MSU Museum Food Fight! Exhibition: Design, Fabrication, and Installation

Page 1 of 20 60FOR07v01 - Updated 7/28/21 REQUEST FOR PROPOSAL RFP# 731653 Food Fight! Exhibition: Design, Fabrication, and Installation RFP Timeline RFP Issue Date: January 26, 2023 Deadline for Respondent Questions to MSU: February 9, 2023 RFP Response Due Date: February 23, 2023, 3:00 pm EST Estimated Contract Award March 15, 2023 RFP Contact Name: Brian Szpont Email: szpontbr@msu.edu DESCRIPTION: Michigan State University (the “University” or “MSU”) is soliciting proposals through this Request for Proposal (“RFP”) for the purpose of managing employment and directly hiring two (2.0) MSU staff currently based in China, and handling and adhering to local labor laws and tax compliance and remittance with relevant jurisdictions (municipal, regional, national). The requested services are more thoroughly described under the Scope of Services Section of this RFP. Firms intending to respond to this RFP are referred to herein as a

“Respondent” or “Supplier.” Page 2 of 20 60FOR07v01 - Updated 7/28/21 PROPOSAL INSTRUCTIONS 1. PROPOSAL PREPARATION. The University recommends reading all RFP materials prior to preparing a proposal, particularly these Proposal Instructions. Respondents must follow these Proposal Instructions and provide a complete response to the items indicated in the table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the RFP within the proposal. Include the Respondent’s company name in the header of all documents submitted with your proposal. Document Description Response Instructions Cover Page Provides RFP title and number, important dates, and contact information for MSU Informational Proposal Instructions Provides RFP instructions to Respondents Informational Respondent Information Sheet Company and Contact Information, and Experience Respondent must complete and submit by proposal deadline Scope of Work Describes the intended scope of work for the RFP Respondent must complete and submit by proposal deadline Pricing Pricing for goods and services sought by the University through this RFP Respondent must complete and submit by proposal deadline Master Service Agreement Provides legal terms for a contract awarded through this RFP Deemed accepted by Respondent unless information required in Section 8, Master Service Agreement is submitted by proposal deadline 2. EXPECTED RFP TIMELINE. Activity Date Issue RFP January 26, 2023 Deadline for Respondent Questions to MSU February 9, 2023 RFP Response Due February 23, 2023, 3:00 pm EST Estimated Contract Award March 15, 2023 3. CONTACT INFORMATION FOR THE UNIVERSITY. The sole point of contact for the University concerning this RFP is listed on the Cover Page. Contacting any other University personnel, agent, consultant, or representative about this RFP may result in Respondent disqualification. 4. QUESTIONS. Respondent questions about this RFP must be submitted electronically by email to the contact listed on the cover page of this RFP. In the interest of transparency, only written questions are accepted. Answers to all questions will be sent to Respondents via email. Submit questions by referencing the following: (i) Question Number, (ii) Document Name, (iii) Page Number, and (iv) Respondent Question. Please refer to Section 2 above for the deadline to submit questions. Page 3 of 20 60FOR07v01 - Updated 7/28/21 5. MODIFICATIONS. The University may modify this RFP at any time. Modifications will be sent via email. This is the only method by which the RFP may be modified. 6. DELIVERY OF PROPOSAL. The Respondent must submit its proposal, all attachments, and any modifications or withdrawals electronically via email to the contact listed on the cover page of this RFP. The price proposal should be saved separately from all other proposal documents. The Respondent should submit all documents in a modifiable (native) format (examples include, but are not limited to: Microsoft Word or Excel and Google Docs or Sheets). In addition to submitting documents in a modifiable format, the Respondent may also submit copies of documents in PDF. Respondent’s failure to submit a proposal as required may result in disqualification. The proposal and attachments must be fully uploaded and submitted prior to the proposal deadline. Do not wait until the last minute to submit a proposal. The University may not allow a proposal to be submitted after the proposal deadline identified in the Cover Page, even if a portion of the proposal was already submitted. 