ADDENDUM 1 TO REQUEST FOR PROPOSAL NO. 697-KO LECTURE CAPTURE SOLUTION

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1 ADDENDUM 1 TO REQUEST FOR PROPOSAL NO. 697-KO LECTURE CAPTURE SOLUTION University of Nevada, Las Vegas Purchasing Department 4505 Maryland Parkway Las Vegas, Nevada (702) Date of Release: July 7, 2017 Date and Hour of RFP Opening: July 20, 2017, 3:00 PM PDT The following additions, deletions, clarifications and/or changes shall be made and incorporated in the subject Request for Proposal, 697-KO. Reference: Page 1 RFP Dates The Last Day for Questions shall be extended to Monday, July 10, 2017 The Last Day for Addenda shall be extended to Tuesday, July 11, 2017 The Opening Date and Time shall be extended to Thursday, July 20, 2017 by 3:00 PM Las Vegas time. (This is the due date for the Proposals. Proposals received after 3:00 PM PDT will not be accepted.) The following questions were raised and are answered below: 1. What are the operating systems and hardware specifications of the existing podium machines in the classrooms? How many classrooms are outfitted with podium PCs campus wide and specifically in classrooms used by the School of Nursing? Answer: Our 172 general purpose classrooms have relatively consistent hardware (Dell PC s with Windows 7 Enterprise mounted in the lectern). We are planning on upgrading to Windows 10 Enterprise in Fall The nursing classroom has a Dell Optiplex 9020 with an Intel Core 3.4 GHZ with 8 Gigs of memory. The current monitor resolution is 1024 x Are there any plans to upgrade or set up new podium machines in the near future? If so, what are the planned specifications of those machines? Answer: We typically upgrade classrooms per year. The Dell Optiplex 9050 is currently being installed in about 30 classrooms this summer. The specs are: Intel i5's, 8 GB Ram, and 256GB SSD Hard Drives. Page 1 of 15

2 3. Can you provide diagrams of a typical classroom and what existing lecture capture hardware/cameras/audio the classroom has and how the hardware is connected? Answer: We are not actively using lecture capture - so we don t have a drawing to show this. Please find a screenshot showing a line drawing of our current classrooms using Creston s DMPS3 System. 4. How are you connecting IP Based Camera s such as the Vaddio Roboshot 30 HD-SDI to the computer/devices in the classroom today? Answer: We are currently not using any IP based cameras in the classrooms. This question was to understand what your solution could provide. Ideally, the lecture capture solution could support some sort of video stream or IP based camera solution instead of having to run dedicated cabling (USB/HDMI) to the camera. 5. Excluding the 20 larger classrooms, how many classrooms would you like to deploy lecture capture software to? Page 2 of 15

3 Answer: For the pilot year, software based lecture capture will be minimal as we are working with only the School of Nursing (1 classroom) and at most 10 other faculty. We are hoping most of these faculty will use our larger classrooms where the hardware based capture units will be installed. So, for the first year, it is estimated that no more than 5 classrooms would be used for software capture. In the second year, we plan to make the service available to all UNLV faculty, but cannot provide a number of how many faculty members may choose to participate. Depending on the success of the solution, we may have significant usage, but currently, it is projected that software based capture would be minimal - maybe 20 classroom spaces at most. 6. How are you conducting online office hours today? Answer: Some faculty may be using Meet as we are a Google Apps for EDU campus. 7. We have one question relating to the section on 'Preferred Functionality': Is HIPAA compliance a requirement, or a preference? If it is a requirement, would the University consider an on-premises / self-hosted solution (as opposed to a Cloud hosted solution)? Answer: HIPAA compliance is preferred. At this time, we do not anticipate storing any PHI data on the system, however, we would like to be covered in the instance that we do. If your product is "not" HIPPA compliant, please provide as much relevant information so that we have an understanding of the limitations of your solution in meeting compliance and if there are any future plans/timelines to address compliance. We are only interested in a "vendor hosted" lecture capture solution. 8. In Preferred Functionality under Lecture Capture (Appliance and Software) item v of the proposed system is Lecture capture software (non appliance) should provide the capability to record a video and audio feed from switcher in the room (i.e., HDMI) - prefer a vendor recommended USB capture card to easily add capture capabilities to any classroom. Software should be able to support a camera feed (HDMI) from the classroom. A. Can you provide the specifications of the classroom computers that will be used for this type of software capture? Answer: Ideally, any of our existing PC s in our classrooms could be used for this. Most if not all of the computers in our classrooms are mounted in the lectern, and the back of the pc is not accessible to the user, so an external USB capture card would be ideal. The majority of our PC s are relatively small form factor (Dell Optiplex), so internal full sized capture cards may not be possible. The majority of our PC Models are: Dell Optiplex (9050, 9020, 9010, 980). B. Can you provide the make and model of any existing A/V switching equipment that is currently installed in the rooms? Answer: The majority of our classrooms are using Crestron s 3-Series DigitalMedia Presentation System DMPS3 200/300 C series of processors. 9. In Section F, RFP Response Form; Exceptions: Page 3 of 15

