Graduway Digital Alumni Networking

& Mentoring Platform

Stephen F. Austin State University - Nelson Rusche College of Business Proposal Reference: Stephen F. Austin State University - Nelson Rusche College of

Business_15th January 2018

This document contains information that is of a confidential and proprietary nature constituting valuable

property of Headhunter Systems Limited ("Graduway"). Any diversion or unauthorized use or disclosure to

any third party, person, or company, of any such information or any part thereof could cause great harm to

Graduway. The information contained in this document shall be treated as confidential and appropriately

safeguarded, and shal l not be disclosed to any third party or used for any purpose other than that for

which it was furnished, wit hout the prior written consent of Graduway, except as otherwise stipulated

herein or otherwise required by law.

Any unauthorized copy of this document or any part thereof shall be immediately returned to Graduway

upon request.

Dr. Robert Mitchell Crocker

Stephen F. Austin State University - Nelson Rusche College of Business

Dear Mitch,

January 15, 2018

Following our recent discussions with Stephen F. Austin State University - Nelson Rusche College

of Business, I would like to thank you for the opportunity to submit our proposal for the

Graduway Digital Alumni Networking & Mentoring Platform.

The Graduway platform provides a cloud -based service designed to help alumni and students to

easily connect with each other for networking purposes, facilitate mentoring relationships and

engaging with their alumni community for careers, events and other affinity content driven

interaction.

With Graduway, institutions are able to scale their alumni networking capabilities and broaden

mentoring programs with a cutting edge, user friendly and easy to launch system.

The Graduway Saas Platform includes the following benefits and deliverables :

• Enhanced alumni engagement

• Deliver a mentoring program for students

• Improve data and analytics on alumni engagement

• Superb customer success and ongoing support

• Design Partner for future enhancements

We are confident that Stephen F. Austin State University - Nelson Rusche College of Business will

derive exceptional benefits and a considerable return on investment by implementing the

recommendations in this proposal.

Yours Sincerely,

Samuel Bratsztejn

+1 978 522 4335

Sales Director

samuel .bratsztejn@graduway.com

Components and Services

Modules

Graduway

Standard

Platform

Alumni/Student User

Features

Admin User Features

API

Features & Description

Provision of a branded cloud based platform hosted on Google Cloud Platform

servers, synchronized with social media and available on desktop and mobile

devices.

Social Media Plugins, Manual Sign Up, Forum/Discussion Boards, Job Board,

Event Promoter, News & Content Page, Profile Preferences & Settings, Online

Network Directory, find a Mentor Feature, Willingness to Help Tool, Mentor

Attributes, Web Browser Version, School News, Enhanced constituent search

functionality, Groups Features, Volunteer Group Management Tool,

Professional School Groups.

Multiple Admin Logins, CMS Tool to manage features including events, news,

jobs and other content, Email Broadcast Tool HTML, Statistics Info Center,

Google Analytics, Admin Level Platform Access, Management Control to edit

and delete all content, News Digest Features, User Approval Center, Profile Pre­

population, Reporting, Import/Export Files, Mentoring Reports.

Graduway Restful -AP! for 3 rd party integration to University CRM.

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Professional Services

Onboarding

Services • Customers are assigned a Customer Success Manager (CSM)

• Introduction and overview training on the platform to the project team

• Review of customer needs, requirements and ultimate business objectives

• Formation of a suggested solution strategy and deployment options

• Development of onboarding project plan, schedules, tasks, roles & responsibilities

• Support customers during their QA and Testing of deployment program ad soft

launch

• Assistance in the development of the launch plan, including internal/external

communications plan

• Post-launch executive review based on program analysis and recommendations for

enhancements and next phase expansion opportunities

Ongoing Services • Assigned Customer Success Manager (CSM)

• Unlimited access to CSM

• Free attendance to GLS user conferences

• Quarterly Platform Reviews (QPRs) with key stakeholders and Graduway CSM and

other Graduway leadership

• Unlimited access to Standard Technical Support Services

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Registration & Order Form January 15, 2018

Client Name: Stephen F. Austin State University - Nelson Rusche College of Business (the

"University")

Address: 1908 Raguet St, Nacogdoches, TX 75965, USA

Contact Person: Dr. Robert Mitchell Crocker

Ema ii: rcrocker@sfasu.edu Telephone: (936) 468-1673

Payment Terms: Yearly Payments

Product Name Annual Charges

Graduway Platform - Registered User Limit 2,500 users.

Setup Fee - One time

Total Year 1 Subscription For Graduway

Price $8,000 USO

$2,500 USO ($1,250 if

signed by February 22,

2018)

$8,000 USO

$2,500 USO ($1,250 if

signed by February 22,

2018)

$ 10,500 USO ($9,250 if

signed by February 22,

2018)

$ 10,500 USO ($9,250 if

signed by February 22,

2018)

(Annual Subscription for each subsequent year) $ 8,000 USO

Terms and Conditions : • This offer is valid until February 22, 2018

• All fees are quoted exclusive of applicable taxes

• The Agreement shall commence as of March 1, 2018 (the "Services Start Date"). for a period of 3 years (the " Initial Term")

• By signing this Registration and Order Form ("Order Form"). you further agree to the Terms & Conditions below. This

Agreement is made up of this Order Form and the Conditions. If there is any conflict or ambiguity between the terms this

Order Form and the Conditions, the terms contained in the Order Form shall have priority over the Conditions. This

Agreement has been entered into on the date stated at the beginning of t his Order Form.