7. EVALUATION PROCESS. The University will convene a team of individuals from various Departments within MSU to evaluate each proposal based on each Respondent’s ability to provide the required services, taking into consideration the overall cost to the University. The University may require an oral presentation of the Respondent's proposal; conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process. The following criteria will be used to evaluate each proposal: Criteria Weight Relevant Past Experience to include prior exhibits designed and completed on time/on budget 25% Innovative design approach 40% Bandwidth/Availability 10% Integrated supply chains; Logistics experience in art/museum sector 10% Collaborative framework with MSU stakeholders 15% 100% 8. MASTER SERVICE AGREEMENT. The University strongly encourages strict adherence to the terms and conditions set forth in the Master Service Agreement. The University reserves the right to deem a proposal non-responsive for failure to accept the Master Service Agreement. Nevertheless, the Respondent may submit proposed changes to the Master Service Agreement in track changes (i.e., visible edits) with an explanation of the Respondent’s need for each proposed change. Failure to include track changes with an explanation of the Respondent’s need for the proposed change constitutes the Respondent’s acceptance of the Master Service Agreement. General statements, such as “the Respondent reserves the right to negotiate the terms and conditions,” may be considered non- responsive. 9. CLARIFICATION REQUEST. The University reserves the right to issue a Clarification Request to a Respondent to clarify its proposal if the University determines the proposal is not clear. Failure to respond to a Clarification Request timely may be cause for disqualification. 10. RESERVATIONS. The University reserves the right to: a. Disqualify a Respondent for failure to follow these instructions. b. Discontinue the RFP process at any time for any or no reason. The issuance of an RFP, your preparation and submission of a proposal, and the University’s subsequent receipt and evaluation of your proposal does not commit the University to award a contract to you or anyone, even if all the requirements in the RFP are met. Page 4 of 20 60FOR07v01 - Updated 7/28/21 c. Consider late proposals if: (i) no other proposals are received; (ii) no complete proposals are received; (iii) the University received complete proposals, but the proposals did not meet mandatory minimum requirements or technical criteria; or (iv) the award process fails to result in an award. d. Consider an otherwise disqualified proposal, if no other proposals are received. e. Disqualify a proposal based on: (i) information provided by the Respondent in response to this RFP; or (ii) if it is determined that a Respondent purposely or willfully submitted false or misleading information in response to the RFP. f. Consider prior performance with the University in making its award decision. g. Consider total-cost-of-ownership factors (e.g., transition and training costs) when evaluating proposal pricing and in the final award. h. Refuse to award a contract to any Respondent that has outstanding debt with the University or has a legal dispute with the University. i. Require all Respondents to participate in a Best and Final Offer round of the RFP. j. Enter into negotiations with one or more Respondents on price, terms, technical requirements, or other deliverables. k. Award multiple, optional-use contracts, or award by type of service or good. l. Evaluate the proposal outside the scope identified in Section 7, Evaluation Process, if the University receives only one proposal. 11. AWARD RECOMMENDATION. The contract will be awarded to the responsive and responsible Respondent who offers the best value to the University, as determined by the University. Best value will be determined by the Respondent meeting the minimum requirements and offering the best combination of the factors in Section 7, Evaluation Process, and price, as demonstrated by the proposal. The University will email a Notice of Award to all Respondents. A Notice of Award does not constitute a contract, as the parties must reach final agreement on a signed contract before any services can be provided. 12. GENERAL CONDITIONS. The University will not be liable for any costs, expenses, or damages incurred by a Respondent participating in this solicitation. The Respondent agrees that its proposal will be considered an offer to do business with the University in accordance with its proposal, including the Master Service Agreement, and that its proposal will be irrevocable and binding for a period of 180 calendar days from date of submission. If a contract is awarded to the Respondent, the University may, at its option, incorporate any part of the Respondent’s proposal into the contract. This RFP is not an offer to enter into a contract. This RFP may not provide a complete statement of the University’s needs, or contain all matters upon which agreement must be reached. Proposals submitted via email are the University’s property. 