@capture SERVI AGREE! Date of Preparation: Jamvary 31, 2019 sa State University of Nev York College of Environmental Science and Forestry (“SUNY Bf ese) _ a Address: | Forestry Drive, Syracuse, NY 13210 ‘Attention: Erin Craig, Associate Provost for Enrollment Marketing | Telephone: | (315) 470-4945 | E-mails | eberaig@estedu | Name:____| Erin Craig, Associate Provost for Enrollment Marketing, Telephone: | (315) 470-4945 | E-manil:_] ebcraig@est.edu Name: ‘Capture, LLC ("Capture") [ Address: | 2303 River Road Suite 201 Louisville, KY 40206 Attento Steven A. Huey, Chief Executive Officer FEIN: 45.2508718 “Telephone: | (502) 882-6555 | E-maik | shuey@eapturchighered.com Fees: $32,500 Term: January 31, 2019 — January 31, 2020 ‘This MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of January 31, 2019 (the “Effective Date”), by and between SUNY ESF and Capture (collectively, the *Parties"), WHEREAS, Capture has the expertise, capacity, experience and desire to provide the Services (as defined below) to SUNY ESF, and WHEREAS, SUNY ESF desires. to utilize and engage Capture to provide the Services to SUNY ESF NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: |. SERVICES. During the Term (as defined above) and subject to the terms and, conditions of this Agreement, SUNY ESF hereby retains Capture to provide to SUNY ESF the Confidential | Contract is valid for 30 days per date of preparation@capture services set forth in Exhibit B, and further described in Exhibit C, attached hereto and incorporated herein by reference (collectively, the “Services”), and Capture agrees to provide the Services to SUNY ESF. 2. SUNY ESF.OBLIGATIONS, In order to facilitate the provision of the Services, SUNY ESF will provide Capture with (and keep updated as needed): (a) SUNY ESF must provide Capture with a key contact person; (6) SUNY ESF must provide Capture with access to their Search Service account; (©) SUNY ESF must provide Capture with institutional data regarding inquiry, applicant, accepted applicant and deposited student matriculation patterns; (4) SUNY ESF must provide Capture with, at minimum, weekly prospect pool data updates: (©) SUNY ESF must ereate and display its Privacy Policy on its website; (SUNY ESF must agree to and have capacity to add tracking code to its website: (2) SUNY ESF must provide usable marketing collateral, spe for Capture's use in marketing campaign design and deployment, 3. TREATMENT OF STUDENT DATA. 8) If Capture will have access to SUNY ESF’s education records as defined under the Family Educational Rights and Privacy Act (FERPA), Capture acknowledges that for the Purposes of this Agreement it will be designated as a “school official” with “legitimate educational interests” in the SUNY ESF’s education records, as those terms have been defined under FERPA and its implementing regulations, and SUNY ESF agrees to abide by the limitations and requirements imposed on school officials. Capture will use the education records only for the purpose of fulfilling its duties under this Agreement for SUNY ESF’s and its end user’s benefit and will not share such data with or disclose it to any third party except as provided for in this Agreement, required by law, or authorized in writing by SUNY ESF. ically images, i, Capture will use SUNY ESF data only for the purpose of fulfitling its duties under this Agreement and will not share such data with or disclose it to any third party without the prior written consent of the SUNY ESF, except as required by this Agreement or as otherwise required by law. fi, SUNY ESF Data will not be stored outside the United States without prior written consent from SUNY ESF. Confidential | Conteaetis valid for 30 days per date of preparation@capture iii, Capture will provide access to SUNY ESF Data only to its employees and vendors who need to access the data to fulfill Capture’s obligations under this Agreement. Capture will ensure that employees who perform work under this Agreement have read, understood, and received appropriate instruction as to how to comply with the data protection provisions of this Agreement. (b) If Capture will receive, maintain, process or otherwise will have access to confidential information on employees of SUNY ESF, it shall pursuant to the Gramm- Leach-Bliley Act (P.L, 106-102) and the Federal Trade Commission's Safeguards Rule (16 CFR Part 314), and to the extent the Capture is a covered entity of applicable service provider under these regulations with respect to student or customer data, Capture will implement and maintain a written Information Security Program (“Program”) in order to protcet such confidential customer information. Customer information is defined as “any record containing