Once approved, please return this order form to Samuel.bratsztejn@graduway.com

Company:

Name:

Title:

Date:

Signature:

University: ..:5Jr;f)~ /:_ A~-h.J SM JN,(.,u s . -f:J Name: '16~ lb1 ;tJ '-d J Lo Title : ff> ~ 5 1 d_ tvf

c:i- -1 & - 1r

~~ Date:

Signature:

Sales Director

Graduway

Samuel Bratsztejn

16-02-2018

GRADUWAY TERMS

AND CONDITIONS

1. Commencement and term

This Agreement shall commence on the date at the beginning of the Order Form and shall continue

for the Initial Term, set out in the Order Form, following which it shall automatically remain in force

for consecutive periods of one year each (together with the Initial Term, each a "Contract Period")

until terminated: (a) in accordance with the terms of this Agreement; or (b) with three months' written

notice by either party prior to the end of any Contract Period.

2. Supply of services

2.1 "Services" means the services, including without limitation provision of any documents, products

and materials developed by Graduway or its agents, subcontractors and personnel as part of or in

relation to the Services in any form, ("Deliverables"), to be provided by Graduway to University

pursuant to th is Agreement.

2.2 Graduway shall supply the Services to University from the Services Start Date, as set out in the Order

Form, in accordance with this Agreement.

2.3 Graduway hereby grants to University a non-exclusive, non -transferable, revocable right during the

period of the Agreement. to permit the person appointed by University, who shall have access to an

administration account on the Services ("Administrator"), to use the Services pursuant to this

Agreement during the term of this Agreement solely for the administration of the Services.

2.4 University may request additional services and functionality, the parties shall discuss in good faith

such request including any additional Charges, but having discussed in good faith, Graduway may,

at its discretion refuse to incorporate such additional services or functionality.

2.5 Graduway may, with consent of the University, offer products and services to Users and/or the

University within the Services.

3. University's obligations

3.1 University shall commit to rolling out the Services to Users ("Launch Date") within six (6) months

from the Services Start Date, and accordingly shall procure that the Administrator shall :

3.1.1 provide, Graduway, its agents, subcontractors, consultants and employees, in a timely manner and

at no charge, with access to University's premises, office accommodation, data and other facilities as

reasonably required by Graduway whether to meet the Launch Date or otherwise; and

3.1.2 provide, in a timely manner, such information as Graduway may reasonably require, and ensure that

it is accurate.

3.2 University shall procure that the Administrator shall keep their password and account information

secure and confidential.

3.3 University shall not, and shall procure that the Administrator shall not:

3.3.1 except to the extent permitted by any applicable law or expressly permitted under this Agreement

attempt to: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish,

download, display, transmit, or distribute all or any portion of the Services; or (ii) reverse compile,

disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the

Services;

3.3.2 access all or any part of the Services in order to build a product or service which competes with the

Services or to copy any features, functions or graphics of the Services;

3.3.3 use the Services to store or transmit: (i) infringing, libellous, or otherwise unlawful or tortious

material; (ii) material in violation of third-party rights; or (iii) viruses, harmful code or data;

3.3.4 interfere with or disrupt the integrity or performance of the Services or third-party data contained

in the Services;

3.3.5 attempt to gain unauthorised access to the Services or their related systems or networks; or

3.3.6 export, directly or indirectly, any of the Services in breach of any applicable laws or regulations,

including United States export laws and regulations, to any country for which the government or

any agency thereof at the time of export requires an export licence or other governmental approval

without first obtaining such licence or approval.

4. Charges, invoicing and payment

4.1 In consideration for the provision of the Services, University shall pay Graduway the Charges in

accordance with this clause 4.

4.2 All amounts payable by University exclude amounts in respect of VAT or any other applicable sales

tax, which University shall additionally be liable to pay to Graduway at the prevailing rate (if

applicable), subject to the receipt of a valid invoice. Where University is required by its governing

law to withhold or deduct any taxes or any other amounts upon payment of the Charges to

Graduway, University shall, in addition to the Charges, pay the withheld or deducted amounts such

that Graduway receives the Charges free of all deductions or withholdings.

4.3 University is exempt from the payment of taxes and wi ll provide necessary documentation

confirming its tax-exempt status.

4.4 If Graduway is a taxable entity as defined by Chapter 171, Texas Tax Code ("Chapter 171"), then

Graduway certifies that it is not currently delinquent in the payment of any taxes due under Chapter

171, or that Graduway is exempt from the payment of those taxes, or that Graduway is an out-of­

state taxable entity that is not subject to those taxes, whichever is applicable.

4.5 University shall pay the Charges for the Services each year in advance and each invoice due and

submitted to it by Graduway, within 30 days of the receipt of such invoice, to a bank account

nominated by Graduway.

4.6 If University fails to make any payment due to Graduway under this Agreement by the due date for

payment, then, without limiting Graduway's other remedies, Graduway may suspend the Services

until payment has been made in full.

4.7 Payment terms for amounts due from University to Graduway under the Agreement (including but

not limited to due dates, late fees, and interest) are governed by Chapter 2251 of the Texas

Government Code. University is not responsible for the payment of collection costs or attorney's

fees unless explicitly required by law.

4.8 In accordance with Section 231.006 of the Texas Family Code and Sections 2155.004 and 2155.006

of the Texas Government Code, Graduway certifies that it is not ineligible to receive this Agreement

or any payments under this Agreement and acknowledges that University may terminate this

Agreement and/or withhold payment and/or reimbursement if this certification is inaccurate.

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4.9 Pursuant to Sections 2107.008 and 2252.903, Texas Government Code, Graduway agrees that any

payments owing to Graduway under the Agreement may be applied directly toward any debt or

delinquency that Graduway owes the State of Texas or any agency of the State of Texas regardless

of when it arises, until such debt or delinquency is paid in full.

5. Data

5.1 For the purposes of this clause 5, the following terms shall have the following meanings:

5.1.1 "Data Security Breach" means a breach of security leading to the accidental or unlawful destruction,

loss, alteration, unauthorised disclosure of, or access to any User Personal Data;

5.1.2 "Data Protection Legislation" means the DPA and all other applicable laws and regulations relating

to the processing of personal data and privacy, as replaced, amended, extended or re-enacted from

time to time, including where applicable the guidance and codes of practice issued by the

Information Commissioner or any other supervisory authority, and/or the equivalent of any of the

foregoing in any relevantjurisdiction;

5.1.3 "DPA" means the UK Data Protection Act 1998;

5.1.4 "Derived Data" shall mean data provided by Users of the Service, data recorded relating to the

activity of Users, and all data derived from this data;

5.1.5 "Personal Data" shall have the meaning given to that term in the DPA;

5.1.6 "User" means a registered account user of the Services;

5.1.7 "User Personal Data" means any Personal Data relating to a User, who has consented to the transfer

to and processing by University of their Personal Data for the Purpose (as defined below).

5.2 All rights (including database and other intellectual property rights) in or in relation to the Derived

Data shall, as between Graduway and University, be owned by Graduway. To the extent permissible

under its privacy policy and by law, Graduway hereby grants to University a non-exclusive licence,

during the term of this Agreement, to use the Derived Data for its internal development and

advancement purposes ("Purpose").

5.3 University will process User Personal Data solely for the Purpose.

5.4 University warrants and undertakes that:

5.4.1 it will have in place appropriate technical and organisational measures to protect the User Personal

Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure

or access, and will provide a level of security appropriate to the risk represented by the processing

and the nature of the Personal Data to be protected;

5.4.2 it will have in place procedures so that any third party it authorises to have access to the User

Personal Data will respect and maintain the confidentiality and security of the User Personal Data,

and will process the relevant data only on instructions from University; this provision does not apply

to persons authorised or required by law to have access to the User Personal Data;

5.4.3 it will identify to Graduway a contact point within its organisation authorised to respond to enquiries

concerning the processing of User Personal Data by University, and will cooperate in good faith with

Graduway, the relevant User, and the relevant local data protection authority, concerning all such

enquiries within a reasonable time;

5.4.4 it will process User Personal Data in accordance with the Data Protection Legislation of the country

in which it is established;

5.4.5 it will respond to enquiries from Users and the relevant local data protection authority concerning

the processing and sharing of User Personal Data by University. Responses will be made within a

reasonable time; and

5.5 University agrees that it will not retain or process User Personal Data for longer than is necessary,

and where processing User Personal Data is no longer necessary for the Purpose, University agrees

that it shall delete such User Personal Data that it holds, if required by law

5.6 University agrees that it shall, as soon as reasonably practicable following receipt of a notification

from Graduway that a User no longer consents to the processing of his/her Personal Data by

University or if any User Personal Data needs to be rectified, remove/delete, or rectify, the relevant

Personal Data that it holds, if required by law; notwithstanding this clause, University shall continue

to retain User Personal Data in accordance with any statutory or professional retention periods

applicable to it. Any deletion of User Personal Data shall be in accordance with best industry practice

in relation to the permanent deletion of Personal Data and/or confidential/sensitive information.

Following the deletion of the User Personal Data in accordance with clause 6, University shall notify

Graduway that the User Personal Data in question has been deleted.

5.7 University agrees to notify Graduway of a Data Security Breach as soon as possible and, in any event,

within 24 hours of identification of any potential or actual loss, to enable Graduway to consider what

action is required in order to resolve the issue in accordance with the applicable Data Protection

Legislation and guidance. University agrees to provide reasonable assistance to Graduway to

facilitate the handling of any Data Security Breach in an expeditious and compliant manner.

