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

These University of Nebraska Invoice Terms and Conditions ("Invoice Terms") set forth the terms of sale between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska ("University"), which is composed of a chief governing administrative unit (University of Nebraska System), 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 purchaser ("Buyer") of goods, services, or both ("Deliverables") identified in an invoice referencing these Invoice Terms ("Invoice").

These Invoice Terms only apply to transactions that do not have a written sale agreement duly executed by both parties.

1. Entire Agreement. If this Invoice refers to Buyer's bid or proposal, this Invoice is an acceptance of Buyer's offer to buy in accordance with the terms and conditions of the solicitation identified in Buyer's bid or proposal. If a bid or proposal is not referenced, this Invoice is an offer to sell, subject to Buyer's acceptance, demonstrated by Buyer's payment or written acceptance of this Invoice. Any counteroffer to buy automatically cancels this Invoice, unless a change order is issued by University accepting a counteroffer. This Invoice shall supersede and control over any Buyer 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 Buyer under this Invoice shall be sufficient if in writing, mailed, or delivered to Buyer at the address provided on this Invoice. All written notices so given shall be deemed effective upon receipt.
2. Payment. In consideration for the Deliverables, Buyer shall pay or cause to be paid to University the amount set forth in this Invoice within thirty (30) days of the date of this Invoice unless expressly stated otherwise in this Invoice. Any amount not received by the due date will be subject to interest on the unpaid principal balance at the rate specified in Neb. Rev. Stat. § 45-104.02, as such rate may from time to time be adjusted. University shall have the continuing right to review Buyer's creditworthiness. University may at any time demand advance payment, additional security, or guarantee of prompt payment. Buyer's failure to provide such payment, security, or guarantee so demanded shall be a material breach of the terms and conditions of this Invoice. Buyer agrees to pay University the cost of collection, including without limitation reasonable attorneys' fees, of any overdue amount set forth in this Invoice incurred by University.
3. Delivery. All shipments are to be made F.O.B. shipping point, according to the shipping information provided in the Invoice.
4. Termination. In addition to any other remedies the party may have under law or equity, a party may terminate this Invoice for cause: (i) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; (ii) if the other party files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it; (iii) if the other party is declared insolvent; or (iv) if, in its performance hereunder, the other party recklessly or willfully violates applicable law. A party may terminate this Invoice for its convenience upon sixty (60) days prior written notice to the other party. Upon termination, Buyer shall promptly pay University for fees incurred up to and including the effective date of termination.
5. 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 Invoice 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 Invoice 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 Invoice (i) for a period of two (2) years from the date of termination or expiration of this Invoice and (ii) indefinitely in relation to Confidential Information retained under subsection (c) of this section.
6. Intellectual Property. If while providing the Deliverables University develops any creation, invention, or other intellectual property, including copyright or patents in the same (collectively, "Intellectual Property"), that incorporates or requires use of the materials provided by Buyer or Buyer's Confidential Information, University shall promptly notify Buyer and all right, title, and interest to such Intellectual Property shall vest solely and exclusively in Buyer upon payment of all fees and costs owed to University. All right, title, and interest to any Intellectual Property developed by University while providing the Deliverables that does not incorporate or require use of materials provided by Buyer or Buyer's Confidential Information (e.g., improvements in methodology, processes, or equipment that do not incorporate materials provided by Buyer or Buyer's Confidential Information) shall vest solely and exclusively in University. The parties shall execute any and all assignments or other documents necessary to effect the foregoing.
7. Equipment. As between Buyer and University, equipment, supplies, and materials purchased or produced under this Invoice shall be owned by University unless expressly stated otherwise in this Invoice.
8. Independent Contractor. The parties are independent contractors and each shall be solely responsible for maintenance and payment of any and all applicable taxes, insurance, social security deductions, and the like that may be required by federal, state, or local law with respect to any sums paid under this Invoice. Buyer is not University's agent or representative and has no authority to bind or commit University to any agreements or other obligations.
9. Liability. To the fullest extent allowed by law, Buyer shall defend, indemnify, and hold harmless University, its regents, officers, employees, agents, and students for any loss, claim, damage, expense, or liability of any kind arising out of or in connection with the performance or nonperformance of Buyer and its officers, employees, agents, and subcontractors under this Invoice or Buyer's use or the results of the Deliverables. University's aggregate liability however caused and on any theory of liability arising out of or related to this Invoice shall not (a) include liability for any consequential, incidental, or indirect damages or (b) exceed Buyer's fees paid to University under this Invoice.
10. Representations and Warranties. ANY GOODS INCLUDED IN THE DELIVERABLES ARE PROVIDED "AS IS." UNIVERSITY DOES NOT MAKE ANY AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, WHETHER TANGIBLE OR INTANGIBLE OR DEVELOPED UNDER THIS INVOICE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES REGARDING THE CONDITION OF ANY GOODS INCLUDED IN THE DELIVERABLES, AND WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Buyer certifies that it is duly authorized to accept this Invoice and that in doing so, Buyer is not in breach of any agreement or obligation to a third party.
11. Force Majeure. Neither party shall be deemed to be in breach of this Invoice or liable for damages if its performance of any obligation under this Invoice (except the payment of money) is prevented or delayed by causes beyond its reasonable control, such as acts or omissions of communications carriers, energy shortages or outages, strikes or labor disputes, fires, floods, inclement weather, epidemics, pandemics, acts of God, war, terrorism, civil disturbances or acts of civil or military authorities.
12. Assignment. This Invoice is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void.
13. Governing Law and Forum. This Invoice 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 hereunder shall be in the state courts located in Lancaster County, Nebraska. It is understood and agreed that any legal action by Buyer in relation to the Invoice may only be instituted in accordance with the provisions of the Nebraska State Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306).
14. Severability. The terms of this Invoice 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.
15. Nondiscrimination. Buyer agrees that neither it nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this Invoice, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment Practice Act (Neb. Rev. Stat. §§ 48-1101 to 48-1125).
16. Logos or University Marks. Buyer shall not use or display any University campus 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 University Marks is expressly prohibited. Buyer agrees it will 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 Buyer's business.
17. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, and part of this Invoice 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 Buyer (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, Buyer agrees to defend any challenge to such requested redactions at its own expense. Buyer'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.
18. Conflict of Interest. Buyer shall certify, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to this Invoice or provide to University a disclosure statement that describes all relevant information concerning any potential conflict of interest under this Invoice. In the event the potential conflict of interest cannot be resolved, University may declare this Invoice void and of no further force or effect and University shall have no further obligations under this Invoice.
19. Compliance. Buyer 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.
20. 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. Buyer acknowledges one or more Campuses may perform under this Invoice.
21. Survival. Provisions surviving termination or expiration of this Invoice are those which on their face affect rights and obligations after termination or expiration and also include provisions concerning indemnification, confidentiality, and governing law and venue.
22. Waiver. A waiver of any term or provision of this Invoice 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 Invoice. 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.
23. 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 Invoice, express or implied.