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1. �ٱ������������������.�� Title to Deliverables will reside with Customer.�� (“Deliverables” is defined in the informational matrix above.) Customer shall grant and hereby grants to University the transferable right to use Deliverables for academic, educational and research purposes. Title to (i) the know-how methodologies, procedures, processes, software and other materials��utilized in, provided by, or made available for use in connection with��performing the Services, and, (ii) excepting Deliverables, all intellectual property created or developed by the University, including without limitation any inventions and discoveries conceived or first reduced to practice, computer software, and works developed, whether or not protectable by patent or copyright, in the performance of the Services, resides and will reside in University.

2. Acceptance. Acceptance of deliverables will be effected upon University completion of deliverables identified in Box 8��on the University premises or when electronic deliverable has been submitted. Customer has the right to inspect and evaluate work performed or being performed, at all reasonable times and in a manner that will not unduly delay the work.

3. Transfer of Materials to University.�� Customer may supply University with “Materials” as defined in the Quotation in accordance with the following terms and conditions. Customer retains ownership and title to any Materials delivered to University under the Quotation, and University will return all Materials not exhausted in the Services upon termination of the agreement and request of the Customer. University agrees that it will: (i) use the Materials solely to complete the Services and for no other purpose unless authorized in writing; (ii) attempt to limit allowed use of the Materials to those individuals necessary for completion of the Services; (iii) not reverse engineer, deconstruct or analyze the Materials in a manner not contemplated by the Quotation. Prior to delivery or acceptance of any Materials, Customer shall provide any and all documentation or user guidance necessary to ensure the safe handling and use of the Materials. Customer represents and warrants that all Materials delivered to University are not, or will not be when subjected to the conditions detailed in the Quotation: hazardous, a select agent or toxin, explosive, highly flammable, biological materials or infringing on third-party intellectual property rights. University Units are not allowed to accept such Materials. Customer shall indemnify, defend and hold harmless the University from all claims, losses, damages, costs (including attorney fees), and liabilities resulting from the use or handling of the Material, provided that Materials were used substantially in accordance with any Customer provided documentation for the safe handling of the Materials.

4. Liability.�� Customer acknowledges that access to the Services and Materials is not controlled or video-monitored and that access is on the honor system.�� University is not responsible for any damage to Customer's Materials, no matter the cause, including but not limited to damage caused by negligence, mistake, power outage, other user errors, or theft.�� Customer is solely responsible for any liability arising out of Customer’s use of or reliance upon Deliverables or anything generated from the Deliverables.

5. Validity.��This Quotation is valid for 45 days from the date of quotation.

6. Rate. Rate subject to change with 30 days’ notice to apply to work not yet started.

7. Export Controls. Customer will not disclose to University any information nor provide University with any item(s) that are either export-controlled under International Traffic in Arms Regulations, or that appear on the Commerce Control List (except as EAR99) of the Export Administration Regulations. Neither party shall export, directly or indirectly, any such information or items to any country which the U.S. Government at the time of export requires an export license or other Government approval without first obtaining such license or approval. University has no obligation to restrict, foreign national access in support of this effort.

8.�� Funds Transparency and Reporting Compliance.��The parties will cooperate with one another to ensure compliance with applicable fund transparency and reporting laws and regulations.�� Based upon information available, it is understood that Customer’s country of incorporation is the United States of America.�� It is also understood that Customer should be looked to as the sole obligor and recipient of rights under this Quotation, and that��Customer��is not acting as an agent of, or on behalf of, another entity. In order to ensure correct reporting,�� Customer agrees to promptly notify the administrative contact at the University of any necessary corrections to the information contained in this paragraph.

9. Governmental Immunities.�� Regardless of governing law, venue, or jurisdiction, with respect the University’s status, rights, and obligations as a state institution and the governmental and sovereign immunities afforded the University as a state institution, including, without limitation, under the Colorado Governmental Immunity Act, CRS §§ 24-10-101 et seq., the laws of the State of Colorado control. This Paragraph is governed and construed in accordance with the laws of the State of Colorado.

10. University Facilities Use Details. Subject to these terms and conditions and upon request, Customer may request and University may provide Customer with office, laboratory or other work space, equipment and/or supplies (hereinafter referred to both individually and collectively as, the “University Facilities”), as the University deems appropriate. The University reserves the right to reasonably modify, change or revise the University Facilities that Customer uses. Customer shall use the University Facilities only as directed by the University and in compliance with all applicable laws and regulations. The University reserves the right to revoke at any time access to all or any portion of the University Facilities. Use shall not interfere in any manner with the University’s research, operations, or another third party use authorized by the University.

10.1 If University permits Customer access to or use of University Facilities, Customer must maintain, at its own expense and for the duration of any and all use: General Liability coverage with limits of not less than $2,000,000 combined single limit; where applicable, auto coverage for owned and non-owned auto liability with limits of not less than $1,000,000; where applicable, fire coverage limits not less than $1,000,000; where applicable, pollution liability coverage if use or storage of hazardous or regulated materials is anticipated; where applicable, workers’ compensation coverage at required statutory limits. All insurance policies shall name the С����Ƶ, a body corporate, as additional insured. The certificate Holder shall be: The С����Ƶ, University Risk Management, 1800 Grant Street, Suite 700, Denver, CO 80203-1187. Certificates must be provided at the time of Customer acceptance of Quotation��and prior to University beginning Services and shall be sent via e-mail to: URM@CU.EDU. Policies shall be primary to all other coverage that may be concurrently in effect. All policies shall be underwritten by a company licensed to do business in the State of Colorado.

10.2 Customer shall be solely responsible for its use of University Facilities and shall indemnify and hold harmless The С����Ƶ, its officers, administrators, agents, employees, and students from and against any and all claims or demands or damages in any way arising from Custome