Purchasing Agreement Software Licensing Agreement # 1) Definitions

Transcription

1 Purchasing Agreement Software Licensing Agreement # The Agreement to furnish certain Software and associated Support and Maintenance described or referenced herein ( Services ), is effective [agreement effective date here in the format [Month] [Date], [Year]] ( Effective Date ), and is made by and between The Regents of the University of California, a California public corporation ( UC ) on behalf of the University of California, [ name of campus], and [add name of supplier] ( Supplier ). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority. 1) Definitions a) "Documentation" means, collectively all materials Supplier publishes or otherwise makes available to UC, including all user, operator, system administration, technical, support and other manuals and all other materials, that describe or otherwise relate to the Software s functional, operational and/or performance capabilities. b) "Enhancements" means any improvements, modifications, upgrades, updates, fixes, revisions and/or expansions to the Software that Supplier may develop or acquire and incorporate into its standard Version of the Software or that Supplier has elected to make generally available to its licensees who are on a support and/or maintenance plan. Enhancements will include any re-platformed Software, whether for different operating systems or hardware. c) Location means an entity entitled to execute Order Forms under the terms of this Agreement. For purposes of this Agreement, a Location shall include but not be limited to: UC s Office of the President, each campus of UC, each medical center of UC, UC s Division of Agriculture and National Resources, the Lawrence Berkeley National Laboratory, University of California Hastings College of the Law, UC's foundations, UC's alumni associations, and other nonprofit entities affiliated with UC. d) Software means Supplier s computer programs, licensed to UC pursuant to this Agreement, that provide the functionality and/or produce the results described in the Statement of Work attached as Attachment A and the Documentation, including without limitation all Enhancements thereto, all interfaces, and all Third Party Software, including open source software. e) Software Error means what UC, in its sole discretion believes is an error that causes the Software not to conform to, or produce results in accordance with, the Documentation. f) "Support and Maintenance" means the technical support, error correction services and support, and Enhancements provided by Supplier to UC in order to use, maintain and enhance the Software, at no less than the levels and in the manner described in the Statement of Work attached as Attachment A and the Documentation. g) Support and Maintenance Commencement Date means the first day of the month following the month in which the Warranty Period ends. h) Term License Commencement Date means the first day that the Software is installed. i) Third Party Software means any Software provided by Supplier to UC that Supplier licensed from a third party and is to be delivered by Supplier to UC in connection with the Software. Revised 12/1/17 Page 1 of 12

2 j) UC Business means, with respect to the Software, that UC may: i) perform the functions set forth in Section 4 herein; perform quality assurance, and make backup and archival copies as UC needs; and i provide access to any of UC s authorized consultants, auditors, contractors, counsel and other representatives for the purpose of providing assistance to UC in the ordinary course of UC s operation of the Software. k) Version means one of a sequence of copies of the Software, each incorporating new modifications commonly identified by a number in the form X.Y, where X is the Version number and Y is the release number. An increment in X (with Y reset to zero) signifies a substantial increase in the function of the Software or a partial or total re-implementation, whereas Y increases each time the Software is changed in any way and rereleased. l) Warranty Period means a period of ninety (90) days after UC s purchase of the Software. 2) Statement of Work Supplier agrees to provide the Services described in the statement of work attached as Attachment A ( Statement of Work ) and any other documents referenced in the Incorporated Documents section herein. Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount of Services from Supplier. 3. Scope of Agreement a) The Software and/or Support and Maintenance included under this Agreement are as follows: [list the functionality and name(s) of the included products and/or services here.] b) Supplier agrees to extend pricing and Services to the California State University institutions (CSU) and the California Community Colleges (CCC) under the following conditions: i) Supplier agrees to extend the same product pricing and Services to CSU and CCC under the terms of this Agreement, but under separate agreements with CSU and CCC. All contractual administration issues regarding this Agreement (e.g. terms and conditions, extensions, renewals, etc.) will remain UC s responsibility. Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual CSU or CCC campuses will be addressed, administered, and resolved by Supplier and the appropriate CSU or CCC campus. UC, CSU and CCC are separate and distinct governmental entities. As such, CSU s and CCC s administrative units and campuses are financially separate from UC and will be responsible for their respective individual commitments, financial and otherwise. 4. Grant of License a) Supplier hereby grants to UC a perpetual [Replace perpetual with other duration/term (i.e. annual ) as appropriate depending upon the type of license being purchased], irrevocable, unlimited user [replace unlimited user with other quantity and metric as appropriate], non-exclusive, worldwide, fully paid-up right and license for UC and the users authorized by UC to use, reproduce, prepare derivative works of, transmit, and publicly perform the Software and Documentation to conduct UC Business at any and all Revised 12/1/17 Page 2 of 12