4 Any exceptions to any of the specifications or requirements of this RFP shall be noted in writing, and attached to the Proposal when submitted. By taking exceptions and clearly stating them in writing on a separate sheet of paper headed EXCEPTIONS, and by offering alternates to replace the excepted requirements, the Proposer may still compete in the solicitation. However, the UNLV Purchasing Department shall be the sole judge of the acceptance or rejection of any exceptions. Do the exceptions refer to comments regarding objections to the Minimum Contract Terms or is it just exceptions to the technical response? Answer: The exceptions refer to exceptions to any of the terms and conditions contained in the Minimum Contract Terms, exceptions to any terms and conditions in the RFP document, and any exceptions to the specifications and requirements of the RFP. Please see Section C General Terms and Conditions, 3 g) and Section F RFP Response Form. 10. Whether companies from Outside USA can apply for this? (like, from India or Canada) Answer: Companies from outside the USA may submit a proposal, provided UNLV is not prohibited from doing business with them per federal, state, or local law. However, the ability of the Company to adequately and efficiently perform services and provide goods to UNLV in a timely and efficient manner as well as other factors may be considered in the evaluation of the submittals. In addition, all data (including any redundant servers) is required to be stored in the US or Canada. See Exhibit B Minimum Contract Terms for the RFP, VI Miscellaneous Provisions, Letter X Data Storage. 11. Whether we need to come over there for meetings? Answer: Proposers may be asked to provide on-campus demonstrations of their product (See Section B, 2. Evaluation of Proposals). Once the Contract is awarded, it is not anticipated that the selected Contractor would be required to come on-site, unless the Contractor s product requires Contractor s onsite installation and/or maintenance. UNLV could select a Company that uses Subcontractors for certain tasks, provided the Company is responsible for any such Subcontractor. 12. Can we perform the tasks (related to RFP) outside USA? (like, from India or Canada) Answer: See answers to questions 10 and Can we submit the proposals via ? Answer: No, ed proposals will not be accepted. Proposals must be sealed and either hand delivered or mailed to UNLV per the instructions on the first page of the Request for Proposal. 14. Will there ever be a need to manipulate a schedule once it has been set in the system? For example do classes ever start early or late? Would this be handled by instructor in the classroom? How would they launch early or late? Page 4 of 15

5 Answer: This would typically be handled by the instructor, pausing the recording either thru the control system, or the now-recording light. In the case of software based capture that has been scheduled, hopefully there is an option for faculty to pause the lecture in the user interface. 15. What is you required turnaround time (SLA) for a video to be available for viewing after the recording is done? Things like OCR/Text indexing, etc. add to processing delays. Answer: We currently have no SLA defined for this. At a minimum, the recording should be available within 24 hours after it s recorded, but it is preferred that students have access within 2 hours of the applicable lecture, in case they need to sure up their notes after a class has ended. 16. At the end of the pilot period are there any guarantees that UNLV will roll the solution out enterprise wide if the selected vendor achieves scope? Answer: This is not guaranteed, but it is UNLV s intention to make the solution available to entire campus after the initial pilot period, provided it is successful. 17. Section Lecture Capture (Appliance and Software) A. What type of sources will you be capturing with the requested USB capture ports that would be different from what you would capture via the HDMI capture ports? Answer: The USB capture ports may be used for USB based video cameras. B. What types of controls from the Crestron interface are desired for the capture appliance? In scenarios where a soft capture is used will the Crestron interface need to have control over that? If so how? Answer: The basic controls on the Creston interface would include (pause recording, start recording, stop recording, change capture layout - i.,e Content Big, Camera Big, Same Size, Content Only, Camera Only if applicable, mute audio, as well as be able to choose camera presets. Also, if the solution allows us to monitor volume levels from appliance, and display audio/mic levels and warn users that audio is too low, that would be preferable as well as showing the video of what s being recorded (understand that may not be possible). C. Do you require multicasting for live streaming? Answer: No. D. How many simultaneous sources will need to be captured at any given time? Answer: It is likely that only 2 simultaneous sources will be captured at any given time. E. Requirement for capturing each source individually? Answer: This is an optional capability that would be nice to have. Please include information regarding your Company s solution s capabilities in this area in your response to section 4.E Section Software Based Supplemental Video Creation (students/faculty) Page 5 of 15

6 A. Please confirm if UNLV needs the ability to support content creation from Phones and Tablets in addition to computers as called out in the RFP. If this is not a requirement what are the plans for supporting content created from these types of tools Answer: Yes, UNLV would like the solution to have the capability to create content from mobile devices. This is a preferred functionality. B. Do you require live streaming from the software capture? If so multicast? Answer: Yes, live streaming, no Multicast. 19. Section Administrative Functionality A. How many access permission tiers are required? Can an example of your desired structure be provided? Answer: We are primarily interested in what the different vendors have to offer in regards to access, roles, and permissions. At a minimum, the system should support the existing roles in our LMS (Blackboard/Canvas). There should be multiple administrator roles so that certain administrative tasks may be delegated to other administrators, or in the case of a separate college, be administered separately. There should be built in roles for certain tasks and user types (i.e, instructors, students). Hopefully there would be additional roles for certain support functions (i.e, monitor recordings, backup/archive recordings, reporting usage, etc.) B. Regarding Analytics do you want the system to provide reporting? Will you be using your own reporting system? If so what is it and what formats of logs are required? Answer: Yes, we want the system to provide reporting, and will rely on it for usage stats as well as student analytics. We also use Splunk for log aggregation and reporting, and are hopeful your Company s system will easily port data to Splunk. 20. Section Viewing/Playback A. Are there no requirements for user definable layout for playback? Or will they simply view the layout content was captured in? Answer: In optional functionality - the RFP states The ability to swap media elements in player (i.e., big projector, big video, same side by side) - so yes. 21. Section Security/Privacy A. What standard documentation for HIPAA compliance are you requesting as there is no formal HIPAA certification letter. Usually there is some sort of BAA signed. Answer: The awarded Contractor should to enter into Contract with UNLV per the Exhibit B Minimum Contract terms. The awarded Contractor should also sign the attached Exhibit C HIPAA Business Associate Agreement. If Proposer takes exception to any of these terms, Proposer must submit a specific list of the exceptions as part of its response to this RFP. 22. Section Hosting Infrastructure A. If the plan is to host everything in the cloud is the Universities internet pipe large enough to satisfy large volumes of internal content consumption? Answer: Yes Page 6 of 15

7 23. Section Accessibility A. What is your required accepted minimum for accuracy? Answer: We currently have no minimum established. In the RFP we are asking Proposers to report their minimum accuracy. 24. Cisco and our Partners may have a solution that would cover both RFP s as a single solution (697-KO and 702-KO). Would this be something that would be considered? Answer: Yes, this would be considered. Please note that each RFP will be evaluated separately. If you are planning to propose a solution that can meet the requirements of both RFP's, please submit a separate proposal response for each RFP (one response for 697- KO and one response for 702-KO). In each of your responses, you can include additional information regarding how your solution meets the needs of both RFP's. With each of your RFP responses, you may include one or more pricing proposals to show pricing for each component separately and for a single solution that meets the needs of both RFP's. ALL OTHER TERMS, CONDITIONS AND SPECIFICATIONS OF THIS REQUEST FOR PROPOSAL REMAIN THE SAME. Page 7 of 15