5.8 To the extent applicable, Graduway agrees to hold student information, including any personally

identifiable student information or education records as those terms are defined under U.S. federal

law, ("Confidential Data ") in strict confidence and warrants to University that it will use reasonable

industry practices to establish and maintain adequate procedures to ensure the confidentiality and

privacy of such Confidential Data from unauthorized use or disclosure in violation of the Federal

Family Educational Rights and Privacy Act ("The Buckley Amendment or "FERPA"), 20 USC 1232 g

and not to use or disclose Confidential Data except as permitted or required by this Agreement, as

required by law, or as otherwise authorized by University in writing. Graduway further agrees not to

use Confidential Data for any purpose other than the purpose for which the disclosure to Graduway

was made. Graduway shall continue to maintain the confidentiality and privacy of the Confidential

Data retained in its system after cancellation, expiration or other conclusion of this Agreement. Upon

termination, cancellation, expiration or other conclusion of this Agreement, Graduway shall return

all Confidential Data to University or, if return is not feasible, destroy any and all Confidential Data.

If Graduway destroys the information, it shall provide University with a certificate confirming the date

of destruction of the data. Graduway shall develop, implement, maintain and use appropriate

administrative, technical and physical security measures to preserve the confidentiality, integrity and

availability of all electronically maintained or transmitted Confidential Data received from, or on

behalf of University or its students. These measures will be extended by contract to all

subcontractors used by Graduway. Graduway shall, within one day of discovery, report to University

any use or disclosure of confidential information not authorized by this agreement or in writing by

University. Following this report, Graduway will conduct a timely and thorough investigation in an

attempt to identify: (i) the nature of the unauthorized use or disclosure, (ii) the data used or

disclosed, and (iii) who made the unauthorized use or received the unauthorized disclosure. At the

conclusion of this investigation, Graduway wi ll furnish a confidentia l written report to University

indicating the results of the investigation, what Graduway has done or shall do to mitigate any

deleterious effect of the unauthorized use or disclosure, and what corrective action Graduway has

taken or shall take to prevent future similar unauthorized use or disclosure

6. Intellectual property

6.1 Graduway and its licensors shall retain ownership of al l intellectual property rights either subsisting

in the Services or the Deliverables (exclud ing any materia ls, designs, trade marks and data of

University ("University Materials") incorporated in them) or otherwise necessary or desirable to

enable University to receive and use the Services ("Graduway IPRs").

6.2 Graduway grants to University, a non-exclusive, royalty-free, non-transferable, revocable licence to

use Graduway IPRs for the purpose of receiving and using t he Services during the term of this

Agreement.

6.3 University grants Graduway, a worldwide non-exclusive, roya lty-free, non-transferable licence to

copy and modify University Materia ls for the purpose of providing the Services for the term of this

Agreement.

6.4 Graduway sha ll not use the University's name, logo, service mark, or other likeness in any press

re lease, marketing materials, or other public announcement without receiving University's prior

written approval.

6.5 If University receives any claim by a third party alleging that the use of the Services in accordance

with this Agreement infringes the intellectual property rights of such third party (a "Claim"), then

Un iversity shall : (i) give Graduway prompt notice of such Claim; (ii) provide reasonable cooperation

to Graduway in the defence and settlement of such Claim; and (iii) give Graduway sole authority to

defend or settle the Claim.

6.6 If University informs Graduway of a Claim against it or that the Services potentially breach any

applicable laws, Graduway may in its discretion: (i) modify the Services, so that they no longer

infringe third party rights or fail to comply with any applicable law ; (ii) obtain a licence for University's

continued use of the Services; or (iii) terminate t he Services upon 30 days' written notice and refund

to University any fees paid covering the remainder of the re levant Contract Period after the date of

termination.

7. Confidentiality

7.1 Subject to clause 7.2, the parties shall, unless otherwise required by law: (I) only use the other party's

confidential information in performance of their obligations under this Agreement; (ii) not disclose

the other party's confidential information to third parties without the prior written consent of the

other; and (iii) keep the other party's confidentia l information secure

7.2 Clause 7.1 shall not apply to confidential information that: (i) is or comes into the public domain

other than by breach of this clause 7; or (ii) is required to be disclosed by any law or order of a court,

governmental or regulatory authority, providing that prior to such disclosure, and to the extent

permitted by law, the discloser shall consult with the other party.

7.3 Both Parties shall promptly notify the other party of any misuse or unauthorized disclosure of its

confidential information and upon expiration of this Agreement shall return to the other party all

confidential information in each party's possession or control.

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7.4 Graduway shall further comply with all University information security policies of no greater

standards than the lesser of (a) the standards that the University together with all University vendors

abide by and (b) reasonable industry standards.

8. Social Media Networks

8.1 Graduway shall not be responsible nor incur any liabil ity to University regarding any amendments,

modifications or updates to the terms, conditions, policies and permissions of social media networks

connected to the Services.

8.2 University shall, where the User consents, enable the Services to access information from User's social

media accounts. Graduway shall not be responsible or liable to University for any: (i) content

accessed by or on behalf of a User or from any social media network; (ii) interactions or

communications between University and/or the Users and any third parties through any social media

network; or (iii) transactions relating to a separate agreement or arrangement between University or

the Users and any social media network.

8.3 Graduway shall not be liable if the operator of any social media network ceases to make its network

available for use with the Services on reasonable terms, with the intent not to resume making it

available for use on such terms. For the avoidance of doubt University shall not terminate nor receive

credit, a refund or other compensation as a result of any unavai lability of any social media network

for use with the Services.