3 locations where UC Business may be conducted and in any media now known or hereafter known. b) If Supplier eliminates any functionality of any of the Software and subsequently offers that functionality in other or new products (whether directly or indirectly through agreement with a third party), then the portion of those other or new products that contain the functionality in question, or the entire product if the functionality cannot be separated out, will be licensed to UC at no additional charge and under the terms of this Agreement, including Support and Maintenance for such Software. If Supplier incorporates the functionality of the Software into a newer product and continues to offer both products, UC may, in its sole discretion, exercise the option to upgrade to the newer product at no additional cost. Regardless of whether the functionality of the Services is impacted, Supplier will notify UC of any name changes in any Services within the earlier of thirty (30) calendar days of such change or thirty (30) calendar days of when UC asks whether Supplier has made any name changes in the Services. c) UC at its sole discretion may make and use a reasonable number of copies of the Software and Documentation for UC Business and for backup, disaster recovery/use and archival purposes. UC retains the right to keep backup, disaster recovery and archival copies at a third party disaster or data recovery site that is geographically separate from UC. d) Should UC determine that it is in its best interest to change the location of its current operations, UC will have the right to use the Software and associated Support and Maintenance in both locations at no additional cost for a transition period not to exceed twelve (12) months. e) When the Software is used in a virtual machine environment, UC will have the following rights: i) When the Software is used in a virtual environment, licensing costs to accomplish the same functionality will be no higher than they would be in a functionally identical physical environment. UC has the right to use the Software on a processing complex, with the pricing equivalent of a single computer regardless of the number of CPUs or tier grouping. i UC has the right to use the Software on hardware using multi-core processors, with the pricing equivalent of a single computer. 5. License Restrictions UC understands and agrees that, except as permitted by this Agreement, it may not: (a) sell, assign, lease, license, sublicense or otherwise distribute the Software or Documentation, except for UC Business, which shall not include: a) using the Software for the purposes of providing commercial data processing services to third parties, such as commercial use in a service bureau, timesharing, remote batch, or other similar commercial operation; (b) creating or attempting to create, or permitting others to create or attempt to create, by reverse engineering or other process, the Software; and (c) exporting, re-exporting, diverting or transferring the Software or Documentation to any country that is embargoed by law. 6. Acceptance This section supersedes Article 4 of the UC Terms & Conditions of Purchase. UC will have ninety (90) calendar days from the date of receipt of the Software to determine whether it complies in all material respects with the Documentation. Within Revised 12/1/17 Page 3 of 12

4 this period, UC will notify Supplier whether it has accepted the Software ( Accept ) or whether it has identified discrepancies with the Documentation ( Reject ). If UC Rejects the Software, UC will provide a written list of items that must be corrected (the Reject Notice ). On receipt of the Reject Notice, Supplier will promptly commence, at no additional charge to UC, reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Software as will permit it to be ready for retesting and review, but in no event will such corrective measures be performed more than twenty (20) calendar days from receipt of the Reject Notice. After UC receives Software from Supplier that addresses the items in the Reject Notice, UC will again have ninety (90) calendar days to determine whether the Software complies in all material respects with the Documentation. If UC Accepts the Software, it will issue a written Acceptance Notice. The date of such Acceptance Notice will be deemed the Acceptance Date. If UC determines the Software, as revised, still does not comply in all material respects with the Documentation, UC may either: (1) afford Supplier the opportunity to repeat the correction and modification process as set forth above at no additional cost or charge to UC, or (2) at UC s sole discretion, terminate this Agreement. The foregoing procedure will be repeated until the Software is Accepted or UC terminates the Agreement. In the event of termination, Supplier will refund to UC within ten (10) business days of written notice of termination, all sums paid to Supplier by UC under this Agreement, including all prepaid Support and Maintenance fees. 7. Support and Maintenance During the term of this Agreement Supplier will provide UC with ongoing Support and Maintenance at no less than the levels and in the manner(s) specified herein. a) Supplier will make available the Support and Maintenance for the current Version and three (3) prior Versions of the Software; provided, however, that Supplier may withdraw such Support and Maintenance if Supplier is withdrawing Support and Maintenance from all of its customers and Supplier provides UC with not less than twelve (12) months advance written notice. b) The Grant of License will be unaffected by subsequent Support and Maintenance renewals, cancellations, or order documents. c) Upon UC s payment of the Support and Maintenance Fee, Supplier hereby grants UC the right to use Support and Maintenance to conduct UC Business at any and all locations where UC Business may be conducted. d) UC may, in its sole discretion, discontinue Support and Maintenance on any of the Software with no effect on other Support and Maintenance, or other Software. e) If UC opts to discontinue Support and Maintenance on any of the Software and subsequently determines in its sole discretion to reinstate Support and Maintenance on that Software, then it may do so at the rates specified in this Agreement and will not be subject to any reinstatement or back payment of fees. f) As part of the Support and Maintenance, UC will receive at its option the general help desk offered by Supplier to its other customers. Irrespective of Supplier s general Support and Maintenance offerings, Supplier will provide UC at UC s option with the following Support and Maintenance: i) Supplier will provide telephone and online assistance to UC for the purpose of answering questions relating to the Software, including (a) clarification of functions and features of the Software; (b) clarification of the Documentation; (c) guidance in the operation of the Software; and (d) error Revised 12/1/17 Page 4 of 12

5 verification, analysis, and correction, including the failure to produce results in accordance with the Documentation. Such assistance will be provided by Supplier twenty-four (24) hours a day, seven (7) days a via a toll-free telephone number and live, online chat staffed by help desk technicians sufficiently trained and experienced to identify and resolve most support issues and who will respond to all UC requests for support within fifteen (15) minutes after receiving a request for assistance. i Supplier will provide a current list of persons and telephone numbers for UC to contact to enable UC to escalate its support requests for issues that cannot be resolved by a help desk technician or for circumstances where a help desk technician does not respond within the time specified herein. g) The following provisions will be applicable to the correction of Software Errors: i) If UC detects a Software Error, then UC will by telephone or notify Supplier of the Software Error. Supplier will deliver to UC and keep current a list of persons and telephone numbers (the Calling List ) for UC to contact in order to obtain corrections of Software Errors. The Calling List will include: (1) the first person to contact if a question arises or problem occurs; and (2) the persons in successively more responsible or qualified positions to provide the answer or assistance desired. If Supplier does not respond promptly to any request by UC for telephone consultative service, UC may attempt to contact the next more responsible or qualified person on the Calling List until contact is made and a designated person responds to the call. i Supplier will respond within two (2) hours to UC s initial request for assistance in correcting or creating a workaround for a Software Error. Supplier s response will include assigning fully-qualified technicians to work with UC to diagnose and correct or create a workaround for the Software Error and notifying UC s representative making the initial request for assistance of Supplier s efforts, plans for resolution of the Software Error, and estimated time required to resolve the Software Error. iv) Within twenty-four (24) hours after UC first reports the Software Error, Supplier will provide a correction or workaround acceptable to UC. Supplier s correction process will include assigning fully-qualified technicians to work with UC without interruption or additional charge. v) If Supplier fails to provide a reasonable correction or workaround within twenty-four (24) hours Supplier will pay UC, as a price adjustment reflecting the reduction of value UC will incur as a result of the Software Error and not as a penalty or compensation for damage, the sum of 1/365 of the Support and Maintenance Fee, expressed as an annual charge, for each additional day or part thereof that Supplier fails to provide a reasonable correction or workaround for the Software Error. vi) The Project Managers, or such persons as otherwise designated by UC and Supplier, will serve as said parties' contacts for all communications relating to Support and Maintenance. Each party may change its own contact person by written notice to the other party. h) The following provisions will set forth Supplier s obligations to provide Enhancements: i) Supplier will generally enhance and improve the Software for as long as UC elects to receive and pays for Support and Maintenance. Revised 12/1/17 Page 5 of 12

