of this Purchase Order, including any drawings or specifications incorporated or samples furnished by the Supplier, and shall be free from defects in design. Supplier further warrants all goods purchased hereunder shall be merchantable quality and shall be fit and suitable for the purposes intended. In the event Supplier is providing University with services, Supplier warrants and represents that each of its employees and agents to perform any services under the terms of this Purchase Order shall have the skills, training, and background reasonably commensurate with their level of performance or responsibility, to be able to perform in a competent and professional manner that is consistent with industry standards. Supplier further warrants the services provided will conform to the requirements of this Purchase Order and that in performing the services Supplier will not be in breach of any agreement with a third party. The foregoing warranties are conditions to this Purchase Order and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by University. All warranties shall run to University. If any warranties specified herein or otherwise applicable are breached by Supplier, University may, at its election, require Supplier to correct at Supplier's sole expense any defect or nonconformance by repair or replacement or return any defective or nonconforming goods to Supplier at Supplier's expense and recover from Supplier the purchase price or, in the case of services, require re-performance of the services or terminate this Purchase Order and receive a full refund. Supplier shall hold University harmless from any loss, damage, or expense, including court costs and reasonable attorneys' fees, that University may suffer as a result of a breach or alleged breach of the foregoing warranties. The foregoing remedies are in addition to all other remedies University may have at law or in equity.
10. 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 of this Purchase Order, 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 Purchase Order 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 Purchase Order immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate this Purchase Order immediately for cause.
11. Termination. University may terminate this Purchase Order in whole or in part by providing written notice if Supplier fails to perform any of its provisions or so fails to make progress as to endanger performance in accordance with its terms. Additionally, University may terminate this Purchase Order for its convenience upon thirty (30) days' prior written notice to Supplier. Upon termination of this Purchase Order, (a) Supplier shall promptly discontinue all work, unless the termination notice directs otherwise; (b) University shall promptly pay Supplier for all fees incurred up to and including the effective date of termination or Supplier shall refund to University a prorated share of any prepaid fees; (c) Supplier shall transfer custody of and title to all completed or partially completed Deliverables to University; (d) Supplier shall promptly return to University any property provided by University to Supplier under this Purchase Order; and (e) Supplier shall promptly return to University all information and data accumulated by Supplier in performing this Purchase Order in a mutually acceptable format and manner. In the event of termination, University may procure, upon such terms and in such manner as University may deem appropriate, Deliverables similar or substantially similar to those so terminated and Supplier shall be liable to University for any excess costs incurred, provided that Supplier shall continue the performance of this Purchase Order to the extent not terminated. The foregoing remedies are in addition to all other remedies University may have at law or in equity.
12. Bankruptcy. In the event of any proceedings in bankruptcy or insolvency by or against Supplier, or in the event of the appointment (with or without Supplier's consent) of an assignee for the benefit of creditors, or of a receiver, the University may immediately cancel this Purchase Order.
13. Governing Law and Forum. This Purchase Order 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. It is understood and agreed that any legal action by Supplier in relation to this Purchase Order may only be instituted in accordance with the provisions of the Nebraska State Contract Claims Act (Neb. Rev. St. §§ 81-8,302 to 81-8,306). Notwithstanding the foregoing, any Purchase Order issued under a U. S. Government prime contract shall be construed and interpreted in accordance with Federal law relating to U. S. Government prime contracts.
14. 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. St. §§ 4-108 to 4-114.
15. Equal Opportunity (intentionally bolded). If this Purchase Order is for $10,000 or more and involves federal funds, then Supplier 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 advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status."
16. Affirmative Action Program. If Supplier has fifty (50) or more employees and this Purchase Order involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain an affirmative action program as described in 41 CFR 60-2 or 41 CFR 60-741, subpart C, as applicable. If Supplier has fifty (50) or more employees and this Purchase Order involves payment of $150,000 or more in federal funds to Supplier, then Supplier shall develop or maintain an affirmative action program as described in 41 CFR 60-300, subpart C.
17. Attorneys' Fees. In the event of any litigation, appeal, or other legal action to enforce any provision of this Purchase Order, 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.
18. 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 omission of Supplier and its officers, employees, agents, and subcontractors under this Purchase Order.
19. 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 Purchase Order 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.