8 Exhibit C HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement ( Agreement ) is entered into and made part of an Underlying Contract between the Board of Regents of the Nevada System of Higher Education, for and on behalf of University of Nevada, Las Vegas (hereinafter School ), and, identified as a Business Associate in this Agreement. This Agreement is effective as of ( Effective Date ). This Agreement shall be considered a part of, or an addendum to, the Underlying Contract between the parties dated and any modifications, renewals, or extensions of the Underlying Contract (the Contract ). Each of School and Business Associate may be referenced in this Agreement as Party and collectively as the Parties. RECITALS A. During the course of Business Associate s provision of services to School, under the Contract, Business Associate may have access to certain health information. This health information may constitute Protected Health Information, which is defined in 45 CFR ( PHI ). B. School and Business Associate intend to protect the privacy and provide for the security of any PHI disclosed to Business Associate, or Subcontractor(s), in compliance with the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and regulations promulgated by the U.S. Department of Health and Human Services (the HIPAA Rules ). C. As part of the HIPAA Rules, the Privacy Rule (defined as that part of the HIPAA Regulations in 45 CFR Parts 160 and 164 and any state laws that provide more stringent standards), requires School to obtain written assurances from its Business Associates or Subcontractors that they will appropriately safeguard the PHI to which they have access. In consideration of the mutual promises below and the exchange of information pursuant to this Agreement and the consideration flowing from the Contract and its continuation, the parties agree as follows: DEFINITIONS Underlying Services shall mean, to the extent and only to the extent they involve the creation, maintenance, use, disclosure or transmission of PHI, the services performed by Business Associate for School pursuant to the Contract. Underlying Services Contract (referred to as the Contract ) shall mean the written agreement(s) (other than this Agreement) by and between the parties pursuant to which Business Page 8 of 15

9 Associate has access to, receives, maintains, creates or transmits PHI for or on behalf of School in connection with the provision of services described in that agreement(s) by Business Associate to School or in performance of Business Associate s obligations under such agreement(s). HIPAA Rules shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. Security Rule shall mean 45 CFR Part 164 Subpart C. Privacy Rule shall mean 45 CFR Part 164 Subpart E. Protected Health Information and Unsecured Protected Health Information shall have the same meaning as those terms in the then-current HIPAA Rules, limited to the information created or received by the Business Associate from or on behalf of School. The following terms used in this Agreement shall have the same meaning as those terms in the then-current HIPAA Rules: Breach, Business Associate, Covered Entity, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required by Law, Secretary, Security Incident, Subcontractor, and Use. 1. OBLIGATIONS OF BUSINESS ASSOCIATE Business Associate agrees to: a. Use and Disclosure of PHI. Business Associate shall not use or disclose PHI other than as permitted or required by the Contract, this Agreement, or as Required by Law. Business Associate will comply with School s Notice of Privacy Practices, to the extent a copy has been provided to Business Associate. b. Disclosure to Others. In accordance with 45 CFR (e) and (b) (2), if applicable, to the extent that it is necessary for Business Associate to disclose PHI to a third party, such as an agent or Subcontractor, Business Associate must obtain an agreement with the third party, prior to making any disclosure, that third party will abide by the same restrictions, conditions and requirements in this Agreement. This includes, among other things, obligations to maintain confidentiality, to make certain records available in compliance with the Privacy Rule, and to report disclosures in violation of the Privacy Rule. c. Appropriate Safeguards. Business Associate shall implement appropriate safeguards, and comply HIPAA Security Rule (45 CFR Part 164, Subpart C) with respect to electronic PHI, as are necessary to prevent the use or disclosure of PHI, except as permitted by this Agreement. Page 9 of 15