6 Supplier will provide to UC during the Support and Maintenance term for use in accordance with this Agreement, at no additional charge, (a) any and all Enhancements which it develops with respect to the Software; (b) any and all Enhancements necessary to operate the Software on the versions of the operating system software UC uses; (c) any and all Enhancements necessary to maintain compatibility with all Third Party Software that UC uses with the Software; (d) any and all Enhancements required by federal or state governmental, or professional regulatory mandates related to UC s use of the Software; and (e) the Documentation associated with any Enhancements. 8. Training i Supplier will provide Enhancements to UC upon the Enhancements general release and no later than the time when the first five percent (5%) of Supplier's customers receive the Enhancements. iv) UC, in its sole discretion, will have the right to use the most recent Version of the Software or any of the three (3) Versions immediately preceding the most recent Version of the Software. v) Except as otherwise provided in a signed addendum to this Agreement, nothing herein will obligate Supplier to enhance the Software in any particular respect or on any particular date. The decision as to whether, and/or when, to enhance the Software will be at Supplier s discretion. i) Supplier will provide UC with advance notice of proposed product changes as well as product road maps relating to the Software and/or Support and Maintenance. a) Supplier will provide UC with training for the purposes of understanding and using the Software ( Training Services ). Supplier will provide Training Services as detailed below at no additional cost to UC. Supplier will provide Training Services at mutually agreeable dates, times and locations, but no later than one hundred eighty (180) calendar days following the Effective Date of this Agreement. 9. Term of Agreement/Termination 1 The initial term of this Agreement will be from Date and through 2021(Initial Term) and is subject to earlier termination as provided below. 2 UC may renew the Agreement for 2 successive one (1)-year periods (each, a Renewal Term) by providing Supplier with at least 60 calendar days written notice before the end of the Initial Term or any Renewal Term. 3 UC may terminate this Agreement for convenience by giving Supplier at least 30 calendar days' written notice. 4 UC or Supplier may terminate this Agreement for cause by giving the other party at least 30 calendar days' notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement. e) [For perpetual software licenses, this section applies.] Revised 12/1/17 Page 6 of 12

7 UC may terminate this Agreement upon 30 calendar days written notice. Following termination, UC will retain the right to (a) use the Software in the quantity initially purchased for UC Business, (b) use and make copies of the Documentation in conjunction with such use, and (c) make a reasonable number of copies of the Software solely for back-up or archival purposes. f) [ this section applies for agreements that include term licenses.] If the license granted under this Agreement is not perpetual, then upon a complete or partial termination of this Agreement for any reason, the license will continue for up to twelve (12) so that UC may transition to an alternative solution. During the transition period, UC may at its sole discretion: (a) continue to use the Software and Documentation, or any portion, in the quantity initially purchased for UC Business; (b) make copies of the Documentation in conjunction with such use; (c) make copies of the Software solely for back-up or archival purposes; and (d) obtain from Supplier continued Support and Maintenance. 10. Purchase Order Unless otherwise provided in this Agreement, Supplier may not begin providing Services until UC approves a Purchase Order for the Services. 11 Pricing, Invoicing Method, and Settlement Method and Terms The Invoicing Method, and Settlement Method and Terms are addressed below. Pricing is addressed as follows: [ name of software and/or software maintenance product, list price, UC cost per unit: per install, per named user, site license) of each type of software and support and maintenance product, quantity initially being acquired] a) Invoicing Method Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, Supplier will be required to use the following Invoicing Method: i) All invoices must clearly indicate the following information: California sales tax (if applicable) as a separate line item; UC Purchase Order or Release Number; Description, quantity, catalog number and manufacturer number of the item ordered; Net cost of each item; Any pay/earned/dynamic discount; Reference to original order number for all credit memos issued; Supplier will submit invoices following the designated invoice method directly to UC Accounts Payable Departments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement. b) Settlement Method and Terms Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, the Settlement Method and Terms will be as follows: Net 30/. Revised 12/1/17 Page 7 of 12