20. Assignment. This Purchase Order is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its obligations hereunder without the written agreement of the other party shall be void.
21. Subcontractors. Supplier shall not subcontract all or substantially all of any facet of the services provided under this Purchase Order without the prior written approval of the 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 Purchase Order; provided, however, that no contractual relationship shall exist between any subcontractor and University, unless evidenced in a separate contract independent of this Purchase Order with Supplier.
22. 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 of this Purchase Order. 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 Purchase Order. 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.
23. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat. § 73-903 shall have the meaning defined therein. If this Purchase Order 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 Purchase Order, and any products or services provided under this Purchase Order do not originate with a scrutinized company. The certification set forth in this section shall be an ongoing certification during the term of this Purchase Order and Supplier shall immediately notify University of any change in the status of the certification set forth in this section.
24. 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 Purchase Order and (b), if Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and this Purchase Order is valued at $2,000 or more, Supplier has, prior to execution of this Purchase Order, 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 Purchase Order. If an actual or potential conflict of interest related to this Purchase Order arises during the term of this Purchase Order, 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 Purchase Order void and of no further force or effect and University shall have no further obligations under this Purchase Order.
25. 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 Purchase Order, express or implied.
26. 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 . It shall be the sole responsibility of Supplier (a) to notify University of any requested redactions to this Purchase Order 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.
27. 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 Purchase Order will be open to public inspection and copying unless exempted from disclosure in accordance with University's interpretation and application of applicable law. It shall be the sole responsibility of Supplier (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier's failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.
28. 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 Purchase Order, 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. St. §§ 48-1101 to 48-1125.
29. Discrimination including Sexual Harassment. State and federal law, as well as University of Nebraska Bylaws, policies, and guidelines prohibit discrimination (as defined therein) including harassment and retaliation, against students, employees, and other members of University community. Prohibited types of discrimination include discrimination on the basis of race, color, ethnicity, national origin, sex (including sexual harassment), pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, political affiliation, and any other protected status. Supplier shall exercise control over itself, its employees, agents, contractors, and affiliated parties so as to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Supplier shall cooperate with University following any report of discrimination. In the event University determines Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with University's direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Supplier or the employee, agent, contractor, or other person affiliated with Supplier from providing the Deliverables. Supplier's failure to comply with University's directive or any other part of this provision may be cause for immediate termination of this Purchase Order. Supplier acknowledges that University may have obligations to report any allegations or incidents of discrimination, including sexual harassment. Supplier and employees, agents, contractors, and other persons affiliated with Supplier who are directly providing the Deliverables or present on University premises shall participate in any training as may be required by University from time to time, including training regarding sexual harassment and diversity and inclusion.
30. Criminal Background Investigations. If applicable, Supplier represents and warrants that Supplier has obtained, at its own expense and in a manner compliant with all applicable laws, a background screening for all of its employees who will be present on University premises. Such background screenings shall be completed consistent with current industry standards and shall, at a minimum, include the same degree of thoroughness as the background checks University conducts for its newly hired staff. Supplier shall update any background screening upon reasonable request by University and any request based upon the occurrence of any illegal activity involving Supplier or its personnel, or the reasonable suspicion of illegal activity shall be deemed reasonable. Supplier shall provide University with evidence of the completion of the required background screenings upon University's request. Alternatively, in the event Supplier is an individual, University may require Supplier complete a background check consistent with current industry standards at University's request. Supplier shall not hire, retain or engage any individual directly involved in the performance of services under this Purchase Order who has been convicted (felony or misdemeanor) of or entered into a court-supervised diversion program for any sexual offense, felony assault (including domestic violence related incidents), child abuse, molestation or other crime involving endangerment of a minor, murder or kidnapping. Supplier and Supplier's employees or agents directly performing services under this Purchase Order cannot be listed on any sex offender registry. Other convictions, such as misdemeanor assault, drug distribution activity, felony drug possession, and any other felony or crime involving moral turpitude may also render Supplier and Supplier's employees or agents ineligible to directly perform services under this Purchase Order, taking into consideration (a) the nature and gravity of the offense(s), (b) the time that has passed since the offense or conduct and/or completion of the sentence, and (c) the nature of the services being performed. Supplier shall ensure any third party with whom Supplier engages to provide any part of the services provided under this Purchase Order shall comply with the same restrictions, conditions, and requirements of this section in the same capacity as Supplier.