10 d. Reporting of Improper Use or Disclosure. Business Associate shall report to School, in writing, any use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware, including breaches of unsecured PHI as required by 45 CFR Section , and any Security Incident of which Business Associate becomes aware. e. Business Associate shall notify School within ten (10) days after Business Associate s discovery of any incident that involves an unauthorized acquisition, access, use, or disclosure of PHI, even if Business Associate believes the incident will not rise to the level of a breach. Business Associate agrees that such notification will meet the requirements of the HIPAA Breach Notification Rule set forth in 45 CFR Business Associate shall provide to School the names and contact information of all individuals whose PHI was or is believed to have been involved, all other information reasonably requested by School to enable School to perform and document a risk assessment in accordance with the HIPAA Breach Notification Rule with respect to the incident to determine whether a breach occurred, and all other information reasonably necessary to provide notice to individuals, the Department of Health and Human Services and/or the media in accordance with the HIPAA Breach Notification Rule. In the event of any incident that is required to be reported under this Section 1(e), School shall elect in its sole discretion whether School, Business Associate or a third party shall be responsible for conducting an investigation of that incident and providing any required notices as set forth in this Section 1(e). In accordance with this election, and notwithstanding anything to the contrary in this Agreement and without limiting in any way any other remedy available to School at law, equity or contract, including but not limited under Section 4 (further below) of this Agreement, Business Associate shall (i) conduct, or pay costs of conducting, an investigation of any incident required to be reported under this Section 1(e), (ii) shall reimburse and pay School for all expenses and costs incurred by School that arise form an investigation of any incident required to be reported under this Section 1(e), and (iii) shall provide, and/or pay the costs of providing, the required notices as set forth in this Section 1 (e). f. Business Associate shall mitigate any harmful effect of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. g. Subcontractors. In accordance with 45 CFR (e)(1)(ii) and (b)(2), if applicable, Business Associate shall ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements, in writing, that apply to the Business Associate with respect to such information. Page 10 of 15

11 h. Access to Protected Information and Amendment. Business Associate shall make PHI in a Designated Record Set available to School as necessary to satisfy School s obligations under 45 CFR Business Associate shall make such information available to School or designated individuals for inspection and copying within fifteen (15) days of a request to enable School to fulfill its obligations under the Privacy Rule, including 45 CFR Section In addition, within fifteen (15) days of receipt of a request from School, Business Associate, or its agents or Subcontractors, shall make such PHI available to School for amendment and incorporate any such amendment to enable School to fulfill its obligations under the Privacy Rule, including 45 CFR Section i. Accounting Rights. As necessary to satisfy obligations under 45 CFR , Business Associate agrees to account for all disclosures of PHI as required by the Privacy Rule and to maintain such records for at least six (6) years. At a minimum, such information shall include: (i) the date of disclosure; (ii) the name of the entity or person who received PHI and, if known, the address of the entity or person; (iii) a brief description of PHI disclosed; and (iv) a brief statement of purpose of the disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the individual s authorization, or a copy of the written request for disclosure. Within fifteen (15) days of notice by School of a request for an accounting of disclosures of PHI, Business Associate, or its agents or Subcontractors, shall make available to School the information required to provide an accounting of disclosures to enable School to fulfill its obligations under the Privacy Rule, including 45 CFR Section j. Business Associate shall notify School in writing within three (3) days after Business Associate s receipt directly from an individual of any request for access to or amendment to PHI, or an accounting of disclosures, as contemplated in the Sections above of this Agreement. k. Privacy Rule obligations. To the extent the Business Associate is to carry out one or more of the School s obligation(s) under the Privacy Rule, the Business Associate will comply with the requirements of the Privacy Rule that apply to the School in the performance of such obligation. l. Inspection by Secretary. To the extent the Business Associate is to carry out one or more of School s obligations under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to School in the performance of such obligation(s); and make its internal practices, books and records available to School and to the Secretary of the U.S. Department of Health and Human Services for purposes of determining Business Associate s compliance with HIPAA Rules. In connection with any compliance audit by School or its agents, such records shall be made available within fifteen days (15) of a Page 11 of 15

12 request. m. Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI as prohibited by 45 CFR (a)(5)(ii), as of September 23, n. Business Associate shall not make or cause to be made any communication about a product or service that is prohibited by 45 CFR and (a)(3), as of September 23, o. Business Associate shall not make or cause to be made any written fundraising communication that is prohibited by 45 CFR (f), as of September 23, p. Business Associate shall take reasonable steps to ensure that its employees actions or omissions do not cause Business Associate to breach the terms of this Agreement or violate provisions of HIPAA that apply to Business Associate. 2. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE a. Business Associate may only use or disclose PHI (1) solely as necessary to provide services set forth in the Contract and in compliance with each applicable requirement of 45 CFR (e), (2) as Required by Law or (3) as expressly otherwise authorized under this Agreement. Business Associate shall not use or disclose PHI for any other purpose or in any other manner. b. Business Associate shall request, use and/or disclose only the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure; provided, that, as of September 23, 2013, Business Associate shall comply with 45 CFR (b) and (d). c. Business Associate may, if necessary, use or disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate; provided, that (1) any disclosure is Required by Law or (2) Business Associate obtains reasonable advance written assurances from the person or party to whom the PHI is disclosed that the PHI will be held confidentially and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person or party, and the person or party immediately notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 3. TERMINATION a. Term. The term of this Agreement shall commence as of Effective Date and shall terminate concurrently with the underlying Contract unless earlier terminated, by Page 12 of 15

13 mutual written agreement of the parties, or in as authorized in this termination section. b. Material Breach. A breach or violation by Business Associate of any material provision of this Agreement shall constitute a material breach of the Contract and shall provide grounds for immediate termination of the Contract. At School s election, Business Associate may be provided with an opportunity to cure the breach or immediately terminate the Contract if cure is not possible. c. Effect of Termination. Upon termination of the Contract for any reason, Business Associate shall, with respect to PHI received from School, or created, maintained or received by Business Associate on behalf of School, shall at the option of School, return or destroy, if feasible, all PHI that Business Associate or its agents or Subcontractors still maintain in any form, within thirty (30) days. This provision shall apply to PHI that is in the possession of Subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI. If return or destruction is not feasible, Business Associate shall provide to School written notification of the conditions or reasons that make return or destruction not feasible. Upon determination by School that return or destruction of PHI is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI for as long as Business Associate maintains such PHI and shall limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. d. The obligations of Business Associate under this Section 3(c) shall survive the termination of this Agreement and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein, 4. LIABILITY Business Associate shall defend, hold harmless and indemnify School against all expenses, liabilities, damages, claims, costs, fines, penalties and losses (including attorneys and consulting fees) (collectively Losses ) reasonably incurred by School in connection with, related to or arising from (i) the negligent or fraudulent act or omission of Business Associate, its agents, delegates, representatives or Subcontractors; (ii) violation of HIPAA by Business Associate, its agents, delegates, representatives, or Subcontractors, (iii) a breach of this Agreement by Business Associate, its agents, delegates, representatives, or Subcontractors. Upon demand by School, Business Associate shall defend any investigation, claim, litigation or other proceeding brought or threatened against School, at Business Associate s expense, by counsel acceptable to School. Business Associate shall not enter into any settlement without the written consent of School. This Article 4 shall survive expiration or termination of this Agreement for any reason. Page 13 of 15

14 5. AMENDMENT The parties agree to amend this Agreement where necessary to comply with HIPAA and any modifications in the HIPAA Rules pertaining to Business Associates. 6. NO THIRD PARTY BENEFICIARIES Nothing express or implied in this Agreement is intended to confer any right on any person or entity apart from the parties themselves. 7. INTERPRETATION The provisions of this Agreement shall prevail over any provisions in the underlying Contract that may conflict or appear inconsistent with any provision in this Agreement. This Agreement and the Contract shall be interpreted as broadly as necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the Privacy Rule. 8. GOVERNING LAW The parties agree that the laws of the State of Nevada shall govern the validity, construction, interpretation, and effect of this Agreement, excluding any laws or principals regarding the conflict or choice of laws. Any and all disputes arising out of or in connection with this Agreement shall be litigated in a court of competent jurisdiction in Clark County, State of Nevada, and Business Associate expressly consents to the jurisdiction of said court. 9. This Agreement may be executed in counterparts, each of which will constitute an original and all of which will be one and same document. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of Effective Date. BUSINESS ASSOCIATE APPROVED: BY: Name: Date Title: Page 14 of 15

15 THE BOARD OF REGENTS OF THE NEVADA SYSTEM OF HIGHER EDUCATION ACTING ON BEHALF OF THE UNIVERSITY OF NEVADA, LAS VEGAS (UNLV) RECOMMENDED BY: Name: Date Title: APPROVED: BY: Name: Date Title: Page 15 of 15