13. FREEDOM OF INFORMATION ACT. Respondent acknowledges that any responses, materials, correspondence or documents provided to the University may be subject to the State of Michigan Freedom of Information Act (“FOIA”), Michigan Compiled Law 15.231 et seq., and may be released to third parties in compliance with FOIA or any other law. Page 5 of 20 60FOR07v01 - Updated 7/28/21 RESPONDENT INFORMATION SHEET Please complete the following Information Sheet in the space provided: Information Sought Response Contact Information Respondent’s sole contact person during the RFP process. Include name, title, address, email, and phone number. Person authorized to receive and sign a resulting contract. Include name, title, address, email, and phone number. Respondent Background Information Legal business name and address. Include business entity designation, e.g., sole proprietor, Inc., LLC, or LLP. What state was the company formed in? Main phone number Website address DUNS# AND/OR CCR# (if applicable): Number of years in business and number of employees Legal business name and address of parent company, if any Has your company (or any affiliates) been a party to litigation against Michigan State University? If the answer is yes, then state the date of initial filing, case name and court number, and jurisdiction. Experience Describe relevant experiences from the last 5 years supporting your ability to successfully manage a contract of similar size and scope for the services described in this RFP. Experience 1 Company name Contact name Contact role at time of project Contact phone Contact email 1. Project name and description of the scope of the project 2. What role did your company play? 3. How is this project experience relevant to the subject of this RFP? Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) Experience 2 Company name Contact name Contact role at time of project Contact phone Page 6 of 20 60FOR07v01 - Updated 7/28/21 Contact email 1. Project name and description of the scope of the project 2. What role did your company play? 3. How is this project experience relevant to the subject of this RFP? Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) Experience 3 Company name Contact name Contact role at time of project Contact phone Contact email 1. Project name and description of the scope of the project 2. What role did your company play? 3. How is this project experience relevant to the subject of this RFP? Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) Page 7 of 20 60FOR07v01 - Updated 7/28/21 SCOPE OF WORK Please address each of the sections below in a written response, which can be completed on a separate sheet (using the same section headings). 1. Background The MSU Museum is an innovative and experimental collaboratory that exists to catalyze creativity. A space where people can openly explore, express, and experiment with ideas across disciplines and interests, and indulge their natural curiosity about the world. It is accredited by the American Alliance of Museums and is the state's first Smithsonian Affiliate. The MSU Museum is a registered scientific institution with the Convention on International Trade in Endangered Species (CITES) and a member of the International Coalition of Sites Of Conscience. Since 1857, the Museum had been collecting objects and specimens and creating exhibitions that reflect our shared histories and experiences. Collections and exhibitions are used as a catalyst in teaching, learning, and research creating a vital collaboratory for student and faculty success. In September 2022, the MSU Museum introduced a new innovative laboratory called the CoLab Studio. Building on the acclaimed work of its predecessor, MSU’s Science Gallery, the Studio’s timely and relevant programs will be novel, transient, and experimental. This approach enables the MSU Museum team to explore new methods for designing and implementing programming, informal learning, and community engagement. Findings from our work enables the MSU Museum to capitalize on new ways to engage students, faculty, and researchers as it works to maximize its mission. To this end, the CoLab Studio helps to push the boundaries of what it means to be a 21st century interdisciplinary museum. 2. Food Fight! Exhibition According to the United Nations’ Committee on World Food Security, “a changing climate, growing global population, rising food prices, and environmental stressors will have significant, yet uncertain, impacts on food security. Adaptation strategies and policy responses to global change, including options for handling water allocation, land use patterns, food trade, post-harvest food processing, and food prices, and safety are urgently needed.” Food Fight! will serve as a platform for exploring issues related to global food security and sustainability. The exhibition, which will begin in January 2024, will engage diverse audiences with timely & relevant programming that helps make sense of a pressing issue impacting global populations. The exhibition will leverage an open call process for exhibitors from around the world. Our open call process allows anyone—artists, scientists, engineers, technologists, students, and anyone else with