8 c) If UC disputes an invoiced amount, then UC and Supplier will work to resolve the dispute, during which time UC may suspend the payment of all disputed amounts and all of Supplier s obligations will continue unabated. At UC s option, UC purchases of additional licenses will be on a quarterly basis where an order will be issued to Supplier at the end of each quarter for those additional licenses that UC began using during that quarter ( True-up ). d) If this Agreement includes term licenses and/or Support and Maintenance, then: i) Any term licenses or Support and Maintenance acquired during the initial purchase will be provided by Supplier to UC for an initial one (1) year term (the Initial Term ) commencing on the Term License or Support and Maintenance Commence Date, as the case may be. The Initial License Term will be renewable for successive one (1) year terms ( Extension Terms, and collectively with the Initial License Term, the License Term ) upon written notice from UC to Supplier. Commencing on the Term License and/or Support and Maintenance Commencement Date, Supplier will provide the term licenses or Support and Maintenance for initial term of 3 years and successive one (1) year terms, renewable at UC s sole discretion. For each term license or Support and Maintenance term, UC will pay the associated fees no later than the annual anniversary of the Term License or Support and Maintenance Commencement Date. i UC will exercise its option for term licenses/support and Maintenance renewals by providing Supplier with written notice at least thirty (30) days before each annual anniversary of the Term License or Support and Maintenance Commencement Date. iv) If UC opts to renew term licenses or Support and Maintenance, the associated fee in the renewal period will be the lowest of the following, provided that the associated fee will, at all times, be equal to or less than the lowest rate Supplier charges its other licensees for similar term licenses or Support and Maintenance: i) Supplier s then-current list price for the term licenses or Support and Maintenance as of the renewal date; the immediately preceding year s fee plus the amount of the annual increase in the Consumer Price Index-All Index; and i the immediately preceding year s fee plus three percent (3%). v) Any additional term licenses acquired by UC will be co-terminus with the license period of the initially acquired term licenses. e) Taxes that UC pays for the Software purchase by UC under this Agreement will be based on the current sales and use tax regulations of the State of California as they apply to Software purchases. Supplier must pay all other taxes. f) To support the California Sales and Use tax exempt status of electronically downloaded software allowed under California law, Supplier invoices for all purchases made under this Agreement must include the following text, whenever applicable: All products purchased under this Agreement are available via electronic download only. No tangible media or documentation will be available or shipped under this Agreement. Access to the products purchased under this Agreement is in no way dependent upon any tangible media that may have been received prior to, or separately from this Agreement. Revised 12/1/17 Page 8 of 12

9 12. Distribution a) All products purchased under this Agreement are available via electronic download only. No tangible media or documentation will be available or shipped to UC under this Agreement. Access to the Software purchased under this Agreement is in no way dependent upon any tangible media that may have been received prior to, or separately from this Agreement. b) UC retains the right to distribute the Software internally via electronic information technology networks and mechanisms. c) Supplier will not send UC any Software that UC is not licensed to use unless it includes some protection (such as license keys) that will protect UC from having unlicensed Software erroneously installed. UC retains the right to remove any unlicensed Software in case of erroneous installation. 13. Notices As provided in the UC Terms and Conditions of Purchase, notices may be given by overnight delivery or by certified mail with return receipt requested, at the addresses specified below. Additionally, notices by will be considered legal notice if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE To UC, regarding contract issues not addressed above: Name Phone Address To Supplier: Name Phone Address 14. Insurance Supplier must deliver the Certificate of Insurance to UC s Buyer, by mail or overnight delivery. Additionally, this requirement will be considered satisfied if a PDF version of the Certificate of Insurance is sent by and includes the following text in the Subject field: CERTIFICATE OF INSURANCE [insert Supplier name]. 15. Service-Specific Provisions a) Data: i) All data created and/or processed by the Software through UC s use of the Software is and will remain the Revised 12/1/17 Page 9 of 12