9. Limitation of liability

9.1 Nothing in this Agreement shall limit or exclude either party's liability for: (i) death or personal injury

caused by its negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any other liability which

cannot be limited or excluded by applicable law.

9.2 Subject to clause 9.1, Graduway shall not be liable to University, whether in contract, tort (i ncluding

negligence), for breach of statutory duty, or otherwise, whethe r arising under or in connection with

this Agreement or not, for: (i) loss of profits or business; (i i) loss of use or corruption of software,

data or information; or (iii) any indirect or consequential loss.

9.3 Subject to clause 9.1, Graduway's total liability to University, whether in contract, tort (including

negligence), breach of statutory duty, or otherwise, whether arising under or in connection with this

Agreement or not, shall be limited to amounts paid or payable to Graduway for the Contract Period

in which the event giving rise to such liability occurred .

9.4 GRADUWAY SHALLINDEMNIFY AND HOLD HARMLESS UNIVERSITY AND ITS DIRECTORS, OFFICERS,

AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LIABILITY, LOSS, EXPENSES (INCLUDING

REASONABLE LITIGATION COSTS AND ATTORNEY FEES), OR CLAIMS FOR INJURY OR DAMAGES

ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT (COLLECTIVELY, "CLAIM") TO THE

EXTENT THE CLAIM ARISES FROM THE NEGLIGENCE, WILLFUL ACT, BREACH OF CONTRACT, OR

VIOLATION OF LAW BY GRADUWAY, ITS EMPLOYEES, AGENTS, CONTRACTORS OR

SUBCONTRACTORS.

9.5 Notwithstanding any other provision of this Agreement: (i) all warranties, representations, conditions

and all other terms of any kind whatsoever implied by statute or common law are, to the fullest

extent permitted by applicable law, excluded from this Agreement; (ii Graduway does not guarantee

that the Services or the Deliverables will be error free or uninterrupted; and (iii) the Services and the

Deliverables are provided to University on an "as is" bas is.

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10. Termination

10.1 Without affecting any other right or remedy available to it, either party may terminate this

Agreement with immediate effect by giving written notice to the other party if the other party:

10.1.1 takes any step or action in connection with its entering administration, provisional liquidation or any

composition or arrangement with its creditors (other than in relation to a solvent restructuring},

being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent

restructuring}, having a receiver appointed to any of its assets or ceasing to carry on business or, if

the step or action is taken in another jurisdiction, in connection with any analogous procedure in the

relevant jurisdiction; or

10.1.2 threatens to or actually suspends or ceases to carry on all or a substantial part of its business.

10.2 Without affecting any other right or remedy available to it, Graduway may terminate this Agreement

with immediate effect by giving written notice to University if University fails to pay any amount due

under this Agreement on the due date for payment and remains in default not less than 30 days

after being notified in writing to make such payment.

10.3 Performance by University under the Agreement may be dependent upon the appropriation and

allotment of funds by the Texas State Legislature (the "Legislature") and/or allocation of funds by

the Board of Regents of University (the "Board"). If the Legislature fails to appropriate or allot the

necessary funds or the Board fails to allocate the necessary funds, then University will issue written

notice to Graduway and University may terminate the Agreement without further duty or obligation

hereunder. Graduway acknowledges that appropriation, allotment, and allocation of funds are

beyond the control of University.

10.4 On termination of this Agreement for whatever reason:

10.4.1 University shall immediately pay to Graduway all of Graduway's outstanding amounts owed in in

respect of Services supplied but for which no invoice has been submitted . Graduway may submit an

invoice, which shall be payable within thirty (30) days of receipt;

10.4.2 at Graduway's request, and within a reasonable time of such request, University shall return or, at

Graduway's option, destroy the Deliverables and confidential information of Graduway (including

erasure from University's computer systems) within its possession or control and confirm in writing

to Graduway when it has complied with this clause;

10.4.3 subject to compliance by University of its obligations under clause 10.5.1, and if University so

requests within 30 days of termination of this Agreement, Graduway shall within a reasonable time

of such request (i) return or, at University's option, destroy the University Materials (including erasure

from Graduway's computer systems) within its possession or control and confirm in writing to

University when it has complied with this clause; (ii) transfer to University any domain names used

by Graduway in providing the Services; and (iii) transfer to University all rights in the Derived Data;

and

10.4.4 any provision of this Agreement that expressly or by implication is intended to come into or continue

in force on or after termination shall remain in full force and effect. Additionally, the following clauses

shall continue in force and effect after termination: clauses 4 (Charges, invoicing and payment), 5

(Data), 6 (Intellectual Property), 7 (Confidentiality) , 9 (Limitation of liability) , this clause 10.5, 11.2, and

11 .6.

10.5 The termination of this Agreement shall not affect any of the parties' rights and remedies that have

accrued as at the date of termination.

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11. General

11.1 If Graduway will provide services within the State of Texas under the Agreement, Graduway

covenants and agrees that in accordance with Section 2155.4441, Texas Government Code, in

performing its duties and obligations under the Agreement, Graduway will purchase products and

materials produced in Texas when such products and materia ls are available at a price and delivery

time comparable to products and materials outside of Texas.

11.2 University is insured for general liability insurance under a statewide program managed by the Texas

State Office of Risk Management. Such insurance will satisfy any University insurance obligations in

the Agreement, regardless of the type of coverage required. For the entire term of the Agreement

("Term"), Graduway shall maintain Comprehensive General Liability insurance coverage of $1,000,000

per occurrence. If during the Term, Graduway will enter property owned or controlled by the

University, Graduway shall also maintain the following insurance: (i) Worker's Compensation

coverage with statutory limits for the State of Texas, including Employers Liability coverage of

$1,000,000 per accident and per employee; and (ii) Commercial Automobile Liabil ity coverage of

$1,000,000 Combined Single Limit; (iii) for engineers and architects only: Professional Liability

coverage of $5,000,000 per occurrence; and (iv) for builders only: Builder's Risk all-risk coverage

ending at final completion in the amount of the construction cost, including protection against

named windstorm and flood. Risk of loss of any portion of the Project shall rema in with Graduway

unless and until such portion of the Project passes into the exclusive possession and control of

University. All policies must contain a waiver of subrogation against University. Comprehensive

General Liability and Commercial Automobile Liability policies must name University as Additional

Insured and must include an endorsement to the policy that expressly extends coverage to University

as an Additional Insured. All policies required to be maintained by Graduway under this Agreement

should be primary and non-contributory to any other insurance, self-insurance, or risk pooling

arrangement maintained by University. Graduway shall pay all insurance deductibles and deductibles

must not exceed $10,000 unless approved in advance by Universi ty. Graduway sha ll provide

University Certificates of Insurance evidencing these insurance requirements prior to the start of

work. Insurance policies will not be cancelled or altered until after sixty (60) days' unconditional

written notice to University. In accordance with Texas state law, University shall not name any

individual or entity as Additional Insured on a University insurance policy.

11.3 To the extent Graduway is providing Electronic Information Resources, as described herein, to

University, Graduway represents and warrants that the electronic and information resources, as

defined by Texas law, and all associated information, documentation and support that it provides to

University under the Ag reement ("Electronic and Information Resources (EIR) Accessibility Warranty";

collectively, the "EIRs") comply with the applicable requirements set forth in Title 1, Chapters 206

and 213 of the Texas Administrative Code. University may review, test, evaluate and monitor

Graduway's EIRs for compliance with the EIR Access ibi lity Warranty. Graduway agrees to cooperate

fully and provide University timely access to EIRs and other items and information needed to conduct

such review, evaluation, testing and monitoring. Neither the review, testing (including acceptance

testing), evaluation, or monitoring of any EIR, nor the absence of such review, testing, evaluation, or

monitoring will result in a waiver of the University's right to contest Graduway's assertion of

compliance with the EIR Accessibility Warranty. To the extent that Graduway becomes aware that

the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Graduway

represents and warrants that it will at no cost to University, either (1) perform all necessary

remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new

EIRs that satisfy the EIR Accessibil ity Warranty. In the event that Graduway fails or is unable to do so,

then University may terminate the Agreement and Graduway will refund to University all amounts

University has paid under the Agreement during the time Graduway was out of compl iance with the

EIR Accessibility Warranty within thirty (30) days after the termination date.

11.4 Neither party shall be liable for failure to perform or delay in performing any obligation under this

Agreement to the extent that such failure or delay is caused by any circumstances beyond its

reasonable control including, but not limited to, fire, flood, riot, strikes, insurrection, embargoes, acts

of God, war or civil disturbances, malic ious damage, cyber attack, inability to obtain supplies, failure

of a utility or telecoms service, regulat ions or laws of any civil or military authority affecting a party

that would delay or prohibit performance of its obligations under this Agreement, such event(s) shall

not relieve either party from its obligations to pay any sums properly due and payable to the other

party under this Agreement.

11.5 Except for a notice to terminate, which shall not be sent by email, any notice or other communication

given to a party pursuant to this Agreement shall be in writing, addressed to that party at the address

set out in the Order Form, or in the case of email to the email address set out in the Order Form, or

such other address as that party may have specified to the other party.

11.6 A notice or other communication shall be deemed to have been received if delivered by commercial

courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email,

on the day of transmission.

11.7 Graduway and each person signing on behalf of Graduway certifies and in the case of a sole

proprietorship, partnership or corporation, each party thereto certifies as to its own organization,

under penalty of perjury, that to the best of their knowledge and belief, no member of University's

Board of Regents, nor any employee or person, whose salary is payable in whole or in part by

University, has direct or indirect financial interest in the award of the Agreement, or in the services

to which the Agreement relates, or in any profits, real or potential, thereof.

11.8 Save for the sale, transfer or assignment of at least 50% of Graduway's capital stock or assets in the

context of an acquisition or merger, neither party shall assign, transfer or subcontract or deal in any

other manner with any or all of its rights and obligations under this Agreement without other party's

prior written consent. Any purported assignment of rights or delegation of performance in violation

of this provision is null and void.