an interest — to submit their ideas, effectively crowdsourcing the program. This makes each exhibition a truly unique, multidisciplinary, and diverse collection of experiences. For our most recent exhibition, 1.5o Celsius, we received over 175 applications through the open call process. Ultimately, 15 were selected to take part in the exhibition. The exhibition will include a bevy of art-sci educational programs that center on the exhibition themes. Programs will include conversations, workshops, and performances that help contextualize the exhibition in a fun and immersive environment. Additionally, the MSU Museum CoLab Studio’s award-winning CoLaborators will contribute to the project by engaging exhibition visitors and programming participants in dialogue around the exhibition content. CoLaborators are a team of undergraduate and graduate students that spark thoughtful discussions, facilitate ideas, and infuse learning and creativity through MSU Museum exhibitions and outreach. Page 8 of 20 60FOR07v01 - Updated 7/28/21 3. RFP Objective MSU Museum’s CoLab Studio is issuing a Request for Proposals for the design, fabrication, and installation of a new temporary exhibition that will serve as a platform for exploring issues related to global food security and sustainability. This exhibition will open at the MSU Museum in E. Lansing in January 2024 and extend through the end of July 2014. The vendor selected for this project will develop the conceptual design for an integrated, immersive exhibition experience for MSU Museum visitors. The vendor is charged with the overall design of the exhibition and exhibit- related areas including any audio-visual or interactive components. The vendor will work in partnership with the CoLab Studio curatorial team, and under the supervision of CoLab Studio’s designated Project Manager. Preference will be shown to design firms that can carry out the required fabrication, or which submit a detailed plan of fabrication, including all needed vendors and a complete budget. $100,000 is budgeted for the design, fabrication, and installation of this exhibition. Additionally, each selected exhibitor will be awarded a stipend to help with the creation of their exhibit. 4. Scope of Work. Core requirements to be addressed in the RFP:  Vendor will review CoLab Studio’s exhibition concept and goals to reaffirm and establish the full scope of the project.  Vendor will join the CoLab Studio curatorial team in interfacing with selected exhibitors to both understand the exhibits and help guide exhibitors in developing engaging and exciting exhibits.  Vendor will prepare plans and renderings that illustrate the key components of the exhibit and the relationships between them.  Designer will create digital design assets for all components of the exhibit, incorporating content produced by CoLab Studio.  Designer will create fabrication specifications to be used to build and install the exhibition.  Designer will assist in developing a projected exhibit construction schedule for installing the exhibit noting major deadlines and expected completion dates for major project components.  Designer will submit a complete fabrication plan for all aspects of all exhibits and the space in general, or will submit a complete list of confirmed subcontractors, with a complete budget, and proof of commitment, for all essential subcontractors, to fabricating the required components, according to spec, in the required time frame. • Additional Responsibilities:  All information regarding the planning and funding of this exhibit, as well as information about the design or status of its implementation, will remain confidential throughout the course of the project and should not be shared with other institutions or vendors without the permission of CoLab Studio. Page 9 of 20 60FOR07v01 - Updated 7/28/21  CoLab Studio assumes full ownership of any plans and documents generated at any point of the design process.  The design of the exhibit will comply with all national, state, and local regulations pertaining to accessibility, health, and safety.  Designer will develop written documentation and/or appropriate video materials needed for starting up, shutting down, and troubleshooting each exhibit, as well as a detailed prospectus on daily maintenance and upkeep. PRICING Please include a Pricing proposal as identified below on a separate sheet. Page 10 of 20 60FOR07v01 - Updated 7/28/21 • All quotes in USD. Final contract will be in USD. • Detail breakdown of the following pricing components, and any provision for contingencies should unexpected cost increases occur (while maintaining $100,000 upper limit) o Design o Fabrication o Installation & De-installation • MSU paper (below) will prevail in any final bid selection Page 11 of 20 60FOR07v01 - Updated 7/28/21 MASTER SERVICE AGREEMENT (attached) This Master Services Agreement (this “Agreement”), entered into as of [Month, Day, Year] (“Effective Date”), is made by and between Michigan State University, with offices located at 426 Auditorium Rd, East Lansing, MI 48824 (“MSU” or “University”) and [Name of Supplier], with offices at [Address, City, State, Zip] (“Supplier”). MSU and Supplier are sometimes referred to in this Agreement individually as a “party” and collectively as the “parties.” 