nonpublic personal information as defined in 16 CFR §313(n)” (the FTC's Privacy Rule) “about a customer of a financial institution, whether in paper, electronic, or other form” (16 CFR §314.2). Examples of nonpublic personal customer information include, but are not limited to, name, address, phone number, social security number, bank and creditcard account numbers and student identification numbers. (©) Capture hereby covenants and agrees that, except as expressly contemplated by this Agreement, it will not at any time: (i) use SUNY ESF Student Data that has ‘not been anonymized or de-identified except as reasonably required to comply the terms of this Agreement or to provide the services described herein; ot ( except as required by law, disclose Student Data to any third party, without the prior written authorization of SUNY ESF. Furthermore, Capture will at all times. safeguard the Student Data with the same degree of care, but no less than a reasonable degree of care, as it treats or protects its own confidential information ofa like nature and will restrict access solely to those of its employees with a need to know. Upon request by SUNY ESF, Capture will use commercially reasonable ‘means or methods to return to SUNY ESF or destroy any Student Data in the possession or under the control of Capture. Capture shall not share or sell any Student Data identifying any individual student or prospective student of SUNY ESF to any third party, (@) Upon reasonable advance request, Capture will provide SUNY ESF access to any Student Data regarding students and prospective students of SUNY ESF which ‘Capture obtains to in the course of performing the Services for SUNY ESF Partner (©) Capture shall maintain at all times a comprehensive written information security program. (Capture shall assess, manage, and control risks relating to the security and confidentiality of Student Data, and shall implement any standards to which Capture may become subject. Confidential | Contract is valid for 30 days er date of preparation@capture ®) 4, Without limiting the scope of the above, Capture shal use atleast the same physical and other sceurity measures to protect all Student Data in Capture's possession or control, as Capture uses for its own confidential and proprietary information, FEES. As consideration for the Services, SUNY ESF will pay Capture the Fees The Fees will be payable per detailed schedule in Exhibit D, 5. TERMINATION. This Agreement may be terminated by SUNY for any of the following reasons: a. Convenience of SUNY ESF. This Agreement may be terminated at any time upon receipt of thirty (30) days prior written notice given by SUNY ESF for whatever reason, or for unavailability of funds. b. Event of default, Except as otherwise provided in this Agreement. in the event Capture’s product or service is deemed unsatisfactory, due to the fault or negligence of Capture, its employees and subcontractors, a written cure notice will be sent to Capture by SUNY ESF. Capture shall have thirty (30) days to correct the deficiencies noted. Ifthe deficiencies are not corrected, SUNY ESF may terminate this Agreement immediately upon written notice. ©. Additional grounds for SUNY ESF to terminate Agreement. SUNY ESF shall have the right to terminate this Agreement in the event the State Finance Law seetions 1394) and 139-k certifications executed by Capture are found to be false or incomplete or if applicable, the Department of Taxation and Finance Contractor Certification form, ST 220-CA, statements are found to be false or incomplete. 4. Upon written notice to Capture, a reasonable opportunity to be heard with appropriate SUNY officials or staff, this Agreement may be terminated by the Chancellor of SUNY or her designee at Capture's expense where Capture is determined by the Chancellor of SUNY to be non-responsible. In such event, the Chancellor of SUNY, or her designee, may complete the contractual requirements in any manner she may deem advisable and pursue legal or equitable remedies for breach, & INSURANCE, In addition to mandatory professional licensing requirements necessary for Capture to carry its responsibilities under this Agreement, Capture, at its sole expense, shall obtain and maintain during the term of this Agreement the following insurance coverage: During the term of this Agrecment and three (3) years after the completion of the services hereunder, professional errors and omission (E&O) liability insurance with poliey limits of not less than $1 million/$3million combinet single limit b. Workers Compensation and Disability Benefits Coverage forthe life of this, Agreement for the benefit of such employees as are required to be covered by the New York State Workers Compensation Law. Evidence of such insurance coverage must be provided on forms specified by the Commissioner of the Workers Compensation Board, ‘Confidential | Contacts valid for 30 days por date of preparation@capture General Liability Insurance from an insurance company licensed by the State of New York with a rating of at least “A~“as published with Standard & Poors with limits no less than One Million Dollars ($1,000,000) per claim and Two Million dollars ($2,000,000) in the aggregate. Such policy shall name the State University of New York as an additional insured and shall designate the State University of New York as the loss payee and shall contain a provision that the State University of New York shall receive at least thirty (30) days written notice prior to material change, cancellation or expiration of such policy. Certificates of insurance for the coverages stated in this Paragraph shall be delivered upon execution of this Agreement Comprehensive automobile policy, including the operation of any owned, hired, and non-owned automobile, covering bodily injury and physical damage with a combined single limit of at least $1,000,000.00; f An umbrella liability policy with a limit of at least $3,000,000.00 per occurrence; Such coverages shall be considered primary and above SUNY ESF"s self-insured coverage.. SUNY ESF shall be notified no less than thirty (30) days in advance of the cancellation or expiration of the policy. All insurance coverage listed above shall remain in force for the term of the Agreement. SUNY ESF, has the right to request annual, tes certifi evidencing such insurance policies from CAPTURE. 2. CONFIDENTIALITY. a. Definition, For purposes of this Agreement, “Confidential Information” Not @ ai) Gil) 0) means all technical, business, customer, marketing. admission, financial and ‘other confidential, proprietary or non-public information relating to the business of a party which is disclosed by such party (the “Disclosing Party") to the other party (the “Receiving Party”) bwithstanding the foregoing, Confidential Information shall not include: Student Data, the treatment of which is governed by Section 3 of this ‘Agreement: information that was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; information that was or becomes generally known by the public other than by the Receiving Party's or any of its representatives’ noncompliance with this Agreement; information that was or is received by the Receiving Party on a non- confidential basis from a third party that, to the Receiving Party's Confidential | Contraet is valid for 30 days per date of preparation@capture knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (¥) information that was or is independently developed by the Receiving Party ‘without reference to or use of any Confidential Information. b. Protection. The Receiving Party will not, without the Disclosing Party’s prior ‘written consent, disclose any Confidential Information to any natural person or entity. If Receiving Party is required by legal process to disclose any of the Confidential Information, Receiving Party will provide the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the Provisions of this Agreement. Whether a protective order or other remedy is obtained, or the Disclosing Party waives compliance withthe provisions of this Agreement, Receiving Party will disclose only that portion of the Confidential Information, Receiving Party is legally required to disclose. Notwithstanding the preceding, Capture acknowledges that SUNY ESF is @ Public entity and that Capture’s proprietary information, which may inelude trade secret information owned by the Capture, may be subject to disclosure Pursuant to New York State Public Officer’s Law or other applicable law. SUNY ESF is an agency of the State of New York, and as such, any and all agreements to which SUNY ESF is a party are considered public record and subject to disclosure under the New York State Freedom of Information Law FOIL"). Notwithstanding any language to the contrary, nothing in this provision or any other provision in this Agreement waives privileges promulgated by the New York State Education Law of the New York State Public Health Law or any other similar state or federal statute, rule, or Use, The Receiving Party covenants and agrees to use the Confidential Information solely for purposes ofthis Agreement and its obligations under this Agreement and will not use the Confidential Information for any other purpose. & NOTICE. All notices, correspondence and other communication requited by this Agreement will be in writing and will be deemed given when received and may be by ULS. mail, courier, or fax (in each case with proof of delivery). to the