31. Logos or University Marks. Supplier shall not use or display any University name, logo, trademark, service mark (individually a "Mark" and collectively the "Marks") and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of Marks is expressly prohibited. Supplier shall not use University's name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Supplier's business.
32. Right to Audit Privilege. University reserves the right to audit or inspect work performed by Supplier under this Purchase Order. University may participate directly or through an appointed representative in order to verify that the services related to this Purchase Order have been performed in accordance to the procedures indicated.
33. Campuses. By virtue of the authority granted by the Board of Regents of University of Nebraska, each Campus may execute certain contracts on their own behalf. Supplier acknowledges one or more Campuses may, at University's election, participate under these terms.
34. 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.
35. Severability. The terms of this Purchase Order 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.
36. Survival. Provisions surviving termination or expiration of this Purchase Order are those which on their face affect rights and obligations after termination or expiration and also include provisions concerning indemnification, confidentiality, representations and warranties, and governing law and venue.
37. Waiver. A waiver of any term or provision of this Purchase Order 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 Purchase Order. 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.
38. Relationship of Parties. No agency, partnership or joint venture is created by this Purchase Order. 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.
39. Insurance. Supplier shall at its own expense obtain and maintain throughout the term of this Purchase Order 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 provided herein. If the Deliverables include providing technology services, software or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than $10,000,000.00 per occurrence and in the aggregate 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 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 Purchase Order. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier shall, upon request, include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to this Purchase Order by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.
40. 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 Purchase Order.
41. Export Controls. Supplier agrees to comply will all applicable U.S. laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and other commodities that may require a license from the applicable agency of the U.S. government. Supplier agrees to comply with export control laws, including the International Traffic in Arms Regulations (ITAR), 22 CFR 120-130, the Export Administration Regulations (EAR) 15 CFR 730-774, and the Foreign Assets Control Regulations 31 CFR 501-598. Any such export-controlled items, equipment, or information must be properly handled and labeled by Supplier as part of the Supplier's responsibility. The burden shall be on Supplier to prevent such export-controlled information from being improperly disclosed to University and shall obtain the appropriate license or approval from the relevant authorities or to invoke an available exception, exemption, or exclusion before disclosing any export controlled materials to University. In the event Supplier seeks to provide University with any such controlled disclosures, Supplier will so inform University in writing and shall not forward or provide any export-controlled information to University without the express written permission of the University official in charge of such matters. The name of such official shall be provided by University upon request.
42. Unavailability of Funding. Due to possible future reductions in State and/or Federal funds, University cannot guarantee the continued availability of funding of this Purchase Order notwithstanding the consideration contained within this Purchase Order. In the event funds to finance this Purchase Order become unavailable, either in full or in part, due to such reductions, University may terminate this Purchase Order 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 Purchase Order, 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 Purchase Order 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 date of the notice of termination. In the event of unavailability of funding, the University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.
43. Force Majeure. In the event that either party is unable to perform any of its obligations under this Purchase Order or to enjoy its benefits for any reason outside of that party's reasonable control, including, but not limited to, natural disaster, epidemic, pandemic or decrees of governmental bodies not the fault of the affected party (hereinafter referenced to as a "Force Majeure Event"), the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Purchase Order shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate this Purchase Order with immediate effect. Without limiting the foregoing, Supplier understands and agrees that, for the purposes of this force majeure clause and this Purchase Order, University as an instrumentality of the State of Nebraska to which the legal and law enforcement jurisdiction, emergency management, and life/health safety responsibilities have been delegated, shall have the sole right to determine whether or not there exists an epidemic/pandemic situation that should either limit public access to University or the travel of individuals to or from University, and may suspend performance under this Purchase Order temporarily or terminate this Purchase Order in part or in its entirety.
44. Copyright Warranty. Supplier warrants that the Deliverables sold, either alone or in combination with other materials, do not infringe upon or violate any patent, copyright trade secret, or any other proprietary right of any third party existing under laws of the United States or any foreign country. Supplier agrees to, at Supplier's own expense, to defend any and all actions or suits alleging such infringements and will save University, its regents, officers, employees, agents and students harmless in cases of such infringement.
45. Property Rights. University will possess all rights to any creations, inventions, trade secrets or other intellectual property and materials, including copyright or patents in the same, which arise out of, are prepared by, or are developed in the course of Supplier's performance. Work created by Supplier in connection with its performance under this Purchase Order (the "Work") shall belong to University as "work- made-for-hire" as such term is defined under 17 U.S.C. § 201, as amended. In the event such Work is not copyrightable subject matter or for any reason cannot legally be considered a work-made-for-hire, Supplier hereby assigns all right, title, and interest in and to the Work to University and shall execute all documents required to evidence such assignment. University's rights to any creations, inventions, other intellectual property and materials, including copyright, trade secrets, or patents in the same, which arise out of, are prepared by, or are developed in the course of Supplier's performance under this Purchase Order shall be exclusive and Supplier will not use, license or permit such works to be used for any other purpose. Upon termination of this Purchase Order for any reason, University shall have the exclusive right, without further obligation to Supplier, throughout the world, in all languages, and in perpetuity to use the Work in any manner it deems appropriate, including, without limitation, editing, altering and revising such Work. This provision shall survive the termination of this Purchase Order.
46. Hazardous Material. No asbestos containing material (ACM) or other hazardous material shall be brought onto University property and/or incorporated into the work without the written consent of University. Any ACM or other hazardous material found at any time including after termination or expiration of this Purchase Order to have been brought onto University property or incorporated into work by the Supplier or its employees or agents shall be removed and disposed of in accordance with the then-current governmental regulatory standards. All costs associated with such for inspection, sampling, testing, removal and disposal shall be paid by Supplier. Additionally, Supplier warrants that all materials ordered herein which have been classified by the Department of Transportation as hazardous materials for the purposes of transportation will be packaged, marked, labeled, and shipped in accordance with the provisions of Title 49, Code of Federal Regulations, Parts 100 thru 199, as amended. Any hazardous waste generated from the performance of this Purchase Order shall be properly disposed of by Supplier, in a timely fashion, in accordance with applicable laws and regulations. The cost for hazardous waste management and disposal is Supplier's responsibility.
47. 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. This includes effective communication and access to information and communication technology (ICT) resources for individuals with disabilities. If applicable, Supplier acknowledges and warrants that its ICT shall at all times during the term of this Purchase Order conform to the W3C Web Content Accessibility Guidelines, version 2.1 (WCAG 2.1) at conformance level A and AA. If ICT does not fully conform to WCAG 2.1, A and AA, Supplier shall, prior to acceptance of this Purchase Order, advise University in writing of the nonconformance. Upon acceptance of this Purchase Order, Supplier will provide University a mutually agreed upon Supplier accessibility remediation plan (VARP) including a timeline under which Supplier shall achieve conformance.
    

    If during the term of this Purchase Order, Supplier fails to maintain compliance with WCAG 2.1A and AA or University otherwise identifies an issue related to accessibility of the ICT that renders the application 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 (1) fail to develop a mutually agreed upon VARP; (2) fail to achieve conformance as described in the VARP; (3) fail to acknowledge receipt of University's notice of non-compliance; or (4) 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 this Purchase Order, and grounds for immediate termination of this Purchase Order. In the event University elects to terminate this Purchase Order it shall be entitled to a pro-rated refund of fees paid by University for the remainder of the term.

48. Technology Access Assurances. In accordance with Neb. Rev. St. § 73-205, the University is committed to ensuring that all information and communication technology (ICT), developed, leased, or owned by the University affords equivalent access to employees, program participants and members of the public with disabilities, as it affords to employees, program participants and members of the public who are not persons with disabilities.
    

    By entering into this Purchase Order, Vendor understands and agrees that if Supplier is providing a product or service that contains ICT and such ICT is intended to be directly interacted with by the user or is public-facing, such ICT must provide equivalent access, or be modified during implementation to afford equivalent access, to employees, program participants, and members of the public who have and who do not have disabilities. Supplier may comply with this section by complying with Section 508 of the Rehabilitation Act of 1973, as amended, and its implementing standards adopted and promulgated by the U.S. Access Board.

    ICT means information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic data and information, as well as any associated content. Supplier hereby agrees ICT includes computers and peripheral equipment, information kiosks and transaction machines, telecommunications equipment, customer premises equipment, multifunction office machines, software, applications, web sites, videos, and electronic documents. For the purposes of these assurances, ICT does not include ICT that is used exclusively by a Supplier.

49. Data Privacy Laws. Supplier shall comply with all international, federal, state, and/or local data privacy laws, including, but not limited to, the European Union General Data Protection Regulation.
50. Information Security Audits. If Supplier provides remote hosting (cloud computing) solutions to University, Supplier will, prior to acceptance of this Purchase Order and annually thereafter while such Purchase Order is effective (as well as promptly after any security breach), engage an independent CPA firm to conduct a review of controls over security, availability, processing integrity, confidentiality and privacy related to Supplier's information technology system. Such review will be conducted at Supplier's expense and in accordance with the AICPA's Statements on Standards for Attestation Engagements No. 16 ("SSAE") Service Organization Controls Type 1 or Type 2 report (SOC 1/SOC 2). Supplier will provide University with a copy of the SOC report within thirty (30) days of University's request. If exceptions are noted in the SOC audit, Supplier will document a plan to promptly address such exceptions and will implement corrective measures within a reasonable period. Supplier will provide a copy or summary of the exception remediation plan within thirty (30) days of University's request and keep University informed of progress and completion of corrective measures. If a SOC audit has not been conducted in the past twelve (12) months and Supplier is unable to provide associated SOC reports, at University's request, Supplier will appoint a qualified CPA firm to conduct a SOC audit and shall provide University with a copy of each applicable SOC report at Supplier's expense. To the extent the SOC reports provided to University do not satisfy University's reporting or audit requirements, University may conduct its own audits at its expense.
51. Confidentiality.
    1. 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.
    2. 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.
    3. Return or Destruction. Upon termination or expiration of this Purchase Order 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, 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 Purchase Order in relation to any Confidential Information retained pursuant to this subsection for as long as it is retained.
    4. 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).
    5. Term. The obligations of this section shall survive termination or expiration of this Purchase Order (i) for a period of two (2) years from the date of termination or expiration of this Purchase Order and (ii) indefinitely in relation to Confidential Information retained under subsection (c) of this section.
52. Sponsored Project. If this Purchase Order is related to a subcontract under an externally funded sponsored project award, the applicable clauses of the award are incorporated herein.
53. Federal Flowdown Provisions for Federally Funded Grants (if applicable). The University has entered into an agreement with either the U.S. Government, or another entity who has itself entered into an agreement with the U.S. Government. That agreement requires that certain federal grant provisions be made a part of any subsequent Purchase Order issued by University related to furthering the performance or deliverables required under that agreement.
    

    Where necessary to make the context of these provisions applicable to this Purchase Order, the term "contractor" shall mean "Supplier," the term "contract" shall mean "this Purchase Order," and the terms "Government," "contracting officer," and equivalent phrases shall mean "University." Supplier hereby agrees to flowdown the applicable clauses to its lower-tier subcontractors, and agrees that the clauses are in effect between it and University, as applicable.

    1. Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c). All contracts and subgrants in excess of $2,000 for construction or repair awarded by recipients and subrecipients shall include a provision for compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which one is otherwise entitled. The recipient shall report all suspected or reported violations to the Federal awarding agency.
    2. Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7). When required by Federal program legislation, all construction contracts awarded by the recipients and subrecipients of more than $2,000 shall include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the Federal awarding agency.
    3. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333). Where applicable, all contracts awarded by recipients in excess of $100,000 that involve the employment of mechanics or laborers shall include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 1 1/2 times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirement of 40 U.S.C. 3704 is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
    4. Rights to Inventions Made Under a Contract or Agreement. If a Federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.02(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment, or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR part 401, "Rights to Inventions made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency.
    5. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended. Contracts and subgrants of amounts in excess of $150,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
    6. Access to Records (OMB Circular A-110, .48(d)). All negotiated contracts (except those for less than the small purchase threshold) awarded by recipients shall include a provision to the effect that the recipient, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the contractor which are directly pertinent to a specific program for the purpose of making audits, examination, excerpts and transcriptions.
    7. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
    8. Domestic Preference for Procurements. As appropriate and to the extent consistent with law, the University will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this section, "produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States, and "manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.