1. TERM 1.1 The term of this Agreement shall commence on the Effective Date and shall continue until Supplier has completed all Services under the Statement of Work and the warranties for Services have expired, unless earlier terminated in accordance with paragraph 13 (the “Term”). Any extension of the Term will be subject to mutual written agreement between the parties. 2. SERVICES 2.1 Supplier shall provide to MSU the services (the “Services”) set forth in the Statement of Work, attached as Schedule A to this Agreement (the “Statement of Work”). 2.2 Unless otherwise set forth in Statement of Work, Supplier shall furnish, at its own expense, the tools, equipment, supplies and other materials used to perform the Services. MSU shall provide Supplier with access to its premises and equipment to the extent necessary for the performance of the Services. 2.3 Supplier shall comply with all applicable policies of MSU relating to conduct, health and safety and use of MSU’s facilities, supplies, information technology, equipment, networks and other resources. 3. WARRANTY OF SERVICES 3.1 The Services will be in conformity in all material respects with all requirements or specifications stated in this Agreement and the Statement of Work for a period of twelve (12) months after acceptance by MSU (the “Service Warranty”). In the event of Supplier's breach of the foregoing Service Warranty: (a) Supplier shall use reasonable efforts to cure such breach; provided, that if Supplier cannot cure such breach within a reasonable time (but no more than fifteen (15) days after MSU's written notice of such breach, MSU may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 13.2. (b) In the event the Agreement is terminated in accordance with this Section, Supplier shall within thirty (30) days after the effective date of termination, refund to MSU any fees paid by MSU as of the date of termination for such Services that are the subject of the breach. Page 12 of 20 60FOR07v01 - Updated 7/28/21 4. INTELLECTUAL PROPERTY MSU IS AND SHALL BE, THE SOLE AND EXCLUSIVE OWNER OF ALL RIGHT, TITLE AND INTEREST THROUGHOUT THE WORLD IN AND TO ALL DESIGNS, DRAWINGS, REPORTS, OR OTHER MATERIALS CREATED SPECIFICALLY FOR MSU UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY DELIVERABLES SET FORTH IN THE STATEMENT OF WORK, INCLUDING ALL PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY RIGHTS THEREIN. 5. SUBCONTRACTORS 5.1 Supplier will not, without the prior written approval of MSU, which consent may be given or withheld in MSU’s sole discretion, engage any third party to perform Services. MSU’s approval of any such third party (each approved third party, a “Subcontractor”) does not relieve Supplier of its representations, warranties or obligations under this Agreement. Without limiting the foregoing, Supplier will: (a) be responsible and liable for the acts and omissions of each such Subcontractor (including such Subcontractor's employees who, to the extent providing Services, shall be deemed Supplier personnel) to the same extent as if such acts or omissions were by Supplier or its employees; (b) name MSU a third party beneficiary under Supplier’s contract with each Subcontractor with respect to the Services; (c) be responsible for all fees and expenses payable to, by or on behalf of each Subcontractor in connection with this Agreement, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and 6. PAYMENT 6.1 MSU will pay the fees set forth in the Statement of Work (the “Fees”) in accordance with this Section 6 and any payment milestones set forth in the Statement of Work. 6.2 Supplier’s invoices must conform to the requirements set forth in the Statement of Work. All undisputed amounts are payable within 30 days of MSU’s receipt of such invoice. Supplier may only charge for Services performed as specified in the Statement of Work. Invoices must include an itemized statement of all charges. MSU is exempt from state sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for MSU’s exclusive use. 6.3 MSU has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. MSU will notify Supplier of any dispute within a reasonable time. Payment by MSU will not constitute a waiver of any rights as to Supplier’s continuing obligations, including claims for deficiencies or substandard Services. 