appropriate party at the address for such party set forth under SUNY ESF Information or Capture Information above, as applicable (orat such other address as will be specified by notice pursuant to this Section 8) REPRESENTATIONS AND WARRANTIES. Capture shall provide all of the services described in Exhibit C. Capture understands and agrees that itis responsible for the performance of services in accordance with the terms and conditions of this Agreement. Capture warrants that the Services and equipment it provides under this Agreement will conform substantially to the specifications set out in Exhibit C and that Capture will exercise due professional care and competence in performing the Services. Capture represents that it is fully capable and willing to provide the services required by this Confidenti [ Contract is valid for 30 days per date of preparation@capture Agreement; that it has full right and authority to enter into this Agreement; no consent, authorization, order or approval of, or filing or registration with any governmental agency, commission, board, other regulatory body. any person or entity or any corporate affiliates is required for or in connection with the execution and delivery of this Agreement by Capture and the performance of the work to be performed hereunder; that it is not a party to, subject to, oF bound by, any agreement, judgment, order, writ, injunction or decree which would prevent the carrying out of this Agreement. 10. LIABILITY AND INDEMNIFICATION {a) Liability, Capture understands and agrees that it is responsible for the performance of the Services in accordance with the terms and conditions of this Agreement. SUNY ESF may look solely to Capture for remedy, redress, liability or indemnification for any failure to perform, whether caused by Capture itself or by one or more of its subcontractors, agents or employees. Capture shall be fully liable for the actions of its officers, employees, subcontractors, agents. licensors, or affiliates and shall fully indemnify and save harmless SUNY ESF and the State of New York from suits, actions, damages and costs of every name and description presented, brought, oF recovered against SUNY ESF and the State of New York for, or on account of any liability which may be incurred by reason of Capture’s performance of this Agreement. {) Inde i. Capture, Capture shall fully indemnify, defend and save harmless SUNY ESF, its officers, employees and agents without limitation, from and against any and all damages, expenses (including reasonable attorneys’ fees), claims, judgments, liabilities, losses, awards, and costs which may be finally assessed against SUNY ESF in any action for or arising out of or related to this Agreement. ‘The State of New York reserves the right to join in any such claim, demand or suit, at its sole expense, when it determines there is an issue involving a significant public interest. ii, SUNY ESF. Subject to the availability of lawful appropriation and consistent with the New ork State Court of Claims Act, SUNY ESF shall hold the Capture harmless from and indemnify it for any final judgment of a court of competent jurisdiction for its failure to perform its obligations hereunder or to the extent attributable to the negligence of SUNY ESF or of its officers or employees ‘when acting within the course and scope of their employment in connection 11. MISCELLANEOUS, (2) Relationship of the Parties. The relationship of Capture and SUNY ESF shall be that of an independent contractor. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Capture does not have any authority of any kind to bind SUNY ESF in any respect whatsoever. Confidenti: | Conteris valid for 30 days per date of preparation@capture () Governing Law; Jurisdiction; Venue. The laws of New York State will govern this Agreement without regard for New York State’s choice of law statute. The Parties agree to bring any action to construe, interpret or enforce this Agreement in a New York Siate court of competent jurisdiction. Capture agrees to submit itself to such court's jurisdiction. © Compliance with the Law. The Parties shall comply with all laws, rules, orders, regulations, and requirements of federal, State and municipal governments applicable hereto, including the provisions of Exhibits A, the State University of New York Standard Contract Clauses, which is attached to and made a part of this Agreement. (a) Entire Agreement. This Agreement constitutes the entire agreement ofthe Parties hereto and all previous communications between the Parties, whether written or oral, with reference to the subject matter of the contract are hereby superseded. In the event of any inconsistency or conflict among the documents comprising this Agreement, such inconsistency or conflict shall be resolved by giving precedence to the documents in the following order: 1. Exhibit A, the State Universit 2. This Agreement, of New York Standard Contract Clauses; © Amendments. No amendments or modifications of this Agreement will be made or deemed to have been made unless in writing and executed by each of the Parties to this Agreement. 0 Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Parties hereto, No waiver by either party hereto of any breach of, or of compliance with, any condition of provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another me. ) Assignment. This Agreement is not assignable, transferable or sublicensable by either party except with the other party's prior written consent, which shall not be unreasonably withheld. ‘This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns. (hy Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms. 0 Headings; Construction, The headings contained in this Agreement are for convenience only and will not be deemed a part of this Agrecment in construing or interpreting the provisions hereof. All words used in this Agreement will be construed to Confidential | Contact is valid for 30 day's per date of preparation@capture be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. wo Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic means will constitute effective execution and delivery of this Agreement as to the Parties and may be used in liew of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or other electronic means will be deemed to be their original signatures for any purpose whatsoever. [END OF TEXT; SIGNATURE PAGE FOLLOWS] Confidential | Contracts valid for 30 days per date of preparation@®capture IN WITNESS WHEREOP, the parties have executed this Agreement effective as of the Effective Date. “SUNY ESI - “Capea By: By: David ‘Steven A. Huey Interim President Chief Executive Officer pa: 212BNG Confidential | Contract is valid for 30 days por date of preparation 10State University of New York Notary Acknowledgement (ACKNOWLEDGEMENT BY INDIVIDUAL) FORM IX STATE OF NEWYORK —) COUNTY OF )ss. On this day of. 20__, before me personally came ——————— 10 me known and known to me to be the person described in and who ‘execuied the foregoing instrument and he/she acknowledged to me that he/she executed the same. Notary Public (ACKNOWLEDGEMENT BY UNINCORPORATED ASSOCIATION) STATE OF NEWYORK —) COUNTY OF )ss: On this day of 20 —, before me personally came 10 me known and known to me to be the person who executed the above instrument, who, being duly sworn by me, did for himselfinerself depose and say that he/she is a member of the firm of eee ‘and that he/she executed the foregoing instrument in the firm name of and that he/she had authority to sign same, and hhe/she did duly acknowledge to me that he/she executed the same as the act and deed of said firm of 6 forthe uses and purposes mentioned therein. Notary Public (ACKNOWLEDGEMENT BY CORPORATION) STATE OF NEWYORK —) COUNTY OF )ss. 20.14 vetore me personaly Jo me known/ who being duly swom, did depose and say that ; that he/she of the the corporation described in and which hat he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by the order of the Board of Directors of said Corporation, and that he/she signed his/her name thereto by like Nar Bite Bet a My Conmasin Eis sthaae@capture 2019-2020 Recruitment Services Product Exhibit B to Master Services Agreement Services Received a Taree = Fees ‘Search Consulting ‘520,000, Capture Behavioral Engagement ee | soon INVESTMENT ¥ 350,000 | Copture Price Adjustment 817,500) ‘TOTAL INVESTMENT [33,800 Confidential@capture Exhibit C to Master Services Agreement Description of Services This Exhibit C to the Master Services Agreement entered into by Capture and SUNY ESF as of the “Effective Date” sets forth more specifically obligations of the parties pursuant to that Master Services Agreement. All capitalized terms used but not defined in this Exhibit shall have the ‘meanings set forth in that Master Services Agreement. SEARCH. TIN (a) Historical analysis (b) Parameter design — definition of initial name targeting structured by primary, secondary and expansionary markets (e) Systematic name purchasing ~ creation of name purchasing schedule via primary data providers (@) Partner agrees to answer questions related to the development of institution-specific student search content as well as financial aid questions essential to the delivery of student-specific scholarship and grant information. (©) Four-part survey distributed to prospective students to provide strategic recommendations, 2, BEHAVIORAL ENGAGEMENT SERVICES, (a) Capture grants to SUNY ESF a non-transferrable, non-exclusive, non- sublicensable license, to incorporate code provided by Capture which gathers and sends Capture information on website visitors (the “Capture Behavioral Engagement Tracking Code”) into pages of SUNY ESE’s website accessible at (the “esfiedu Site (b) Capture will use data gathered with the Capture Behavioral Engagement Tracking Code to: (generate and provide SUNY ESF with analytics on engagement of both known and unknown visitors to the esfedu Site, including by Confidential | Contract is valid for 30 days per date of preparation@®capture connecting known users prior anonymous visits to provide a history of engagement on the esfedu Site; and (i)__provide SUNY ESF recommendations on creating and executing dynamic messaging on the esfieduSite for both anonymous and known visitors based on their behavior and their status inthe admissions process (©) Capture will provide SUNY ESF access to Student Data by providing: (selected analytics regarding visits to the esf.edu Site as exportable files: and (ii) SUNY ESF with login information (the “SUNY ESF CBE Login”) which can be used to access a web application (the “Capture Behavioral Engagement Web Application”) to track user visit history to the estedu Site as reflected in the data gathered using the Capture Behavioral Engagement Tracking Code. The Capture Behavioral Engagement Web Application will provide information including visits, pages visited and time spent on pages into which the Capture Behavioral Engagement ‘Tracking Code has been incorporated, and will also allow either SUNY ESF of Capture to modify which pages of the edfedu Site are tracked or how those pages are tagged. (4) SUNY ESF acknowledges thatthe fees set forth in Exhibit B of this agreement have been set based on the previous years application total. In the event that more than 2,500 prospective student applications are reached, the fees required under Exhibit B of this agreement will be increased by written addendum. (©) Capture will provide design and copywriting for 20 dynamic content campaign allocations, which include up to 5 Progressive Identification forms to influence undergraduate prospects’ actions. Subscription also includes unlimited forms. tracked, unlimited site tracking and an unlimited number of pages tracked. (0 Capture will facilitate use of the Capture Behavioral Engagement Tracking Code to the esf.edu Site by: (i) suggesting pages in the esfiedu Site into which the Capture Behavioral Engagement Tracking Code could be incorporated; Gi) if requested by SUNY ESF. tagging specific pages into which the Capture Behavioral Engagement Tracking Code has been incorporated using the Capture Behavioral Engagement Web Application; and Gi) using commercially reasonable efforts to troubleshoot, with assistance from SUNY ESF, problems with tracking of pages from the esfedu Site Confidential | Contracts valid or 30 days per dat of preparation@capture 3. BEHAVIORAL EN: OBLIGATIONS, (a) SUNY ESF will provide Capture with a key contact with access to map and tag pages in the esf.edu Site with the Capture Behavioral Engagement Tracking Code. and will be responsible for incorporating the Capture Behavioral Engagement Tracking Code into the esf.edu Site. (b) SUNY ESF will provide the SUNY ESF CBE Login to those individuals it ‘wishes to have access to the Capture Behavioral Engagement Web Application. and will have sole responsibility for all interactions between the Capture Behavioral Engagement Web Application and individuals accessing that application using the SUNY ESF CBE Login. (©) SUNY ESF will not, and will not permit or assist others to: (copy, modify or create derivative works or improvements of the Capture Behavioral Engagement Tracking Code, the Capture Behavioral Engagement Web Application; or any software used by Capture to provide the Behavioral Engagement Services (such software referred to, collectively with the Capture Behavioral Engagement Tracking Code and the Capture Behavioral Engagement Web Application, as the “Capture Software”); i) reverse engineer, disassemble, decompile, decode, adapt or “otherwise attempt t0 derive or gain access to the source code of the Capture Software, in whole or in part; (iii) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, any systems used by Capture to provide the Services, or Capture’s provision of services to any third party, in whole or in parts (iv) access or use the Services or Capture Software in any manner or for ‘any purpose not permitted by this Agreement; or (¥) access or use the Services or the Capture Software for purposes of the development, provision or use of a competing software service or product or any other purpose that is to Capture’s detriment or commercial disadvantage. (2) SUNY ESF will immediately notify Capture if it learns or has reason to believe that it or any third party has performed or attempted to perform any of the acts set forth in subsection (¢) of this Section. 