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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 />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 />
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