6.4 Without prejudice to any other right or remedy it may have, MSU reserves the right to set off at any time any amount then due and owing to it by Supplier against any amount payable by MSU to Supplier. Page 13 of 20 60FOR07v01 - Updated 7/28/21 6.5 Unless otherwise set forth in the Statement of Work, Supplier is solely responsible for any travel or other costs or expenses incurred by Supplier in connection with the performance of the Services, and in no event shall MSU reimburse Supplier for any such costs or expenses. If the Statement of Work allows for reimbursement of travel costs, such reimbursement is subject to MSU’s Travel Reimbursement Policy set forth at http://www.ctlr.msu.edu/COTravel/ReimbursementChart.aspx. 7. RELATIONSHIP OF THE PARTIES 7.1 Supplier is an independent contractor of MSU, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Supplier and MSU for any purpose. Supplier has no authority (and shall not hold itself out as having authority) to bind MSU and Supplier shall not make any agreements or representations on MSU’s behalf without MSU’s prior written consent. 7.2 Without limiting paragraph 7.1, Supplier will not be eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by MSU to its employees, and MSU will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Supplier’s behalf. Supplier shall be responsible for, and shall indemnify MSU against, all such taxes or contributions, including penalties and interest. Any persons employed by Supplier in connection with the performance of the Services shall be Supplier’s employees and Supplier shall be fully responsible for them. 8. CONFIDENTIALITY 8.1 Meaning of Confidential Information. The term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; or, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was or is: (a) in the possession of MSU and subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). Notwithstanding the above, in all cases and for all matters, MSU Data is deemed to be Confidential Information. 8.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information http://www.ctlr.msu.edu/COTravel/ReimbursementChart.aspx Page 14 of 20 60FOR07v01 - Updated 7/28/21 to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to the Supplier’s subcontractor is permissible where (a) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (b) Supplier obligates the subcontractor in a written contract to maintain MSU’s Confidential Information in confidence. At MSU’s request, any of the Supplier’s representatives may be required to execute a separate agreement to be bound by the provisions of this Section 13.2. 8.3 Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement. Each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person. 8.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of MSU, at the sole election of MSU, the immediate termination, without liability to MSU, of this Agreement. 8.5 Surrender of Confidential Information upon Termination. Upon termination or expiration of this Agreement, each party must, within five (5) Business Days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control. If Supplier or MSU determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and certify the same in writing within five (5) Business Days from the date of termination to the other party. 9. AUDIT AND RETENTION OF BOOKS AND RECORDS University shall have access to and the right to examine and copy any directly pertinent books, documents, papers, and records of Supplier involving transactions related to this Agreement until the expiration of three (3) years after final payment hereunder. Supplier further agrees to promptly furnish, when requested by University, such books, documents, and records of Supplier as are necessary to verify the accuracy of the amounts invoiced to University against any past or current goods and services provided by Supplier. If any audit discloses an overpayment by University or a discrepancy in the amount invoiced by Supplier against the goods and services actually provided by Supplier, Supplier will promptly reimburse University within Page 15 of 20 60FOR07v01 - Updated 7/28/21 thirty (30) days of University’s notification to Supplier of any such overpayment, rectify such discrepancy, or both, and further pay University a fee equal to 25% of the amount of any overpayment. 10. REPRESENTATIONS AND WARRANTIES 10.1 Supplier represents and warrants to MSU that: (a) Supplier has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of its obligations in this Agreement; (b) Supplier’s entering into this Agreement with MSU and its performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which it is subject; (c) Supplier has the required skill, experience and qualifications to perform the Services, Supplier shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and Supplier shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (d) Supplier shall perform the Services in compliance with all applicable federal, state and local laws and regulations; 10.2 MSU hereby represents and warrants to Supplier that: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action. 