10 property of UC. Supplier will not have any rights in or to the data of UC. Any documents, forms, compilations and/or spreadsheets that are generated from the utilization of the functionality of the Software can be used by UC in its ordinary course of business, including but not limited to UC sharing such documents with Third Parties. i In the event that UC develops any enhancements, modifications, improvements, expansions and revisions of or to the Software (collectively, the Licensee Modifications ), all right, title and interest in and to such Licensee Modifications, as well as related copyright, patent, trade secret, and other related proprietary rights therein, will rest with UC, provided that UC agrees that it will only use such Licensee Modifications for UC Business. UC will have no obligation to make such Licensee Modifications available to Supplier, but to the extent that Licensee Modifications are provided to Supplier, they will be provided AS IS, WITHOUT WARRANTY OF ANY KIND, AND UC SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. b) Additional Warranties i) UC will have the right to return the Software for any reason, and will receive a full refund of all payments during the Warranty Period. Software Warranty. Supplier represents and warrants that the Software provided to UC under this Agreement will conform to, function, and produce results substantially in accordance with the Documentation. Supplier will offer UC warranty coverage equal to or greater than that offered by Supplier to any of its customers. i Disabling Code Warranty. Supplier represents, warrants and agrees that the Software does not contain and will not receive from Supplier any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design, including surveillance Software or routines which may, or is designed to, permit access by any person, or on its own, to erase, or otherwise harm or modify the Software or any UC system or data (a "Disabling Code"). Examples of a Disabling Code will include without limitation, any limitations that are triggered by: (a) the Software being used or copied a certain number of times, or after the lapse of a certain period of time; (b) the Software being installed on or moved to a central processing unit or system that has a serial number, model number or other identification different from the central processing unit or system on which the Software was originally installed; or (c) the occurrence or lapse of any similar triggering factor or event. In the event a Disabling Code is identified, Supplier will take all steps necessary, at no additional cost to UC, to: (a) restore and/or reconstruct any and all data lost by UC as a result of Disabling Code; (b) furnish to UC a new copy of the Software without the presence of Disabling Codes; and, (c) install and implement the new copy of the Software at no additional cost to UC. This warranty will remain in full force and effect as long as the Grant of License remains in effect. iv) Third Party Warranties and Indemnities. Supplier will assign to UC all third party warranties and indemnities that Supplier receives in connection with any Services provided to UC. To the extent that Supplier is not permitted to assign any warranties or indemnities through to UC, Supplier agrees to specifically identify and enforce those warranties and indemnities on behalf of UC to the extent Supplier is permitted to do so under the terms of the applicable Third Party agreements. Revised 12/1/17 Page 10 of 12

11 v) Date/Time Change Warranty. Supplier represents and warrants to UC that the Services provided will accurately process date and time-based calculations under circumstances of change including, but not limited to: century changes, daylight saving time changes, leap year changes and leap second changes. Supplier must repair any date/time change defects at Supplier s sole expense. vi) Open Source Software Warranty. Supplier represents and warrants to UC that, if any open source software is incorporated or embedded in the Software being provided to UC, then Supplier will specifically identify each instance of open source software that is incorporated or embedded along with any associated license terms and conditions. 16. Amendments to UC Terms and Conditions of Purchase 17. Incorporated Documents The following documents are incorporated and made a part of this Agreement by reference as if fully set forth herein, listed in the order of precedence following the Agreement: a) Statement of Work b) Price Schedule c) UC Terms and Conditions of Purchase, dated 11/29/17 d) Appendix HIPAA BAA e) Appendix Data Security & Privacy 18. Entire Agreement The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein. No shrink-wrap, click-through, or other end user terms and conditions or agreements ( Additional Terms ) provided with any Software or products hereunder will be binding on UC, even if use of such Services or products requires an affirmative acceptance of those Additional Terms before access is permitted. All such Additional Terms will be of no force and effect and will be deemed rejected by UC in their entirety. The Agreement is signed below by the parties duly authorized representatives. The Agreement can only be signed by an authorized representative with the proper delegation of authority. Revised 12/1/17 Page 11 of 12

12 THE REGENTS OF THE UC OF CALIFORNIA (Signature) (Printed Name, Title) (Date) [SUPPLIER NAME] (Signature) (Printed Name, Title) (Date) Revised 12/1/17 Page 12 of 12