4. PosT-TERMIVATION RESPONSIBILITIES (a) Upon termination or expiration of the Agreement, the license set forth in Section 2(a) of this Exhibit shall terminate, and the SUNY ESF CBE Login will be disabled Confidential | Comiact is valid for 30 days per dave ofp@captire Exhibit D to ‘Master Services Agreement Payment of Services |. SUNY ESF will pay Capture the Fees per the following timeline. (a) $32,500 due upon execution of Master Services Agreement ‘Confidential | Contact is valid for 30 days per date of preparation‘Siandard Contract Clauses State University of New York EXHIBIT A February 11,2014 Tepe Ihe taened spar ease, ake, aruda fe ayeoront of anya erento, conchae be bond ye omg dass whch oe erage par fh corte war "Coneni han easy pry ra Se hata Cena a si ae Laas at pan JateuroRr clause marcy | fog cece somtonind | cra ty Bf eae a Secrrstoahse rinse ste | trata a, Se Cap nel Sea Sattar mtb ooe he ee ts fig a mal eee Soe os areata ae Spe at | Ay rma a egies conan | hese seam tie: re oes es Sonal wet cai" a erang | SS" enhance gues 2. 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THe Conc sh elon te comms at edn Paragraph (Ne) ave, Syne ins Inoninin compile and_ acres tec “aber a so emendes, the contract exceeds ‘he pl Io — “, prod tianid Recah Oneme, | lat, Siena cotta So Seances | Sites atnethe re taioum | Rekasimntsterbotaceratns ‘nan rough he Of of Gamera Senso azrarce wwe tg Labor Lew. Acdiona ‘teas Bean ied Mostewrs «Mla | Shsye'nanchne wows ae(©) setivnat yeas meester The Sine Eangolne he Atrny Sanwa ane ya Seah oreony aria sal or eee ie Rear ung are aan ‘State of hw York. such afc vat, Sta muah ogrnsble oa eascran vere tie Sat fr tr spect above or SUN mat esa peo pt ot le ofcrs Low the “te ovate a (the "cones "ah Ural ere Fecerse shove rx te tse. and) #3 Revere hol be aucun onan! Sh) ‘cigntan of se Recto fuera dar Satine remonaue hating conned aren al drinah, oe ay woy adv eee, ‘SUNY 0 ihe Sts ro covey ay ern er hrs agp 11. IDENTIFYING INFORMATION AND Phavacr nometesTon ineteaton Nebr), Evy ace ew Ste Uewoaty of Now Yara ayes or ayer Yr sl gods er sary ot ot Eres Co, et tore et, Itc te pay rater ar. The amber i af or a tho lang”) te Favess Fost employe erteaion nator {Bie ejects Peco sot tec mura ote ssid bythe SlotendePmanca Symer. Fatie finde sch number ot ‘noners ay doy payer. het payoo Ea he eer mnie rr [pu the reouon wr eowora hy th Baye Coos ‘have suc nama armour (0) Pecy Notion (1) Tha aumeny 0 request he ttone poser oraien Yom 3 ‘lerr goods sarees ers ese el ot Donat bop. amo the subwry to arta pag ana Sear Ecrastar of Yass tnd Proce” Te eons wena Siete berets tye Vers Managers the be ial coe eee Lanes 12. EQUAL EMPLOYMENT OPPORTUNITES (Sy'in sesudanee ath Sehr 312 of the Esocve Law end S NYCRE I «ha conret fet) ston agent or pschane oat ‘nar of $58.00080 share 2 coaning Seon commit te oper or coer xpd hos ream ty Sas seve pros foubment! mate of ay caraneton fs topo tom emtoras ler er rence Or orang ana or 8 fepar_ oF veswaton of eal papaya Irerovenen frwor: of ritn nsonert ives 10.90.09 whereby owner > Sse aie Rm. pap oe for or ereaion” teary” and Irerovenane erin ch pat oe {Glowng” shel ay ord. by acne Soon" Contac cette sn ns Gar ris” Comaclrs ‘eal ompoyrt Sr he Corea wo “ spain tc enone acne Sone Seine ope ‘Reon estrone efabyrant 2 ses Dron ogee, dant, rae Ertmminonae sopy ors Te) a, SUNY’ request. Concer sal ‘osama mana wie stant Pak Sco etoent "aga tor uno tee ceed, calor ron ag eta Seon marl saat oh ono fepectisive il stemstvaycoopri the iretenann ot De Cormeon’s eapsane sciecamors, (9 empbyeos, a ithe otcmance of ha Sie conic aad Sacane te aid maa Srbret ‘Bon avec. conan gh. tts ‘Seay mori (0) Conc wince Pe prions of $2500.00 tor the eortcin,daralon ‘apc, nee ag he Wen) ancept nhere be Wo = tre ‘eae nal apa to) wor aoads sons ata (otis aoera i) onset ‘tie New vera The Sar sal cosa Sears arc es whancernt Soot egeraty wih ecg, {Dvn wih ny "ch fer aw nd sch ‘interior cndt esa CUNY shal ware Se ean ac 8 9 a ei oma wa dly exempted ae Ini los ‘woah ft Onsen af Exe Detepment Onsen trary and Wormers Buaneat Suv ptr rs ‘hctems au ant sha coed tovrad y fe lows 3 he Sin Hon Yo ‘cg wee Fears seney case Siriano outa omen sted ty 16 NO AROMRATION. Dou ively Bix ‘anrat Ina e beach aesee ea breot_may col be aanitad tng feito cin ware dry ett, sare or ois. peamerea. cree ns fae ere oes ieee ce core Eats mes Ese omens enh reat Sera by ‘he Siow to re fst on dress Soe See Soe ‘TRopteaL HARDWOSDS. "Vina Certaco es an ware a al wid pro rae nea na be he es Use of Toes! Hardcods, heh pris presse ceo wea hart {etes sgnfeatycxonied, byte Sate or a nerves aprey © pele suber ot etl rte Cr tno \thebes eely Fistallaon.e be pene yey aieonaco the ime Conrail ‘tthe bern ha eee and alone mtr apactosions ant enone ‘Etnies ore Sue Phavce Conary och he must meat win he apr te So PLES. In accordance wih the MacBiige Fait Eneieyen Pnccer (Chater 87 tthe Lae 92) be Contac hrsy soa Dt wit te Canonor hia te pacer ot creche ie ec ier) esa tae noes fot lnlond se Secoronen atm te Wore Fa Ereicymon Snopes (av amesbea Secon HGOIe be Sat France Law) aa sal ar Indoeydan ranting "Sargon wt ch 20. OMNIBUS PROCUREMENT ACT OF 182 iia‘ pokey how Vere Sate fo mann Sperone the artsten of New Yom Sie barra entuprace cuss mys oreowrad buss ates o9 uate. Steoroocors Sn secs ane rocrenen eareacor ard suorr eater ‘Geeta emenc Dter ‘rat epee 907 | aro cried minty an nore1s Durante! Eran eoprat 2; egret ev york stare ‘Suana ela cotesion nessa Be NOTIFICATION ACT. Conair thal con rina natn saws tea so eS ewe Weite permis cf ter kew vou cas | Sesncaniaten tales ae oan nwa NY ovr erat Soaey Seah ope htfenon at | Susans cove ray ais Bren (Gaal Bons tae Sacou san: San | PY rodge tem gntentn Be Cri ‘etheonycne Schr 295 ‘Sutv decrees abate sa moteentton destroy ‘est Se egamaemenercncontctaas | 5. commince mary CONSULTANT SecemciAue Discos caw wnu's Gremvncrey | 27 ANDERE AGE 8 ng rege a oy ape ts ge ot ‘manometric anyon eats, sth Ste Pore eeu iooten be Statareaner ho tale anc peer Prstonig, cree, eenei heath ‘Secersoes puerto een Yah Sao anon {einer ea tenes, mcrae ng, | Oven he (Pwd Es ” fare oye seu sen fan's | apo Te Cancer nas vate erwnse | fence eth Such eae on Sas setlecioung tent iNeed | ime" Lonr Cnt sat" ong, | a See Sittews"Enepane er ugaes sre | scarey tn “tet set aw ee ‘crc eng ae ry ard | nena Saat a apne) | Cavaco ects tt et aon on semen Somer, ase on ty | abate cteed'n SU he Boe | Cn my uosnace Om ones Soc Eth ees Slr’) | Sen Santa npr Seergicl ier Cec apees Son gira alo as Cavan hme ie te ame erteton (0) Tre Cormac has coved te rors eaUPMENT. oscovere in Ste Cees ae ear feiea ona eeereen gota ees Finance aw Secon 1657), SUNY may ‘sles of is Conac wile equ neat ‘irsina Saiesy reno mane at ir on creat tu "ta | Rub Shon ge Pres Ee in ay 16) The Contact ages, 10 mate Feepoaie Scr a dined Sit Francs Slee 7 Server wi be approved Uy ‘esate es ero covnsnns | pies be ramiace de snoetr | cung ne wm of he Connd, see tne Sinn ee Sound Gnas cf be New Yok Ertereion, weing. onde, emp ‘iined ‘hte Pronee’ Une $1620)" a ‘ale"Geporvent of Laer povang sch ‘raion inca re cr Midoun the seoesctotn’ aati ‘itor ch mmrr scons wm | Soran powda Wonton ice | ten Ste stmerwewrad cies Stee "ecsve bugonng coos “mr | Sih etme ae eect men en ee Secret Te contar see cement Seal be mace of he asa jun a etc Rene eee the Sts upon oqvet an Slsbon fhe" Ac wun 99 Says her he (9, cont coopera | 2 mocinewer.osome, rome sant | Sema oe fe oe {erogm onbeten ono ronih or bun comet et ‘iced by Sia ance Law Secon 1254 an Baran one. proved fr by lew, le ot torn cpus in UN ese oat DE by agnng tt spacers covscer | Sota nerd. bu ena gees eRe hehe mars | Stine" crn cers auMereacry suo exterons (eiiceemearmmieeene [oem ieemaes Sirens ierdiotericaie, | tomaik cet tenee | Uimhamagemrecve men Siesta toe ees | Seong mreeumeyimae | Bae ert fine ros sence hey ort | aaa Coacermaccrns | Cre, Upto een Se’Nbsnnity posed spoons use {espana [Shoe fs ones cenertarne) | commemronorsccsreanoys | Bugarenametanters ape aan emanate COLLECT SALES AND COMPENSATING USE ees owed” conte” ch tnoy woe ohare TAX aY CERTAIN STATE CONTRACTORS, Eat Cetane WS Ompanetst coerce | MERLIATES AND suaeONTRACTORS. ne Sertcgnent, acres Seance 30 | seunina geomet na ata asosrasty {su oa Sen, Aery. New vere a2 or | Yen Sahn homes tate cen ere ar a 78, Nast ny oer povson nis conte, Me halal rant Path rvs ay rears resort fe nwingWa any are rons pus GEIS eet nono fara ate nnn neo apace remo soe te a sO cn 28 0) acsornce wih 180 Ors Recon i Pat Law 9-408. Conca htey agra nt the exact oryears ater sig of servcet unr his agreemert Concer shal wake avalto upon wir rene ote Seta of Fath ard Haman Sertton pe reat he Compteae ener th Unie Sates ay ofr uy ouhonet reposts, ee ha conn ook, dum renee fe acral we neces ‘hye nnay a nat! cst herent sent enti cen he aes tr ce mean, eh tac hn tf 1800 mona at ei. ‘al mo esate aon wie equate Sezer a esih and Muon Secrest ate Ceres Gora! oe ied St yo Pe ey Suhorze eters, cape othe subnet oa bots, corars tras he nara Saka Mara ey eae ea Jc Te worsens of hs scion salary nyo such crac a rn din elated byte Heal Cre Fach Admin. may 20 mensedor moat ten wie =