11. INDEMNIFICATION 11.1 Supplier shall defend, indemnify and hold harmless MSU and its affiliates and their trustees, officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Supplier’s acts or omissions; (b) Supplier’s breach of any representation, warranty or obligation under this Agreement; and (c) any claim that the Services infringe any other person’s or entities’ intellectual property rights. 11.2 MSU may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Supplier. Page 16 of 20 60FOR07v01 - Updated 7/28/21 12. INSURANCE 12.1 While performing services under this Agreement, Supplier shall purchase and maintain the following insurance: (a) Workers Compensation insurance, Coverage A, with limits statutorily required by any applicable Federal or state law and Employers Liability insurance, Coverage B, with minimum limit of $500,000 per accident; (b) Commercial General Liability insurance with a minimum limit of $1,000,000 each occurrence/$2,000,000 general aggregate. Coverage shall include bodily injury and property damage liability, personal and advertising injury liability, products/completed operations, and liability assumed under an insured contract; (c) Business Automobile Liability Insurance covering owned, hired, leased, and non-owned automobiles used on behalf of Supplier and providing insurance for bodily injury, property damage, and contractual liability. Limits of liability shall not be less than $1,000,000 per occurrence; and (d) Professional liability/errors and omissions insurance with limits no less than $1 million. 12.2 Insurance policies shall be issued by companies licensed or approved to do business within the State of Michigan. Insurers shall possess a minimum A.M. Best rating of A. The insurance policies, where allowable, shall be endorsed to name Michigan State University as “Additional Insureds.” In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend for three years past completion and acceptance of Supplier’s Services and must be evidenced by annual certificates of insurance. All policies of insurance must be on a primary basis, non-contributory with any other insurance and/or self-insurance carried by MSU. Supplier shall provide a minimum 30 days written notice to MSU via certified mail of cancellation or non-renewal of policies required under this Agreement and a renewal certificate at least 15 days prior to expiration. 13. TERMINATION 13.1 MSU may terminate this Agreement without cause upon thirty (30) days' written notice to Supplier. In the event of termination pursuant to this paragraph 13.1, MSU shall pay Supplier any Fees due and payable for any Services completed up to and including the date of such termination. 13.2 MSU may terminate this Agreement, effective upon written notice to Supplier, in the event that Supplier materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, Supplier does not cure such breach within fifteen (15) days after receipt of written notice of such breach. MSU shall pay Supplier any Fees due and payable for any Services completed up to and including the date of such termination, subject to MSU’s right of offset for reasonable costs incurred by MSU as a result terminating the Agreement. Page 17 of 20 60FOR07v01 - Updated 7/28/21 13.3 Upon expiration or termination of this Agreement for any reason, or at any other time upon MSU’s written request, Supplier shall within fifteen (15) days after such expiration or termination: (a) deliver to MSU any tools, equipment or other materials provided for Supplier’s use by MSU; (b) deliver to MSU all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information; (c) take all reasonable and necessary measures to transition performance of the Services, reports and other documentation, to MSU or MSU’s designee; (d) prepare an accurate accounting from which MSU and Supplier may reconcile all outstanding accounts; (e) permanently erase all of the Confidential Information from Supplier’s computer systems; and (f) certify in writing to MSU that Supplier has complied with the requirements of this paragraph. 14. ASSIGNMENT Supplier shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without MSU’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. MSU may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns. 15. PUBLICITY Supplier may not, without the prior written consent of MSU, issue any press release or announcement, advertise or publish the fact that the parties have entered into this Agreement, or disclose any information relating to this Agreement. Further, Supplier will not use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with MSU, or the name of any representative of MSU without the prior written permission of MSU in each instance. 