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/m edi a/u nca/docs/offices-and-policies/policies/policies/un iversity-of-n ebraska-travel-policy.pdf).University,
<br /> in its discretion, may decline to reimburse expenses that are not pre-approved or fail to comply with
<br /> applicable policies and procedures. Supplier agrees that it is solely responsible for payment of income,
<br /> social security, and other employment taxes due to the proper taxing authorities, and that University will not
<br /> deduct such taxes from any payments to Supplier hereunder, unless required by law.
<br /> 3. Purchase Order Requirement.
<br /> a. A purchase order shall be issued by University to Supplier for payment in accordance with the
<br /> terms of this Agreement.All invoices submitted by Supplier shall make reference to the appropriate
<br /> purchase order number to be eligible for payment.
<br /> b. The parties agree that the terms and conditions of this Agreement shall prevail, notwithstanding
<br /> contrary or additional terms, in any purchase order, sales acknowledgment, confirmation or any
<br /> other document issued by either party affecting the products and services provided under this
<br /> Agreement.
<br /> 4. Term. The initial term of this Agreement shall commence on the Effective Date and continue for 5
<br /> years thereafter ("Initial Term"). This Agreement may be renewed for an additional 5 year term (the
<br /> "Renewal Term") by mutual written agreement of the parties. Collectively the Initial Term and Renewal
<br /> Term(s) shall be referred to as the"Term."
<br /> 5. Confidentiality."Confidential Information"shall mean any materials, written information, and data
<br /> marked "Confidential" by University or non-written information and data disclosed by University that is
<br /> identified at the time of disclosure to Supplier as confidential or is reasonably understood by Supplier to be
<br /> confidential. Supplier agrees to protect and maintain Confidential Information in strict confidence for a
<br /> period of three (3) years from the date of expiration or earlier termination of this Agreement and, upon
<br /> request of University, return or destroy all materials containing such Confidential Information.
<br /> Notwithstanding the foregoing, Supplier shall be entitled to retain archival copies of Confidential Information
<br /> for legal, regulatory, or compliance purposes.The obligations of this paragraph do not apply to information
<br /> that is in the public domain;independently known, obtained,or discovered by Supplier;or hereafter supplied
<br /> to Supplier by a third party without restriction. If Supplier is compelled by law to disclose any Confidential
<br /> Information, it shall provide University with prior notice of such compelled disclosure (to the extent legally
<br /> permitted) and reasonable assistance, at University's cost, if University wishes to contest the disclosure.
<br /> 6. Property Rights.
<br /> a. For purposes of this Section 6, "Intellectual Property" shall mean,whether or not reduced to
<br /> writing, all copyrights, patent applications, issued patents, including reissues, renewals,
<br /> continuations, and divisions of the foregoing, know-how, proprietary data, ideas, discoveries,
<br /> inventions, improvements,technology,trade secrets, methods, procedures, formulae, processes,
<br /> technical and non-technical data, trade secrets, design rights, trademarks,trade names, trade
<br /> dress, related source identifiers, works, and other proprietary rights relating to intangible property,
<br /> and any applications or registrations of the foregoing, any rights arising from registration of any of
<br /> the foregoing, and any right to sue for past or future infringement of the foregoing.
<br /> b. University acknowledges and agrees that, as between the parties, Supplier owns all Intellectual
<br /> Property that (i) was the property of Supplier prior to the execution of this Agreement and (ii) is
<br /> independently developed or acquired outside the scope of this Agreement ("Pre-Existing
<br /> Intellectual Property"). In addition, Supplier shall own any Intellectual Property, developed in
<br /> connection with this Agreement, that is an improvement of, or direct derivative of, Supplier's Pre-
<br /> Existing Intellectual Property and know-how.
<br /> {oo056454.00cx;31 Page 2
<br /> Title:Master Agreement-Expenditure
<br /> Revised:220727
<br /> Effective:220804
<br /> City Council 11 — 25 3/3/2026
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