11.9 If Graduway subcontracts any of the work set forth in the Agreement, Graduway sha ll ensure that

each subcontractor, vendor, affiliate, agent or representative agrees to and complies with all

provisions of the Agreement. Graduway will remain liable for the acts and omissions of such

subcontractor(s) and the proper performance and delivery of the products and/or services set forth

in the Agreement. Graduway understands that acceptance of funds under the Agreement constitutes

acceptance of the authority of the Texas State Auditor's Office, or any successor agency (collectively,

"Auditor"), to conduct an audit or investigation in connection with those funds pursuant to Sections

51.9335(c), Texas Education Code. Graduway agrees to cooperate with the Auditor in the conduct of

the audit or investigation, including without limitation providing all records requested. Graduway

will include this provis ion in all contracts with permitted subcontractors.

• I J S 1 ' l I I

11.10 THE PARTIES ARE AWARE THAT THERE ARE CONSTITUTIONAL AND STATUTORY LIMITATIONS ON

THE AUTHORITY OF UNIVERSITY (A STATE AGENCY) TO ENTER INTO CERTAIN TERMS AND

CONDITIONS OF THE AGREEMENT, INCLUDING BUT NOT LIMITED TO, THOSE TERMS AND

CONDITIONS RELATING TO LIENS ON UNIVERSITY'S PROPERTY; DISCLAIMERS AND LIMITATIONS

OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES; WAIVERS,

DISCLAIMERS AND LIMITATIONS ON LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND PROCESSES;

LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR

SETTLEMENT TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES;

PAYMENT OF ATTORNEY'S FEES; DISPUTE RESOLUTION; INDEMNITIES; AND CONFIDENTIALITY

(COLLECTIVELY, THE "LIMITATIONS"), AND TERMS AND CONDITIONS RELATED TO THE

LIMITATIONS WILL NOT BE BINDING ON UNIVERSITY EXCEPT TO THE EXTENT AUTHORIZED BY THE

LAWS AND CONSTITUTION OF THE STATE OF TEXAS.

11.11 The parties stipulate and agree that no provision of, or any part of the Agreement between Graduway

and University, or any subsequent change order, amendment or other Agreement modification shall

be construed: (1) as a waiver of the doctrine of sovereign immunity or immunity from suit as provided

for in the Texas Constitution and the Laws of the State of Texas; (2) to extend liability to University

beyond such liability provided for in the Texas Constitution and the Laws of the State of Texas; or (3)

as a waiver of any immunity provided by the 111h Amendment or any other provision of the United

States Constitution or any immunity recognized by the Courts and the laws of the United States.

11.12 Graduway is required to make any information created or exchanged with University pursuant to

this Agreement, and not otherwise excepted from disclosure under the Texas Public Information Act,

available in PDF or other format that is accessible by the public at no additional charge to University.

Graduway acknowledges that University may be required to post a copy of the fully executed

Agreement on its internet website in compliance with Section 2261.253(a)(l), Texas Government

Code.

11.13 University strictly adheres to Title IX of the Education Amendments of 1972, the federal Campus

Sexual Violence Elimination Act; United States Department of Education regulations and directives;

and the University's sexual harassment policy and procedures ("Regulations") . Specifically, the

Regulations apply to all students, employees, visitors, and other third parties on University­

controlled property, including institutions and entities with whom University places its students.

Further, such Regulations prohibit unequal treatment on the basis of sex as well as sexual harassment

and sexual misconduct. As a condition of employment, enrolment, doing business or being

permitted on campus, the above-mentioned individuals, organizations, and entities must agree to:

1) Report immediately to the Title IX coordinator any and all claims of sex discrim ination or sexual

misconduct; 2) Cooperate with University's Title IX investigation; and 3) Cooperate fully with all

sanctions that University may impose against such individual, organization, or entity who is found

to have violated the Regulations. If the individual, organization or entity fails to adhere to any of the

aforementioned requirements, University reserves the right to take appropriate action, including but

not necessarily limited to, immediate removal from campus; discipline of employees and students

(including termination of employment and/or expulsion from school); and immediate termination of

business or contractual relationships.

11.14 Graduway shall observe and abide by all applicable loca l, state, and federal laws, regulations and

University's policies and procedures.

" <; 1c <; p I S ' 1 I )

11.15 By entering into the Agreement, Graduway certifies and ensures that it utilizes and will continue to

utilize, for the term of the Agreement, the U.S. Department of Homeland Security's E-Verify system

to determine the eligibility of: (i) all persons employed to perform duties within Texas, during the

term of the Agreement; and (ii) all persons (including subcontractors) assigned by Graduway to

perform work pursuant to the Agreement, within the United States of America . Graduway shall

provide, upon request of University, an electronic or hardcopy screenshot of the confirmation or

tentative non-confirmation screen containing the E-Verify case verification number for attachment

to the Form I-9 for the three most recent hires that match the criteria above, by Graduway, and

Graduway's subcontractors, as proof that this provis ion is being fo llowed. If this certification is falsely

made, the Agreement may be terminated, at the discretion of the University and at no fault to the

University, with no prior notification. Graduway shall also be responsible for the costs of any re­

solicitation that the University must undertake to replace the terminated Agreement.

11.16 Pursuant to Section 2270.002, Texas Government Code, Graduway hereby represents, verifies, and

warrants that it does not boycott Israel and wi ll not boycott Israel during the term of the Agreement,

as that term is defined by Section 808.001(1), Texas Government Code.

11.17 This Agreement constitutes the entire agreement between the parties in relation to its subject matter

and supersedes all previous agreements, understandings and undertakings. No representation shall

form part of this Agreement. Graduway acknowledges and agrees that no University employee other

than its President has the authority to bind University in contract. University will not be bound to

any other terms and conditions set forth in any documents, agreements, or policies posted on

Graduway's website unless such terms and conditions are set forth in the Agreement. Graduway may

not unilaterally change any term or condition of the Agreement.

11.18 If Graduway is a corporation, limited liabi lity company, or any other entity organized and existing

under state law, Graduway warrants represents, covenants, and agrees that it is duly organized,

validly existing and in good standing under the laws of the state of its incorporation or organization

and is du ly authorized and in good standing to conduct business in the State of Texas, that it has all

necessary power and has received all necessary approvals to execute and deliver the Agreement,

and the individual executing the Agreement on behalf of Graduway has been duly authorized to act

for and bind Graduway.

11.19 A waiver of any right or remedy is on ly effective if given in writing and shall not be deemed a waiver

of any subsequent breach or default. A delay or fa ilu re to exercise, or the single or partial exercise

of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the

further exercise of that or any other right or remedy.

11.20 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable,

it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

If such modification is not possible, such provision or part-provision shall be deemed deleted and

sha ll not affect the rest of this Agreement.

11.21 No one other than a party to this Agreement sha ll have any right to enforce any of its terms.

11.22 To the extent that Chapter 2260, Texas Government Code, is applicable to the Agreement and is not

preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and

the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by

University and Graduway to attempt to resolve any claim for breach of contract made by Graduway

that cannot be resolved in the ordinary course of business. The Vice President for Finance and

• - <; •I 8

Administration of University shall examine Graduway's claim and any counterclaim and negotiate

with Graduway in an effort to resolve such claims. The parties hereto specifically agree that (i) neither

the occurrence of an event g iving rise to a breach of cont ract claim nor the pendency of a claim

constitute grounds for the suspension of performance by Graduway, (ii) neither the issuance of the

Agreement by University nor any conduct, action or inaction of any representative of University

relating to this contract constitutes or is intended to constitute a waiver of University's or the state's

sovereign immunity to suit, and (iii) University has not waived its right to seek redress in the courts.

11.23 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter

or formation (including non-contractual disputes or clai ms), shall be governed by, and construed in

accordance with the laws of Texas and the parties agree t hat a court of competent j urisdiction in

Nacogdoches or Angelina County, Texas shall have exclusive venue to settle such dispute or claim.

Headhunter Systems Limited

46 The Grove, Edgware, Middlesex, HA8 9QB, UK.

Tel. +44 (0) 20 3807 2321

Registered in England with company registration number 07059614

Registered Office: 40 Anmersh Grove, Stanmore, HA7 1PA, England

February 6th, 2018

Stephen F. Austin State University - Nelson Rusche College of Business

Dear Sir or Madam:

This letter confirms that Headhunter Systems Limited is the sole source provider of the

Graduway Alumni networking relations platform which cannot be purchased through any

other vendor. All customers wishing to buy the Graduway platform must do so from

Headhunter Systems Limited.

The product and discounted pricing issued in the quote to Stephen F. Austin State

University - Nelson Rusche College of Business, is exclusively offered by Headhunter

Systems Limited and therefore unavailable elsewhere.

If you have any questions, please do not hesitate to contact me.

Sincerely,

David Whitefield Chief Financial Officer david.whitefield@graduway.com

Headhunter Systems Limited

46 The Grove, Edgware, Middlesex, HA8 9QB, UK.

Tel. +44 (0) 20 3807 2321

Registered in England with company registration number 07059614

Registered Office: 40 Anmersh Grove, Stanmore, HA7 1PA, England

February 6th, 2018

Stephen F. Austin State University - Nelson Rusche College of Business

Dear Sir or Madam:

To the best of our knowledge Headhunter Systems Limited (d/b/a Graduway) offers

the only product on the market that has the following seven critical features and capabilities

which will benefit you:

◻ SaaS based hosted platform, accessible globally, “plug and play” ready with a lower total cost of ownership compared with equivalent on-premise products.

◻ Real-time integration with Blackbaud’s The Raiser's Edge (Version 7 and NXT) for hosted and non-hosted sites). Graduway is a preferred Blackbaud technology partner.

◻ Both desktop and full mobile accessible functionality with a mobile Web App as well as a unique Native Application with push notifications available for Android and iOS.

◻ Built-in API’s integrating LinkedIn and Facebook user profiles for registration, log-in and real time data synchronization.

◻ Lifetime customer support for both Stephen F. Austin State University - Nelson

Rusche College of Business and for users including technical and marketing best practices. Detailed analytics data and quarterly reports on performance, including reporting on traffic sources, marketing, demographics and user relationships.

◻ Graduway exclusively operates three leading Global Leaders Summit each year which are ticket-only gathering of leaders and executives in the alumni relations

◻ world. Nelson Rusche College of Business attendance is included as complimentary. Delegates attend to listen to the industry's thought leaders, to share best practice, develop professionally and network extensively.

If you have any questions, please do not hesitate to contact me.

Sincerely,

David Whitefield Chief Financial Officer david.whitefield@graduway.com