16. LIMITATION OF LIABILITY NEITHER PARTY WILL BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOST BUSINESS OPPORTUNITIES. OTHER THAN ITS PAYMENT OBLIGATIONS, IN NO EVENT WILL MSU’S AGGREGATE LIABILITY TO SUPPLIER UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF PAYMENTS PAID BY MSU TO SUPPLIER DURING THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM. Page 18 of 20 60FOR07v01 - Updated 7/28/21 17. NON-DISCRIMINATION UNDER MICHIGAN LAW Pursuant to Section 209 of the Michigan Elliot-Larsen Civil Rights Act and Section 209 of the Michigan Persons with Disabilities Civil Rights Act, in providing services, the Supplier and its contractor(s) agree not to discriminate against any employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment, because of age, color, familial status, height, marital status, national origin, race, religion, sex, weight, or a disability that is unrelated to the individual’s ability to perform the duties of a particular job or position. 18. FEDERAL CONTRACT COMPLIANCE. University is an equal opportunity employer and a federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60- 300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws. 18.1 In accordance with Public Law 115-91 and FAR 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities, and Public Law 115-232 and FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment, Supplier is prohibited from delivering covered telecommunications equipment as defined in FAR 52.204-25 or covered articles as defined in FAR 52.204-23. Supplier hereby represents and warrants that it will abide by the prohibitions contained in this Section. 19. CRIMINAL BACKGROUND CHECKS Supplier may be required to perform criminal background checks of its personnel pursuant to the MSU Contractor Criminal Background Check Requirements Policy (“CBC Policy”), available at https://usd.msu.edu/common/documents/criminal-back-ground-check.pdf. If Supplier is subject to the CBC Policy, Supplier must sign and deliver the Contractor Certification for Criminal Background Checks to University prior to the provision of any services or delivery of any goods. University reserves the right to audit compliance with the CBC Policy requirements and may require further documentation of compliance from Supplier. Non-compliance with the Policy is considered a material breach of this Agreement, which may result in a termination for cause https://usd.msu.edu/common/documents/criminal-back-ground-check.pdf Page 19 of 20 60FOR07v01 - Updated 7/28/21 20. CONFLICT OF INTEREST. SUPPLIER WARRANTS THAT TO THE BEST OF SUPPLIER’S KNOWLEDGE, THERE EXISTS NO ACTUAL OR POTENTIAL CONFLICT BETWEEN SUPPLIER AND THE UNIVERSITY, AND ITS SERVICES UNDER THIS AGREEMENT, AND IN THE EVENT OF CHANGE IN EITHER SUPPLIER’S PRIVATE INTERESTS OR SERVICES UNDER THIS AGREEMENT, SUPPLIER WILL INFORM THE UNIVERSITY REGARDING POSSIBLE CONFLICT OF INTEREST WHICH MAY ARISE AS A RESULT OF THE CHANGE. SUPPLIER ALSO AFFIRMS THAT, TO THE BEST OF SUPPLIER’S KNOWLEDGE, THERE EXISTS NO ACTUAL OR POTENTIAL CONFLICT BETWEEN A UNIVERSITY EMPLOYEE AND SUPPLIER. 21. MISCELLANEOUS 21.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section. 21.2 Neither Supplier nor MSU shall be liable for failure to perform its respective obligations under the Agreement when failure is caused by fire, explosion, flood, act of God, epidemics or pandemics, civil disorder or disturbances, strikes, vandalism, war, riot, sabotage, weather and energy related closings, or like causes beyond the reasonable control of the party (“Force Majeure Event”). In the event that either party ceases to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event, the party shall: (a) as soon as practicable notify the other party in writing of the Force Majeure Event and its expected duration; (b) take all reasonable steps to recommence performance of its obligations under this Agreement as soon as possible, including, as applicable, abiding by the disaster plan in place for MSU. In the event that any Force Majeure Event delays a party’s performance for more than thirty (30) calendar days following notice by the delaying party pursuant to this Agreement, the other party may terminate this Agreement immediately upon written notice 21.3 This Agreement, together with any other documents incorporated herein by reference and related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. NO TERMS ON SUPPLIER’S INVOICES, WEBSITE, BROWSE-WRAP, SHRINK-WRAP, CLICK-WRAP OR OTHER NON-NEGOTIATED TERMS AND CONDITIONS PROVIDED WITH ANY OF THE SERVICES HEREUNDER WILL CONSTITUTE A PART OR AMENDMENT OF THIS AGREEMENT OR IS BINDING ON MSU FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE DEEMED REJECTED BY MSU, EVEN IF ACCESS TO OR USE OF SUCH SERVICES REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS AND CONDITIONS. Page 20 of 20 60FOR07v01 - Updated 7/28/21 21.4 This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. 21.5 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Ingham County in the State of Michigan in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder. 21.6 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 21.7 This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. MICHIGAN STATE UNIVERSITY [Name of Supplier] Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: