Agenda 12-01-2025; 8-i - Approval of School Enrollment Forecasting Contract with UNC

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4 4) Intellectual Property. It is not anticipated that intellectual property will arise in University's performance ofthe Services. However, in the event of an invention by at least one employee of University the intellectual property shall be owned as follows: a)Inventions which involve the use of,composition of,or improvement to Client-provided materials or information, or a derivative,analogue thereof shall belong to Client; and b) Inventions which cover a scientific or analytical measurement process, technique, procedure, medium, device or other process which is not unique to characterizing,testing,or fabricating Client's proprietary materials or does not derive from Client-provided materials or Client's Confidential Information shall be owned by University. 5) Publicity. Neither party will use the name of the other party in any publicity,advertising,or news release without the prior written approval of the authorized representative of the other party. Notwithstanding the above,University reserves the right to disseminate the analysis or parts thereof resulting from the Services provided under this Agreement in a public forum, such as its blog, and to publish the working relationship between Client and University for the provision of the Services related to this Agreement. 6) Termination. Either party may terminate this Agreement upon prior written notice to the other party. All reasonable costs and non-cancelable obligations incurred by University at the time of said termination shall be reimbursed by Client. At the request of Client, all unused Client-provided materials at the time of termination shall either be returned to Client or destroyed by University at the Client's expense. 7) Independent Contractor. In the performance of the Services, University shall be deemed to be and shall bean independent contractor. 8) No Warranties and Indemnity. University makes no warranties, express or implied, regarding the quality of product produced under this Agreement. University shall use its reasonable efforts to perform the Services. University does not warrant or guarantee any results from a given project. University shall not be liable for Client's use of the report or other information provided by University. To the extent permitted by law,Client shall indemnify and hold harmless University against any claims and costs(including attorney's fees) arising out of Client's commercial sale or distribution of products or processes developed under this Agreement. 9) Export Control. University will not accept export-controlled materials or technical information under this Agreement. Client hereby represents and warrants that materials and technical information provided to University do not require any license from the U.S. government before being exported. 10) Hazardous Materials. All materials provided by Client must be accompanied by the appropriate environmental and safety information for those materials as required by law. 11) Governing Law. This Agreement shall be governed and construed in accordance with the laws ofthe State ofNorth Carolina. 12) Payment Terms. Net 30 days upon receipt of invoice. Checks shall be made payable to: University of North Carolina at Chapel Hill and sent to: Carolina Demography 123 W.Franklin St., Suite 210 Chapel Hill,NC 27516 Tax ID 56-600-1393 13) Entire Agreement.This Agreement contains the entire agreement between the parties respecting the subject matter and supersedes or cancels all previous negotiations,agreements,commitments and writings between the parties on the subject of this Agreement. Should processing of this Agreement require issuance of a purchase order or other contractual document, all terms and conditions of said document are hereby deleted in entirety. This Agreement may not be amended in any manner except by an instrument in writing signed by the duly authorized representatives of each of the parties hereto. By Authorized Official of The University of North Carolina at Chapel Hill By Authorized Official of Client By: By: Name: Diane Koltz Name: Title: Contracting Officer Title: Date: Date: